CENTAUR MEDIA PLC

Annual Report and

Financial Statements

for the year ended 31 December 2024

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

Strategic Report

Highlights of the year 3

Chair’s Statement 4

Strategic and Operational Review 5

Key Performance Indicators 10

Performance: Financial Review 12

Section 172 Statement 18

Environmental, Social and Governance (ESG) report 20

Risk Management 32

Viability Statement 37

Governance Report

Board of Directors 39

Executive Committee 41

Directors’ Report 43

Directors’ Statement on Corporate Governance 47

Audit Committee Report 53

Nomination Committee Report 57

Directors’ Remuneration Report 60

Statement of Directors’ Responsibilities in respect of

the nancial statements 80

Financial Statements 97

Independent Auditor’s Report 82

Consolidated Statement of Comprehensive Income 88

Consolidated Statement of Changes in Equity 89

Company Statement of Changes in Equity 90

Consolidated Statement of Financial Position 91

Company Statement of Financial Position 92

Consolidated Cash Flow Statement 93

Company Cash Flow Statement 94

Notes to the Financial Statements 95

Other Information 106

Five Year Record (Unaudited) 135

Directors, Advisers and Other Corporate Information 136

STRATEGIC REPORT

Highlights of the year

Revenue from continuing operations

£35.1m

2024 £35.1m

2023 £37.3m

Adjusted

1,2

EBITDA

£5.9m (17% margin)

2024 17%

2023 26%

Net Cash

£8.9m

2024 £8.9m

2023 £9.5m

Adjusted

diluted EPS

1.9p

2024 1.9p

2023 4.2p

Strategic and operational highlights

• Unification of The Lawyer products and assets

under an updated brand architecture together

with a successful re-launch of The Lawyer website

as an intelligence platform with improved search

and data visualisation

• Improvements to the MiniMBA products including

a successful refilm of the Marketing course,

resulting in improved NPS, and the development

of automated marking incorporating AI assisted

assessment

• Launch of the premium content service for

Marketing Week subscribers with a significant

increase in new strategic and premium content

behind the paywall

• New functionality and content on the Econsultancy

platform including Fast Track to Digital Marketing

and Fast Track to Ecommerce courses for

members and development of the Ecommerce

Skills Index

Financial highlights

1 See alternative performance measures section for definition of adjusted results

2 Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b)

3 Net Cash is the total of cash and cash equivalents and short-term deposits

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20243

STRATEGIC REPORT

Chair’s Statement

Introduction

2024 was a difficult year for Centaur due to the

challenging macro-economic environment that some of

our marketing sector customers faced, driving caution

and impacting marketing budgets.

Throughout the year Centaur has maintained its focus

on providing solutions for customers requiring in-depth

information and engaging digital communities through

our high quality, market-leading products. I am therefore

pleased to report that despite such tough trading

conditions, both Group revenue and profit performance

came in ahead of market expectations, notably with

revenue growth performances from The Lawyer of 7%

and MiniMBA of 5%. These were offset by decreases

across some of the other marketing sector brands.

People

Coming into the Group towards the end of last year I

have been impressed by the energy and capabilities

that I have found within the business and, alongside the

Board, we want to continue to provide a culture in which

our people thrive and feel valued for what they bring to

Centaur and our customers.

A key part of our strategy is ensuring that we have

the right people in the right positions to deliver our

intended growth in revenue and shareholder value. Over

the course of 2024, Centaur continued to strengthen

its management team. We made several excellent

new hires, including Sarah Sanderson who joined as

Managing Director of The Lawyer, Becky Mckinlay as

Managing Director of Oystercatchers and Anna Tolhurst

as Chief People Officer.

On 11 December, Swagatam Mukerji announced that

he was stepping down as a director of the board

with immediate effect and retiring from his role as

Chief Executive with effect from 31 December 2024. At

this point, I was appointed as Executive Chair, which

combines the roles of both Chair and Chief Executive.

Performance

The Group achieved Adjusted EBITDA of £5.9m in 2024

(2023: £9.7m) at an adjusted EBITDA margin of 17% (2023:

26%). These results reflect the aforementioned challenging

market backdrop, particularly for the marketing industry,

leading blue-chip companies and other large clients to

cut back on their budgets during the year. Whilst we have

been carefully managing costs, we were still able to invest

in product, marketing and resources that contributed to

the growth of revenue at The Lawyer and MiniMBA, and

subscriptions revenue for Marketing Week.

Dividend

In line with our progressive dividend policy to distribute the

higher of the previous year’s dividend or 40% of Adjusted

retained earnings, the Board has proposed a final dividend

of 1.2 pence per share which, when added to the interim

dividend, provides a total dividend in relation to 2024 of 1.8

pence per share.

ESG

In 2024 we have continued to meet our ESG requirements

through our corporate behaviours and have made sure

that assessing our impact, environmentally and socially,

remain a core consideration in our business decisions.

As we do not operate in an emissions-heavy industry,

our primary focus remains on our people and their

development, concentrating on ensuring we attract and

retain the best and most diverse talent.

Looking ahead

Last years’ investments in creating new high-quality products

that serve the needs of our customers and improving the

efficiency of our business model, means Centaur has solid

foundations. However, the operating business continues to be

tested by the ongoing challenging economic environment.

We have therefore started 2025 with a review of Centaur’s

business units and their brands. Our focus will be on

defining future strategy and enhancing the reputation of

the brands within Centaur to maximise shareholder value

as set out in the Strategic and Operational Review.

This will ensure that Centaur’s strategically valuable brands

are set up for success in the future and can continue

to deliver the specialist insights their customers need

to succeed. I am confident that Centaur has the talent,

customers, strategic capability and financial discipline to

adapt to these challenges, realise the opportunities that lie

ahead, and maximise shareholder value.

Martin Rowland

Executive Chair

18 March 2025

“Enhancing the reputation of each of

Centaur’s revenue-driving brands and

remaining our customers’

partner of choice for business

intelligence and learning

in the marketing and legal

sectors.”

Martin Rowland

Executive Chair

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20244

STRATEGIC REPORT

• We inspire and empower the world’s most dynamic

leaders in the marketing and legal professions

• We are committed to the delivery of market-

leading insight and tangible outcomes to build

long-term, sustainable growth

• Every article, every piece of research, every data

point, every live event, training programme,

advisory opportunity and interaction supports our

customers in improving their decision making and

driving value in their organisations

The Group’s vision is to be the ‘go to’ company in the

international marketing and legal sectors to:

• Provide business information to customers using

data, content and insight;

• Offer training services through digital initiatives and

online programmes;

• Connect specific communities through digital

media and events; and

• Advise businesses on how to improve their

performance and ROI.

Our reputation is built on the level of trust and

confidence arising from our deep understanding of

these sectors. Our key strengths are the expertise of

our people, the quality of our brands and products,

and our ability to harness technology to innovate

continually and develop our customer offering.

Our overall strategy is to create shareholder value

by focusing on targeted opportunities to expand

profitable revenue, whilst continuing to strengthen

our brands’ positioning against macroeconomic

and sector headwinds. This is being supported by

progress on our ongoing review of Centaur’s business

operations and strategy, which was announced in

December 2024 and is being led by our Executive

Chair, Martin Rowland.

The review is focused on defining the strategy and

enhancing the reputation of each brand within

Centaur to maximise shareholder value while

remaining our customers’ partner of choice for

business intelligence and learning in the marketing

and legal sectors. We will also continue to simplify

our operations and drive efficiency gains through

technology.

Centaur is an international provider of business

information, learning and specialist consultancy

that inspires and enables customers to excel at

what they do, raising their aspirations and

delivering better performance.

Strategic and Operational Review

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20245

STRATEGIC REPORT

Legal sector

The Lawyer is the most trusted brand for the legal

profession and a leading provider of information

to the global legal market delivered via a scalable

digital platform and events portfolio. The Lawyer has

built on its 38-year heritage of delivering incisive

commentary and cutting-edge analysis of the UK

legal market, continuing to broaden its offering to

develop a more international business providing

data-rich market intelligence to the world’s largest

law firms. This privileged position enables it to

connect law firms with the in-house legal community

in a unique way.

In 2024 The Lawyer continued to grow its offering

with data-led customer offerings and product

development for the top 100 law firms in the UK and

US and increase our footprint in the European market.

This was enabled by ongoing investment in research

and data skills.

The Lawyer had another year of strong performance

with 7% revenue growth. Premium Content revenue

grew by 11% due to corporate subscription renewal

rates of 111%, supported by its market reports, data

and analysis, and litigation tracker. 93% of the

top 50 UK and top 50 US law firms in London have

subscriptions. The Lawyer also added 84 new

corporate subscription accounts in 2024 generating

an increase in new business billings of 59%, by

developing new content and data-led insights

including expansion geographically developing data

and content for the Top 50 European law firms.

Events revenue of £2.1m was up 17% year-on-year due

to increased sponsorship and delegate numbers as

well as the introduction of new events that resonate

with customers, such as the Legal Transformation

Summit and Horizon Live.

Strategic and Operational Review continued

Looking forward, demand from high value customer

segments for data to inform strategic decision-

making will enable The Lawyer to continue to

drive growth in its core information product. This

includes opportunities to extend in-house coverage,

internationalise disputes coverage and provide

further support with advisory services and deeper

insights. We also have plans to launch data-as-a-

service, leveraging our strong access to the legal

eco-system to provide detailed information covering

talent, deals, firm performance and firm structure.

To augment our digital content, we will continue

to expand our events portfolio, with new formats

and locations to grow sponsorship revenue and

strengthen our position as the leaders in fostering

human connections across the commercial legal

sector.

We are also investing in AI to enhance user

experience, which will bring operational efficiency

gains, with the potential for further efficiencies

through marketing and sales automation, giving our

teams more opportunity to focus on providing value-

add advice and insight to customers.

Marketing sector

This aspect of our portfolio includes the Group’s

nine marketing brands – MiniMBA, Marketing Week,

Festival of Marketing, Creative Review, Econsultancy,

Influencer Intelligence, Fashion & Beauty Monitor,

Foresight News and Oystercatchers. These brands

are trusted by customers to support the marketing

sector, providing our customers with the advice,

information and connections needed to set

themselves apart from their peers.

Marketing sector Legal sector

Our portfolio

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20246

STRATEGIC REPORT

Strategic and Operational Review continued

MiniMBA

MiniMBA courses distil modules of a full MBA

programme into easily digestible and thoroughly

engaging content. The courses deliver marketing

education in a format that is MBA-level, applied and

flexible, empowering marketers at all stages of their

careers. The current curriculum includes 12-week

courses in Marketing and Brand Management with

on-demand modules led by Professor Mark Ritson,

and a third 12-week course launched in 2023 in

Management, a course designed to give marketers

the essential skills to make it in the boardroom.

Since its launch in 2016, the MiniMBA has grown to

be Centaur’s largest brand with over 35,000 learners

from across the globe driven by corporate multi-

seat packages and online sales. Today, MiniMBA is a

market leader in professional marketing education.

The MiniMBA delivered a strong performance in 2024,

growing revenues by 5% to £10.7m. This included

growth in the MiniMBA in Marketing course and two

cohorts of the MiniMBA in Management course.

This was driven by a 22% increase in corporate

sales, with new blue-chip clients including Nestle,

Carlsberg, Michelin and Sephora. Corporate client

engagement was supported by the launch of a new

skills assessment tool, allowing corporate clients to

track the capability uplift of teams undertaking the

MiniMBA courses.

Over the year, MiniMBA completed a successful refilm

of the MiniMBA in Marketing course, with updates to

core teaching and case studies. This supported the

brand’s strong learner feedback, with NPS across

the Marketing and Brand courses remaining at an

industry-leading average of +76. We have also

successfully incorporated AI assisted assessment

into the MiniMBA in Marketing, increasing product

efficiency.

Looking ahead, corporate customers remain a key

lever for growth. The segment performed strongly in

2024, with further opportunities to expand the number

of corporate clients and grow our relationship with

existing partners.

We are also continuing to expand the number of

international markets where the MiniMBA courses are

made available through increased marketing, sales

and partnership arrangements whilst continuing to

develop additional courses to meet the demand

of our customers and widen the penetration of the

market opportunity that exists. We are continuing to

explore additional ways that AI based technologies

can enhance our learner experience including AI tutor

support, enabling 24/7 tailored learning assistance,

explaining concepts and answering questions, as well

as additional language versions of our courses.

Marketing Week/Festival of Marketing/

Creative Review

For over 40 years, Marketing Week has been the

most influential source of marketing information. It

generates revenue from subscriptions, proprietary

research, white papers, the annual Marketing Week

Awards as well as marketing solutions and lead

generation services.

Festival of Marketing is Marketing Week’s annual

thought leadership, learning and networking

event. The event sold out yet again in 2024, further

demonstrating its position as a leading event for

ambitious marketers. Creative Review is a digital

platform for opinion and analysis on the commercial

creative industries.

In 2024, Marketing Week continued to focus on

developing its online platform and content to drive

corporate subscriptions. The brand developed

additional strategic and premium content to support

subscriptions growth, alongside social media

marketing and newsletters to build awareness and

support the subscription model. The Marketing Week

Awards continue to be a successful celebration of

the power of marketing leaders and their teams.

Looking to 2025, Marketing Week remains focused on

delivering growth through corporate renewals and

new business targets, supported by delivery of high-

quality events and awards.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20247

STRATEGIC REPORT

Econsultancy

Econsultancy guides, supports and enables

customers to achieve excellence in digital marketing

and ecommerce. Its focus is on combining learning

content and thought leadership with practical

applications and tools to support marketers.

Over the last year, we added new functionality to

the digital platform, including an improved Digital

Skills Index to assess end users’ skills gaps and

recommend online courses. We have launched the

Ecommerce Skills Index as a specialist assessment

tool, as well as two new courses - Fast Track to Digital

Marketing and Fast Track to Ecommerce – exclusively

for our members. The new courses combine live,

on-demand, social and interactive learning on the

platform.

Econsultancy’s performance in 2024, a decline in

revenue of 21%, was impacted by the challenging

sector conditions for our clients, as renewal rates

and new business targets were impacted by client-

side budget constraints. Revenue from Advisory and

Premium Content subscription services declined due

to customer-driven contractual and delivery delays.

In 2025, Econsultancy will continue to focus on the

delivery of customised programmes and ‘high

engagement’ learning, leveraging its significant

online resources of intelligence and on-demand

courses for digital marketing and ecommerce. This

includes investment in a new site layout to improve

members’ user experience, as well as customised

online learning hubs for our customers.

The Influencer Group

The Influencer Group (TIG) contains Influencer

Intelligence, which provides expertise and support to

help customers:

• discover the right influencers from over 150,000

actively monitored social media influencers and

celebrities and attribute driven on-site search

together with celebrity news and analysis;

• evaluate the fit with their brand goals using metrics

that include celebrity equity score and social

media values as well as audience engagement,

demographics and sentiment score;

• plan their activations using our rolling calendar of

4,000 events and awareness days; and

• contact their chosen brand ambassador with

multiple contacts for all influencers plus 50,000

brand and media contacts.

This results in a highly renewable subscription

product with a loyal customer base particularly in

the fashion and retail sectors. We pride ourselves on

having an expert team to compliment the platform

and build out the news, trends, events and verified

contacts elements of the site. Influencer Intelligence

is about ‘in depth’ content on the influencers that

matter.

TIG also contains Fashion & Beauty Monitor, the

leading PR solutions provider for the fashion, beauty

and lifestyle industries, as well as Foresight News, an

essential calendar of forthcoming news and events,

used by media, PR agencies and press offices.

In 2024, Influencer Intelligence and Fashion & Beauty

Monitor launched new tools and dashboards to

improve customer engagement. TIG also improved

the functionality of proprietary contacts databases

and event planning data to enable sharing and

automatic alerts to flag important updates.

Nonetheless, TIG was still impacted by the

challenging macroeconomic context in 2024, as

companies reduced spend on public relations and

events-based promotions. This impacted renewal

rates across TIG, which decreased to 78% in 2024

from 87% in 2023. However, new business levels were

steady for TIG over the year, demonstrating the

continued value of the brands’ value propositions.

Looking forwards, Influencer Intelligence is focused

on enhancing its position as an expert in validation

to support celebrity and influencer selection and

brand partnership opportunities. This will meet client

demand for the in-depth data and indexing to

support more strategic decision-making. The brand

will also continue to focus on improvements to the

platform for customers, such as content discovery

and accessibility. Foresight News is also investing in

a new platform with improved functionality to further

support the brand’s strong renewal rate.

Strategic and Operational Review continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20248

STRATEGIC REPORT

Strategic and Operational Review continued

Oystercatchers

Oystercatchers is one of the Financial Times’ most

highly regarded management consultancies in the

UK, differentiated by its best-in-class agency pitch

services and business performance transformation

advice.

Performance in 2024 was impacted by a reduced

number of advertising agency pitches, due to sector

headwinds and cyclical timings, which led to a

significant reduction in revenue, compared with an

above average 2023. This outweighed the increase in

revenue from the Oystercatchers club membership,

which was supported by the brand’s stimulating

quarterly events programme.

Revenue model

Our business model is integral to driving the

profitability and success of the Group. We continue

to assess opportunities to maximise the value of

our brands, both through targeted investment in

opportunities for profitable revenue growth and

building resilience against sector headwinds. This

includes a focus on our brands, particularly The

Lawyer and MiniMBA as proven drivers of growth and

value creation. In 2024, revenue from outside the

United Kingdom represented 37% of total revenue

(2023: 38%).

Revenue breakdown

The chart below shows which brands derive

significant revenue from each revenue stream:

Sector

Brands

Premium

Content

Learning and

Development

Advisory

Events

Other revenue

Total (£m)

Legal The Lawyer

  

8.9

Marketing

MiniMBA



10.7

Marketing Week, Festival of Marketing and Creative

Review

  

4.1

TIG (Influencer Intelligence, Fashion & Beauty Monitor

and Foresight News)



4.9

Econsultancy

  

5.6

Oystercatchers



0.9

Revenue 2024 (£m) 14.5 10.7 2.9 4.1 2.9 35.1

Revenue 2024 (% of total) 41% 31% 8% 12% 8% 100%

Revenue 2023 (% of total) 41% 27% 13% 10% 9% 100%

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 20249

Underlying revenue movement

(6%)

(6%) 2024

(3%) 2023

Commentary

The decline in revenue from continuing operations

adjusted, if applicable, to exclude the impact

of event timing differences and the revenue

contribution arising from acquired or disposed

businesses.

See the Strategic and Operational Review and the

Financial Review for explanation of this year’s decline.

Adjusted diluted EPS

1.9 pence

2024 1.9 pence

2023 4.2 pence

Commentary

Diluted earnings per share calculated using the

Adjusted earnings, as set out in note 9 to the

financial statements.

Adjusted EBITDA margin

17%

2024 17%

2023 26%

Commentary

Adjusted EBITDA as a percentage of revenue where

Adjusted EBITDA is defined as Adjusted operating

profit before depreciation and impairment of

tangible assets and amortisation and impairment of

intangible assets other than those acquired through

a business combination.

See the Strategic and Operational Review and the

Financial Review for explanation of this year’s lower

margin.

Cash conversion

75%

2024 75%

2023 80%

Commentary

The percentage by which Adjusted operating cash

flow covers Adjusted EBITDA as set out in the financial

performance review.

STRATEGIC REPORT

The Group has set out the following core financial and non-financial

metrics to measure the Group’s performance. The KPIs are monitored

by the Board and these indicators are discussed in more detail in the

Strategic and Operational Review and Financial Review.

Key Performance Indicators

Financial

1 See definitions in Financial Review on page 17.

10 Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

Attendance at Festival of Marketing

974

2024 974

2023 998

Commentary

Number of unique delegates attending the Festival of

Marketing event in October.

All available tickets for the Festival of Marketing in

2024 and 2023 were sold.

Marketing sector customers >£50k

65 (£7.9m)

2024 65 (£7.9m)

2023 71 (£10.1m)

Commentary

Number and value of marketing sector customers

with sales greater than £50,000.

The reduction in marketing sector customers with

revenue >£50k reflects the more challenging macro-

economic conditions in 2024.

Delegates on MiniMBA courses

5,909

2024 5,909

2023 5,709

Commentary

Number of delegates on MiniMBA courses.

The number of delegates increased by 4% for 2024,

mainly as a result of an additional cohort of the

Management course, launched in September 2023.

The yield per delegate also increased.

Top 250 law rm customers

159 (£4.2m)

2024 159 (£4.2m)

2023 149 (£3.4m)

Commentary

Number and value of revenue from top 200 UK law

firms and top 50 US law firms.

The focus on higher value accounts continued in

2024 with a 17% increase in the average value of

these accounts.

Non-financial

STRATEGIC REPORT

Key Performance Indicators continued

11 Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

STRATEGIC REPORT

Performance: Financial Review

Overview

As highlighted in the interim results in July, the

marketing sector headwinds caused by macro-

economic challenges have continued to drive

restructurings in the marketing functions of many

blue-chip customers of Xeim, the business unit that

holds our marketing sector facing brands. This has

led to the curtailment of marketing budgets and,

although we have retained most of these customers,

their annual spend has reduced. The impact of these

prolonged challenges is materially reduced revenue

and profit during 2024.

These headwinds had a significant impact in 2024

on the Econsultancy and Oystercatchers brands,

and Xeim’s non-strategic advertising revenue. More

positively, revenue from our future growth drivers, The

Lawyer, MiniMBA and Marketing Week’s subscriptions,

continued to improve in the second half.

The resulting revenue for the year was £35.1m a

reduction of 6% from 2023, with Adjusted EBITDA

dropping from £9.7m in 2023 to £5.9m in 2024.

At 31 December the Group’s goodwill was tested for

impairment in accordance with IAS 36. As a result of

this, an impairment of £12.0m was recognised in relation

to the Xeim Cash Generating Unit.

Performance

Group

Statutory revenue fell by £2.2m to £35.1m in 2024, a

decrease of 6%. The Xeim business unit decreased

10% whereas The Lawyer business unit increased 7%.

Revenue generated from outside the UK remained

steady at 37% (2023: 38%) with a decrease in revenue

across all regions.

Adjusted EBITDA decreased by 39% from £9.7m to

£5.9m at a margin of 17% (2023: 26%). This margin

was lowered by the reduction in revenue, but

also an increase in operating expenditure that

Centaur invested to drive longer-term growth.

In 2024, we made an incremental investment of

£1.1m in operating expenditure and £1.2m in capital

expenditure across the Group, related to The

Lawyer’s content and product unification, marketing

expenditure and additional resource in MiniMBA, and

behind-the-paywall content for Marketing Week.

Without this enhanced investment the adjusted

EBITDA margin would have been approximately 20%.

The Group posted a decrease of 51% in adjusted

operating profit to £3.7m (2023: £7.6m). The Group

achieved an adjusted profit after taxation from

continuing operations of £2.8m (2023: £6.4m) resulting

in fully diluted adjusted earnings per share of 1.9

pence (2023: 4.2 pence). Statutory loss after taxation is

£9.6m (2023: a profit of £4.9m) after a £12.0m goodwill

impairment relating to the Xeim business unit following

the lower financial performance during 2024.

The focus on cash management and healthy cash

collections from customers continued in 2024. Net

cash

balances decreased from £9.5m to £8.9m

with the cash generated from operating profits

being offset by £2.6m of dividends, £1.2m of capital

expenditure and £1.0m on rental obligations.

Xeim business unit

Xeim’s revenue for 2024 was £26.2m, a decrease of

10% from £29.0m in 2023, with lower revenue across

many of its marketing sector brands. Blue-chip

companies and large clients responded to macro-

economic challenges by cutting back on their

budgets during the year in particular impacting new

and repeat business at Econsultancy.

MiniMBA – the number of delegates on the three

courses for 2024 grew by 4% in the year, which with a

2% increase in yield resulted in revenue growing 5%

on 2023 from £10.2m to £10.7m. This growth in revenue

was driven by a 22% increase in corporate sales

offset by a decrease in online sales of 2%.

Marketing Week/Festival of Marketing/Creative

Review – total revenue from these brands dropped

6% to £4.1m in 2024 due to the continued decline in

non-strategic advertising revenue, down 25%.

Simon Longfield

Chief Financial Officer

1 Net Cash is the total of cash and cash equivalents and short-term deposits.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202412

STRATEGIC REPORT

Performance: Financial Review continued

However, subscription revenue from Marketing

Week has increased 16% year-on-year as a result

of the investment in Marketing Week premium

content, which sits behind a paywall, with higher-

than-expected renewal rates of 81% and enhanced

new business resulting in a 32% increase in its book

of business. The growth in revenue from tickets at

the sold-out Festival of Marketing in October and

strong attendance at the Marketing Week Awards in

November, resulted in events revenue across these

three brands in line with 2023.

Econsultancy – Premium Content subscription

renewal rates dropped to 67% in 2024 (2023: 72%)

with ongoing macro-economic pressures impacting

new business resulting in a 20% reduction in premium

content revenue. Delays in signing contracts and

lower customer budgets also impacted Advisory

and market research project revenues, down 20%,

resulting in an overall 21% reduction in revenue for the

brand to £5.6m.

The Influencer Group (comprising the Influencer

Intelligence, Fashion & Beauty Monitor and Foresight

News brands) – premium content revenue declined

by 10% to £4.9m impacted by tightening budgets in the

retail and fashion sector. New business was consistent

across the year but was 21% down on 2023 levels and

renewal rates decreased to 78% (2023: 87%).

Oystercatchers – sales were significantly impacted

by a cyclical downturn in new pitch business and

the brand reported a 53% decrease in revenue

compared to prior year.

The Lawyer business unit

The Lawyer continues to deliver good growth in

Premium Content, with an 11% increase from 2023,

driven by a combined 111% renewal rate from all its

subscription products and a 59% increase in new

business. This resilient performance was further

supported by a 17% increase in revenue from events

due to the continuing success of the GC Summit and

The Lawyer Awards, together with the introduction of

the new Legal Transformation Summit in March and

Horizon Live. The growth in Premium Content and

Events was partially offset by 21% lower revenue from

non-strategic Marketing Solutions and Recruitment

Advertising.

Measurement and non-statutory

adjustments

The statutory results of the Group are presented

in accordance with UK-adopted International

Accounting Standards (IFRS). The Group also uses

alternative reporting and other non-GAAP measures

as explained below and as defined in the table at the

end of this section.

Adjusting items

Adjusted results are not intended to replace

statutory results but are prepared to provide a

better comparison of the Group’s core business

performance by removing the impact of certain

items from the statutory results. The Directors believe

that adjusted results and adjusted earnings per

share are the most appropriate way to measure

the Group’s operational performance because they

are comparable to the prior year and consequently

management review the results of the Group on an

adjusted basis internally.

Statutory operating profit from continuing operations

reconciles to adjusted operating profit and adjusted

EBITDA as follows:

Note

2024

£m

2023

£m

Statutory operating (loss)/profit (8.7) 6.1

Adjusting items:

Exceptional costs 4 0.8 0.4

Goodwill impairment 10 12.0 –

Share-based payments 23 (0.4) 1.1

Adjusted operating profit 3.7 7.6

Depreciation and amortisation 3 2.2 2.1

Adjusted EBITDA 5.9 9.7

Adjusted EBITDA margin 17% 26%

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202413

STRATEGIC REPORT

Adjusting items from continuing operations of £12.4m in the year (2023: £1.5m) are comprised as follows:

Adjusting Item Description

Exceptional costs Exceptional costs of £0.8m relate to: post cessation costs of £0.5m for the retirement of the CEO,

as detailed in the Remuneration Committee report, non-recurring legal fees of £0.2m and other

restructuring costs of £0.1m (2023: £0.4m).

Goodwill impairment A charge of £12.0m relates to the impairment of goodwill in the Xeim business unit.

Share-based

payments

Share-based payments credit of £0.4m is due to forfeitures relating to leavers and lower future

vesting estimates (2023: charge of £1.1m).

Segment profit

Segmental profit is reported to improve clarity around performance and consists of the gross contribution for

the Xeim and The Lawyer business units less specific overheads and allocations of the central support teams

and overheads that are related to each business unit. Any costs not attributable to either the Xeim or The

Lawyer business units, remain as part of Central costs.

The table below shows the statutory revenue from continuing operations, which is the same as the underlying

revenue for both years, for each business unit:

Xeim

2024

£m

The

Lawyer

2024

£m

Total

2024

£m

Xeim

2023

£m

The

Lawyer

2023

£m

Total

2023

£m

Revenue

Premium Content 8.8 5.7 14.5 10.0 5.2 15.2

Learning and Development 10.7 – 10.7 10.2 – 10.2

Advisory 2.9 – 2.9 4.6 – 4.6

Events 2.0 2.1 4.1 2.1 1.8 3.9

Other revenue 1.8 1.1 2.9 2.0 1.4 3.4

Total statutory revenue 26.2 8.9 35.1 28.9 8.4 37.3

Revenue (decline)/growth (10)% 7% (6)%

The table below reconciles the adjusted operating profit/(loss) for each segment to the adjusted EBITDA:

Xeim

2024

£m

The

Lawyer

2024

£m

Central

2024

£m

Total

2024

£m

Xeim

2023

£m

The

Lawyer

2023

£m

Central

2023

£m

Total

2023

£m

Revenue 26.2 8.9 – 35.1 28.9 8.4 – 37.3

Adjusted net operating expenses (22.6) (6.1) (2.7) (31.4) (21.4) (5.4) (2.9) (29.7)

Adjusted operating profit/(loss) 3.6 2.8 (2.7) 3.7 7.5 3.0 (2.9) 7.6

Adjusted operating margin 14% 31% 11% 26% 36% 20%

Depreciation and amortisation 1.6 0.4 0.2 2.2 1.5 0.4 0.2 2.1

Adjusted EBITDA 5.2 3.2 (2.5) 5.9 9.0 3.4 (2.7) 9.7

Adjusted EBITDA margin 20% 36% 17% 31% 40% 26%

Net finance income

Net finance income was £0.2m (2023: £nil). The Group held positive cash balances throughout the year and

therefore, in both 2024 and 2023, finance costs mainly relate to the commitment fee payable for the revolving

credit facility and interest on lease payments for right-of-use assets. In 2024 this was offset by interest income

of £0.3m (2023: £0.3m) on cash and short-term deposits.

Performance: Financial Review continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202414

STRATEGIC REPORT

Taxation

A tax charge of £1.0m (2023: £0.8m) has been recognised on continuing operations for the year. The adjusted

tax charge was £1.1m (2023: £1.2m). The Company’s profits were taxed in the UK at a rate of 25.0% (2023: 23.5%).

There was a loss before tax of £8.5m, but due to expenses not deductible for tax purposes, there was a net

charge of £1.0m. See note 7 for a reconciliation between the statutory reported tax charge and the adjusted

tax charge.

Earnings per share

The Group has delivered adjusted diluted earnings per share for the year of 1.9 pence (2023: 4.2 pence).

Diluted earnings per share for the year were a negative 6.6 pence (2023: positive 3.2 pence). Full details of the

earnings per share calculations can be found in note 9 to the financial statements.

Dividends

Under the Group’s dividend policy, Centaur distributes the higher of the previous year’s dividend or 40% of

Adjusted retained earnings.

Therefore, the Group has proposed a final dividend of 1.2 pence per ordinary share in respect of 2024. This

brings the total ordinary dividends relating to 2024 to 1.8 pence (2023: 1.8 pence) per ordinary share.

The final ordinary dividend is subject to shareholder approval at the Annual General Meeting and, if approved,

will be paid on 23 May 2025 to all ordinary shareholders on the register at the close of business on 9 May 2025.

Cash flow

2024

£m

2023

£m

Adjusted operating profit 3.7 7.6

Depreciation and amortisation 2.2 2.1

Movement in working capital (1.5) (1.9)

Adjusted operating cash flow 4.4 7.8

Capital expenditure (1.2) (2.1)

Cash impact of adjusting items (0.5) (0.5)

Taxation 0.2 (1.6)

Repayment of lease obligations and net interest income (0.8) (0.8)

Free cash flow 2.1 2.8

Purchase of own shares and payments on share options exercised (0.1) (0.4)

Dividends paid to Company’s shareholders (2.6) (8.9)

Decrease in net cash

(0.6) (6.5)

Opening net cash

9.5 16.0

Closing net cash

8.9 9.5

Cash conversion 75% 80%

1 Net cash is the total of cash and cash equivalents and short-term deposits.

Adjusted operating cash flow is not a measure defined by IFRS. Centaur defines adjusted operating cash

flow as cash flow from operations excluding the impact of adjusting items. The Directors use this measure

to assess the performance of the Group as it excludes volatile items not related to the core trading of the

Group and includes the Group’s management of capital expenditure. A reconciliation between cash flow from

operations and adjusted operating cash flow is shown in note 1(b) to the financial statements.

The cash conversion of 75% (2023: 80%) has been adjusted to exclude these one-off items and has reduced in

the year due to negative working capital movements in particular from the timing of accruals payments.

Performance: Financial Review continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202415

STRATEGIC REPORT

Performance: Financial Review continued

Financing and bank covenants

On 16 March 2021 the Group signed a revolving credit facility with NatWest which allows the Group to borrow

up to £10m and has a three-year duration with the option of two further one-year periods. On 5 December

2022, management exercised the option to extend for the first further one-year period. On 19 February 2024,

management exercised the option to extend for the second further one-year period until 31 March 2026. The

Group has not drawn down any borrowings under the facility.

Balance sheet

2024

£m

2023

£m

Goodwill and other intangible assets 32.6 44.7

Property, plant and equipment 1.2 2.2

Deferred taxation 1.0 1.9

Deferred income (8.2) (8.4)

Other current assets and liabilities (3.0) (4.0)

Non-current assets and liabilities – (0.8)

Net assets before cash 23.6 35.6

Net cash

8.9 9.5

Net assets 32.5 45.1

1 Net cash is the total of cash and cash equivalents and short-term deposits.

Goodwill and other intangibles have decreased by £12.1m primarily due to the impairment of goodwill of £12.0m

during the year.

Going concern

After due consideration, as required under IAS 1 Presentation of Financial Statements, of the Group’s forecasts

for at least twelve months from the date of this report and the effectiveness of risk management processes,

the Directors have concluded that it is appropriate to continue to adopt the going concern basis in the

preparation of the consolidated financial statements for the year ended 31 December 2024.

As detailed under the Risk Management section, the Directors have assessed the viability of the Group over a

three-year period to March 2028 and the Directors have a reasonable expectation that the Company will be

able to continue in operation and meet its liabilities as they fall due over that period.

Conclusion

As highlighted in the interim results in July, the marketing sector headwinds caused by macro-economic

challenges have continued to drive restructurings in the marketing functions of many blue-chip customers.

The impact of these challenges has materially reduced revenue and profit during 2024 in particular having

a significant impact on the Econsultancy and Oystercatchers brands, and Xeim’s non-strategic advertising

revenue.

More positively, revenue from our future growth drivers, The Lawyer, MiniMBA, and Marketing Week’s

subscriptions, continued to improve throughout the year.

The resulting revenue for the year was £35.1m a reduction of £2.2m from 2023, with Adjusted EBITDA declining

from £9.7m in 2023 to £5.9m in 2024.

Simon Longfield

Chief Financial Officer

18 March 2025

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202416

STRATEGIC REPORT

Performance: Financial Review continued

Alternative performance measures

Measure Definition

Adjusted EBITDA Adjusted operating profit before depreciation and impairment of

tangible assets and amortisation and impairment of intangible assets

other than those acquired through a business combination.

Adjusted EBITDA margin Adjusted EBITDA as a percentage of revenue.

Adjusted EPS EPS calculated using adjusted profit for the period.

Adjusting items Items as set out in the statement of consolidated income and notes

1(b) and 4 of the financial statements including exceptional items,

amortisation of acquired intangible assets, profit/(loss) on disposal of

assets, share-based payments, volatile items predominantly relating

to investment activities and other separately reported items.

Adjusted net operating expenses Net operating expenses excluding adjusting items.

Adjusted operating profit Operating profit excluding adjusting items.

Adjusted profit before tax Profit before tax excluding adjusting items.

Adjusted retained earnings Profit for the year excluding adjusting items.

Adjusted tax charge Tax charge excluding the tax charge on adjusted items.

Cash conversion Adjusted operating cash flow (excluding any one-off significant cash

flows) / adjusted EBITDA.

Exceptional items Items where the nature of the item, or its magnitude, is material and

likely to be non-recurring in nature as shown in note 4.

Free cash flow Increase/decrease in cash for the year before the impact of debt,

acquisitions, disposals, dividends and share repurchases.

Net cash The total of cash and cash equivalents and short-term deposits.

Segment profit Adjusted operating profit of a segment after allocation of centrally

managed overheads that are directly related to each segment or

business unit.

Underlying revenue Statutory revenue adjusted to exclude the impact of revenue arising

from acquired businesses, disposed businesses that do not meet the

definition of discontinued operations per IFRS 5, and closed business

lines (“excluded revenue”).

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202417

STRATEGIC REPORT

Section 172 Statement

Centaur’s success is built on the strength of our stakeholder relationships. The Board prioritises frequent and

open engagement with all our stakeholders and their views, values and suggestions are at the heart of our

decision-making process. In 2024, these interactions were a key input to our strategic choices in the context of

the tougher trading conditions in the year. Taking into consideration the factors set out in Section 172(1)(a) to

(f) of the Companies Act 2006, the table below outlines who our key stakeholders are and how we interact with

them when making key decisions for the long-term benefit of the Group. This should be read in conjunction

with our ESG report on pages 20 to 31.

How we engage? Why we engage? What matters to this Group?

Investors

Formal documented investor roadshow

meetings, post results presentations and

market updates, as well as other ad hoc

investor meetings.

Paid-for research, including video

interviews, available to all investors via

our website and distributed via press

releases and email.

Annual General Meeting.

Consultation prior, during and post

strategic decision making or execution.

Our investors are integral to

monitoring and safeguarding the

governance of the Group and

increasing shareholder value is one of

our major focus areas.

We work to ensure that our investors

and their representatives have a good

understanding of, and are supportive

of, our strategy, business model,

opportunity, culture and approach to

ESG.

Strategy and business model.

Long term share value growth and a

sustainable dividend policy.

Financial stability and clear

communication.

An engaged and proactive Board

who take investors’ views into

account in decision making.

ESG performance.

During 2024 a Capital Markets Day was held for all investors, giving them the opportunity to talk in detail about the strategy.

Our strategy is reviewed at Board meetings to ensure that it is delivering the best outcome for the stakeholders.

Customers

Every day we interact with a wide variety

of existing and potential customers

through marketing and sales processes,

through delivery of services and from

face-to-face interaction at events. This is

with a view to understanding customer

requirements and feedback, to manage

their expectations and to generate long

term profitable revenue.

Our purpose is to enable ambitious

leaders to see around corners

and deliver change. To ensure our

customers are satisfied with our

offering and that we increase our

recurring revenue, it is vital that we

obtain feedback to understand their

requirements and adapt our offering

to their needs.

The customer experience and overall

customer satisfaction.

A provider that listens and adapts

products to their needs.

Innovative products which deliver

enhanced value.

At the end of each learning course and event that we deliver, we survey participants to ask them what we can improve on

and their assessment of the course or event. A Net Promoter Score is then calculated - our MiniMBA courses in Brand and

Marketing regularly receive scores above +70.

Employees

DICE (Diversity, Inclusion, Culture and

Engagement) panel was established in

2019 so that all employees have a voice

and their views are considered. Work

undertaken by DICE is provided in the

ESG report.

Monthly Executive Committee meetings

and regular senior leadership and team

meetings held virtually and in-person.

Hybrid company-wide Town Hall

sessions every two months to update

employees on business and people

issues, celebrate success through the

LOVE awards and an open Q&A session.

Our diverse workforce of 226

employees (at 31 December 2024)

is our most important asset and

our success depends on their

commitment and job fulfilment. It is

vital to ensure that we take their needs

into account in our strategic decision

making.

To ensure that communication is

clear and broadcast throughout

the Company, so all employees

understand the purpose and

objectives of Centaur.

Opportunities for career development

and progression.

Agile working patterns.

A hybrid working model with

employees typically attending the

office two days per week is now

embedded. Brand days are in place

to maximise the impact of days in the

office.

The move to the new smaller office

footprint at the beginning of 2023

has been a success creating a more

collaborative and energised working

environment.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202418

STRATEGIC REPORT

Section 172 Statement continued

A weekly online sense check

questionnaire “Engage” measures

employees’ motivation and levels of

engagement providing line managers

with quarterly Engage scores to facilitate

action plans to support team members.

An annual employment survey is

released by the HR team and actions to

address issues are agreed.

Annual appraisals and increased focus

on ensuring that all employees had

objectives set at the beginning of 2024.

We held a successful Wellness Fortnight

with a range of sessions culminating in a

company-wide wellbeing day.

The Company is working hard to drive

its status as a destination employer

by creating the right environment

and culture and focusing on the right

benefits and processes.

An understanding management

team who listens to employees and is

considerate of their views and values.

Opportunity to share ideas and make

a difference.

Diversity and inclusion.

Centaur’s ESG commitments.

During 2024 the Company launched the Manager Essentials Programme. It has been designed to equip managers with the

essential tools, strategies and insights needed to excel in Centaur’s dynamic business.

Strategic suppliers

The Company has meetings with

suppliers as appropriate, together

with negotiations on the terms and

conditions of supply.

Strategic suppliers underpin several

key business operations. Strategic

decisions consider the impact on

these suppliers, in terms of capability,

scale, value for money and risk.

To ensure that the Company can

comply with agreed terms and

conditions.

Centaur’s values and its high

standards of business conduct.

Security of data and personal

information.

Innovation and product development.

During 2024, our Cyber Security Workgroup programme has made significant progress in strengthening our security

posture. We have improved our centralised cyber monitoring and automated response procedures, reinforced access

controls, and introduced the mandatory use of hardware keys and single sign-on for all critical and sensitive systems.

These measures have been key to safeguarding our information systems and data stores, ensuring the security of our data

and supplier information.

Community

The Company supports local communities

and charitable organisations through

direct fundraising and donations. During

2024, the Company supported Macmillan

Cancer Support and Crisis as its nominated

charities. A total of £10,500 was raised for

charity in 2024 (2023: £16,275).

To be a good corporate citizen and

give back to the communities and

charities that are important to our

employees and to the Company.

Time, resource and donations from

corporate companies that assist the

aims of these organisations.

Each year employees get to choose a charity to donate any money raised through employee activities.

Government and regulators

The Board’s intention is to behave

responsibly and comply with all

applicable laws and regulations to

ensure that the business operates

with integrity, transparency and

accountability, and acts with high

standards and good governance.

In doing so, we believe we will achieve

our long-term business strategy and

develop our reputation further in our

sector.

To ensure that the business operates

in a legal and transparent manner,

in compliance with the spirit of all

applicable laws and regulations.

Regular training for employees on Data Compliance, Anti-bribery, Data Protection, Contracting and Data Breach.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202419

STRATEGIC REPORT

Environmental, Social and

Governance (ESG) report

Environmental

Climate

Climate change remains one of the greatest

challenges of our times – even for companies

in industries recognised as having a lower

emissions impact. Centaur recognises the need

for continued focus on how we can reduce our

impact on the environment and become a more

sustainable business over time. We also recognise

that transparency regarding climate-related

disclosures, including the identification, assessment

and management of our climate-related risks

and opportunities, is of critical importance to our

stakeholders. While our services are predominantly

digital in nature, and therefore our exposure to

climate-related risk is less than that of businesses

operating in many other sectors. The Group is

not immune from the effects of climate change,

particularly with respect to our in-person events.

In recognition of this, during 2024, Centaur has

continued to work to improve the quality of its

compliance with the recommendations of the TCFD

across the four pillars of Governance, Strategy, Risk

management and Metrics and Targets, as detailed

more fully below.

Centaur’s response to the recommendations of the

Task Force on Climate-related Disclosures (‘TCFD’)

In 2024, Centaur has complied with the

requirements of UKLR 6.6.6R by making climate-

related financial disclosures consistent with all

TCFD recommendations except for the financial

component of the second recommended disclosure

of Strategy and the third recommended disclosure of

Metrics and Targets. Centaur is committed to working

towards improving its disclosure in line with UK

regulatory requirements. Centaur is aware of the UK

government’s aim to establish the UK Sustainability

Reporting Standards in Q1 2025, and will continue to

monitor the progress of any upcoming regulatory

changes before making a decision on how to

approach disclosures for 2025.

➔Describe the Board’s oversight of climate-related

risks and opportunities

The Board, together with the Executive Committee,

has overall responsibility and accountability for

climate-related risks and opportunities impacting

the Group. Through the Audit Committee and the Risk

Management approach (see page 32), the Board has

oversight of the climate-related risks to the Group

and is responsible for the mitigations in place for

managing these. The Board also has oversight of

Centaur’s Environmental and CSR Policy and, through

its Non-Executive Director sponsor, Carol Hosey, the

environmental initiatives organised by Centaur’s

employee engagement committee, DICE.

Audit committee

The

Board

Executive Committee

Climate Steering Committee

(Legal, Finance, Company secretary, Event Operations, Data, DICE)

Continually adapting to the risks

Informing

Reporting

Governance

Centaur’s Climate Governance Structure

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202420

STRATEGIC REPORT

Centaur benefits from the climate-related knowledge

and experience of its Directors, particularly through

their directorships of other listed companies that

have TCFD obligations, supported by Exco and other

senior managers.

In 2024, the Board considered climate-related

matters at least once, as a standalone Board agenda

item. The Board also considered climate with regards

to Centaur’s strategic plans and budgets as well as

the suitability of Centaur’s climate key performance

indicators. As a part of this approach, options for

focused climate-related risk training to the Board

remain an additional aspect for consideration.

The Board recognises the need for Centaur to

develop a net zero target, an action which Centaur’s

management intends to explore further during 2025.

➔Describe management’s role in assessing and

managing climate-related risks and opportunities

Centaur has a clear governance structure for

the assessment and management of climate-

related risks, as shown in the organogram above.

To ensure that this governance structure remains

fit for purpose, Centaur commits to reviewing it at

least once annually and adapting it accordingly

where necessary. Centaur reviewed the governance

structure during 2024 and has determined that no

changes are necessary at this time.

The Board has delegated the day-to-day operational

management of climate-related risks and

opportunities to the Executive Committee, although

we expect all employees in senior management

positions to take responsibility for managing climate-

related risks and opportunities, including escalating

any material risks to the Executive Committee where

necessary.

Centaur has a dedicated Climate Steering

Committee which reports to the Executive

Committee. The Committee is chaired by the

General Counsel and Company Secretary and has

representation and input from key internal functions,

as detailed in the organogram above, as well as

members of Centaur’s employee engagement

committee, DICE. The Committee also includes an

Executive Committee member, the Chief Technology

Officer, a change which was implemented in 2023

to strengthen its reporting line to the Executive

Committee.

The Committee’s primary purpose is to oversee

sustainability initiatives and make recommendations

to the Executive Committee regarding Centaur’s

climate strategy. It acts as a forum for sharing

climate-related learning and ensuring effective

communication between colleagues with regard to

Centaur’s climate strategy. In 2024, the Committee

met three times formally (in March, July and

November 2024) and members met regularly on

a more informal basis with regard to key areas of

focus. This has resulted in, amongst other things,

the development of a Sustainable Events Policy, a

Sustainable Travel Policy and the roll-out of to all

staff on sustainability and climate-related matters.

The Committee formally reported to the Board on its

climate-related activities and initiatives twice during

2024: in February and July).

In 2024, Centaur revised the ongoing appropriateness

of the detailed climate materiality assessment first

undertaken in 2022 and involving input and insights

from the Executive Committee in order to further

understand the risks and opportunities that climate

change poses for the Group, as described more fully

below. This climate materiality assessment is now

reviewed annually, and Centaur concluded that, for

2024 and, we expect, in the short-term, it remains

appropriate and relevant in all material respects.

Further, as part of the Group’s measures to

strengthen the identification and assessment

of such risks and opportunities, climate change

considerations have now been embedded into

Centaur’s business-as-usual processes. This includes,

but is not limited to, the assessment of weather-

related events that may impact our employees,

clients and event attendees and their ability in

particular to attend Centaur’s office, in-person

events, face-to-face training and award ceremonies,

to ensure related risks are considered and mitigation

measures are understood and implemented where

appropriate.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202421

STRATEGIC REPORT

Strategy

➔Describe the climate-related risks and

opportunities the organisation has identified over

the short (S), medium (M) and long term (L)

➔Describe the impact of climate-related risks

and opportunities on the organisation’s business,

strategy and financial planning

In 2022, supported by sustainability consultancy

Anthesis Group, Centaur undertook a climate

materiality assessment that involved a climate

screening exercise and workshop with members

of management and key stakeholders to identify

and assess which physical and transitional risks

arising from climate change could impact Centaur’s

business. The exercise considered the nature of

such impacts and the likelihood of these risks arising

across three time horizons: short (2030), medium

(2040) and long-term (2050). Risks and opportunities

were ranked from low to high priority and a scenario

analysis of the top six risks (being three physical risks

and three transitional risks), as set out in the table

below, was undertaken to better understand and

validate Centaur’s resilience across differing future

time horizons and hypothetical world temperature

scenarios.

In 2024, Centaur continued to investigate and build

upon climate-related opportunities that will allow

the Group to support the transition to a net zero

economy. Some notable developments for Centaur

in 2024 include the following:

• Centaur developed a Sustainable Events Policy

that aims to ensure that its major in-person events

and award ceremonies align with Centaur’s key

sustainability considerations;

• Centaur developed a Sustainable Travel Policy

which aims to reduce the carbon emissions from

our business travel by setting out sustainability-led

principles that all Centaur staff must follow when

undertaking travel on behalf of the business;

• Following the adoption of a new climate-related

content metric in 2023, and in recognition of the

opportunity to use our own platforms to amplify

the conversation around the impacts of climate

change, Centaur has published sixty-four (64)

pieces of climate and/or sustainability-related

content across both our marketing and legal

sector brands;

• DICE launched a new ‘Environment’ section on

the Centaur Hub (Centaur’s intranet for staff

information sharing and collaboration) which

contains information on Centaur’s climate-related

initiatives;

• As mentioned below, DICE also launched its

‘summer series’ of email newsletters to all staff

containing practical information on how they can

support the climate change agenda, including

information about Centaur’s electric vehicle and

cycle-to-work schemes, London Climate Week and

volunteering opportunities; and

• Centaur continued to focus on its digital strategy,

in recognition of the role that digital technologies

can play in helping to mitigate climate change.

Centaur recognises that, in 2024, Centaur’s climate-

related risks continued to be prioritised over

opportunities, and we intend to continue to develop

our identification and understanding of these

opportunities over the short, medium and long term.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202422

STRATEGIC REPORT

Environmental, Social and Governance (ESG) report continued

Risk type and timeframe

Description of climate-related risks and opportunities, together with Centaur’s mitigations of and

resilience to any such risks

Transitional risks

Reputation

Timeframe: S, M, L

Climate change has been identified as a potential source of reputational risk tied to

customer or stakeholder perceptions of Centaur’s contribution to or detraction from the

transition to a lower carbon economy. Centaur faces potential reputational damage from

not ‘walking the walk’ in supporting the net zero agenda. Misalignment to the global climate

action agenda, not keeping up with stakeholder expectations and having unambitious

commitments within this area could harm the Group’s reputation and therefore result in

reduced demand from customers, investment from shareholders and the availability of new

recruits. Centaur’s climate governance structure and ongoing assessment of the suitability

of this structure, including its Climate Steering Committee which drives overall strategic

direction and the setting of targets and mainstreaming of climate action across the Group,

is expected to help to mitigate this risk.

Policy, law and regulation

Timeframe: S, M, L

As the UK has mandated into law a strategy to decarbonise all sectors of the UK economy

to meet its net zero target by 2050, an increase in law and regulation in this area is

expected, particularly for publicly listed companies as demonstrated by the existing TCFD

requirements and the anticipated adoption of the ISSB Standards by the UK. New legal and

regulatory requirements to improve transparency on climate-related matters will require

the Group to fully understand what must be done to avoid the potential for sanctions

by regulators. Not fully understanding or aligning with these requirements could result in

reputational damage and/or additional costs. The climate materiality workshop undertaken

by Centaur with Anthesis Group in 2022, the output of which was reviewed again in 2024,

has supported the Group in understanding this risk and the requirements of the TCFD and

the Climate Steering Committee, together with Centaur’s existing measures for identifying

and addressing changes in policy, law and regulation, should help to mitigate this risk.

Technology

Timeframe: S, M

Technological improvements or innovations that support the transition to a lower carbon

economy will affect the competitiveness of certain businesses. With increasing pressures for

businesses to reduce their carbon footprint, it is anticipated that certain sectors, including

technology, will be required to change infrastructure to be less carbon intensive. Centaur

could experience an increase in costs in its supply chain, including for elements such as

cloud hosting, data storage and employee travel for in-person training and events due to

potential future carbon taxation. Centaur’s Chief Technology Officer will help to mitigate

this risk by keeping Centaur’s technology stack and its fitness for purpose in this regard

under review. Opportunities do exist for the Group to align its services and solutions with less

carbon intensive infrastructure to help address its customer’s own climate goals and the

wider technological systemic changes expected.

Physical risks

Flooding

Timeframe: M, L

Flooding is deemed to be a low risk to the Group, albeit one that is more related to travelling

to and from locations (whether these be to Centaur’s office or its customers’ offices, for

example) rather than materially affecting operations. Although flooding is anticipated to

increase across the UK in future years, as Centaur does not own any buildings (its office is

leased and data centres are owned by third parties), its exposure to physical damage to its

assets is not material to the Group. Additionally, as a large proportion of the Group’s business

is digital with back-ups available on cloud-based storage, should a third-party supplier be

impacted by flooding, there is a low risk of data being lost. Furthermore, Centaur’s events

continue to represent a relatively low proportion of revenue, so if cancelled or postponed due

to flooding, the impact on revenue would not be material.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202423

STRATEGIC REPORT

Risk type and timeframe

Description of climate-related risks and opportunities, together with Centaur’s mitigations of and

resilience to any such risks

Physical risks continued

Extreme heat

Timeframe: S, M, L

UK heatwaves in recent years have heightened Centaur’s awareness of the risk of extreme

temperatures and the potential impact on the productivity of its staff. Centaur is a UK

based business and many UK residential buildings do not have air-conditioning systems.

When working from home, Centaur employees may face increasing challenges in working

productively during heatwaves in the future. The Group is somewhat resilient to this as

an air-conditioned office is available for use by its employees. By contrast, the impact of

extreme heat on the wider transport infrastructure is outside Centaur’s control, however,

by monitoring weather updates from the MET office, Centaur can ensure that sufficient

mitigation measures are in place to safeguard employee health, safety and wellbeing.

Storms

Timeframe: S, M, L

As global temperatures rise and precipitation increases, storms are becoming increasingly

unpredictable, with higher winds and more intense rainfall. As a digital business, increased

storms (both frequency and intensity) could result in power outages which impact the

Group’s ability to operate efficiently. The possible impact of power outages on Centaur’s

in-person training, consultancy and the hosting of events is also recognised as a risk to the

Group. This risk can be mitigated through the fact that Centaur operates a hybrid working

policy, meaning that staff have flexible work locations, as well as the use of cloud-based

storage (so that work is backed up in the cloud should Centaur or its employees face power

outages) and the ability to convert face-to-face services to a digital format.

Following the results of the climate materiality

assessment, the Group considered actual and

potential climate-related risks and opportunities in

its financial planning by assessing their impact on

the viability of the Group and its brands, the potential

impairment of value of business assets and the

potential for contingent liabilities to arise.

Separately, as described in ‘Risk Management’

below, Centaur has undertaken an assessment of

the materiality of such transitional and physical

risks, including scoring each risk both in terms of

the likelihood of a risk’s occurrence and its potential

impact on the Group and considering where it

ranks in relation to other material risks. Centaur

has concluded that, at present, the transitional and

physical risks identified are expected to have an

immaterial financial impact on Centaur’s strategy

and its current financial planning cycle. Further,

Centaur’s investment in new digital products and

its operations are not currently expected to impact

significantly on its business or alter its risk profile.

Beyond Centaur’s three-year future financial planning

cycle, we have not fully assessed and analysed

the impacts of climate-related issues on financial

planning due to transitional challenges including

data and system limitations. As our understanding

of climate risks and opportunities evolves, we will

incorporate key impacts into our financial planning.

Centaur will continue to consider the materiality and

impacts of its climate-related risks on an annual

basis, particularly in respect of future strategic and

financial planning cycles to ensure that any increase

in materiality is identified, and appropriate action

can be taken to mitigate against increased risk. For

information on the potential longer-term impacts of

climate-related risks, please see the scenario analysis

discussion below.

➔ Describe the resilience of the organisation’s

strategy, taking into consideration different climate-

related scenarios, including a 2°C or lower scenario

Centaur conducted its first climate-related scenario

analysis in 2022 and revisited this analysis during 2024,

concluding that it remains appropriate and relevant

in all material respects. In line with the TCFD, Centaur’s

scenario analysis consisted of a qualitative scenario

analysis considering three climate scenarios and

three-time horizons (2030, 2040 and 2050). Climate

scenarios used include a Paris-aligned 1.5°C scenario

(‘Net Zero 2050’), a <2°C scenario (‘Delayed Transition’)

and a 3°C scenario (‘Current Policies’). The analysis

includes data from the Intergovernmental Panel on

Climate Change (IPCC) and the Network for Greening

the Financial System (NGFS). The key findings from

Centaur’s scenario analysis are below, and we intend

to keep this under review and further refine and

develop our climate modelling and scenario analysis

capabilities to quantify climate risk in future.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202424

STRATEGIC REPORT

• Centaur is exposed to both physical and

transitional risks, with transitional risks posing a

relatively higher risk than physical risks, however

overall the risks are not deemed to be financially

material;

• The level of risk to Centaur is greatest under the

‘Delayed Transition’ and ‘Current Policies’ scenarios,

with the level of risk increasing over the medium

and longer terms (2040 and 2050);

• Centaur is generally resilient to the physical risks

associated with climate change, aside from under

a worst case ‘Current Policies’ scenario that would

see an increase in unmitigated and unpredictable

climate events with increasing frequency and

severity;

• Flooding is considered to be the greatest risk

in future scenarios (particularly the ‘Delayed

Transition’ and ‘Current Policies’ scenarios), as this

risk has the greatest percentage change across

time horizons and could impact (for example)

employees’ travel to the office or in-person events

or meetings with clients;

• Transitional risk, and in particular policy and legal

risk, is greatest under the ‘Delayed Transition’

pathway due to the likelihood of tough but sudden

national policies being put in place to reduce

emissions, creating more rapid and disruptive

changes in the economy; and

• Under all scenarios, consideration of the climate

via Centaur’s products, services and actions to

support the net zero transition represents an

opportunity for the Company to differentiate itself

from its peers by positioning itself as a climate

conscious organisation and supporting a reduction

in reputational risks.

Scenario Net Zero 2050

(or ‘Paris-aligned’)

Delayed Transition

(or ‘disorderly transition’)

Current Policies

(or ‘hot house world’)

Description This is an ambitious scenario

which limits global warming

to 1.5°C through stringent

climate policies, which are

introduced immediately, and

innovation, reaching net zero

emissions around 2050,

giving at least a 50% chance

of limiting global warming to

below 1.5°C by 2100, with no or

little overshoot (<0.1°C) of 1.5°C

in earlier years. Transitional risks

are likely to be driven by higher

emissions costs and changes

in business and consumer

preferences. The level of

physical risk is anticipated to

be relatively low.

The scenario assumes global

annual emissions do not

decrease until 2030 and

policies are not introduced

until 2030 (or later) and in a

more rapid and disruptive

manner. Technology change

is anticipated to be slow for

the first decade with a rapid

increase in change and

innovation anticipated from

2030 onwards; pushing carbon

prices higher than in the Net

Zero 2050 scenario. As a result,

emissions may exceed the

carbon budget temporarily in

the 2020’s and decline rapidly

after 2030 resulting in a 67%

chance of limiting global

warming to below 2°C. This

scenario could result in both

higher transitional and physical

risks than the Net Zero scenario.

This scenario assumes that

only currently implemented

policies are preserved, leading

to higher physical risks and

lower transition risks than in

either the Net Zero 2050 or

Delayed Transition scenarios.

This means that policies in

place at present are not

anticipated to increase

in ambition and the level

of action taken to reduce

emissions going forward is

minimal. Technologies are

not fully developed by 2050

and emissions continue to

rise until 2080 leading to circa

3°C of warming and severe

climate-related physical

risks. This scenario can help

Centaur to better understand

the long-term physical risks

to its business, the economy

and wider society if the world

continues on the current path

to a ‘hot house world’.

Future World 1.5°C warming <2°C warming >3°C warming

Time Horizons 2030 and 2050 2030 and 2050 2030 and 2050

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202425

STRATEGIC REPORT

Scenario Net Zero 2050

(or ‘Paris-aligned’)

Delayed Transition

(or ‘disorderly transition’)

Current Policies

(or ‘hot house world’)

Analysis for

Centaur

The greatest climate-related

risks for Centaur under this

scenario are transitional,

particularly those associated

with policy and law and

regulation and, to a lesser

extent, technological shifts.

Reputation is also assessed as

a moderately low transitional

risk for Centaur in this scenario.

Centaur is mostly resilient to

the physical risks associated

with climate change in this

scenario as the it does not

have significant physical

assets such as warehouses,

multiple offices, or complex

supply chains. The risk is low

(or moderately low) across all

of the assessed physical risks

across all time horizons due

to the digital-based nature

of the Group’s business and

the ability to back-up work via

cloud-storage or flexibly work

from home or the office in

London.

In a Delayed Transition, Centaur

is relatively more vulnerable

to reputational risks, ranked

as highest overall. Technology

and policy and legal risks both

represent low risks to the Group

in 2030 but quickly progress

to a moderately high risk by

2050 due to the expected

introduction of strong policies

needed post-2030 to limit

warming to below 2°C. Centaur

is somewhat more vulnerable

to physical risks under this

scenario than the Net-Zero

2050 scenario, but relatively

resilient overall, namely against

heatwaves and storms which

present only a moderately low

risk (again due to the flexible

nature of working from home,

the office and being a digital-

based business). Flooding

poses a moderate risk in 2050

due to the potential for flooding

to damage wider infrastructure

such as data centres and

transport which could result in

delays to Centaur’s operations.

Further analysis into the

locations of data centres

shall be considered for future

strategic decision-making.

Centaur is most vulnerable to

the physical risks under this

scenario, as global efforts

to mitigate climate change

are largely insufficient. This is

reflective of changes in the

climate which will impact all

businesses, not that Centaur

itself is more vulnerable than

other businesses also facing

similar climate hazards.

Flooding presents a moderate

risk, and storms and heatwaves

a moderately low to moderate

risk due to the changes in

climate and subsequent

impacts. Reputation is the

transitional risk that Centaur

is least resilient to under this

scenario based on its current

management measures,

however it has the potential

to better integrate climate

into its products and services

to reduce this risk. Centaur is

generally resilient to the other

transitional risks as under this

scenario little regulatory effort

would be made to mitigate

climate change, resulting in low

risk for both policy and legal

and technological shifts across

all time horizons.

Risk Management

➔ Describe the organisation’s processes for

identifying and assessing climate-related risks

➔ Describe the organisation’s processes for

managing climate-related risks

➔ Describe how processes for identifying, assessing,

and managing climate-related risks are integrated

into the organisation’s overall risk management

Centaur has integrated its processes for identifying,

assessing and managing climate-related risk into its

wider risk management processes, details of which

are available at pages 32 to 36. As described there,

the Board is ultimately responsible for articulating

the Group’s risk appetite and assessing principal risks

and any associated mitigations and controls. The

Executive Committee with input from the General

Counsel and Company Secretary, are responsible

for identifying and assessing risks, including climate-

related risks, and reporting these to the Board

through the Audit Committee. Risks are formally

considered and analysed at least twice annually

by the Executive Committee and then the Audit

Committee, as described below.

Climate-related risks form part of Centaur’s risk

The process for identifying and assessing the

significance of Centaur’s climate-related risks

therefore follows the same process employed to

identify and determine the significance of all risks

facing Centaur. The Executive Committee members

review the risk register and, together, they consider

whether any new risks relating to their departmental

or operational areas have arisen which may require

inclusion in the risk register. They then score each risk

both in terms of the likelihood of a risk’s occurrence

and its potential impact on the Group, and rank the

risks in order of materiality based on their scores.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202426

STRATEGIC REPORT

Mitigations for the risks, and any resilience to such

risks identified, and responsibility for ongoing

monitoring and management of each risk is assigned

to a member of the Executive Committee. A further

consideration of the risks is then conducted by the

Audit Committee, who review and validate or adjust

as necessary the Executive Committee’s conclusions.

This process is repeated at least twice annually.

Although climate-related risks are not currently

considered to be principal risks for the Group,

they are recognised and monitored as potential

contributors to a number of principal risks, such as

inability to create a high growth performance culture

and attract and retain key talent, and inadequate

regulatory compliance. In 2024, climate-related

risks were formally considered by the Executive

Committee, as well as the Audit Committee, with

reference to the Group’s strategic aims and its

operating environment at least twice annually as

part of the Group’s risk management processes.

Centaur is not immune to the impacts that physical

risks have on the Group and it recognises the

potential regulatory and reputational risks associated

with the transition to a low-carbon economy. Centaur

actively monitors and manages its climate-related

risks in order to mitigate their impact including as

follows:

• the Group monitors weather-related events

via reliable sources such as the MET Office so

that it can identify and assess extreme weather

events that may impact the business and,

where necessary, communicate this to relevant

stakeholders, such as our employees and / or

event attendees (mitigation of physical risks, such

as flooding, storms and extreme heat); and

• the Group’s Legal, Company Secretarial and

Finance functions regularly review the regulatory

landscape to identify any new policy, governance

requirements or legislation relating to climate-

change (mitigation of reputation and policy and

legal risks). In particular, Centaur is aware that

the UK government has signalled its intention to

adopt, during the course of 2025, the International

Sustainability Standards Board’s inaugural

standards concerning sustainability-related

disclosures: IFRS S1 General Requirements for

Disclosure of Sustainability-related Financial

Information and IFRS S2 Climate-related

Disclosures (together, the “ISSB Standards”).

Centaur intends to monitor if and when these will

be formally adopted by the UK and will address

any resulting impact on its future annual reporting

obligations.

Metrics and targets

➔ Metrics used by Centaur to assess climate-

related risks and opportunities in line with its

strategy and risk management processes

Centaur has focused its key metrics towards the

climate-related risks that will have the most impact

on the Group in the shorter-term. These metrics

include those listed below. In 2024, we devised

additional climate-related metrics relating to staff

training, event attendee travel and waste, data

centre footprint. These are described in further detail

in the table below and we are planning to track

these, alongside our existing metrics in 2025. We will

continue to assess the impact of climate-related

risks and opportunities on our strategy, with the aim

of improving resilience to material risks faced and

capitalising on opportunities.

KPI Description and risk mitigated

Training of

Directors

and key

management

In order to mitigate both reputational risk and policy, law and regulation risk, Centaur collects

information on both the type and quantum of training undertaken by all Directors, the Executive

Committee and the Climate Steering Committee.

Business travel In order to monitor and control the emissions related to business travel and to understand and

mitigate against both physical and technology risks, Centaur maintains a record of all significant

business travel undertaken by employees and consultants that either includes air or international

travel and/or hotel nights, and an estimation of the resulting emissions.

Further, Centaur has developed a Sustainable Travel Policy which aims to reduce the carbon

emissions from our business travel by setting out sustainability-led principles that all Centaur staff

must follow when undertaking travel on behalf of the Group.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202427

STRATEGIC REPORT

KPI Description and risk mitigated

Employee office

attendance

In order to monitor and understand the emissions related to employee commuting and to mitigate

against physical risks, a record is kept of all employees commuting into our London office. Linked with

home location information, commuting emissions data can be estimated as well as understanding

Centaur’s office space requirements.

Scope 1, 2 and 3

emissions

In order to monitor and control the emissions related to the past and future significant activities of

the Group, the total of its Scope 1, 2 and 3 emissions and the related ratios of emissions per employee

and per £m of revenue are calculated on an annual basis. This metric will also be used to estimate

and inform future decisions such as those related to the budget, strategy and financial planning.

Knowledge and understanding of current emissions will also be used to inform management of the

climate-related impact of new revenue streams, products and purchased services or supplies.

Carbon offset In order to mitigate Centaur’s reputational risk as well as support any future carbon targets, the

Group will keep a record of the carbon offset initiatives that it undertakes and as a consequence an

estimation of the emissions that are offset.

Climate-related

content

In order to mitigate Centaur’s reputational risk, and to demonstrate Centaur’s support for the climate

agenda in a meaningful way, two of Centaur’s market-leading brands, The Lawyer and Marketing

Week, have committed to producing content across their digital platforms that is intended to mitigate

the impact of climate change by provoking debate and highlighting both positive and negative

impacts on climate change of the audiences they serve.

In 2024, Centaur began collecting information on the volume of such content produced by The

Lawyer and Marketing Week. In 2024, Centaur has published sixty-four (64) pieces of climate and/or

sustainability-related content across The Lawyer and Marketing Week (together with other brands in

the marketing sector).

Centaur’s events, as well as its digital platforms, also have a broad and diverse audience within the

legal and marketing professions. From 2025, Centaur will collect information on the volume of such

content scheduled and delivered at its events.

Staff trained on

ESG or climate

In order to mitigate Centaur’s reputational risk, as well as comply with potential developments in

climate-related policy, law and regulation, Centaur has made training and educational resources

on sustainability and climate-related topics accessible to all staff. In 2024, staff were encouraged to

complete this training, and will be asked to complete similar training annually. Centaur will collect

information on both the type of training completed and the number of staff who complete such

training.

DICE’s Environmental Workstream (DICE EW) is also responsible for staff engagement with

environmental issues. During 2024, DICE EW launched its ‘summer series’ of email newsletters to all

staff containing practical information on how they can support the climate change agenda, including

information about Centaur’s electric vehicle and cycle-to-work schemes, London Climate Week and

volunteering opportunities.

Event attendee

travel metrics

In order to mitigate against physical risks, in particular the risk of floods, storms or extreme weather

events impacting the attendees of our events, as well as support any future net-zero plans, Centaur

intends to ask questions, relating to attendees’ means of travel to our events and approximate

distance of travel, on registration forms for certain key events in 2025.This metric will be used to inform

Centaur’s understanding of the carbon footprint of its events.

Data centre

footprint

To mitigate against policy, law and regulations risk, from 2025 Centaur plans to collect information

on its data centres’ emissions, with a view to using this information to further refine its own emissions

calculations.

Waste footprint In order to mitigate against reputational risk and risks related to developments in policy, law and

regulation, for Centaur’s highest revenue-generating events, Marketing Week Festival of Marketing and

The Lawyer Awards, Centaur will during 2025 endeavour to understand the inputs required in order to

calculate the waste footprint of these events, including engaging with suppliers as appropriate.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202428

STRATEGIC REPORT

➔ Scope 1, Scope 2 and, if appropriate, Scope 3

greenhouse gas (GHG) emissions and the related

risks

Centaur’s energy use and greenhouse gas (GHG)

emissions have been assessed using Anthesis

Group’s RouteZero platform that forms an accurate

and robust GHG inventory across Scopes 1, 2 and

3, aligned with the GHG Protocol: A Corporate

Accounting and Reporting Standard (revised edition,

2015). Responsibility for emissions sources was

determined using the operational control approach.

All emissions sources required under the Companies,

Partnerships and Groups (Accounts and Non-

Financial Reporting) Regulations 2016 are included.

This estimate covers all Centaur’s operations that

are consolidated in the financial statements and

the office leased by Centaur to conduct these

operations. Data has been collected including

employee commuting to Centaur’s office based

in London. Activity data was then converted

to greenhouse gas estimates using the UK

Government’s GHG Conversion Factors for Company

Reporting 2024 (previously 2023 version).

Centaur’s emissions from Scope 2 and 3 are set

out below. Our reporting on energy use and GHG

emissions is in line with the Streamlined Energy and

Carbon Reporting (‘SECR’) legislation. The Scope 2

and 3 emissions from 2021 are shown as a baseline.

Global carbon footprint assessment

2024

Tonnes of

2023

Tonnes of

2021

Tonnes of

(Baseline)

Change

in the

year

Change

since

baseline

Emissions from:

Scope 2 – indirect emissions (location-based) 11 13 46 (15) (76)

Scope 2 – indirect emissions (market-based) 4 6 17 (33) (76)

Intensity ratios – Scope 2 (market-based):

Tonnes of CO

per employee 0.02 0.02 0.06 – (67)

Tonnes of CO

per £m revenue 0.11 0.15 0.43 (27) (74)

Scope 3 – other indirect emissions (market-

based)

2,394 2,335 2,062 3 16

Total Scope 2 and 3 (market-based) 2,398 2,341 2,079 2 15

Intensity ratios – Scope 2 and 3 (market-

based):

Tonnes of CO

per employee 11 9 8 25 45

Tonnes of CO

per £m revenue 68 60 53 15 28

1 Due to Centaur’s office lease arrangement, all relevant Scope 1 emissions fall under Scope 2 as purchased heat and cooling.

31 December

2024

31 December

2023

31 December

2021

Change

in the

year

Change

since

baseline

Total UK and global energy consumption

(kWh)

202,726 261,019 684,790 (22) (70)

Scope 2 emissions have decreased in 2024 compared

to 2023 due to our office provider WeWork’s

continuation of improving emissions data. In previous

years, WeWork emissions data was calculated using

wide territory-based quarterly average figures due

to their limited visibility on data at the time. In both

2023 and 2024, they have improved their emissions

data with a combination of obtaining sub-metered

landlord invoices where available and working with

a third-party carbon consultant to fill any gaps using

more refined territory averages.

Scope 3 emissions from employee commuting have

increased in 2024 compared to 2023 emissions due

to increased average daily employees working in

the office. Other Scope 3 emissions have increased

due to an increase in business travel, the increase

year-on-year in the level of emissions related to

purchased goods and services such as professional

services and associated increases in the official set

of UK Government conversion factors in 2024.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202429

STRATEGIC REPORT

➔ Targets used by Centaur to manage climate-

related risks and opportunities and performance

against targets

Whilst we remain committed to devising and

announcing details of our net zero plan, in order

to prioritise resource and reduce disruption whilst

we conduct a strategic review and continue to

manage the challenges of the macro environment

on our Group. We are currently deferring our net zero

planning until we have strategic clarity for the Group

and its brands.

Centaur does not currently employ targets to

manage climate-related risks and opportunities

and performance against targets due to transitional

challenges, including lack of climate-related data

and metrics and system limitations, and has currently

deferred any substantive target setting in order to

minimise disruption to the Group during 2025. Having

said that, Centaur has already conducted some high-

level planning with regard to target setting. Centaur

engaged with an environmental consultancy to scope

out, at a high level, the work involved in a project

aimed at reducing its carbon emissions and achieving

a net zero target. This involved consideration of the

internal resource, time and cost required for such

a project, and increased understanding of the key

elements involved, such as value chain screening,

analysis of baseline emissions, setting of science-

based targets, modelling of emissions pathways and

assessment of carbon reduction strategies.

Additionally, Centaur has accurately measured

and disclosed its Scope 1, 2 and 3 emissions for

four consecutive years and has reviewed the most

material contributors to its carbon footprint.

Energy efficiency actions

We continue to measure our carbon footprint by

monitoring our energy usage. After analysis of the

emissions data for 2024 and prior years, the key

areas contributing to Centaur’s emissions have been

identified as:

• Scope 2 emissions relating to the London office

space; and

• Scope 3 emissions from purchased goods and

services, capital goods and business travel.

Centaur has taken action to reduce its emissions in

the following ways:

• relocation from 1 January 2023 to a smaller WeWork

office space, which has significantly reduced our

Scope 2 emissions in 2023 and 2024;

• continued support of the electric vehicle and cycle

to work schemes; and

• staff initiatives to encourage good environmental

practices.

Further, in relation to Centaur’s office space in

WeWork, we are achieving an indirect reduction of

our emissions from the environmental practices and

targets that WeWork has set itself:

• Renewable electricity – based in one of WeWork’s

global locations that is sourced by 100% renewable

electricity; and

• Sustainable, efficient operations – reducing energy

and water use and reducing annual waste.

Social

Our people – culture

2024 was focused on integrating Centaur’s values,

which were launched at the beginning of 2024 -

Passionate, Accountable, Customer-centric and

Knowledgeable - into operational practices and

ways of working to start bringing these to life in our

colleague interactions. The Company’s recognition

scheme (LOVE Awards) and a more structured

approach to proactive performance management

were key pillars of this.

Our people – talent development and retention

Continuous improvement of the colleague’s

experience is fundamental to our approach to people.

Equipping managers with the tools to do this through

the roll out of our Manager Essentials program has

been central to that. Manager Essentials is also a

mechanism where the translation of key legislative

changes into how we operate as a business.

The work of the DICE committee continued on a

number of initiatives including our charity causes,

Macmillan Cancer Research and Crisis (as voted by

our colleagues to support). A total of £10,500, as part

of our colleagues’ contributions and the Company’s

matching, was raised for these worthy causes. As

charities are nominated in two-year cycles, in 2025,

Alzheimer’s UK replaces Crisis as our colleagues’

charity of choice.

Our people – performance

In 2024 we completed the first yearly cycle of a more

structured approach to performance management.

We have reflected on the first year – for example,

the appropriate cadence of formalised check ins vs

seeking to embed conversations in more frequent

121s – and we look forward to building on this in 2025.

This approach provides a roadmap to focus efforts,

support colleagues’ career development and enable

continuous improvements.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202430

STRATEGIC REPORT

Our people – wellbeing

As part of the Company’s engagement survey in

2024, we took on feedback about the benefits and

wellbeing schemes we offer. As a result of feedback,

we have made improvements to our Health cash plan

offering in 2025. The Company also launched a hugely

successful wellness week which we will be repeating in

2025 as well as incorporating more wellness activities

into the schedule throughout the year.

Our people – training

We are committed to investing in the professional

growth of our colleagues, with our extensive learning

and development resources. All colleagues can

participate in the world-class learning we offer to our

clients. This includes the MiniMBA and award-winning

Econsultancy courses. Our goal is to help colleagues

reach their full potential, meet their career ambitions

and contribute to the success of Centaur’s growth. 70

of our colleagues have now completed at least one

of the MiniMBA courses.

Our mandatory training obligations on matters such

as Security, GDPR and Anti-Bribery and Corruption

continue. In addition to this, legislative changes

around matter such as Sexual Harassment have

been introduced alongside the development of

practical interventions such as risk assessment

frameworks. During the year additional mandatory

training was introduced as a result of the changes in

legislation with regards to Sexual Harassment.

The Company invested in e-learning to complement

our existing offerings providing a rich source of

information to support soft skills and technical skills

development amongst our workforce.

DICE (Diversity, Inclusion, Culture and Engagement)

– Employee engagement in action

DICE was formed in 2019 with the purpose of building

a more diverse, inclusive and engaged workforce

through driving positive change. DICE comprises ten

to fifteen employees from across the Group and is

led by our Chief People Officer. DICE also reports into

Carol Hosey as its Non-Executive Director sponsor. Her

role is to ensure that employee sentiment is clearly

communicated to the Board and that our gender,

diversity and environmental ambitions are realised

with actionable plans.

DICE plays an integral and valuable role to support

engagement with our workforce. DICE is a key driver

in Centaur’s environmental and social policy and

devised workstreams to support the business in

driving continued change. In 2025, DICE will direct

its focus towards themes that our colleagues have

shared with us as part of our engagement survey as

important to them, such as neurodiversity.

Diversity

As at 31 December 2024, two of our five (40%) Board

members are female (2023: 29%). Two out of our five

(40%) Executive Committee members are female

(2023: 33%).

As at 31 December 2024, 137 (61%) of our employees

are female and 89 (39%) are male. We proudly

support flexible working opportunities and 12% of the

workforce is employed on a part-time basis.

Gender pay

The Company’s 2023 pay gap report can be found

in the Inclusion & Diversity section of our website.

The Company will not be providing a pay gap report

for 2024 due to a headcount reduction below the

threshold.

Health and safety

We are committed to the safety of our staff and, while

the nature of the business and our WeWork serviced

offices make the risk of work-based accidents

relatively low, the Group takes its responsibilities for

the health and safety of its employees seriously. We

have a detailed health and safety policy outlining

the responsibilities of our staff to ensure workplace

safety. Day to day responsibility sits with the Chief

People Office and Company Secretary who reports to

the Board on such matters.

In normal circumstances, our Office Manager is

responsible for maintaining a safe environment for

employees at our WeWork office and an accident

book is available to all staff in reception. We also

periodically carry out internal health and safety

reviews, taking follow-up action to maintain

standards where necessary and undertake staff

training in relation to fire safety. To minimise risk to

the health and safety of our employees in the event

of a major disaster or emergency, our business

continuity plan is regularly revised and tested.

Anti-slavery and human trafficking policy

We implemented the provisions of the UK Modern

Slavery Act 2015 in 2016 and adopted an anti-

slavery and human trafficking policy. Our annually

updated Slavery and Human Trafficking Statement is

published on our website in March each year.

Governance

Details on Governance are set out in the Corporate

Governance Report starting on page 47.

Environmental, Social and Governance (ESG) report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202431

STRATEGIC REPORT

Risk Management

Risk management approach

The Board has overall responsibility for the

effectiveness of the Group’s system of risk

management and internal controls, and these

are regularly monitored by the Audit Committee.

Details of the activities of the Audit Committee in this

financial year can be found in the Audit Committee

Report on pages 53 to 56.

The Executive Committee and General Counsel and

Company Secretary are responsible for identifying,

managing and monitoring material and emerging

risks in each area of the business and for regularly

reviewing and updating the risk register, as well as

reporting to the Audit Committee in relation to risks,

mitigations and controls. As the Group operates

principally from one office and with relatively flat

management reporting lines, members of the

Executive Committee are closely involved in day-

to-day matters and are able to identify areas of

increasing risk quickly and respond accordingly.

The responsibility for each risk identified is assigned

to a member of the Executive Committee. The Audit

Committee considers risk management and controls

regularly and the Board formally considers risks to

the Group’s strategy and plans as well as the risk

management process as part of its strategic review.

The risk register is the core element of the Group’s risk

management process. The register is maintained by

the General Counsel and Company Secretary with

input from the Executive Committee. The Executive

Committee initially identifies the material risks and

emerging risks facing the Group and then collectively

assesses the severity of each risk (by ranking both

the likelihood of its occurrence and its potential

impact on the business) and the related mitigating

controls.

As part of its risk management processes, the Board

considers both strategic and operational risks, as

well as its risk appetite in terms of the tolerance level

it is willing to accept in relation to each principal risk,

which is recorded in the Company’s risk register. This

approach recognises that risk cannot always be

eliminated at an acceptable cost and that there are

some risks which the Board will, after due and careful

consideration, choose to accept.

The Group’s risk register, its method of preparation

and the operation of the key controls in the Group’s

system of internal control are regularly reviewed and

overseen by the Audit Committee with reference

to the Group’s strategic aims and its operating

environment. The register is also reviewed and

considered by the Board.

As part of the ongoing enhancement of the Group’s

risk monitoring activities, we reviewed and updated

the procedures by which we evaluate principal risks

and uncertainties during the year including the

consideration of climate-related risks as described in

the ESG report.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202432

STRATEGIC REPORT

Principal risks

The Group’s risk register currently includes operational and strategic risks. The principal risks faced by the

Group in 2024, taken from the register, together with the potential effects and mitigating factors, are set out

below. The Directors confirm that they have undertaken a robust assessment of the principal and emerging

risks facing the Group. Financial risks are shown in note 26 to the financial statements.

Rank Risk Description of risk and impact Risk mitigation/control procedure Movement

in risk

1 Sensitivity

to UK/sector

economic

conditions.

The world economy has been

severely impacted by various

economic and political shocks

and the UK experienced a mild

recession in 2023 followed

by the election of a new

government. However, it is

now experiencing a low level

of growth and whilst inflation

has recently returned to more

normal rates (c. 2% in the

second half of 2024) there is

an expectation that it will start

to increase as a result of the

October 2024 budget; interest

rates are slowly decreasing but

remain high.

The Group continues to have

sensitivity to UK/sector volatility

and economic conditions.

The impact has been acute

on some of Centaur’s target

market segments with

companies reducing their

budgets on consultancy and

learning spend.

The likelihood of ongoing

volatility in 2025 is expected

to be high despite lowering

inflation rates and there are

varying views as to the timing

and extent of a recovery.

We will mitigate the risk relating to our customers

by adapting content to help them manage in

the economic environment, focus on adding

value to our intelligence and learning products

and improving user experience and customer

service to protect renewal rates and new

business. We will also continue to manage

our cost base and utilise technology such as

AI and machine learning to improve our cost

effectiveness.

Centaur is seeking to increase international

organic growth to mitigate this risk. We are also

increasing our focus on targeting larger scale

multinational businesses which have a more

diversified risk profile.

Many of the Group’s products are market-

leading in their respective sectors and are an

integral part of our customers’ operational

processes, which mitigates the risk of reduced

demand for our products.

The Group regularly reviews the political and

economic conditions and forecasts for UK,

including specific risks such as inflation, to assess

whether changes to its product offerings or

pricing structures are necessary.

The Board

considers

this risk to

be broadly

the same

as for the

prior year.

Risk Management continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202433

STRATEGIC REPORT

Rank Risk Description of risk and impact Risk mitigation/control procedure Movement

in risk

2 Failure to

achieve a

high growth

performance

culture.

The risk that

Centaur

is unable

to attract,

develop and

retain an

appropriately

skilled,

diverse and

responsible

workforce and

leadership

team, and

maintain

a healthy

culture which

encourages

and supports

ethical high-

performance

behaviours

and decision-

making.

Difficulties in

recruiting and

retaining staff

could lead

to loss of key

senior staff.

Centaur’s continued success

depends on growing the

business and executing its

strategy. In order to do this,

it depends in large part on

its ability to recruit, motivate

and retain high quality

experienced and qualified

employees in the face of often

intense competition from

other companies, especially in

London.

Investment in training,

development and pay awards

needs to be compelling but will

be challenging in the current

economic and operating

climate.

Implementing a diverse and

inclusive working environment

that allows for agile and

remote delivery is necessary to

keep the workforce engaged.

It is also required for a flexible

hybrid working model.

Staff churn (a challenge for

many companies in our sector)

has increased marginally in

2024, but we are continuing

to improve our policies and

practices.

Developing our strategy and

the changes required in skill

sets, capabilities and culture

are challenging and costly.

This risk has been heightened

during the challenging trading

conditions experienced in 2024.

In 2024, we launched a refreshed approach to

objective setting and managing performance.

Colleagues will agree a personal development

plan and annual objectives with their manager,

linked to Centaur’s overall objectives.

Over the course of the year, colleagues have

regular check ins with their manager to ensure

they are on track. The intention of this approach

is to clarify roles and accountabilities, provide

focus, and build a high-performance culture.

There continues to be a significant focus on

employee communication including regular

updates, all company town halls and staff

welfare calls.

In 2024, Centaur launched its new values,

Passionate, Accountable, Customer-centric and

Knowledgeable. The values are included in the

new performance management process and

embedded in our culture.

We regularly review measures aimed at

improving our ability to recruit, onboard and

retain employees. We continue to focus on

bringing in higher quality employees to replace

leavers or in new roles in order to enhance our

strategy particularly in areas such as sales and

marketing, digitalisation, technology and data

analytics. A Growth Director has been appointed

for our marketing sector brands to refine sales

processes, improve skills and navigate any

disruption due to churn.

We track employee engagement through weekly

“check-ins” via our ENGAGE system to gauge

colleague sentiment and gain an understanding

of any key risks or challenges.

Our employee Diversity, Inclusion, Culture and

Engagement committee, DICE, has helped to

drive forward initiatives relating to diversity and

inclusion, through communication and social

functions. DICE was sponsored by the CEO and a

Non-Executive Director and chaired by the CPO.

The CEO held regular Kaizen breakfasts to

meet all employees over a two-year period

with the objective of generating a continuous

performance improvement culture. This

previously identified six projects which delivered

process improvements in 2023 and 2024.

An annual performance review ensures staff

flight risks and training needs are identified with

a focus on reward and development areas.

All London based staff continue to be paid at or

above the London Living Wage.

Our HR team hold exit interviews for all leavers to

identify any recurring trends for leaving and to

mitigate future risks.

The Board

considers

this risk to

be broadly

the same

as the prior

year.

Risk Management continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202434

STRATEGIC REPORT

Rank Risk Description of risk and impact Risk mitigation/control procedure Movement

in risk

3 Fraudulent or

accidental

breach of our

IT network,

major

systems

failure or

ineffective

operation of

IT and data

management

systems leads

to loss, theft,

or misuse

of financial

assets,

proprietary

or sensitive

information

and / or

inoperative

core

products,

services, or

business

functions.

Centaur relies on its IT network

to conduct its operations. The

IT network is at risk of a serious

systems failure or breach of

its security controls due to a

deliberate or fraudulent cyber-

attack or unintentional event

and may include third parties

gaining unauthorised access

to Centaur’s IT network and

systems.

This could result in

misappropriation of its

financial assets, proprietary or

sensitive information (including

personal data or confidential

information), corruption of

data or operational disruption,

such as unavailability of

our websites, our users’

digital products and support

platforms with disruption to our

revenue collection activities.

Centaur could incur significant

costs and suffer negative

consequences as a result

of this, such as remediation

costs (including liability for

stolen assets or information,

and repair of any damage

caused to Centaur’s IT network

infrastructure and systems) as

well as reputational damage

and loss of investor confidence

resulting from any operational

disruption.

A serious occurrence of a loss,

theft or misuse of personal

data could also result in a

breach of data protection

requirements and the effects

of this. See Risk 4: Regulatory

compliance.

Appropriate IT security and related controls

are in place for all key processes to keep the

IT environment safe and monitor our network

systems and data.

Centaur has invested significantly in its IT

systems and, where services are outsourced to

suppliers, contingency planning is carried out to

mitigate risk of supplier failure.

Centaur has implemented strict access controls

to mitigate the risk of unauthorised access to

critical Personally Identifiable (PI) systems. These

measures include the use of corporate Single

Sign-On (SSO), deployment of physical hard keys

for increased multi-factor authentication and

the application of role-based permissions. These

controls ensure that only authorised personnel

have appropriate access, reducing the potential

for security breaches. Centaur continues to train

staff on cyber security and phishing with regular

testing.

Centaur has a business continuity plan which

includes its IT systems and there is daily,

overnight back-up of data, stored off-site.

Websites are hosted by specialist third-party

providers who typically provide warranties

relating to security standards. All of our websites

are hosted on a secure platform which is cloud

hosted and databases have been cleansed and

upgraded.

The Data Director ensures that rigorous controls

are in place to ensure that warehouse data

can only be downloaded by the data team.

Integration of the warehouse with current

databases and data captured and stored

elsewhere is ongoing.

In an ever-increasing sophisticated environment

of Cyber incidents, Centaur has significantly

improved protection, creating a dedicated

cross-technology cyber workgroup to review

processes, systems and access. As a result,

Centaur has strengthened access across all

critical systems and improved monitoring. In

addition, Centaur has been externally audited

and certified ISO/IEC 27001:2013 “Information

Security Management”. Given the advanced

nature and complexity of Cyber incidents,

security is kept under constant review.

Please see risk 4: Regulatory compliance for

specific mitigations relating to the security of

personal data and GDPR compliance.

The Board

considers

this risk to

be broadly

the same

as the prior

year.

Risk Management continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202435

STRATEGIC REPORT

Rank Risk Description of risk and impact Risk mitigation/control procedure Movement

in risk

4 Regulatory

compliance

(GDPR, PECR

and other

similar

legislation)

includes strict

requirements

regarding

how Centaur

handles

personal

data,

including that

of customers.

There is the

risk of a fine

from the

ICO, third

party claims,

as well as

reputational

damage if

we do not

comply.

Centaur has strict requirements

in respect of its handling of

personal data under UK General

Data Protection Regulation

(‘GDPR’), the Data Protection

Act 2018 (‘DPA’), the Privacy and

Electronic Communications

Regulations (‘PECR’) and related

law and regulation (‘Data

Protection Law’). Centaur’s

obligations under Data Protection

Law are continuously evolving

meaning this area requires

ongoing focus.

PECR includes specific obligations

for businesses like Centaur

regarding how they conduct

electronic marketing calls,

emails, texts and use cookies

and similar technologies, among

other things.

In the event of a serious breach

of the GDPR and / or PECR,

Centaur could be subject to a

significant fine from the regulator,

the ICO and claims from third

parties, including customers, as

well as reputational damage.

The maximum fines for breaches

are £17.5 million (GDPR) and

£500,000 (PECR) respectively and

directors can be liable for serious

breaches of PECR’s marketing

rules.

Other countries and jurisdictions

worldwide have their own laws

relating to data and privacy.

Where Centaur is required

to comply with the laws in

non-UK jurisdictions there is a

risk that Centaur may not be

compliant with all such laws and

could therefore be subject to

regulatory action and fines from

the relevant regulators and data

subjects.

ICO guidance relating to use of

cookies, and further changes to

the laws relating to data privacy,

ad tech and electronic marketing

expected in the future, will further

increase the regulatory burden

for businesses like Centaur and

the requirements in this regard

will need to be kept under review.

Centaur has taken a wide range of

measures aimed at complying with the

key aspects of GDPR, DPA and PECR.

The Data Compliance Committee

(overseen by the CFO) monitors Centaur’s

ongoing compliance with data protection

laws.

Staff are required to undertake online

data protection awareness and data

security awareness training annually.

Centaur has appointed a DPO (Wiggin

LLP) to oversee its compliance with

data protection laws. Further, Centaur’s

in-house legal team keeps abreast of

material developments in data protection

law and regulation and advice from

external law firms is sought where

appropriate.

Given the increasingly global nature

of our business and our customers

Centaur’s approach to complying with

data protection laws in other jurisdictions

is kept under review.

The Board

considers

this risk to

be broadly

the same

as the prior

year.

Risk Management continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202436

STRATEGIC REPORT

In accordance with provision 31 of the UK Corporate

Governance Code 2018, the Directors have assessed

the viability of the Group over a three-year period

from signing of this Annual Report to March 2028,

taking account of the Group’s current position, the

Group’s strategy, the Board’s risk appetite and,

as documented above, the principal risks facing

the Group and how these are managed. Based

on the results of this analysis, the Directors have

a reasonable expectation that the Group and the

Company will be able to continue in operation and

meet its liabilities as they fall due over the period to

March 2028.

The Board has determined that the three-year period

to March 2028 is an appropriate period over which

to provide its viability statement because the Board’s

current financial planning horizon covers a three-

year period. In making their assessment, the Directors

have taken account of the Group’s £10m three-year

revolving credit facility to March 2026, cash flows,

dividend cover and other key financial ratios over the

period.

The covenants of the facility require a minimum

interest cover ratio of 4 and net leverage not

exceeding 2.5 times. In the calculation of net

leverage, Adjusted EBITDA excludes the impact of IFRS

16. The Group is not expected to breach any of these

covenants in any of the scenarios run for the viability

statement and is not forecasting that the facility will

be utilised during the viability period.

The three-year forecast was built, bottom-up from

the budget for 2025 together with appropriate growth

factors for 2026 to 2027. The three months to March

2028 are based directly off the respective forecast in

2027 with inflation applied.

The metrics in the forecast are subject to stress

testing which involves sensitising key assumptions

underlying the forecasts both individually and in

unison. The key sensitivity is on Adjusted EBITDA which

is the primary driver of performance in the viability

assessment. This base case assumes that Adjusted

EBITDA is lowered by 18% in every period that the

viability statement covers.

Viability Statement

In both the forecast and base case scenarios, the

Group would not be required to rely on the revolving

credit facility in order to fund its daily operations.

Sensitising the model for changes in the assumptions

and risks affirmed that the Group and the Company

would remain viable over the three-year period to

March 2028.

Going concern basis of accounting

In accordance with provision 30 of the UK Corporate

Governance Code 2018, the Directors’ statement as

to whether they consider it appropriate to adopt the

going concern basis of accounting in preparing the

financial statements and their identification of any

material uncertainties, including the principal risks

outlined above, to the Group’s ability to continue to

do so over a period of at least twelve months from

the date of approval of the financial statements

and for the foreseeable future, being the period as

discussed in the viability statement above, can be

found on page 54.

The Strategic Report was approved by the Board of

Directors and signed by order of the Board.

Simon Longfield

Company Secretary

18 March 2025

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202437

STRATEGIC REPORT

In this section

Board of Directors 39

Executive Committee 41

Directors’ Report 43

Directors’ Statement on Corporate Governance 47

Audit Committee Report 53

Nomination Committee Report 57

Directors’ Remuneration Report 60

Statement of Directors’ Responsibilities in respect of the financial statements 80

Governance Report

38 Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

Board of Directors

Martin Rowland

Executive Chair

Martin Rowland was appointed as

non-independent non-executive

director and Chair of the Company

in October 2024, before moving into

an Executive Chair role on 1 January

2025. Martin is currently Executive

Director of Transformation of Carr’s

Group plc (Carr’s), in which Harwood

Capital has a shareholding. Harwood

Capital also has a shareholding in

Centaur. Martin was previously a

non-executive director of Carr’s. He

is also Chair and a shareholder of

Pace XL, a transformation consultancy

specialising in process and systems

design. He was previously non-

executive director and Chair of

Smoove plc, a UK-based conveyancing

technology provider, and a Chair and

shareholder of Inzpire, the defence

company. Prior to this, he held

investment roles at LDC, the private

equity fund, before moving into an

advisory role with businesses.

Chair of the Nomination Committee

with effect from 28 October 2024.

Simon Longfield

Chief Financial Officer

Simon joined Centaur in November

2019. He spent the previous 10 years as

CFO of BMI Research, a leading provider

through its subscriptions model

of macroeconomic, industry and

financial market analysis, which was

acquired by Fitch Group in 2014. During

his time at BMI Research revenue

more than doubled as the company

expanded internationally with Simon’s

support. Prior to this, Simon was CFO

of Newfound, an AIM-listed property

and leisure group. Simon began his

career at PricewaterhouseCoopers

LLP where he qualified as a Chartered

Accountant and worked in London and

Australia.

William Eccleshare

Senior Independent Director

William joined Centaur in July 2016.

William served as CEO of Clear

Channel Outdoor (NYSE) – one of the

world’s largest out-of-home media

companies – from 2009 to 2021. He was

Senior Independent Director of Britvic

plc until January 2025 and is Chair

of The Design Council – a charity by

Royal Charter and the UK Government’s

strategic advisor on design. William

served as a non-executive director of

Hays plc from 2004 to 2014 and was

a Partner and Leader of European

Branding Practice at McKinsey & Co

from 2000 to 2003. He has also served

in international leadership roles at

major advertising agencies, including

as European Chairman and CEO of

BBDO (Omnicom); European Chairman

of Young and Rubicam (WPP Group);

Global Strategic Planning Director

of J. Walter Thompson Worldwide

(WPP Group); and CEO of PPGH/JWT

Amsterdam. William will be appointed

to the Board of Great Portland Estates

plc (“GPE”) as a Non-Executive Director

and Chair Designate with effect from

1 May 2025. William will succeed GPE’s

current Chair from the conclusion of

its 2025 Annual General Meeting in July

2025.

Member of the Audit, Remuneration

and Nomination Committees.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202439

GOVERNANCE REPORT

Carol Hosey

Non-Executive Director

(Independent)

Carol joined Centaur on 5 February

2020. Carol has extensive remuneration

experience at executive and board

level and has spent over 20 years in

senior HR roles, latterly as the Group HR

Director for Mace Ltd, the international

consultancy and construction group

and Mitie Group plc.

Chair of the Remuneration Committee

and member of the Audit and

Nomination Committees. She is also

the Non-Executive Director sponsor

of Centaur’s employee engagement

committee known as DICE.

Leslie-Ann Reed

Non-Executive Director

(Independent)

Leslie-Ann joined Centaur on 1 March

2020 and became Chair of Centaur’s

Audit Committee on 31 March 2020.

Leslie-Ann is non-executive director at

Learning Technologies Group plc and

also at Bloomsbury Publishing Plc and

Frontier Developments plc where she

serves as the senior independent non-

executive director. She also serves as

Chair of the Audit Committee for these

companies. Leslie-Ann is a Chartered

Accountant and her executive roles

previously included CFO of the B2B

publisher Metal Bulletin plc and the

online auctioneer Go Industry plc.

Chair of the Audit Committee and

member of the Nomination and

Remuneration Committees.

Board of Directors continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202440

GOVERNANCE REPORT

Executive Committee

Steve Newbold

Group Managing Director – Xeim

Steve joined Centaur in March 2015.

He is responsible for a portfolio of

marketing sector brands including

Econsultancy, Influencer Intelligence,

Fashion & Beauty Monitor and

Marketing Week. Steve has extensive

experience in leading content-led,

multi-channel businesses in both B2B

and consumer sectors. He has played

a key role at Centaur in accelerating

the growth of the Company’s digital

information and learning business

with a focus on establishing long-

term relationships with customers

and developing repeatable revenue

streams. Prior to joining Centaur, Steve

held Managing Director roles at WGSN,

i2i Events, Emap Communications (now

Ascential) and Emap Consumer Media

(now Bauer).

Sarah Sanderson

Managing Director – The Lawyer

Sarah is Managing Director of The

Lawyer. She joined Centaur in May

2024, following more than 30 years in

global market research organisations

(Kantar Group, Ipsos) where she

worked in partnership with clients

across a wide range of industries

and target audiences, both B2B and

B2C, to deliver actionable customer

insight programmes. During 17 years

in senior leadership roles at Kantar

Media she played a key role in growing

subscription revenue for its market-

leading consumer intelligence business

(the Target Group Index, TGI) and in

developing new data, analytics and

insights offers.

Anna Tolhurst

Chief People Officer

Anna joined Centaur as Chief People

Officer in August 2024 after 20 years

in international businesses across a

range of sectors including fintech,

SaaS, retail, media, data and people

services. During her career she has

led the people agenda in change and

transformation, mergers, acquisitions,

integrations and organic expansion.

She holds a BSc in Business Psychology,

MA in Human Resource Management

and is a Chartered Fellow of the CIPD.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202441

GOVERNANCE REPORT

Ian Baldwin

Chief Technology Officer

Ian joined Centaur as part of the

2012 acquisition of The Profile Group,

where he was Senior Technology

Director, and joined Centaur’s Executive

Committee in November 2022 as Chief

Technology Officer. With responsibility

for all technology at Centaur, including

digital development, data and IT, Ian

has extensive experience running

digital and IT teams and specialises in

subscription systems, digital strategy,

growth and product innovation. He

has played a critical role at Centaur

leading the transformation of the

business’s print and digital information

services into technology-enabled,

scalable, high-growth products. Prior

to Centaur, Ian headed technology at

research agency MRIB.

Tim Plyming

Managing Director – MiniMBA

Tim joined Centaur in October 2023

and joined Centaur’s Executive

Committee in January 2025 as the

Managing Director of MiniMBA. He was

previously Managing Director at The

Open University where he established

a new commercial unit, delivering a

world-leading portfolio of paid short

courses and micro credentials in

partnership with a range of industry

partners including Cisco and AWS. He

draws upon a 25-year career building

ground-breaking products and

services across media and education.

He has held a number of senior

roles within large, complex global

organisations including the BBC, The

British Museum, News UK, Nesta and

XPRIZE foundation.

Executive Committee continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202442

GOVERNANCE REPORT

Directors’ Report

The Directors of Centaur Media Plc (‘the Company’),

a company incorporated and domiciled in England

and Wales, present their report on the affairs of the

Company and its subsidiaries (together the “Group”)

as well as the audited Company and consolidated

Group financial statements for the year ended 31

December 2024.

There have been no significant events since the

reporting date.

Principal activities

The principal activities of the Group are the

provision of business information, learning and

specialist consultancy to selected professional and

commercial markets within the marketing and legal

professions, our two sectors. The principal activities of

the Company are those of a holding company.

Business review

The Strategic Report on pages 3 to 37 sets out a

summary of the Group strategic objectives, business

model, key performance measures, operating and

financial reviews, future developments, Section

172 Statement, the Environmental, Social and

Governance Report and principal risks.

Greenhouse gas emissions

Details of the Group’s greenhouse gas emissions

are included in the Environmental, Social and

Governance Report on page 29.

Research and development activities

The Group invests in systems and website

development activities – see note 11 to the financial

statements for the internally generated amounts

capitalised during the year. The Group does not incur

any significant research costs.

Dividends

A final ordinary dividend under the dividend

policy in respect of the year ended 31 December

2024 of 1.2 pence per share (2023: 1.2 pence per

share) is proposed by the Directors and, subject to

shareholder approval at the Annual General Meeting

on 8 May 2025, will be paid on 23 May 2025 to

ordinary shareholders on the register at the close of

business on 9 May 2025. The total ordinary dividends

per share paid to shareholders relating to the year

will therefore be 1.8 pence (2023: 1.8 pence).

No special dividends were paid in 2024 (2023: 3.0

pence per share and 2.0 pence per share were paid

in February and March 2023 respectively).

Substantial shareholdings

Details of the share capital of the Company are set out in note 22 to the financial statements. As at 31

December 2024, and 18 March 2025 (being the last practicable date prior to publication), notifications of

interests at or above 3% in the issued voting share capital of the Company had been received from the

following:

31 December

2024

18 March

2025

Harwood Capital LLP 28.96% 28.96%

Aberforth Partners LLP 14.51% 14.51%

Wellcome Trust 7.76% 7.76%

Herald Investment Management 7.10% 7.10%

Richard Griffiths 4.27% 4.27%

Graham Sherren 3.10% 3.10%

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202443

GOVERNANCE REPORT

Directors’ Report continued

Share capital and rights attaching to

the Company’s shares

The share capital of the Company comprises

ordinary shares of 10p each (Ordinary Shares) and

deferred shares of 10p each (Deferred Shares) as set

out in note 22 to the financial statements. At 18 March

2025 and 31 December 2024, there were no ordinary

shares of 10p (Ordinary Shares) held in treasury (31

December 2023: 4,550,179 representing 3.01% of the

issued share capital).

The Ordinary Shares carry voting, dividend and

capital distribution (including on a winding up)

rights but do not confer any rights of redemption. At

a general meeting of the Company, each holder of

Ordinary Shares who attends in person or is present

by proxy or corporate representative has, on a show

of hands, one vote and, on a poll, one vote for every

Ordinary Share held. The notice of general meeting

specifies deadlines for exercising voting rights.

Holders of Ordinary Shares can lose their right to vote

at a general meeting if they have been served with a

disclosure notice and failed to provide the Company

with information concerning their share interests.

The Deferred Shares carry no right to receive any

dividend or to receive notice of, or to attend, speak

or vote either in person or by proxy at any general

meeting of the Company. On a return of capital

on a winding up or otherwise, holders of Deferred

Shares are entitled to receive the amount paid up

or credited as paid up on their respective holdings

of Deferred Shares provided that any such payment

shall be made only after a minimum aggregate

amount of £1,000,000 has been paid in respect of

each of the Ordinary Shares.

Except as may be set out in the Company’s Articles

of Association or as otherwise imposed by law and

regulation from time to time, the Company is not

aware of any restrictions on the transfer of securities

in the Company, or any agreements between holders

of Ordinary Shares that may result in restrictions on

the transfer of securities or on voting rights.

Directors and Directors’ interests

The Directors of the Company during the year and up to the date of this report are detailed below. The Board

has decided to continue observing best practice by offering themselves for re-election annually.

Number of

ordinary shares

held at

1 January

2024

Shares acquired

during the year

Number of

ordinary shares

held at

31 December

2024

Number of

ordinary

shares held at

18 March

2025

Executive Directors

Martin Rowland (appointed 28 October 2024) – – – –

Simon Longfield 349,785 238,436 588,221 588,221

Non-executive Directors

William Eccleshare – – – –

Carol Hosey – – – –

Leslie-Ann Reed – – – –

Former Directors

Richard Staveley (resigned 28 October 2024) – – – –

Colin Jones (resigned 28 October 2024) 266,235 – 266,235 266,235

Swagatam Mukerji (resigned 11 December 2024) 1,173,163 519,077 1,692,234 1,693,086

The Directors’ interests in long-term incentive plans are disclosed in the Remuneration Committee Report on

pages 60 to 79.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202444

GOVERNANCE REPORT

Directors’ Report continued

Qualifying third party indemnity

provisions

By virtue of article 231 of the Articles of Association

of the Company, a qualifying third-party indemnity

provision (within the meaning given by section

234 of the Companies Act 2006) is in force at the

date of this report in respect of each Director of the

Company and was in force throughout the year.

The Company has purchased appropriate insurance

in respect of legal actions brought against Directors

and officers in respect of their duties and has

maintained this throughout the year.

Charitable and political donations

The Group supports local communities and

charitable organisations through direct fundraising

and donations with details of the charitable

donations made in 2024 to be found in the

community section of the Section 172 Statement set

out in the Strategic Report on pages 18 to 19.

No political donations were made by the Group

during the year (2023: £nil).

Employment policy

The Group is an equal opportunities employer and

appoints employees based on their skill, experience

and capability without reference to age, gender,

sexual orientation, ethnic group, religious beliefs,

disability or any other personal characteristics.

It is the Group’s policy to give full and fair

consideration to applications for employment

by disabled persons. Opportunities also exist for

employees of the Group who become disabled to

continue in their employment or to be trained for or

promoted to other positions in the Group.

The Group actively encourages employee

involvement at all levels, both through bi-monthly

employee briefings and by providing direct access

to managers and the Executive Committee. Our

employee engagement committee known as DICE

was set up in 2019, on which more details can be

found in the Strategic Report on page 31. In addition,

the Share Incentive Plan described in note 23

encourages employees’ participation in the Group’s

performance.

All employees are regularly provided with information

on matters that concern them and briefed on the

financial and economic factors affecting the Group’s

performance and new initiatives, through town hall

meetings and management cascade of information.

All employees are also expected to be involved in,

and contribute to, the Group’s performance via an

annual objective-setting process.

Employees are consulted, and their views are taken

into consideration in decision-making, through an

annual employee engagement survey conducted by

the Company’s HR team, as well as the Q&A sessions

that take place during town halls, and the Kaizen

breakfasts hosted by the CEO during the year. See

the ‘Social’ section of our Environmental, Social and

Governance Report on pages 30 to 31 for further

details. See also the Nomination Committee Report

on page 57 for information on how the Board has

engaged with employees during the year.

Employee benefit trust

The Company has an employee benefit trust

(“EBT”) which was established to hold and acquire

shares for the potential benefit of employees. While

these shares are held on trust, their rights are not

exercisable directly by the relevant employees.

Pursuant to the deed of trust which established the

EBT, the trustee is required to refrain from exercising

any voting rights attached to shares held by it, unless

the Company directs otherwise.

Dividend waiver

A dividend waiver is in place from the trustee of

the EBT in respect of all dividends payable by the

Company on shares which it holds in trust.

Directors’ powers and appointment /

resignation

The names and biographical details of all Directors

and details of their Board Committee membership

are set out in pages 39 and 40.

The Directors’ powers are as described in the

Company’s Articles of Association, the Companies

Act 2006 and the Company’s Matters Reserved for

the Board.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202445

GOVERNANCE REPORT

The appointment and replacement of Directors is

governed by the Company’s Articles of Association,

the Companies Act 2006 and other applicable

legislation. In accordance with the UK Corporate

Governance Code, all Directors continuing in office

must stand for annual re-election by the Company’s

shareholders.

Articles of Association

The Company’s Articles of Association may only be

amended by special resolution of the Company’s

shareholders. A copy of the Company’s Articles of

Association can be obtained free of charge from

Companies House.

Change of control

The Group’s bank facility agreement is a significant

agreement that is terminable on a change of control

of the Company. In addition, awards under certain

share-based payment plans, details of which are

set out in note 23, will vest or may be exchanged

for awards of a purchaser’s shares upon a change

of control of the Company, subject to the rules of

such plans and any discretions afforded to the

Remuneration Committee.

Conflicts of interest

As detailed in the Company’s Articles of Association,

procedures are in place to ensure compliance with

the Directors’ conflicts of interest duties set out in the

Companies Act 2006. They have been complied with

during the year and the Board considers that these

procedures operate effectively.

Financial instruments

A statement in relation to the financial risk

management and use of financial instruments by

the Group is presented in note 26 to the financial

statements.

Information required under the Listing

Rules

In accordance with the UK Financial Conduct

Authority’s Listing Rules (LR 6.6.4), the information

to be included in the Annual Report and financial

statements, where applicable, under LR 6.6.1, is set out

in this Directors’ Report, with the exception of details

of transactions with shareholders which are set out

on page 74.

Going concern

The Directors have carefully considered the Group’s

net current liabilities position, have assessed the

Company’s ability to continue trading, and have

a reasonable expectation that the Company has

adequate resources to continue in operational

existence for at least twelve months from the date of

this report and for the foreseeable future, being the

three-year period shown in the viability statement.

See note 1(a) of the financial statements for further

details and page 37 for our viability statement.

Subsidiaries

Details of the material subsidiaries of the Company

are shown in note 13 to the financial statements.

Corporate Governance Statement

The corporate governance statement required by

DTR 7.2 comprises the “Additional Information” section

of the Directors’ Report and the Directors’ Statement

on Corporate Governance in respect of, among other

things, the Group’s compliance with the provisions

of the UK Corporate Governance Code is set out on

pages 47 to 52.

Auditor and disclosure of information

to the Auditor

The Directors confirm that, so far as the Directors

are aware, there is no relevant audit information of

which the Company’s auditor is unaware and the

Directors have taken all the steps that they ought to

have taken as Directors in order to make themselves

aware of any relevant audit information and to

establish that the Company’s auditor is aware of that

information.

This confirmation is given and should be interpreted

in accordance with the provisions of section 418 of

the Companies Act 2006. The Statement of Directors’

Responsibilities in respect of the financial statements

is included on page 80.

Approved by the Board of Directors and signed by

order of the Board.

Simon Longfield

Company Secretary

18 March 2025

Directors’ Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202446

GOVERNANCE REPORT

Directors’ Statement on Corporate Governance

The Board is committed to high standards of

corporate governance and is subject to the UK

Corporate Governance Code published in 2018

and available at www.frc.org.uk (the “UK Corporate

Governance Code”).

Compliance statement

The Board is committed to maintaining a structure

which establishes a sound corporate governance

framework on behalf of the Company’s shareholders.

Throughout 2024, the Company has applied the

principles of, and complied with the provisions of,

the UK Corporate Governance Code except for the

provisions set out below.

In respect of Provision 38 of the UK Corporate

Governance Code, Executive Directors’ pension

contributions are in line with the Remuneration Policy

approved at the AGM in 2022. In 2022, Swagatam

Mukerji had been receiving a pension allowance

equivalent to 9% of annual salary, the rate at the

time of his appointment in 2016. After discussion at

the beginning of 2022 the Remuneration Committee

agreed that this would be adjusted such that from

1 January 2024 this will be 7%. Swagatam Mukerji

retired as Chief Executive on 31 December 2024.

Provision 9 of the UK Corporate Governance Code

recommends that, on appointment, the Chair of a

company should be independent when assessed

against the circumstances set out in Provision 10, and

that the roles of Chair and Chief Executive should

not be exercised by the same individual. Further,

Principle G requires that there is a clear division of

responsibilities between the leadership of the Board

and the executive leadership of the company’s

business. Martin Rowland, who was appointed as

Chair on 28 October 2024, was not independent on

appointment due to his association with Harwood

Capital. As disclosed at the time, Martin is Executive

Director of Transformation of Carr’s Group plc, in

which Harwood Capital had a 19.5% shareholding.

Harwood Capital also has a 28.96% shareholding in

Centaur. Since the resignation of Swagatam Mukerji

as CEO on 31 December 2024, Martin has performed

the role of Executive Chair, which combines the roles

of both Chair and Chief Executive. Notwithstanding

the foregoing, the Nomination Committee and the

Board considered the appointment of Martin to the

role of Chair, and subsequently that of Executive

Chair, to be in the best interests of the Group due

to his proven leadership qualities and significant

operational experience. Further, in the Board’s

opinion, the Company’s governance-related checks

and balances are effective. The Executive Chair is

subject to challenge from the Senior Independent

Director, the CFO and the Independent Non-executive

Directors. There is also a clear division between the

responsibilities of the Executive Chair, the Senior

Independent Director, the CFO and the Independent

Non-executive Directors, which ensures appropriate

accountability and oversight. At the time of any future

Chair or Chief Executive appointment, the Board

intends to consider whether these roles should be

separated.

Provision 21 of the UK Corporate Governance Code

recommends that a performance evaluation of

the Board, its committees, the Chair and individual

directors should take place annually. Given that

Martin Rowland was appointed as Chair on 28

October 2024, the Board did not carry out an

evaluation of his performance in 2024. However, the

skills and experience required of him for the roles

of Chair and, subsequently, Executive Chair, were

considered by the Board as part of the appointment

process for both roles. Further, in the usual way, a

performance evaluation of him as Executive Chair

will be undertaken during 2025, led by the Senior

Independent Director, and reported on in next year’s

Annual Report.

The Board

As at 31 December 2024, the Board had three Non-

Executive Directors and two Executive Directors

(Executive Chair and Chief Financial Officer).

Biographies for each currently serving Director are

shown on pages 39 and 40. The Board endeavours

to maintain diversity in its composition with respect

to gender, skills, knowledge and length of service in

order to ensure the balanced and effective running

of the Company. Martin Rowland is the Executive

Chair of the Board and was non-independent on

appointment as Chair in October 2024. He leads the

Board and ensures that both Executive and Non-

Executive Directors make available sufficient time

to carry out their duties in an appropriate manner,

that all Directors receive sufficient financial and

operational information and that there is proper

debate at Board meetings.

The Board is responsible for the leadership of the

Company and the Group, and in discharging that

responsibility it makes decisions objectively and in

the best interests of the Group and its stakeholders.

The Section 172 Statement is set out in the Strategic

Report on pages 18 to 19.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202447

GOVERNANCE REPORT

The Board sets the vision, culture, values and

standards for the Group. The balance of the Board,

together with the advice sought from the Executive

Committee members and the Company’s external

advisors, ensures that no one individual has

unfettered powers of decision. The Board delegates

day-to-day responsibility for the running of the

Company to the Executive Chair.

The Executive Chair is responsible for the effective

performance of the Board through a schedule

of matters reserved for approval by the Board

(comprising issues considered most significant to

the Group in terms of financial impact and risk)

and control of the Board agenda. The Executive

Chair conducts Board and shareholder meetings

and ensures that all Directors are properly briefed.

The Executive Chair, supported by the Chief

Financial Officer and Executive Committee, is also

responsible to the Board for running the business

and implementing strategy. The Board reviews the

performance of the Executive Directors and the

Group against agreed budgets and against the

Group’s objectives, strategy and values.

The Senior Independent Director is William Eccleshare,

who is also a member of the Remuneration, Audit

and Nomination Committees. William Eccleshare has

served on the Board of directors of the Company

since 2016 and his latest service contract expires

on 1 July 2025. He has remained an independent

non-executive during this time and is not currently,

nor was previously, involved in the operational

management of the Company. Furthermore, the

Board considers that it has benefitted from his deep

understanding of the Group and his expertise and

experience has enriched board discussions and

decision-making processes. With the recent changes

to the Board, William Eccleshare has therefore agreed

to continue as a non-executive director beyond 1

July 2025. This position will be reviewed again in 12

months.

The Company Secretary position is held jointly by

Ciara Galbraith and Simon Longfield. The Company

Secretary assists the Chair in ensuring there is

efficient communication between all Directors, the

committees and senior management, as well as the

professional development of Directors. Independent

advisors including lawyers, remuneration specialists

and the external auditor are available to advise the

Non-Executive Directors at the Company’s expense.

All the Non-Executive Directors are independent. As

explained in the Compliance Statement on

page 47, Martin Rowland was not independent upon

appointment as Chair.

Committee meetings are held independently

of Board meetings and invitations to attend

are extended by the Committee Chair to other

Directors, the Group’s advisors and management

as appropriate. The terms of reference of the Audit

Committee, the Nomination Committee and the

Remuneration Committee, including their roles and

the authority delegated to them by the Board, are

available on request from the Company Secretary

and will be available at the AGM.

Board meetings

During the year, the membership of the Board and of each committee was as follows:

Board Role Audit Committee

Remuneration

Committee

Nomination

Committee

Martin Rowland

Chair, Executive Chair – – Chair

Colin Jones

Chair – Member Chair

William Eccleshare Senior Independent Director Member Member Member

Carol Hosey Non-Executive Director Member Chair Member

Leslie-Ann Reed Non-Executive Director Chair Member Member

Richard Staveley

Non-Executive Director – – –

Swagatam Mukerji

Chief Executive – – –

Simon Longfield Chief Financial Officer – – –

1 appointed Chair 28 October 2024; appointed Executive Chair 31 December 2024

2 resigned 28 October 2024

3 resigned 11 December 2024

Directors’ Statement on Corporate Governance continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202448

GOVERNANCE REPORT

The number of scheduled full Board meetings and committee meetings during the year along with

attendance of Directors was as follows:

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Number of scheduled meetings

held:

6 4 3 2

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Colin Jones 5 5 – – 2 2 1 1

William Eccleshare 6 6 3 4 2 3 1 2

Swagatam Mukerji 5 6 – – – – – –

Simon Longfield 6 6 – – – – – –

Carol Hosey 6 6 4 4 3 3 2 2

Leslie-Ann Reed 6 6 4 4 3 3 2 2

Richard Staveley 5 5 – – – – – –

Martin Rowland 1 1 – – – – 1 1

1 Seven additional unscheduled Board meetings were held during the year. These related mainly to an expression of interest in the Company

in April 2024 and changes to the Board in October 2024.

2 Two additional unscheduled Remuneration Committee meetings were held during the year.

3 Two additional unscheduled Nomination Committee meetings were held during the year.

If a Director is unable to attend a meeting he or she

is provided with the same level of information as the

other Directors in advance of the meeting and given

the opportunity to express views, which will then be

shared at the meeting.

In addition to the key items identified for discussion

by the Committees above, the Board discussed the

following matters at the Board meetings during the

year:

• Review of financial performance against budget,

forecasts and prior year;

• Review of Centaur’s strategy;

• Review of dividend policy and payments;

• Review and approval of budgets;

• Review of Group key performance indicators;

• Approval of financial reports and communication

to shareholders and investors; and

• Approval of the Group’s internal control policy,

including a robust assessment of the principal and

emerging risks, corporate governance environment

and environmental issues.

Board assessment and Directors’

performance evaluation

The Board undertakes a formal evaluation of its

own performance and that of its committees and

individual Directors. Individual evaluation aims to

show whether each Director continues to contribute

effectively and to demonstrate commitment to the

role (including commitment of time for Board and

committee meetings and other duties). Evaluations

are undertaken annually by self-assessment and the

Chair’s performance is also evaluated by the other

Non-Executive Directors at a separate meeting for

this purpose each year.

In addition, the Chief Executive is subject to an

annual performance review with the Chair. New

Directors receive an induction programme and

all the Directors are encouraged to undertake

continuous professional development programmes

as appropriate. The Group maintains insurance cover

in respect of legal action against its Directors.

Directors’ Statement on Corporate Governance continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202449

GOVERNANCE REPORT

Management structure

The Board delegates the day-to-day running of

the Company to the Executive Directors, who in

turn share the operational running of the Group

with the Executive Committee. Throughout the year,

the Executive Committee was the primary body

implementing operational management across the

Group.

The role of the Executive Committee is to review:

• Financial performance, the budget and forecasts;

• Human capital management and resource

allocation including capital expenditure;

• Operational efficiency and developments

(including Group IT, procurement and facilities);

• Product development;

• Market development;

• Business continuity planning;

• Internal and external communications;

• Business transformation and change

management; and

• Acquisition and disposal plans.

The biographies of the members of the Executive

Committee are set out on pages 41 to 42.

Relations with shareholders

The Company encourages meaningful dialogue

with all stakeholders. Shareholder communication

primarily centres on the publication of annual reports,

periodic press releases, investor presentations,

analyst research on Centaur’s website and trading

updates. The Executive Chair and CFO are available

for discussions with shareholders throughout the

year and particularly around the time of results

announcements. During the year, meetings were held

with major shareholders following the preliminary

results in March and the interim results in July.

The Senior Independent Director is also available

should any shareholder wish to draw any matters

to his attention. The Directors are available for

comment throughout the year and at all General

Meetings of the Company. Centaur values the views

of its shareholders and recognises their interest in

the Company’s strategy and performance, Board

membership and quality of management. The

Group therefore has an active programme to meet

and make presentations to its current and potential

shareholders to discuss its objectives. More details

on engagement with our stakeholders are set out in

the Section 172 Statement in the Strategic Report on

pages 18 to 19.

Investors are encouraged to attend the AGM and

to participate in proceedings formally or sharing

their views with Board members informally after the

meeting. The Chairs of the Audit, Remuneration and

Nomination Committees are available to answer

questions at the AGM.

Separate resolutions are proposed on each issue

so that they can be given proper consideration and

there is a resolution to approve the annual report and

financial statements. Consistent with last year’s AGM,

shareholders will be given the opportunity to email

questions to the Board prior to the AGM in 2025.

The Company counts all proxy votes and indicates

the level of proxies lodged on each resolution,

after it has been voted on by a show of hands. All

shareholders can gain access to the annual reports,

trading updates, announcements, research, press

releases and other information about the Company

through the Company’s website, www.centaurmedia.

com.

Risk assessment

Risks that affect or may affect the business are

identified and assessed, and appropriate controls

and systems implemented to ensure that the risk

is managed. The Group’s risk register is kept by

the CFO with input from the Executive Committee

and General Counsel and is reviewed by the Audit

Committee regularly with appropriate mitigation

actions also being reported to and overseen by the

Audit Committee.

Principal and emerging risks

The principal and emerging risks facing the Group,

with associated mitigating controls, are detailed on

pages 32 to 36 within the Strategic Report.

Directors’ Statement on Corporate Governance continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202450

GOVERNANCE REPORT

Ethics

The Group carries out its business in a fair, honest

and open manner, ensuring that it complies with

all relevant laws and regulations. The Company

has specific policies on the prevention of bribery

and corruption, whistleblowing and the prevention

of slavery and human trafficking, which are widely

distributed, and compliance with these policies

is monitored. The HR team ensures that new job

opportunities are made available to existing

employees as well as to outside applicants and

that all employees are able to benefit from training,

career development and promotion opportunities

where appropriate. The recruitment of new personnel

is made without prejudice and the Group believes

in equal opportunity and encourages diversity. The

analysis of the Group’s workforce and Board by

gender is set out in the Environmental, Social and

Governance Report on page 31.

We ensure that we treat customers and partners

fairly and openly while abiding by the terms of

contracts and relevant law. Equally, we treat our

suppliers fairly, and do not exploit them or their

employees, including the objective of paying all

suppliers within the agreed payment terms.

Monitoring of controls

The Board has overall responsibility for the

effectiveness of the Group’s system of risk

management and internal controls, and these are

regularly monitored by the Audit Committee.

Details of the activities of the Audit Committee in this

financial year can be found in the Audit Committee

Report on pages 53 to 56.

Greenhouse gas emissions

The disclosure in respect of the greenhouse gas

emissions of the Group in tonnes of carbon dioxide is

set out in the Environmental, Social and Governance

Report on page 29.

Fraud

While the Group cannot guarantee to prevent

fraud, an internal control framework is in place to

reduce the likelihood of fraud arising. The Group’s

Whistleblowing Policy is available to employees

on the Company’s intranet, should any employee

become aware of any incidence of fraud.

Directors’ conflicts

Directors have a statutory duty under the

Companies Act 2006 to avoid conflicts of interest

with the Company and, in line with the UK Corporate

Governance Code, the Board takes positive steps

to identify and manage conflicts of interest. On

an annual basis, directors are required to disclose

directorships or other relationships, which they or a

person connected to them may hold, and which may

give rise to an actual or potential conflict of interests.

Directors are also required to declare any interests at

the start of all Board and Committee meetings. Any

such declarations are considered by the Board, which

will either authorise the arrangement in accordance

with the Companies Act 2006 and the Company’s

Articles of Association or take other appropriate

action.

Until his resignation from the Board on 28 October

2024, Richard Staveley represented significant

shareholder interests as a representative of Harwood

Capital on the Board and, consequently, was required

to recuse himself from Board discussions and voting

in the event of any actual or potential conflict unless

otherwise authorised by the Board.

Bribery Act 2010

Centaur has a zero tolerance approach to any form

of bribery or corruption involving it or its partners.

Centaur is primarily subject to the requirements

of the UK Bribery Act 2010, as well as other national

anti-corruption laws. The Company has in place

processes to prevent corruption or unethical

behaviour, including an Anti-bribery and Corruption

Policy which explains to both staff and business

partners what is considered a bribe or facilitation

payment, which are prohibited, and provides

guidance over the levels of gifts, entertainment

and hospitality that are considered reasonable.

Anti-bribery and corruption training delivered via

an online training module is mandatory for all

employees. The Group’s standard supplier contracts

contain anti-bribery and corruption clauses, and its

Anti-bribery and Corruption Policy is communicated

where appropriate to third parties. As least once

annually, the Audit Committee reviews and considers

the appropriateness of Centaur’s Anti-Bribery Policy,

and the Company Secretary reports to the Audit

Committee on any reported instances of bribery and

corruption during the year, of which there were none

in 2024.

Directors’ Statement on Corporate Governance continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202451

GOVERNANCE REPORT

Whistleblowing

The Company is committed to the highest standards

of integrity and honesty. Along with other policies

which encourage this behaviour, Centaur’s

Whistleblowing Policy is available to employees

on the Company’s intranet. This policy allows

all employees to disclose openly, in confidence

or anonymously, any concerns they may have

about possible improper practices, in financial or

other matters. An escalation process has been

communicated to employees. Any matters raised will

be investigated and resolved. At least once annually,

the Audit Committee considers the appropriateness

of the Whistleblowing Policy, and the Company

Secretary reports to the Audit Committee on any

reported instances of whistleblowing during the year,

of which there were none in 2024.

Modern Slavery Act 2015

The Company is committed to implementing and

enforcing effective systems and controls to ensure

modern slavery is not taking place anywhere

in its business or in any of its supply chains. The

Company’s slavery and human trafficking statement

for the purposes of section 54 of the Modern Slavery

Act 2015 is available on the Company’s website, www.

centaurmedia.com. The Group has in place an anti-

slavery and human trafficking policy which has been

made available to employees on the Company’s

intranet and is notified to all new joiners. The policy is

communicated to suppliers and other third parties

where appropriate.

Capital structure

Information on the share capital structure is included

in the Directors’ Report on page 43.

Approved by the Board of Directors and signed by

order of the Board.

Simon Longfield

Company Secretary

18 March 2025

Directors’ Statement on Corporate Governance continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202452

GOVERNANCE REPORT

Audit Committee Report

Dear Shareholder,

I am pleased to present the report of the Audit

Committee (the “Committee”) for the year ended 31

December 2024. This report details the Committee’s

responsibilities and key activities over the period.

The role of the Committee is to protect the interests

of shareholders regarding the integrity of financial

information published by the Group and to oversee

the effectiveness of the external audit. It does this

through reviewing and reporting to the Board on

the Group’s financial reporting, internal controls and

risk management processes and the performance,

independence and effectiveness of the external

auditor.

Following the appointment of Crowe U.K. LLP as

auditor for the 2020 audit, they have continued in

office and provide their audit report on 2024 on

pages 82 to 87.

Committee composition

The Committee comprises Carol Hosey, William

Eccleshare and myself. Our biographies are shown on

page 39 and 40. The membership of the Committee

is balanced and is considered to contain the

appropriate combination of recent, relevant financial

experience through the Chair, as well as competence

relevant to the sector. The Executive Directors,

representatives of the external auditor and other

Group executives regularly attend meetings at the

invitation of the Committee. The Committee met five

times during the year with attendance as shown in

the Directors’ Statement on Corporate Governance.

Meetings are held throughout the year and are

scheduled to align with the overall financial reporting

timetable. At least once a year, the Committee

meets separately with the external auditor without

management and, as Chair, I am in regular direct

contact with the external auditor and with the Chief

Financial Officer.

Roles and responsibilities

The main roles and responsibilities of the Committee

are to:

• Monitor the integrity of the financial statements of

the Group and any formal public announcements

relating to the Group’s financial performance,

reviewing (and approving) significant financial

reporting judgements contained in them;

• Review and monitor the external auditor’s

independence and objectivity and the

effectiveness of the audit process, taking into

consideration relevant UK professional and

regulatory requirements;

• Review and assess the Annual Report in order to

determine that it can advise the Board that, taken

as a whole, the Annual Report is fair, balanced and

understandable, and provides shareholders with

the information they need to assess the Group’s

position and performance, business model and

strategy as required by provision 27 of the UK

Corporate Governance Code;

• Make recommendations to the Board in relation to

the appointment and terms of engagement of the

external auditor and to review and approve levels

of audit and non-audit remuneration;

• Develop and implement policy on the engagement

of the external auditor to supply non-audit services;

• Review the effectiveness of the Group’s internal

financial control and risk management systems

including a bi-annual review of the Group’s risk

• Review the Group’s financial and operational

policies and procedures to ensure they remain

effective and relevant;

• Consider annually whether there is a need

for an internal audit function and make a

recommendation to the Board (see section below);

• Oversee the whistleblowing arrangements of the

Group and to ensure they are operating effectively;

and

• Report to the Board on how it has discharged its

responsibilities.

Activities of the Committee during the

year

During the year and up until the date of this report,

the Committee undertook the following activities

to ensure the integrity of the Group’s financial

statements and formal announcements:

• Regularly met with management and the Chief

Financial Officer to discuss the results and

performance of the business;

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202453

GOVERNANCE REPORT

• Received reports from management on the

internal controls covering the financial reporting

process and on data compliance matters;

• Reviewed forecasts relating to the interim and final

ordinary dividends;

• Reviewed management’s assessment of the

recoverability of the Group’s goodwill and

intangible assets and agreed an impairment of

goodwill of £12.0m;

• Reviewed and agreed the external auditor’s

strategy in advance of their audit for the year;

• Reviewed and agreed reappointment and

remuneration of the external auditor;

• Reviewed compliance with requirements under the

UK Corporate Governance Code, and in particular

its impact on the Strategic Report, Viability

Statement and going concern assessment;

• Discussed the report received from the external

auditor regarding their audit in respect of the prior

year, which included comments on significant

financial reporting judgements and their findings

on internal controls;

• Met with other management personnel;

• Reviewed and discussed with management and

the Chief Financial Officer each financial reporting

announcement made by the Group; and

• Reviewed compliance with UK-adopted

International Accounting Standards.

The most significant financial reporting judgements

and estimates considered by the Committee and

discussed with the external auditor during the year

were as follows:

Carrying value of goodwill, intangible

assets and investments

The Committee has reviewed management’s

assessment of the recoverability of the Group’s

goodwill and intangible assets at 31 December

2024 and whether there is a need for any resulting

impairment. The recoverable amount of goodwill has

been determined through value-in-use calculations

of each cash-generating unit (‘CGU’) based on Board

approved forecasts for the first three years of the

value-in-use calculation and applying a terminal

growth rate of 2.0%. Management’s assessment

of the recoverability of the Group’s goodwill and

intangible assets resulted in an impairment of £12.0m

being recognised.

The Committee, in discussions with the auditor,

paid particular attention to the judgements and

assumptions used to forecast cash flows, particularly

around revenue and adjusted EBITDA growth rates.

The Committee was satisfied that the forecasts

reflect the historical budgeting performance of

the CGUs and that reasonable sensitivities were

performed, that the value-in-use calculation reflects

management’s best estimate, and that the booking

of an impairment against the CGU is appropriate.

As a result, the Committee was satisfied with the

remaining carrying value of goodwill and intangible

assets in the Group’s balance sheet.

Further details on goodwill and the impairment

testing are included in note 10 to the financial

statements.

Going concern and viability

The Committee received a report setting out the

going concern review undertaken by management

which forms the basis of the Board’s going concern

conclusion.

The Group reported revenue of £35.1m for 2024, a

reduction of 6% from £37.3m in 2023. Adjusted profit

before tax decreased by 49% to £3.9m. The Group’s

cash generation remained strong with net cash

decreasing to £8.9m at the end of 2024 (2023: £9.5m).

The Committee has reviewed forecasts to cover the

twelve months from signature date based on the

Group’s three-year plan with downside scenarios

explored. The Committee has also taken into

consideration the dividends paid and recommended

to be paid after the end of the year and the £10m

revolving credit facility with NatWest. The Committee

has concluded that the adoption of the going

concern basis is appropriate.

The Committee has also assessed the statement in

relation to the longer-term viability of the Group and

of the Group’s principal risks to viability, including

reviewing the long-term financial projections for

the period over which the statement is made, and

reviewing qualitative and quantitative analysis and

scenario testing prepared by management. The

Committee concluded that the statement in relation

to the longer-term viability of the Group in the

Strategic Report is appropriate.

Audit Committee Report continued

2 Net cash is the total of cash and cash equivalents and short-term deposits.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202454

GOVERNANCE REPORT

Adjusting items

Adjusting items in 2024 comprise the amortisation of

acquired intangible assets, share-based payments,

impairment of goodwill, exceptional operating

costs relating to restructuring and loss on disposal

of assets. The Committee is satisfied that it is

appropriate to present these items as adjusting items

on the basis that they assist the user in assessing the

core operating performance of the Group.

The Committee assesses the appropriateness of

all alternative performance measures disclosed

as adjusting and the impact these have on the

presentation of the Group’s results and is satisfied

that they do not inappropriately replace or obscure

IFRS measures. Further details on adjusting items

are included in notes 1(b) and 4 to the financial

statements.

New accounting standards

No new accounting standards were introduced

during the year. Centaur was already required to

disclose climate-related financial disclosures since

its 2021 Annual Report.

Risk management

The Group’s management is responsible for the

identification, assessment and management of

risk and emerging risk, as well as for designing

and operating the system of internal control as

set out in the Strategic Report on pages 32 to 36.

The Committee has assessed management’s

identification of risk and concluded that appropriate

mitigating actions are being taken. The auditor

has also detailed certain risks in their report and

set out the work performed to satisfy itself that

these have been properly reflected in the financial

statements. The Committee has worked closely with

management and received detailed information to

assess the effectiveness of internal financial control

and risk assessment and management systems, and

report on them to the Board (which retains ultimate

responsibility). Details of financial risks are set out in

note 26.

Having monitored the Group’s risk management

and internal control system, and having reviewed

the effectiveness of material controls, including

financial, operational and compliance controls, the

Committee confirms on behalf of the Board that it

has not identified any significant control failings or

weaknesses at any time during the year and to the

date of this report.

Risk of fraud

The Committee considered the risk of fraudulent

financial reporting in the business and through its

review of the effectiveness of internal controls and

reporting from management has concluded that

adequate controls were in place during the year.

Whistleblowing

The Committee reviewed the Group’s whistleblowing

policy and is satisfied that this has met FCA rules and

good standards of corporate governance. Further

details of the whistleblowing policy are set out within

the Directors’ Statement on Corporate Governance

on page 52.

Internal controls and internal audit

The Committee considered whether it was

appropriate to appoint internal auditors and

concluded that this is not currently required given

the size of the business, its relatively centralised

operations and the risks identified together with the

mitigating controls. During the year the CFO provides

a report on the significant internal controls operating

within the business and notes any weaknesses

identified during the period together with appropriate

mitigations. In addition, the external auditor as part

of the audit procedures considers and evaluates

the adequacy of the Group’s systems and controls

relevant to the financial statements. The auditor

reviews the key cycle processes and assesses

the design and implementation of controls. Any

weaknesses arising from this review are reported to

management who identify solutions or mitigations.

The associated weakness and recommendations

are discussed with the Committee to ensure that

appropriate actions are undertaken in order to

deliver a satisfactory resolution.

Audit Committee Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202455

GOVERNANCE REPORT

External audit

The Group’s external auditor is Crowe U.K. LLP (Crowe)

who were appointed as auditor in November 2020

following a competitive tender. The Committee

monitors the external audit process to ensure high

standards of quality and effectiveness.

This was assessed throughout the year using a

number of measures, including:

• Reviewing the quality and scope of planning of the

audit and the level of fees;

• Monitoring the independence and transparency of

the audit; and

• Obtaining feedback from management and the

Directors on the quality of the audit team, their

business understanding and audit approach, and

approving reappointment.

The Committee has considered the independence

and objectivity of the external auditor through careful

review of their terms of engagement, scope of work

and level of fees (which are shown in note 3 to the

financial statements).

The external auditor is excluded from providing any

non-audit services that individually, or in aggregate,

may impair the independence of the auditor.

Prior approval from the Committee is required for

any permitted audit-related or other services in

accordance with the regulations.

During the year, Crowe provided no services to the

Group other than audit and audit-related (interim

review) services.

The external auditor’s report to the Directors and

the Committee also confirmed their independence

in accordance with auditing standards and the

Committee concurred. Should non-audit services be

required in the forthcoming year, we are likely to use

suppliers other than Crowe.

Self-assessment

During the period the Committee conducted a

formal, questionnaire-based self-assessment, the

results of which confirmed that the Committee

continued to function effectively.

Report to the Board

The Board has requested the Committee to confirm

that in its opinion the Board can make the required

statement that the Annual Report taken as a whole

is fair, balanced and understandable and provides

the information necessary for shareholders to assess

the Company’s position and performance, business

model and strategy. The Committee has given this

confirmation on the basis of its review of the whole

Annual Report, underpinned by involvement in the

planning for its preparation, review of the processes

to ensure the accuracy of factual content and by

assurances from the Remuneration Committee.

Independent auditor

A resolution is to be proposed at the Annual General

Meeting for the re-appointment of Crowe U.K LLP as

auditor of the Company.

Leslie-Ann Reed

Chair of the Audit Committee

18 March 2025

Audit Committee Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202456

GOVERNANCE REPORT

Nomination Committee Report

Dear Shareholder,

I am pleased to present the report of the Nomination

Committee (the “Committee”) for the year ended 31

December 2024. This report details the Committee’s

responsibilities and key activities over the period.

The Committee comprises myself and the three

independent Non-Executive Directors: William

Eccleshare (Senior Independent Director or ‘SID’),

Carol Hosey and Leslie-Ann Reed, ensuring that there

is a majority of independent Non-Executive Directors

on the Committee. During the year, Colin Jones

chaired the Committee up until his resignation, and

my appointment, on 28 October 2024.

Nomination Committee

responsibilities

The Committee’s key responsibilities include:

• Reviewing the Board’s structure, size, composition

and diversity;

• Reviewing the composition of Board Committees;

• Defining the role and competencies required for

appointments to the Board;

• Managing succession planning for all members of

the Board and senior management team, in order

to develop a diverse pipeline for succession;

• Identifying and recommending candidates for

appointment to the Board; and

• Reviewing the leadership needs of the organisation,

including Executive and Non-Executive Directors as

well as senior management.

Activities during the year

During the year, the main areas of focus for the

Committee were as follows:

• The recruitment and appointment of me as a new

Chair and successor to Colin Jones;

• The recruitment and appointment of me as

Executive Chair following Swagatam Mukerji

stepping down from the Board;

• A continued focus on succession planning in

general and how diversity will be taken into

consideration in respect of new Board and senior

management appointments, and full compliance

with Listing Rule 6.6.6R will be achieved; and

• The appointment of Anna Tolhurst as Chief People

Officer and member of the Executive Committee to

replace Nicola Moretti.

Appointments

2024 saw several changes to the Board, including my

appointment as Chair and, subsequently, Executive

Chair. For both appointments, the Committee

followed a formal, rigorous process based on merit

and objective criteria that was approved by the

Board.

In October 2024, Colin Jones resigned as Chair after

six years as a Non-Executive Director, including five

years as Chair, and Richard Staveley resigned as a

Non-Executive Director, having joined the Board in

2022. William Eccleshare, Senior Independent Director,

oversaw the recruitment of a new Chair, including

the appointment of an external search firm, who

identified suitable candidates for the role. Having

considered a shortlist of candidates, and due to

my significant operational expertise and focus on

delivering value for shareholders, the Committee

recommended my appointment to the Board as

Chair with effect from 28 October 2024.

Following Swagatam Mukerji stepping down from

the Board and retiring as CEO in December 2024

following 8 years at Centaur, the Committee, led

by William Eccleshare, Senior Independent Director,

considered how best to address this vacancy. It

recommended my appointment to the Board as

Executive Chair, a role which combines the roles of

both Chair and CEO, with effect from 31 December

2024. In arriving at this decision, the Committee

concluded that I have the skills, knowledge

and experience to lead a review of Centaur’s

business operations and strategy alongside senior

management in 2025.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202457

GOVERNANCE REPORT

Diversity and Inclusion – Compliance with Listing Rule 6.6.6R(9)

The gender identity and ethnic background of the Board and the Executive Committee as at 31 December

2024, the Company’s chosen reference date for the purposes of Listing Rule 6.6.6R(9), was as follows:

Number of Board

members

Percentage of

Board

Number of senior

positions on

Board (Chair, SID,

CEO or CFO)

Number of

Executive

Committee

members

Percentage

of Executive

Committee

Men 3 60% 3

3 60%

Women 2 40% – 2 40%

Not specified / prefer not to say – – – – –

White British or other White (including

minority-white groups)

5 100% 3 5 100%

Mixed / Multiple Ethnic Groups – – – – –

Asian / Asian British – – – – –

Black / African / Caribbean / Black

British

– – – – –

Other ethnic group – – – – –

Not specified / prefer not to say – – – – –

1 Swagatam Mukerji resigned as CEO, and Martin Rowland was appointed Executive Chair, effective as of 31 December 2024. Therefore

Swagatam Mukerji has been excluded from the numbers represented in this table. Further, as Martin Rowland’s Executive Chair role

combines the roles of Chair and CEO, it is counted as one role.

The data for the Board and executive management

was collected by the Company Secretary directly

from each individual. Data collection was conducted

on the basis of self-reporting. Individuals were asked

to respond to questions on ethnicity and gender

identity on a confidential basis, and questions were

aligned with the definitions specified in the UK Listing

Rules and set out in the table above. The Company’s

approach to data collection was consistent across all

individuals in relation to whom data is being reported.

I am pleased to confirm that Centaur complies with

the Listing Rules target, and the FTSE Women Leaders

Review’s 2025 target, that at least 40% of the Board

are women. Centaur does not currently comply with

the requirement that at least one of the senior Board

positions of Chair, Senior Independent Director, CEO

or CFO is held by a woman. Due to the timing of the

resignation of Swagatam Mukerji from the Board, who

identifies as Asian British, Centaur does not currently

meet the UK Listing Rules target to have at least one

Board member from a minority ethnic background,

in line with existing Parker Review guidelines on ethnic

diversity.

Our policy on diversity and inclusion is set out

in the Directors’ Report and further details of

diversity/gender in the Company are set out in the

Environmental, Social and Governance Statement on

page 31.

We will continue to consider gender and ethnic

background diversity in respect of any future Board

appointments with a view to ensuring that diversity of

gender, social and ethnic backgrounds, cognitive and

personal strengths will be taken into consideration

in respect of new appointments, and the targets set

out in Listing Rule 6.6.6R(9) are achieved. DICE, which

formally reported to the Board on its activities in May

2024, continues to play an integral role in supporting

engagement with our workforce on Diversity,

Inclusion, Culture and Engagement.

Nomination Committee Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202458

GOVERNANCE REPORT

Nomination Committee Report continued

Board evaluation

For 2024, Centaur conducted an internally

facilitated Board evaluation following the end of

the financial year, supported by the Company

Secretary. This assessed the effectiveness of the

Board, its Committees and each individual Director.

No evaluation of my effectiveness as Chair was

undertaken due to my limited time as Chair on the

Board in 2024. A full review of my effectiveness as

Chair during 2025 will be undertaken in the usual way,

led by the Senior Independent Director. The views

of all Directors were sought as part of the Board

effectiveness evaluation, and the Board concluded

that it functioned well as a team in 2024, and that

its Committees, as well as each individual Director,

were effective. No changes to Board composition

arising out of the 2024 Board evaluation process are

necessary at this time. Further detail on the Board’s

annual evaluation process is given on page 49 of this

Annual Report.

Martin Rowland

Chair of the Nomination Committee

18 March 2025

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202459

GOVERNANCE REPORT

Directors’ Remuneration Report

Annual statement

Dear Shareholder,

On behalf of the Board, I am pleased to present the

Directors’ Remuneration Report for the year ended

31 December 2024. This report is in three parts: (i) this

Annual Statement; (ii) the Directors’ Remuneration

Policy report, which sets out the proposed Directors’

Remuneration Policy which will be taken for approval

at the 2025 AGM; and (iii) the Annual Report on

Remuneration. Further details in respect of the of the

proposed change to the Director’s Remuneration

Policy are explained below.

The planned average 3% salary rise for all eligible

employees was implemented from 1 April 2024.

Employees also retain a generous benefits package

including pension, a health cash plan, life assurance,

a wellness day off, 25 days holiday increasing with

service to 30 days, and access to an electric vehicle

scheme and an Employee Assistance Programme.

Performance of the Group over this last year has

continued to be affected by our customers taking

greater time and consideration on committing

to contracts and their expenditure and Centaur

has been responding to this challenge with

understanding and flexibility to achieve the best

possible outcomes. However, financial performance

has fallen short of expectations resulting in much

lower annual bonus payments for 2024 and the 2022

LTIP awards not meeting the necessary performance

conditions.

Committee membership and work of the

Committee during the year

During the year, Centaur’s Remuneration Committee

(the “Committee”) comprised myself, Colin Jones

(resigned 28 October 2024), William Eccleshare

and Leslie-Ann Reed. The Committee had three

scheduled meetings during 2024 and met two further

times. The main Committee activities during the

year (full details of which are set out in the relevant

sections of this report) included:

• Agreeing Executive Director base salary levels from

1 April 2024;

• Agreeing the performance against targets for the

2023 annual bonus;

• Agreeing the targets for the 2024 annual bonus

plan;

• Agreeing the performance against the targets for

the 2021 LTIP awards which vested in the year;

• Agreeing the award levels and performance

targets for the 2024 LTIP awards;

• Reviewing the Company’s share dilution capacity

for LTIP awards;

• Agreeing the leaving arrangements for Swagatam

Mukerji in respect of his retirement;

• Reviewing and setting remuneration for the

Directors and Executive Committee including

Martin Rowland’s remuneration arrangements

in respect of his appointment as Chair and

subsequently Executive Chair;

• Reviewing workforce remuneration and alignment

of workforce incentives and rewards; and

• Reviewing disclosures in the 2023 Directors’

Remuneration Report including the CEO Pay Ratio

requirements.

In addition, the Committee has considered how

the Policy and practices are consistent with the six

factors set out in Provision 40 of the UK Corporate

Governance Code:

• Clarity - our Policy (approved by shareholders

in 2022) is understood by our senior executive

team and has been clearly articulated to our

shareholders and representative bodies (both

on an ongoing basis and when changes are

proposed).

• Simplicity - the Committee is mindful of the

need to avoid overly complex remuneration

structures which can be misunderstood and

deliver unintended outcomes. Therefore, a key

objective of the Committee is to ensure that our

executive remuneration policies and practices are

straightforward to communicate and operate.

• Risk - our Policy has been designed to ensure that

inappropriate risk-taking is discouraged and will

not be rewarded via: (i) the balanced use of annual

and long-term pay with a blend of financial, non-

financial and shareholder return targets; (ii) the

significant role played by equity in our incentive

plans; and (iii) malus/clawback provisions.

• Predictability - our incentive plans are subject to

individual caps and our share plans are subject to

market standard dilution limits.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202460

GOVERNANCE REPORT

• Proportionality - there is a clear link between

individual awards, delivery of strategy and long-

term performance. In addition, the significant role

played by incentive/‘at-risk’ pay, together with

the structure of the Executive Directors’ service

contracts, ensures that poor performance is not

rewarded.

• Alignment to culture - our executive pay policies

are aligned to our culture through the use of

metrics in our incentive plans.

Performance and Reward in respect of 2024

The Group saw a reduction in both revenue and

adjusted EBITDA, with a resulting decrease in adjusted

EBITDA margin, principally due to macro-economic

challenges and a continued decline in non-strategic

revenue. It delivered a 39% reduction in adjusted

EBITDA to £5.9m for the year generated at an

adjusted EBITDA margin of 17%.

Reflecting this performance, the annual bonus award

for 2024 was 8% of salary (8% of maximum) for

Simon Longfield as a result of revenue and adjusted

EBITDA performance being below the threshold, but

the partial achievement of personal objectives. No

bonus has been awarded to Swagatam Mukerji

following his retirement on 31 December 2024 (details

of Swagatam Mukerji’s leaving arrangements are set

out in the Annual Report on Remuneration).

No 2022 LTIP awards will vest on 24 March 2025 as a

result of the Group not achieving the threshold levels

for each of the adjusted EBITDA, EPS and relative TSR

targets. Further details of the annual bonus award

and vesting of LTIP awards are presented in the

Annual Report on Remuneration.

Directors’ Remuneration Policy Change

Following discussions with the Company’s major

shareholders and a desire to ensure long-term

incentive provisions appropriately align to strategy,

the Remuneration Committee wishes to replace the

annual grant of LTIP awards with a one-off Value

Creation Plan (“VCP”) award.

The VCP has been incorporated into the existing rules of

the Centaur Media Long Term Incentive Plan 2016 (“LTIP”)

by way of a new schedule which details the specific

terms of the VCP awards. As such, two remuneration-

related shareholder resolutions will be presented at the

2025 AGM being: (i) the adoption of a revised Directors’

Remuneration Policy; and (ii) amendments to the LTIP to

enable the grant of VCP awards.

The key terms of the VCP award are as follows:

• VCP awards will be in the form of cash-settled

awards with vesting conditional upon performance

(growth in total shareholder value) and continued

service.

• Each VCP award entitles the holder to a share of

a Pool, the value of which will be based on a cash

amount calculated as 6.5% of the growth in the

Shareholder Value (being the market capitalisation

of Centaur calculated by reference to the Centaur

share price plus the total value of any returns to

shareholders calculated on a basis consistent with

market standard total shareholder return (“TSR”)

methodology).

The Pool

The Pool will be:

• shared in the following proportions: Martin Rowland

= 81%, Simon Longfield = 19%.

• subject to an overall cap of £2.46m, being

the projected value of the Pool if the Centaur

share price were to increase to an amount

equivalent to 55 pence per share calculated on

a basis consistent with the market standard TSR

methodology.

Shareholder Value

For the purpose of calculating the Shareholder Value:

• the base starting value will be £45.4m (based on a

reference share price of 30 pence).

• share price will ordinarily be calculated using a

one-month average of the closing mid-market

price. In the case of a corporate event, the

Remuneration Committee may alternatively

determine that a spot price or transaction value is

used, at its absolute discretion.

• the Committee may adjust the Shareholder

Value on a basis consistent with market standard

TSR methodology in respect of any amounts

paid to shareholders (e.g. dividends, special

dividends, tender offers or any other payments to

shareholders as determined by the Committee in

its absolute discretion).

Performance Period

• The Performance Period will begin on 8 May 2025

(being the date of the 2025 AGM) and will end

on the earlier of: (i) the third anniversary of that

date; or (ii) an accelerating corporate event

(e.g. a takeover, voluntary liquidation of business or

as determined by the Remuneration Committee).

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

• Awards may vest either at the end of the

Performance Period; or, in part, at the same time as

qualifying distributions are made to shareholders.

• If a material cash distribution or return to

investors is proposed (but not an ordinary

dividend) (a “Qualifying Distribution”), a portion of

outstanding VCP awards may vest early and an

interim payment made at the same time as the

Qualifying Distribution.

• An interim payment arising from a Qualifying

Distribution will be equal to 60% of the carrying

value of the relevant award, at the date of

the Qualifying Distribution. For the purpose of

calculating the Pool and carrying value of an

award, the Shareholder Value will include the

impact of the Qualifying Distribution.

• The Performance Period will not end on a

Qualifying Distribution and VCP awards will be

retained, and can accrue further value, and/or the

remaining value may be paid out at the end of the

Performance Period.

Final award value

• At the end of the Performance Period, the

Remuneration Committee will determine the final

value of the Pool, the individual award values and

the amount of any payments to be made to the

participants.

• Any payments to be made at the end of the

Performance Period in respect of a vested award

will be less: (i) any interim payments made; and

(ii) any final payments to be made as explained

below.

Final payment

• A final payment equal to 20% of the final award

value (or in the case of Martin Rowland, an amount

equal to 20% of the final award plus £125,000 if

he has not purchased shares to this amount

between appointment as Executive Chair and

the date the final award value is determined)

will be retained and will only vest and be paid

when the Remuneration Committee determines.

This outstanding portion of the award will remain

subject to the leaver provisions until the final

payment is made.

Leaver and change of control provisions

• Leaver and change of control provisions and malus

and clawback provisions will be in accordance with

the existing LTIP rules (subject to adaptations to

reflect the terms of the VCP awards).

Implementing the Directors’ Remuneration

Policy for 2025

In addition to the proposed VCP awards detailed

above, the proposed implementation of the remainder

of the Directors’ Remuneration Policy is as follows:

• The base salary of the Chief Financial Officer is

expected to increase on 1 April 2025 by 3% in line

with the proposed general workforce increases

of 3%. This will take Simon Longfield’s salary from

£206,000 to £212,200. Martin Rowland will not receive

a base salary rise following his appointment as

Executive Chair on 31 December 2024.

• Simon Longfield and Martin Rowland will continue

to receive a pension allowance equivalent to 5%

of salary, in line with the pension arrangements for

the general workforce.

• The maximum standard annual bonus for Simon

Longfield will continue to be set at 100% of salary.

The majority of bonus potential (80%) will be

measured against financial-based targets with

a minority (20%) based on strategic and personal

objectives including relevant ESG objectives. Any

annual bonus greater than 75% of salary will be

deferred into Centaur Media plc shares for three

years.

• Non-Executive Director fees will be increased by 3%

from 1 April 2025.

Shareholder consultation and AGM approvals

Major shareholders have been consulted in respect of

the proposed 2025 Directors’ Remuneration Policy and

strong support for the proposals has been received.

At the 2025 AGM, there will be three resolutions to

approve (i) the revised Directors’ Remuneration

Policy; (ii) the proposed amendments to the LTIP to

enable the grant of VCP awards; and (iii) the advisory

resolution on the Annual Statement and Annual Report

on Remuneration for the year ended 31 December

2024. I hope we continue to receive your support.

Carol Hosey

Chair of the Remuneration Committee

18 March 2025

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202462

GOVERNANCE REPORT

Directors’ remuneration policy

The following section of the Directors’ Remuneration

Report sets out the revised Directors’ Remuneration

Policy (Policy) which will be presented to shareholders

for approval at the 2025 AGM. The main change to

the Policy from that approved by shareholders in

2022 is the introduction of the Value Creation Plan

(VCP) for 2025. Further details in respect of the VCP

are set out in Annual Statement.

Policy scope

The Policy applies to the Executive Chair, the other

Executive Director and Non-Executive Directors.

Policy duration

Subject to shareholder approval at the 2025 AGM,

the Committee’s intention is that the Policy will be

operated for the next three years until the 2028 AGM.

The policy takes into account the provisions of the UK

Corporate Governance Code 2024 and other good

practice guidelines from institutional shareholder and

shareholder bodies. All payments to Directors during

the Policy period will be consistent with the approved

Policy.

Overview of Directors’ Remuneration Policy

Centaur recognises the need to attract, retain and

incentivise executives with the appropriate skills

and talent to manage and develop the Group’s

businesses, drive the Group’s strategy and deliver

shareholder value. The main principles of the

Directors’ Remuneration Policy are:

• To achieve total remuneration packages that are

competitive in the sector within which the Group

operates and with the market in general;

• To provide an appropriate balance between fixed

and variable remuneration which rewards high

levels of performance whilst managing risk to the

business; and

• To incentivise and retain management and to align

their interests with those of shareholders.

Considerations of employment conditions

elsewhere in the Group

The Committee considers the base salary increases

and remuneration policies and practice more

generally for all employees when determining the

annual salary increases and remuneration policy

for the Executive Directors. Employees are given the

opportunity to provide feedback to management

and the Board throughout the year on various

matters, including the Directors’ Remuneration Policy,

via a number of different communication channels

that have been established at the Company.

Consideration of shareholder views

The Committee considers shareholder feedback

received in relation to the Annual Report and AGM

each year. This feedback, plus any additional

feedback received during the course of the year, is

then considered as part of the Company’s annual

review of its Remuneration Policy. In addition, the

Committee will seek to engage directly with major

shareholders and their representative bodies should

any material changes be made to the Directors’

Remuneration Policy. Details of votes for and against

the resolution to approve last year’s Remuneration

Report and the 2022 Directors’ Remuneration Policy

are set out in the Annual Report on Remuneration.

Directors’ Remuneration Policy

The table below sets out the proposed Directors’

Remuneration Policy which will be put to shareholders

for approval at the 2025 AGM. Note that payments

may be made under arrangements in place under a

previous policy (including pension, other benefits and

incentives).

The remuneration offered to employees of the Group

will be adapted to reflect local market practice and

seniority.

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

Element

Purpose and link to

strategy Operation Maximum

Performance Targets and

recovery provisions

Base salary Reflects the value of

the individual and their

role

Reflects skills and

experience over time

Provides an

appropriate level of

basic fixed income

avoiding excessive

risk arising from over

reliance on variable

income

Reviewed annually,

normally effective 1 April

Paid in cash on a

monthly basis

Pensionable

Benchmarked against

companies with similar

characteristics and

sector comparators

The Committee has not

set a maximum level

of salary. Increases will

be set in the context

of salary increases

amongst the wider work

force

The Committee retains

the discretion to make

increases above this level

in certain circumstances,

for example, but not

limited to:

- An increase in the

individual’s scope and

responsibilities

- Alignment to the

external market

- An increase to

reflect an individual’s

performance and

development in the

role, e.g. where a

new appointment is

recruited at a lower

salary level and is

awarded stepped

increases

Not applicable

Annual

bonus

Incentivises annual

delivery of financial

and strategic goals

Maximum bonus only

payable for achieving

demanding targets

Targets reviewed

annually

Not pensionable

Deferral of any bonus

over 75% of base salary

into shares for three

years

Dividend equivalents

may be payable on

deferred share awards

100% of salary Normally measured over

a one-year performance

period

Primarily based on

Group’s annual financial

performance (majority)

Personal and/or strategic

objectives (minority)

Malus and clawback

provisions apply

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

Element

Purpose and link to

strategy Operation Maximum

Performance Targets and

recovery provisions

Long term

incentives

Aligns to main strategic

objectives of delivering

profit growth and

shareholder return

Annual grant of

conditional awards or nil

cost options

A two-year holding

period post vesting

applies

Dividend equivalents

may be payable on

shares to the extent

awards vest

Awards capped

at 100% of salary

(200% in exceptional

circumstances) although

the current intention is

that the Value Creation

Plan replaces LTIP awards

during the next three-

year Policy period.

Normally a three-year

performance period

Performance is based on

financial and/or share

price-based and/or

strategic/ESG measures

(e.g. EPS and relative TSR)

The Committee may

alter the weighting and

targets for each grant

annually if it determines

that it is appropriate to

do so

Awards vest as follows:

- Threshold

performance: up to

25% of award

- Maximum

performance: up to

100% of award

Malus and clawback

provisions apply

Value

Creation

Plan

Aligns to main strategic

objective of delivering

total shareholder

return

One-off cash-based

award

Aggregate awards for the

Executive Chair and CFO

capped at £2,460,000

Maximum of a three-year

performance period.

Performance is based on

absolute TSR.

Awards vest as follows:

- Threshold

performance: 0% of

award

- Maximum

performance: up to

100% of award

Malus and clawback

provisions apply

Pension Provides competitive

retirement benefits

Provides an opportunity

for Executive Directors

to contribute to their

own retirement plan

Defined contributions

made to the Executive

Director’s own pension

plan. Cash alternatives

may also be paid in full

or in part

Workforce aligned for the

Executive Directors.

Not applicable

Other

benefits

Aids retention and

recruitment

Executive Directors are

provided with private

medical insurance

Other benefits may be

provided if considered

appropriate by the

Committee

There is no maximum.

Set at a level which the

Committee considers

is appropriate in

the context of the

circumstances of the

role/individual and local

market practice

Not applicable

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

Element

Purpose and link to

strategy Operation Maximum

Performance Targets and

recovery provisions

ownership

To provide alignment

of interests between

Executive Directors and

shareholders

In employment:

- 50% of the net of tax

vested LTIP shares

required to be retained

until the guideline is

met

Post employment:

- 100% of the in-

employment

guideline (or actual

shareholding if

lower) for two years

post cessation

of employment

excluding: (i) own

shares purchased;

and (ii) shares vesting

from any share award

granted prior to the

2022 AGM

200% of salary Not applicable

Notes

1 The Annual Report on Remuneration sets out how the Company implemented and applied the Policy presented above in 2024 and how it

will apply the Policy in 2025.

2 Not all employees have a bonus opportunity. Below Executive Director level bonus opportunities are lower and participation in the LTIP

is limited to Executive Directors and certain selected senior managers. Other employees are eligible to participate in the Company’s all

employee share plan. In general, these differences arise to ensure remuneration arrangements are competitive in the market, together with

the fact that remuneration of the Executive Directors and senior executives typically has a greater emphasis on performance related pay.

All bonus plans are discretionary.

3 The choice of performance metrics applicable to the annual bonus plan reflect the Committee’s belief that any incentive compensation

should be appropriately challenging and primarily tied to financial measures.

4 The performance conditions applicable to the long-term incentive awards are selected by the Remuneration Committee each year to

provide alignment with the delivery of strategy and long-term returns to shareholders. The Remuneration Committee retains flexibility on

the measures which will be used for future award cycles to ensure that the measures are fully aligned with the strategy prevailing at the

time the awards are granted.

5 Executive Directors may participate in any all-employee share plan, in line with HMRC limits, and to the extent offered.

6 Post cessation guidelines will be operated on a self-certification basis during the two-year period post cessation.

Malus and clawback

The current malus (prior to vesting) and clawback (within 3 years of vesting) triggers include :

• material misstatement of the financial results of the Company;

• an error or inaccurate or misleading information or assumptions in relation to the value of an award;

• gross misconduct or summary dismissal;

• material impact on the reputation of the Company (or potential reputational damage, if it were made

public); or

• the Company becomes insolvent, enters into administration or similar protection from creditors or otherwise

suffers a corporate failure.

Malus and clawback may apply to the 2025 annual bonus (and any deferred bonus award granted in 2026 in

respect of a 2025 bonus) and future long-term incentive awards.

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

Directors’ Remuneration Report continued

Reward Scenarios

The graphs below seek to demonstrate how pay varies with performance for the Executive Chair and Chief

Financial Officer based on the proposed Policy. The assumptions used in determining the level of pay out

under given scenarios are as follows:

Scenario Description

Minimum

(Fixed Pay)

Executive Chair Chief Financial Officer

Base salary £352,381 £212,200

Benefits (estimated) £2,000 £2,000

Pension (% of salary) 5% 5%

On-target 50% of annual bonus award being paid (Chief Financial Officer only

) and 50% vesting of the VCP.

Maximum 100% of annual bonus award being paid (Chief Financial Officer only

) and 100% vesting of the

VCP.

Maximum Plus 50%

share price growth

As per the Maximum scenario given that VCP awards will be cash-based.

1 The Executive Chair is not eligible to receive an annual bonus for 2025

250

500

750

1,000

1,250

1,500

1,750

2,000

2,250

2,500

100%

100% 40% 25% 25%

27%

16%

£372

On-target Maximum Maximum

with share

price growth

Minimum

On-target Maximum Maximum

with share

price growth

Minimum

£’000

73%

19%

41%

52%

23%

52%

23%

84%84%

£1,368

£2,365

£225

£565

£904

Executive Chair

Chief Financial Officer

Share price growth

Long-term incentive Annual bonus Fixed Pay

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202467

GOVERNANCE REPORT

Approach to recruitment and promotions

The remuneration package for a new Executive

Director would be set in accordance with the terms

of the Company’s prevailing approved remuneration

policy at the time of appointment and would

take into account the skills and experience of the

individual, the market rate for a candidate of that

experience and the importance of securing the

relevant individual.

On recruitment, salary may (but need not

necessarily) be set below the normal market rate,

with phased increases as the executive gains

experience. Pension provision will be aligned to that

provided to the general workforce. Incentive awards

would be no more than set out in the Policy table

above. In addition, on recruitment the Company may

compensate for amounts foregone from a previous

employer (using Listing Rule 9.3.2 if necessary)

taking into account the quantum foregone and, as

far as reasonably practicable, the extent to which

performance conditions apply, the form of award

and the time left to vesting.

For an internal promotion, any variable pay element

awarded in respect of the prior role would be

allowed to pay out according to its terms. Any other

ongoing remuneration obligations existing prior

to appointment may continue, provided that they

are put to shareholders for approval at the earliest

opportunity.

The Committee may agree that the Company will

meet relocation, legal fees or incidental costs where

appropriate.

Service contracts and loss of office payments

The Executive Chair has a service contract with a

6-month notice period dated 11 December 2024. The

Chief Financial Officer has a service contract with a

12-month notice period, dated 6 November 2019. The

Company may terminate either service contract,

at its sole discretion, provided it makes a payment

of salary in lieu of any unexpired notice, together

with any accrued holiday entitlement and a sum

equivalent to any pension allowance for the relevant

period. The amount may be paid in one lump sum

or in two instalments. If paid in two instalments, and

before the payment of the second instalment the

executive becomes entitled to earnings from another

source (such as a result of being employed or

engaged in another business), the second instalment

shall be reduced by the amount of such earnings.

Notwithstanding the foregoing, if termination is within

six months of a change of control, an amount equal

to 6 months’ (for the Executive Chair) or 12 months’

(for the Chief Financial Officer) salary, pension and

accrued holiday pay is payable (as applicable).

Where the Company terminates the contract in any

other manner, any damages shall be calculated in

accordance with common law principles including

those relating to mitigation of loss. Notwithstanding

the above, the Company is entitled to terminate

employment without compensation, damages or

payment in lieu of notice in specified circumstances

(e.g. serious misconduct).

An annual incentive will normally be payable for the

period of the financial year served, although it will

normally be pro-rated and paid at the normal pay-

out date. Any entitlements granted to an Executive

Director under the Company’s long-term incentive

plans will be determined based on the relevant plan

rules. However, in certain prescribed circumstances,

such as death, disability, retirement or other

circumstances at the discretion of the Committee,

‘good leaver’ status may be applied. For good leavers,

awards will normally vest at the vesting date set out

in the relevant award, subject to the satisfaction of

the relevant performance conditions at the time and

reduced pro-rata to reflect the proportion of the

performance period actually served. However, the

Committee has discretion to determine that awards

vest at cessation of employment or to dis-apply time

pro-rating.

In addition to the above, outplacement support

may be provided and legal fees or any other minor

incidental costs which are considered appropriate

may be payable.

Remuneration Policy for the Chair and Non-

Executive Directors

The Executive Chair’s salary is determined by the

Remuneration Committee (other than the Company

Chair, if he sits on the Committee). The fees for

the Non-Executive Directors are set by the Board,

excluding the Non-Executive Directors.

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

The table summarises the key aspects of the Remuneration Policy for the Non-Executive Directors:

Element

Purpose and link to

strategy Operation Maximum

Performance Targets and

recovery provisions

Non-

Executive

Directors’

fees

Reflect time

commitments and

responsibilities of each

role, in line with those

provided by similarly

sized companies

Cash fee normally paid

on a monthly basis

Reimbursement of

incidental expenses

where appropriate

Reviewed periodically

An additional amount

will be paid for chairing

a Committee or being

the Senior Independent

Director

There is no prescribed

maximum annual fee or

fee increase

The Committee and

Board are guided by

the general increase

in the Non-Executive

market, but may decide

to award a lower or

higher fee increase to

recognise, for example,

an increase in the scale,

scope or responsibility of

the role or take account

of relevant market

movements

Not applicable

Letters of appointment

The Non-Executive Directors have letters of appointment with the Company, which are for an initial three-year

period with the option for an extension for a further three-year period and provide for a notice period of three

months. All of the current Non-Executive Directors have chosen to submit to annual re-election at each AGM.

First appointed as

a Director

Current letter of

appointment

commencement date

Current letter of

appointment

expiry date

William Eccleshare 1 July 2016 1 July 2022 1 July 2025

Carol Hosey 5 February 2020 5 February 2023 5 February 2026

Leslie-Ann Reed 1 March 2020 1 March 2023 1 March 2026

Martin Rowland

28 October 2024 N/A N/A

1 Martin Rowland had a letter of appointment on his appointment as Non-Executive Chair, but this letter has been replaced by a service

contract dated 11 December 2024 on his appointment as Executive Chair from 1 January 2025.

Approach to fees on recruitment

For the appointment of a new Chair or Non-Executive Director, the fee will be set in accordance with the

approved remuneration policy in force at that time.

Directors’ Remuneration Report continued

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GOVERNANCE REPORT

Annual report on remuneration

Implementing the Remuneration Policy for 2025

A summary of how the Remuneration Committee intends to operate the Directors’ Remuneration Policy in

respect of the year ending 31 December 2025 is set out below.

Base salary

The Executive Directors’ current and proposed salaries are as follows:

From

April 2025

From

April 2024

change

Martin Rowland

352,381 352,381 –

Simon Longfield

212,200 206,000 3%

1 From Martin Rowland’s appointment as Executive Chair. He will not receive an increase from 1 April 2025.

2 The Chief Financial Officer is expected to receive a 3% salary increase from 1 April 2025, which is consistent with the expected general

workforce increase of 3%.

Pension and benefits

Simon Longfield and Martin Rowland both receive a pension allowance equivalent to 5% of annual salary, in

line with the pension arrangements for the general workforce.

Annual bonus for 2025

The maximum standard annual bonus for the Chief Financial Officer will continue to be set at 100% of salary.

The majority (80%) of bonus potential will be measured against financial-based targets with a minority

(20%) based on strategic and personal objectives. Any annual bonus greater than 75% of basic salary will be

awarded in shares and normally deferred for three years. Martin Rowland will not be eligible to receive an

annual bonus for 2025.

Long term incentives for 2025

The committee’s approach to long term incentive provision for 2025 is set out in the Annual Statement.

Fees for the Chair and Non-Executive Directors

The current and proposed annual fees for the Chair and the Non-Executive Directors from 1 April 2025 are as

follows:

From

April 2025

From

April 2024

change

Colin Jones (resigned 28 October 2024) – 106,090 –

Martin Rowland

– 106,090 –

William Eccleshare

49,170 47,740 3%

Carol Hosey

49,170 47,740 3%

Leslie-Ann Reed

49,170 47,740 3%

Richard Staveley (resigned 28 October 2024) – 42,435 –

1 Martin Rowland received fees from the date of his appointment on 28 October 2024 until his appointment as Executive Chair on 31

December 2024, after which he receives a salary.

2 The annual fees from 1 April 2025 include £5,460 for William Eccleshare for being the Senior Independent Director, £5,460 for Carol Hosey for

chairing the Remuneration Committee and £5,460 for Leslie-Ann Reed for chairing the Audit Committee.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202470

GOVERNANCE REPORT

Remuneration received by Directors for the year (audited)

Directors’ remuneration for the years ended 31 December 2024 and 2023 was as follows:

Salary

and fees

Benefits

Bonus

Pension

LTIP

Total

Fixed

Total

Variable

Executive Directors

Swagatam Mukerji

2024 343,827 4,758 – 24,065 – 372,650 372,650 –

2023 336,200 4,145 179,550 26,926 326,400 873,221 367,271 505,950

Simon Longfield 2024 204,500 2,158 16,480 10,225 – 233,363 216,883 16,480

2023 199,480 2,143 106,311 10,000 178,500 496,434 211,623 284,811

Non-Executive

Directors

Colin Jones

(resigned

28 October 2024)

2024 86,621 – – – – 86,621 86,621 –

2023 103,000 – – – – 103,000 103,000 –

William Eccleshare 2024 47,392 – – – – 47,392 47,392 –

2023 46,350 – – – – 46,350 46,350 –

Leslie-Ann Reed 2024 47,392 – – – – 47,392 47,392 –

2023 46,350 – – – – 46,350 46,350 –

Carol Hosey 2024 47,392 – – – – 47,392 47,392 –

2023 46,350 – – – – 46,350 46,350 –

Richard Staveley

(resigned

28 October 2024)

2024 34,619 – – – – 34,619 34,619 –

2023 41,200 – – – – 41,200 41,200 –

Martin Rowland

(appointed

28 October 2024)

2024 18,841 – – – – 18,841 18,841 –

2023 – – – – – – – –

Notes:

1 The 2024 bonus amounts relate to bonuses earned in 2024 and payable in 2025.

2 The LTIP remuneration for 2024 of £nil is based on nil shares that will vest for the 2022 LTIP awards. The LTIP remuneration for 2023 relates

to the 2021 LTIP awards which vested on 25 March 2024. The values of £326,400 and £178,500 for Swagatam Mukerji and Simon Longfield

respectively are based on the share price of 39.5 pence on the vesting date and are lower than the values of £330,623 and £180,809

stated in the 2023 Annual Report which were based on an estimate of the value of the LTIPs as at 31 December 2023 using the three-month

average share price to 31 December 2023 of 40.01 pence.

3 Swagatam Mukerji stepped down as a director of the Board with effect from 11 December 2024 and retired from his role as Chief Executive

of the Company with effect from 31 December 2024. Swagatam Mukerji continued to receive his base salary, benefits and pension up to 31

December 2024, but was not eligible to receive an annual bonus in respect of 2024. A payment of £491,084 was made in 2025 in relation to

loss of office in 2024.

4 Martin Rowland was the Company’s Non-executive Chair from his appointment on 28 October 2024 until his appointment as Executive

Chair on 31 December 2024.

Annual bonus for the year (audited)

The 2024 bonus opportunity for the CFO was set at 100% of salary. No bonus has been awarded to Swagatam

Mukerji following his retirement on 31 December 2024.

The majority (80%) of bonus potential was measured against financial-based targets with a minority (20%)

based on strategic and personal objectives. The performance against the financial objectives was as follows:

Measure

Threshold

value

Max

value

Threshold

opportunity

Max

opportunity Actual Performance

Opportunity

payable

Adjusted EBITDA £9.1m £10.4m 0% 70% £5.9m 0% 0%

Revenue £38.1m £41.1m 0% 20% £35.1m 0% 0%

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202471

GOVERNANCE REPORT

The Committee reviewed and discussed the achievement against the CFO’s personal objectives, as part of

the year-end review process, and the performance against the personal objectives, as determined by the

Committee, was as follows:

Objective

Max

opportunity

Performance

Opportunity payable

Planning and identification of M&A targets and non-strategic disposals 6% 67%

The aggregated

performance is 80%

of max and results in

a bonus equivalent to

8% of salary

Assessment of current and alternative accounting systems 6% 100%

Completion of 2024 strategic deliverables 8% 75%

1 Under the terms of the bonus plan for 2024, the maximum opportunity was halved from 20% to 10% as a result of the financial performance

not meeting adjusted EBITDA target.

2 A detailed assessment of the CFO’s bonus objectives and performance against each was carried out by the Executive Chair and discussed

at the Remuneration Committee meeting on 11 February 2025. A summary of the key findings against each objective is shown above.

The above assessment against financial targets and strategic and personal objectives resulted in the

following total performance and bonuses payable for 2024:

Executive

Base salary

Maximum

opportunity

(% of salary)

Performance

outcome

(% of maximum)

Bonus outcome

Cash element

Deferred

element

Simon Longfield 206,000 100% 8% 16,480 16,480 –

Vesting of 2022 LTIP awards

With respect to the LTIP awards granted to Executive Directors (Swagatam Mukerji and Simon Longfield) on

24 March 2022 which are due to vest on 24 March 2025, vesting is based one-third on Group adjusted EBITDA,

one-third on adjusted basic EPS and one-third on TSR for the three-year performance period to 31 December

2024. A minimum holding period of 2 years applies following vesting.

Further details relating to these awards are provided in the table below:

Performance Condition Weighting Targets Actual outcome

Proportion of

award to vest

Group adjusted EBITDA 33.3%

0% vesting below Threshold of £9.5m

25% vesting at Threshold of £9.5m

100% vesting at Target of £11.5m

Pro rata straight-line vesting between

Threshold and Target

Below

Threshold

£5.8m

Adjusted basic EPS 33.3%

0% vesting below Threshold of 3.0 pence per

25% vesting at Threshold of 3.0 pence per

100% at Target of 4.0 pence per share

Pro rata on a straight-line basis between

Threshold and Target

Below

Threshold

1.9 pence

Relative TSR vs FTSE

SmallCap index (excluding

investment trusts)

33.3%

0% vesting below median

25% vesting at median

100% vesting at upper quartile

Straight-line vesting between median and

upper quartile

Below

median

Total LTIP vesting 0%

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202472

GOVERNANCE REPORT

As such, all of the 2022 LTIP awards will lapse:

Director

Number of

shares under

award Vesting

Number of

shares vesting

Value on

award

Value from

share price

increase

Value on

vesting

Swagatam Mukerji 700,417 0% – – – –

Simon Longfield 416,667 0% – – – –

Grant of LTIP awards in 2024

LTIP grants were made on 9 May 2024 to Swagatam Mukerji and Simon Longfield as follows:

Director Award date

Number of

shares under

award Basis

Face value of

award

Performance

conditions

Performance

period

Swagatam Mukerji 9 May 2024 1,276,290

150% of base

salary

£519,450 See below

1 January 2024 to

31 December 2026

Simon Longfield 9 May 2024 759,214

150% of base

salary

£309,000 See below

1 January 2024 to

31 December 2026

1 The share price used to calculate the face value of the award was the average share price for the 5 working days prior to the date of grant

of 40.7 pence.

The performance condition for these awards is set out below:

Performance condition Weighting

Measurement

period Targets

% of shares which would vest if

target achieved

Relative TSR vs FTSE SmallCap

index (excluding investment

trusts) at 1 January 2024

100% 3 years to

31 December

2026

Median 25%

Upper Quartile 100%

Between Median and

Upper Quartile

Pro-rata on a straight-line

basis between 25% and 100%

1 The TSR performance condition will only vest if there has been sustained improvement in the Company’s underlying financial performance

over the performance period. TSR will be measured over the three years to 31 December 2026.

The 2024 award levels were set at 150% of salary and relative TSR was set for 100% of the awards to reflect the

Committee’s desire to incentivise management to focus on the delivery of shareholder returns over the three

years to 31 December 2026.

Swagatam Mukerji purchased 5,387 shares during the period under the Share Incentive Plan. The Company

matched these shares on a 1 for 2 basis in accordance with the Plan rules, resulting in 2,690 matching shares

being awarded in the year.

Board changes and payments for loss of office (audited)

Swagatam Mukerji stepped down from the Board with effect from 11 December 2024 and retired as the

Company’s CEO on 31 December 2024. Details of his remuneration arrangements are below:

• Swagatam Mukerji continued to receive his base salary, benefits and pension up to 31 December 2024. He

was not eligible to receive an annual bonus in respect of the year ended 31 December 2024.

• Post cessation of employment, Swagatam Mukerji will receive (subject to tax and NI deductions in the

usual way) £491,084 as disclosed in exceptional operating costs comprising: (a) a payment in lieu of his 12

month notice period of £346,300; (b) an amount of £6,660 equal to 5 days’ accrued but untaken holiday;

pension contributions; and (e) a settlement payment of £112,914.

• Swagatam Mukerji will not be eligible to participate in the annual bonus plan for 2025 or future years, nor will

he be entitled to future long-term incentive awards.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202473

GOVERNANCE REPORT

In respect of Swagatam Mukerji’s outstanding share awards and shareholding:

• Deferred share bonus plan: an award over 39,172 ordinary shares granted in 2022 in respect of his 2021

annual bonus under the terms of the Centaur Media plc Deferred Share Bonus Plan will vest in full on the

normal vesting date of 24 March 2025; and

• LTIP awards: the following Centaur Media plc Long Term Incentive Plan (“LTIP”) awards will continue to vest

on the normal vesting dates, subject to the relevant performance targets being met and reduced for time

pro-rating: (i) an LTIP award over 700,417 ordinary shares granted on 24 March 2022; (ii) an LTIP award

over 686,122 ordinary shares granted on 12 April 2023; and (iii) an LTIP award over 1,276,290 ordinary shares

granted on 9 May 2024. No post-vesting holding periods will apply should LTIPs vest, although Swagatam

Mukerji will be subject to the two-year post-cessation shareholding requirements below.

• Post-employment shareholding requirement: for 24 months following cessation of his employment,

Swagatam Mukerji will be required to retain the lower of Centaur Media plc ordinary shares equal to 200%

of base salary and actual Centaur Media plc ordinary shares held excluding own shares purchased and

shares vesting from any award granted to him prior to the 2022 AGM.

Swagatam Mukerji’s legal fees in connection with his retirement have been paid up to a maximum of £4,000

(ex VAT).

Payments to past Directors (audited)

No payments were made to past directors in 2024.

Directors’ shareholding and share interests (audited)

The tables below set out details of Executive Directors’ outstanding share awards under the LTIP plan (which will

vest in future years, subject to performance and continued service). Under each plan the exercise price is £nil.

31 December

2023 Granted Exercised

Lapsed

31 December

2024

Date of

award

Performance

period

Exercise

period

Share price

on date of

grant

Swagatam

Mukerji

2021 826,329 – 826,329 – – 25/03/21

01/01/21-

31/12/23

25/03/24-

24/09/24

39.5p

2022 700,417 – – 51,812 648,605 24/03/22

01/01/22-

31/12/24

24/03/25-

23/09/25

48.0p

2023 686,122 – – 291,367 394,755 12/04/23

01/01/23-

31/12/25

12/04/26-

11/10/26

49.0p

2024 – 1,276,290 – 1,000,052 276,238 09/05/24

01/01/24-

31/12/26

09/05/27-

08/11/27

40.7p

2,212,868 1,276,290 826,329 1,343,231 1,319,598

Simon

Longfield

2021 451,898 – 451,898 – – 25/03/21

01/01/21-

31/12/23

25/03/24-

24/09/24

39.5p

2022 416,667 – – – 416,667 24/03/22

01/01/22-

31/12/24

24/03/25-

23/09/25

48.0p

2023 408,163 – – – 408,163 12/04/23

01/01/23-

31/12/25

12/04/26-

11/10/26

49.0p

2024 – 759,214 – – 759,214 09/05/24

01/01/24-

31/12/26

09/05/27-

08/11/27

40.7p

1,276,728 759,214 451,898 – 1,584,044

1 2021 LTIPs were exercised in July 2024 at a share price of 34.65 pence.

2 Swagatam Mukerji’s LTIPs were prorated as a good leaver up to the date of his retirement on 31 December 2024.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202474

GOVERNANCE REPORT

The table below sets out details of Executive Directors’ outstanding share awards under the DSBP.

31 December

2023 Granted Exercised Lapsed

31 December

2024

Date of

award

Performance

period

Exercise

period

Share price

on date of

grant

Swagatam

Mukerji

2022 39,172 – – – 39,172 12/05/22 N/A

24/03/25-

23/09/25

47.0p

39,172 – – – 39,172

Simon

Longfield

2022 21,421 – – – 21,421 12/05/22 N/A

24/03/25-

23/09/25

47.0p

21,421 – – – 21,421

The table below sets out the number of shares held or potentially held by Directors (including their connected

persons where relevant).

Interests in ordinary shares Interests in share plans

Directors

31 December

2023

31 December

2024

Shareholding

guideline

achieved?

LTIP DSBP Total

Executive

Swagatam Mukerji

1,173,157 1,692,234 No 1,343,231 39,172 3,074,637

Simon Longfield 349,785 588,221 No 1,584,044 21,421 2,193,686

Martin Rowland – – No – – –

Non-Executive

William Eccleshare – – N/A – – –

Carol Hosey – – N/A – – –

Leslie-Ann Reed – – N/A – – –

1 1,639,114 interests in ordinary shares are held by Rina Mukerji

2 See share ownership guideline in the Directors’ Remuneration Policy

Performance graph

The graph below shows the TSR of Centaur Media plc compared to the performance of the FTSE SmallCap

index (excluding investment trusts) over the last ten years. This comparator has been chosen on the basis that

it is the index against which performance for the purpose of historical LTIP awards has been assessed.

The graph shows the value of £100 invested in Centaur Media plc on 1 January 2015 compared with the value of

£100 invested in the FTSE SmallCap index (excluding investment trusts) at each financial period end.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202475

GOVERNANCE REPORT

100

150

200

250

31 Dec 14 31 Dec 15

Centaur Media

Total Shareholder Return

Source: Datastream (a LSEG Product)

FTSE SmallCap (excluding Investment Trusts)

31 Dec 16 31 Dec 17 31 Dec 18 31 Dec 19 31 Dec 20 31 Dec 21 31 Dec 22 31 Dec 23 31 Dec 24

History of remuneration for the CEO

The table below sets out the CEO single figure of total remuneration over the past ten years.

Period ended CEO

Total

remuneration

Annual bonus

(% of max)

Long-term

incentives

(% of max)

31 December 2024 Swagatam Mukerji (until 31 December 2024) 372,650 0 0

31 December 2023 Swagatam Mukerji 873,221 53 100

31 December 2022 Swagatam Mukerji 1,058,635 70 100

31 December 2021 Swagatam Mukerji 709,851 81 27

31 December 2020 Swagatam Mukerji 405,531 19 0

31 December 2019 Swagatam Mukerji (from 4 September 2019) 258,743

70 N/A

31 December 2019 Andria Vidler (until 30 September 2019) 975,425

63 50

31 December 2018 Andria Vidler 430,859 0 0

31 December 2017 Andria Vidler 558,526 37 0

31 December 2016 Andria Vidler 422,605 0 0

31 December 2015 Andria Vidler 416,607 2 N/A

1 Based on salary and benefits for the period from 4 September 2019 to 31 December 2019 and a pro-rated portion of the 2019 IP relating to

that period. Excludes the LTIP part of his remuneration on the basis that this related to his role as CFO.

2 Based on total remuneration including salary, benefits, 2019 IP and LTIP remuneration, but excluding £392,642 contractual notice payment.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202476

GOVERNANCE REPORT

Change in remuneration of Directors and employees

The Committee reviews the annual change in the level of Directors’ salaries/fees, taxable benefits and bonus

payments compared with the wider workforce. This analysis now comprises five years of historical data:

% change 2020 v 2019 % change 2021 v 2020 % change 2022 v 2021

Base

salary

Taxable

benefits

Annual

bonus

Base

salary

Taxable

benefits

Annual

bonus

Annual

bonus

Taxable

benefits

Annual

bonus

Executive Directors

Swagatam Mukerji

1,2,3

15% 6% (85)% 2% 2% 325% 3% 14% (11)%

Simon Longfield

1,2,3

0% 0% N/A 2% N/A 325% 10% (3)% (5)%

Non-Executive Directors

Colin Jones

4,5

13% N/A N/A 5% N/A N/A 2% N/A N/A

William Eccleshare

(5%) N/A N/A 7% N/A N/A 5% N/A N/A

Carol Hosey

N/A N/A N/A 15% N/A N/A 2% N/A N/A

Leslie-Ann Reed

N/A N/A N/A 29% N/A N/A 2% N/A N/A

Richard Staveley

4,5

N/A N/A N/A N/A N/A N/A N/A N/A N/A

Martin Rowland N/A N/A N/A N/A N/A N/A N/A N/A N/A

Employee population

1,6

(11)% (6)% (71)% 9% 55% 274% (1)% (13)% (50)%

% change 2023 v 2022 % change 2024 v 2023

Base

salary

Taxable

benefits

Annual

bonus

Base

salary

Taxable

benefits

Annual

bonus

Executive Directors

Swagatam Mukerji

1,2,3

1% (8)% (23)% 2% 15% (100)%

Simon Longfield

1,2,3

1% 2% (22)% 3% 1% (84)%

Non-Executive Directors

Colin Jones

4,5

1% N/A N/A (16)% N/A N/A

William Eccleshare

(1)% N/A N/A 2% N/A N/A

Carol Hosey

1% N/A N/A 2% N/A N/A

Leslie-Ann Reed

1% N/A N/A 2% N/A N/A

Richard Staveley

4,5

59% N/A N/A (16)% N/A N/A

Martin Rowland N/A N/A N/A N/A N/A N/A

Employee population

1,6

4% 15% (22)% 5% (5)% (78)%

1 The increase in base salary in 2024 reflects the pay rise of 3% for Swagatam Mukerji and Simon Longfield on 1 April 2024, but no pay rise

as at 1 April 2023. The average base salary increase for employees in 2024 reflects an average salary rise of 3% at 1 April 2024 across

the workforce together with an increase related to the mix of employees’ salaries with the total workforce (from continuing operations)

reducing by 10%.

2 The decrease in taxable benefits for the employee population in 2024 reflects the overall decrease in health insurance premiums across

the Group, although the specific variations for the Executive Directors reflect the cost of health insurance related to their individual

circumstances.

3 The reduction in annual bonus for 2024 was similar for the Executive Directors and the employee population reflecting a lower level of

achievement against the financial performance criteria across the Group.

4 The Non-Executive Directors received an increase in annual fees of 3% as at 1 April 2024, but no increase in fees at 1 April 2023.

5 Colin Jones and Richard Staveley resigned on 28 October 2024 and therefore did not receive a full year of fees in 2024.

6 Calculation is based on average remuneration for all employees in the Group (excluding discontinued operations).

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202477

GOVERNANCE REPORT

CEO pay ratio

The tables below set out a comparison of the CEO total remuneration to the equivalent remuneration of the

upper quartile, median and lower quartile UK employees:

Year Method

25th %tile

pay ratio

Median

pay ratio

75th %tile

pay ratio

2024 Option C

10:1 8:1 5:1

2023 Option C

23:1 18:1 13:1

2022 Option C

29:1 22:1 16:1

2021 Option C

24:1 17:1 10:1

2020 Option C

14:1 10:1 7:1

1 The Group has used Option C given that this method of calculation is considered to be the most efficient and robust approach in

respect of gathering recent and readily available data for each year. The approach adopted is based on an annualisation of employee

remuneration data in the final month of the relevant year end and is considered to be representative of the relevant quartiles. The total

remuneration of the CEO has decreased by 57% from 2023 to 2024 as a result of reduced remuneration from bonus and LTIP, which is the

main driver of the change in pay ratio in 2024.

Salary Total remuneration

Year 25th %tile Median 75th %tile 25th %tile Median 75th %tile

2024 £35,308 £45,000 £60,000 £38,220 £49,350 £70,544

2023 £35,000 £44,620 £60,420 £37,984 £49,224 £67,357

2022 £31,200 £40,740 £54,660 £33,852 £44,100 £62,843

2021 £30,000 £39,000 £55,661 £31,500 £43,050 £77,070

2020 £28,014 £36,360 £51,000 £29,988 £40,000 £57,740

Relative importance of the spend on pay

The following table sets out the percentage change in distributions to shareholders and employee

remuneration costs.

2024 2023 % Change

Employee remuneration costs

£16.3m £17.1m (5)%

Ordinary and special dividends paid £2.6m £8.9m (71)%

Ordinary dividends paid £2.6m £1.7m 53%

1 Employee remuneration costs on a continuing operations basis

Remuneration Committee

The Remuneration Committee is responsible for monitoring, reviewing and making recommendations to the

Board at least annually on the broad policy for the remuneration of the Executive Directors, the Chair, Company

Secretary and management tier below the Board. It also determines their individual remuneration packages,

including pension arrangements, bonuses and all incentive schemes and the determination of targets for

any performance-related pay schemes operated by the Group. In addition, the Committee reviews pay and

conditions across the workforce and takes this into account when considering executive remuneration. Minutes

of Committee meetings are circulated to the Board once they have been approved by the Committee.

External advisors

The Remuneration Committee has access to independent advice where it considers it appropriate. During the

year, the Committee sought advice relating to executive remuneration from FIT Remuneration Consultants

(‘FIT’), who were appointed by the Committee. The Committee is satisfied that the advice received from FIT in

relation to executive remuneration matters during the year under review was objective and independent. FIT is a

member of the Remuneration Consultants Group and abides by the Remuneration Consultants Group Code of

Conduct. The fees charged by FIT for the year, based on time and materials, amounted to £18,575 excluding VAT.

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202478

GOVERNANCE REPORT

Statement of shareholder voting

The voting results for the Directors’ Remuneration Policy and Directors’ Remuneration Report were as follows:

Resolution

Number of

votes for

(and percentage

of votes cast)

Number of

votes against

(and percentage

of votes cast)

Number

of votes

cast

Number

of votes

withheld

Approval of Directors’ Remuneration Policy in 2022

106,932,094

(99.999%)

1,500

(0.001%)

106,933,594 25,000

Approval of Directors’ Remuneration Report in 2023

109,021,865

(98.156%)

2,048,079

(1.844%)

111,069,944 –

Approval

The Board of Directors has approved this Directors’ Remuneration Report, including Annual Statement, the

Directors’ Remuneration Policy and the Annual Report on Remuneration.

Signed on behalf of the Board of Directors

Carol Hosey

Chair of the Remuneration Committee

18 March 2025

Directors’ Remuneration Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202479

GOVERNANCE REPORT

Statement of Directors’ Responsibilities in

respect of the financial statements

The Directors are responsible for preparing the

Annual Report and the financial statements in

accordance with applicable law and regulation.

Company law requires the Directors to prepare

financial statements for each financial year.

Therefore, the Directors have prepared the Group

financial statements in accordance with UK-adopted

International Accounting Standards (IFRS) and the

Company financial statements in accordance with

IFRS.

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 Group and the Company and of the profit or loss

of the Group and the Company for that period.

In preparing the financial statements, the Directors

are required to:

• select suitable accounting policies and then apply

them consistently;

• state whether applicable IFRS have been followed

for the Group financial statements and applicable

IFRS have been followed for the Company

financial statements, subject to any material

departures disclosed and explained in the financial

statements;

• make judgements and accounting estimates that

are reasonable and prudent; and

• prepare the financial statements on the going

concern basis unless it is inappropriate to presume

that the Group and the Company will continue in

business.

The Directors are responsible for safeguarding the

assets of the Group and Company and hence for

taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors are also responsible for keeping

adequate accounting records that are sufficient to

show and explain the Group’s and the Company’s

transactions and disclose with reasonable accuracy

at any time the financial position of the Group and

the Company. This enables them to ensure that the

financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance

and integrity of the Company’s website. Legislation in

the UK governing the preparation and dissemination

of financial statements may differ from legislation in

other jurisdictions.

Directors’ confirmations

The Directors consider that the annual report and

financial statements, taken as a whole, is fair,

balanced and understandable and provides the

information necessary for shareholders to assess the

Group’s and Company’s position and performance,

business model and strategy.

In accordance with DTR 4.1.12R, each of the Directors,

whose names and functions are listed in the

Governance Report on page 39 and 40 confirm that,

to the best of their knowledge:

• the Company financial statements, which have

been prepared in accordance with UK-adopted

IFRS, give a true and fair view of the assets,

liabilities, financial position and profit of the

Company;

• the Group financial statements, which have been

prepared in accordance with UK-adopted IFRS, give

a true and fair view of the assets, liabilities, financial

position and profit of the Group; and

• the Directors’ Report includes a fair review of the

development and performance of the business

and the position of the Group and Company,

together with a description of the principal risks

and uncertainties that it faces.

A resolution is to be proposed at the 2025 Annual

General Meeting for the reappointment of Crowe as

auditor of the Company.

By order of the Board

Simon Longfield

Company Secretary

18 March 2025

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202480

GOVERNANCE REPORT

In this section

Independent Auditor’s Report 82

Consolidated Statement of Comprehensive Income 88

Consolidated Statement of Changes in Equity 89

Company Statement of Changes in Equity 90

Consolidated Statement of Financial Position 91

Company Statement of Financial Position 92

Consolidated Cash Flow Statement 93

Company Cash Flow Statement 94

Notes to the Financial Statements 95

Financial Statements

FINANCIAL STATEMENTS

81 Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

Independent Auditor’s Report

To the members of Centaur Media PLC

Opinion

We have audited the financial statements of Centaur

Media Plc (the “Company”) and its subsidiaries

(the “Group”) for the year ended 31 December 2024

which comprise the Consolidated statement of

comprehensive income, Consolidated and Company

statement of changes in equity, Consolidated

and Company statement of financial position,

Consolidated and Company cash flow statement

and notes to the financial statements, including

a summary of material accounting policies. The

financial reporting framework that has been applied

in their preparation is applicable law and UK adopted

international accounting standards.

In our opinion, the financial statements:

• Give a true and fair view of the state of the Group’s

and of the Company’s affairs as at 31 December

2024 and of the Group’s loss for the year then

ended;

• Have been properly prepared in accordance with

UK adopted international accounting standards;

• 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 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 UK, including the

FRC’s Ethical Standard as applied to listed public

interest entities, 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 Directors’ use of the going

concern basis of accounting in the preparation

of the Group and Company financial statements

is appropriate. Our evaluation of the Directors’

assessment of the Group and Company’s ability

to continue to adopt the going concern basis of

accounting included:

• Assessing the system of internal control over cash

flow management and budgeting processes;

• Challenging the reasonability of the inputs and

assumptions in the budgets, including assessing

and supporting information to which the forecasts

are based upon;

• Ensuring that these forecasts are consistent with

those used for impairment assessment. This

involved ensuring the revised base case model

was being used consistently;

• Performing a retrospective review on the figures to

mitigate the risk of management bias;

• Reviewing the viability statement disclosures; and

• Considering potential downside scenarios and the

resultant impact on available funds.

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 and

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.

In relation to the Group reporting on how they have

applied the UK Corporate Governance Code, we

have nothing material to add or draw attention to in

relation to the Directors’ statement in the financial

statements about whether the Directors considered

it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of

the Directors with respect to going concern are

described in the relevant sections of this report.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202482

FINANCIAL STATEMENTS

Overview of our audit approach

Materiality

In planning and performing our audit we applied the

concept of materiality. An item is considered material

if it could reasonably be expected to change

the economic decisions of a user of the financial

statements. We used the concept of materiality to

both focus our testing and to evaluate the impact of

misstatements identified.

Based on our professional judgement, we determined

overall materiality for the Group financial statements

to be £220,000 (2023: £280,000) based on 5% of a

three-year average adjusted profit before taxation.

Materiality for the Company financial statements

was set at £210,000 (2023: £270,000) based on a

percentage of total assets. We reassessed materiality

and concluded that the values set were appropriate

based on our review of the final numbers.

We use a different level of materiality (‘performance

materiality’) to determine the extent of our testing for

the audit of the financial statements. Performance

materiality is set based on the audit materiality as

adjusted for the judgements made as to the entity

risk and our evaluation of the specific risk of each

audit area having regard to the internal control

environment. For the Group performance materiality

was set at £154,000 (2023: £196,000) and £147,000

(2023: £189,000) for the Company.

Where considered appropriate performance

materiality may be reduced to a lower level, such

as, for related party transactions and Directors’

remuneration.

We agreed with the Audit Committee to report to it

all identified errors in excess of £11,000 (2023: £14,000).

Errors below that threshold would also be reported to

it if, in our opinion as auditor, disclosure was required

on qualitative grounds.

Overview of the scope of our audit

The scope of the audit work and the design of

audit tests undertaken was solely for the purposes

of forming an audit opinion on the consolidated

financial statements of the Group and Company. All

entities included within the scope of the consolidation

were included within the scope of our audit testing.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

our audit of the financial statements of the current

period and include the most significant assessed

risks of material misstatement (whether due to fraud)

that we identified. These matters included those

which had the greatest effect on the overall audit

strategy, the allocation of resources in the audit; and

directing the efforts of the engagement team. This is

not a complete list of all risks identified by our audit.

Key audit matter How the scope of our audit responded to the key audit matter

Valuation of Goodwill (see note 1(n)(i) and note 10)

The Group recognised an impairment

charge of £12.0m against goodwill, resulting

in a carrying value at year-end of £29.1m.

There is a risk that the impairment charge

was not appropriate as the valuation of the

recoverable amount of goodwill has a high

degree of estimation uncertainty.

There is significant judgement with regard

to assumptions and estimates involved

in forecasting future cash flows, which

form the basis of the assessment of the

recoverability of goodwill balances. These

include forecast revenues, EBITDA margin,

long-term growth rates and the discount

rate used.

Our procedures included:

- Reviewing the operating effectiveness of internal controls.

- Assessing the appropriateness of cash generating unit classifications.

- Agreeing the assets allocated to each CGU.

- Challenging the Group’s assumptions through verifying key inputs, such

projected economic growth, market premium and discount rates, to

externally derived data.

- Challenging the reasonableness of assumptions through an

assessment of the historical accuracy of the Group’s forecasting.

- Using a valuation expert to assess key assumptions, including the

discount rate.

- Performing scenario-specific models including changes to, and

breakeven analysis on, the discount rate, long-term growth rates and

forecast cash flows.

Independent Auditor’s Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202483

FINANCIAL STATEMENTS

Key audit matter How the scope of our audit responded to the key audit matter

Valuation of Goodwill (see note 1(n)(i) and note 10)

- Assessing whether the Group’s disclosures about the sensitivity of the

outcome of the impairment assessment to changes in key assumptions

reflected the risks inherent in the valuation of goodwill.

As a result of challenging the assumptions within the discount rate,

and forecasting methodology, an additional impairment charge was

recognised. We found the resulting estimate of the recoverable amount

of goodwill and intangible assets to be acceptable and the impairment

charges recognised during the year as appropriate.

Valuation of Investments in the Company (see note 13)

The carrying value of investments in

subsidiaries by the Company and the risk

over potential impairment is a significant

audit risk due to the inherent uncertainty

involved in forecasting and discounting

future cash flows, which are the basis of the

assessment of recoverability.

The key inputs into the impairment

model are the forecast cash flows and

assumptions for the growth and discount

rates.

The Company recognised an impairment

charge of £21.3m, resulting in a carrying

value at year-end of £44.5m.

Our procedures included:

- Assessing the Group’s three-year plan upon which the cash flow

forecasts are based.

- Comparing the Group’s assumptions to externally derived data in

relation to key inputs such as projected economic growth, market

premium and discount rates. To challenge the reasonableness of the

assumptions we also assessed the historical accuracy of the Group’s

forecasting.

- Performing scenario-specific models including changes to, and

breakeven analysis on, the discount rate, long-term growth rates and

forecast cash flows.

As a result of challenging the assumptions within the discount rate,

and forecasting methodology, an additional impairment charge was

recognised. We found the resulting estimate of the recoverable amount of

investments to be acceptable, and the impairment charge recognised for

the current year as appropriate.

Revenue recognition (see note 2)

The Group recognised revenue of £35.1m

during the year.

Revenue is recognised in accordance with

the accounting policy set out in the financial

statements. We focus on the risk of material

misstatement in the recognition of revenue,

as a result of both fraud and error, because

revenue is material and is an important

determinant of the Group’s profitability,

which has a consequent impact on its

share price performance.

Our procedures included:

- Evaluating the design and implementation of internal controls in place

over each revenue stream.

- Validating a sample of revenue items to confirm revenue was being

recognised in line with the Group’s accounting policies, and ensuring the

services were delivered within the period.

- Reviewing cash receipts to ensure revenues were being correctly

recognised.

- Ensuring that cut off was correctly applied across all material revenue

streams.

- Confirming the appropriateness of the Group’s revenue recognition

accounting policy.

- Assessing the adequacy of the Group’s disclosures related to revenue.

We concluded that revenue was reasonably stated.

These matters were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor’s Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202484

FINANCIAL STATEMENTS

Independent Auditor’s Report continued

Other information

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.

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. 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 we identify

such material inconsistencies or apparent material

misstatements, we are required to determine

whether there is a material misstatement in the

financial statements or a material misstatement

of the other information. If, based on the work

we have performed, we conclude that there is a

material misstatement of the 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 the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with 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 Directors’ Report for the financial year for

which the financial statements are prepared is

consistent with the financial statements and those

reports have been prepared in accordance with

applicable legal requirements;

• the information about internal control and risk

management systems in relation to financial

reporting processes and about share capital

structures, given in compliance with rules 7.2.5

and 7.2.6 in the Disclosure Rules and Transparency

Rules sourcebook made by the Financial Conduct

Authority (the FCA Rules), is consistent with the

financial statements and has been prepared in

accordance with applicable legal requirements;

and

• information about the Company’s corporate

governance code and practices and about its

administrative, management and supervisory

bodies and their committees complies with rules

7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required to

report by exception

In the light of the knowledge and understanding of

the Group and the Company and its environment

obtained in the course of the audit, we have not

identified material misstatements in:

• the Strategic Report and the Directors’ Report; or

• the information about internal control and risk

management systems in relation to financial

reporting processes and about share capital

structures, given in compliance with rules 7.2.5 and

7.2.6 of the FCA Rules.

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

by the Company, or returns adequate for our audit

have not been received from branches not visited

by us; or

• the Company financial statements and the part of

the Directors’ Remuneration Report to be audited

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; or

• a corporate governance statement has not been

prepared by the Company.

Corporate governance statement

We have reviewed the Directors’ statement in relation

to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to

the Company’s compliance with the provisions of the

UK Corporate Governance Statement specified for

our review by the Listing Rules.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202485

FINANCIAL STATEMENTS

Independent Auditor’s Report continued

Based on the work undertaken as part of our audit,

we have concluded that each of the following

elements of the Corporate Governance Statement is

materially consistent with the financial statements or

our knowledge obtained during the audit:

• Directors’ statement with regards the

appropriateness of adopting the going concern

basis of accounting and any material uncertainties

identified on page 46;

• Directors’ explanation as to its assessment of the

group’s prospects, the period this assessment

covers and why they period is appropriate set out

on page 37:

• Directors’ statement on whether it has a

reasonable expectation that the group will be able

to continue in operation and meet its liabilities set

out on page 37;

• Directors’ statement on fair, balanced and

understandable set out on page 80:

• Board’s confirmation that it has carried out a

robust assessment of the emerging and principal

risks set out on pages 32 to 36;

• The section of the annual report that describes the

review of effectiveness of risk management and

internal control systems set out on page 55; and

• The section describing the work of the Audit

Committee set out on pages 53 to 56.

Responsibilities of the Directors for the

financial statements

As explained more fully in the Directors’

responsibilities statement set out on page 80, 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 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 Directors are

responsible for assessing the Group and 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

Company or to cease operations, or have 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.

Explanation as to what extent the

audit was considered capable of

detecting irregularities, including

fraud

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

however the primary responsibility for the prevention

and detection of fraud lies with management and

those charged with governance of the Company.

• We obtained an understanding of the legal and

regulatory frameworks that are applicable to the

Group and the procedures in place for ensuring

compliance. The most significant identified were

the Companies Act 2006, General Data Protection

Regulations and the UK Corporate Governance

Code. Our work included direct enquiry of Head

of Legal, reviewing Board and relevant committee

minutes and inspection of correspondence.

• As part of our audit planning process, we assessed

the different areas of the financial statements,

including disclosures, for the risk of material

misstatement. This included considering the risk

of fraud where direct enquiries were made of

management and those charged with governance

concerning both whether they had any knowledge

of actual or suspected fraud and their assessment

of the susceptibility of fraud. We considered

the risk was greater in areas involve significant

management estimate or judgement.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202486

FINANCIAL STATEMENTS

Based on this assessment we designed audit

procedures to focus on the key areas of estimate

or judgement, this included specific testing of

journal transactions, both at the year end and

throughout the year.

• We used data analytic techniques to identify any

unusual transactions or unexpected relationships,

including considering the risk of undisclosed

related party transactions.

Owing to the inherent limitations of an audit,

there is an unavoidable risk that some material

misstatements of the financial statements may

not be detected, even though the audit is properly

planned and performed in accordance with the ISAs

(UK).

The potential effects of inherent limitations are

particularly significant in the case of misstatement

resulting from fraud because fraud may involve

sophisticated and carefully organised schemes

designed to conceal it, including deliberate failure

to record transactions, collusion or intentional

misrepresentations being made to us.

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 auditor’s report.

Other matters which we are required

to address

Following the recommendation of the Audit

Committee, we were appointed in November 2020 to

audit the financial statements for the year ending 31

December 2020 and subsequent financial periods.

The period of total uninterrupted engagement is five

years, covering the years ending 31 December 2020

to 2024 inclusive.

The non-audit services prohibited by the FRC’s

Ethical Standard were not provided to the Group or

the Company and we remain independent of the

Company in conducting our audit.

Our audit opinion is consistent with the additional

report to the Audit Committee.

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 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.

Matthew Stallabrass

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

55 Ludgate Hill

London

EC4M 7JW, UK

18 March 2025

Independent Auditor’s Report continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202487

FINANCIAL STATEMENTS

Consolidated Statement of

Comprehensive Income

For the year ended 31 December 2024

Note

Adjusted

Results

2024

£’000

Adjusting

Items

2024

£’000

Statutory

Results

2024

£’000

Adjusted

Results

2023

£’000

Adjusting

Items

2023

£’000

Statutory

Results

2023

£’000

Continuing operations

Revenue 2 35,116 – 35,116 37,329 – 37,329

Net operating expenses 3 (31,403) (12,422) (43,825) (29,725) (1,491) (31,216)

Operating profit / (loss) 3,713 (12,422) (8,709) 7,604 (1,491) 6,113

Finance income 6 318 – 318 266 – 266

Finance costs 6 (150) – (150) (245) – (245)

Net finance income 168 – 168 21 – 21

Profit / (loss) before tax 3,881 (12,422) (8,541) 7,625 (1,491) 6,134

Taxation 7 (1,098) 53 (1,045) (1,217) 410 (807)

Profit / (loss) for the year from

continuing operations 2,783 (12,369) (9,586) 6,408 (1,081) 5,327

Discontinued operations

Loss for the year from discontinued

operations after tax 8 – – – (63) (414) (477)

Profit / (loss) for the year

attributable to owners of the parent 2,783 (12,369) (9,586) 6,345 (1,495) 4,850

Total comprehensive income /

(loss) attributable to owners of the

parent 2,783 (12,369) (9,586) 6,345 (1,495) 4,850

Earnings / (loss) per share

attributable to owners of the parent 9

Basic from continuing operations 1.9p (8.5p) (6.6p) 4.4p (0.7p) 3.7p

Basic from discontinued operations – – – – (0.3p) (0.3p)

Basic 1.9p (8.5p) (6.6p) 4.4p (1.0p) 3.4p

Fully diluted from continuing

operations 1.9p (8.5p) (6.6p) 4.2p (0.7p) 3.5p

Fully diluted from discontinued

operations – – – – (0.3p) (0.3p)

Fully diluted 1.9p (8.5p) (6.6p) 4.2p (1.0p) 3.2p

1 Adjusted results exclude adjusting items, as detailed in note 1(b).

The notes on pages 95 to 133 are an integral part of these consolidated financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202488

FINANCIAL STATEMENTS

Consolidated Statement of

Changes In Equity

For the year ended 31 December 2024

Attributable to owners of the Company

Note

capital

£’000

Own

£’000

premium

£’000

Reserve

for shares

to be

issued

£’000

Deferred

£’000

Foreign

currency

reserve

£’000

Retained

earnings

£’000

Total

equity

£’000

At 1 January 2023 15,141 (5,863) 1,101 1,127 80 144 37,096 48,826

Profit for the year and total

comprehensive income – – – – – – 4,850 4,850

Currency translation

adjustment – – – – – (17) – (17)

Transactions with owners in

their capacity as owners:

Dividends 24 – – – – – – (8,916) (8,916)

Purchase of own shares 23 – (322) – – – – – (322)

Exercise of share awards 22,23 – 1,276 – (396) – – (880) –

Fair value of employee services 23 – – – 939 – – – 939

Tax on share-based payments 14 – – – – – – (292) (292)

As at 31 December 2023 15,141 (4,909) 1,101 1,670 80 127 31,858 45,068

Loss for the year and total

comprehensive loss – – – – – – (9,586) (9,586)

Currency translation

adjustment – – – – – 1 – 1

Transactions with owners in

their capacity as owners:

Dividends 24 – – – – – – (2,627) (2,627)

Exercise of share awards 22,23 – 960 – (866) – – (94) –

Lapsed share awards 23 – – – (19) – – 19 –

Fair value of employee services 23 – – – (297) – – – (297)

Tax on share-based payments 14 – – – – – – (60) (60)

As at 31 December 2024 15,141 (3,949) 1,101 488 80 128 19,510 32,499

The notes on pages 95 to 133 are an integral part of these consolidated financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202489

FINANCIAL STATEMENTS

Company Statement of

Changes In Equity

For the year ended 31 December 2024

Attributable to owners of the Company

Note

capital

£’000

Own

£’000

premium

£’000

Reserve

for shares

to be

issued

£’000

Deferred

£’000

Retained

earnings

£’000

Total

equity

£’000

At 1 January 2023 15,141 (4,135) 1,101 1,127 80 18,182 31,496

Loss for the year and total comprehensive

loss – – – – – (4,521) (4,521)

Transactions with owners in their

capacity as owners:

Dividends 24 – – – – – (8,916) (8,916)

Exercise of share awards 23 – – – (396) – (312) (708)

Fair value of employee services 23 – – – 939 – – 939

Tax on share-based payments 14 – – – – – (159) (159)

As at 31 December 2023 15,141 (4,135) 1,101 1,670 80 4,274 18,131

Profit for the year and total comprehensive

income – – – – – 15,904 15,904

Transactions with owners in their

capacity as owners:

Dividends 24 – – – – – (2,627) (2,627)

Transfer of treasury shares 22 – 4,135 – – – (4,135) –

Exercise of share awards 23 – – – (866) – (14) (880)

Lapsed share awards 23 – – – (19) – 19 –

Fair value of employee services 23 – – – (297) – – (297)

Tax on share-based payments 14 – – – – – (30) (30)

As at 31 December 2024 15,141 – 1,101 488 80 13,391 30,201

The notes on pages 95 to 133 are an integral part of these consolidated financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202490

FINANCIAL STATEMENTS

Consolidated Statement of

Financial Position

As at 31 December 2024

Note

31 December

2024

£’000

31 December

2023

£’000

Non-current assets

Goodwill 10 29,137 41,162

Other intangible assets 11 3,498 3,522

Property, plant and equipment 12 1,157 2,226

Deferred tax assets 14 1,253 2,177

Other receivables 15 4 166

35,049 49,253

Current assets

Trade and other receivables 15 4,653 5,089

Cash and cash equivalents 16 928 1,996

Short-term deposits 17 8,000 7,500

Current tax assets 21 36 379

13,617 14,964

Total assets 48,666 64,217

Current liabilities

Trade and other payables 18 (6,677) (8,589)

Lease liabilities 19 (1,025) (952)

Deferred income 20 (8,205) (8,352)

(15,907) (17,893)

Net current liabilities (2,290) (2,929)

Non-current liabilities

Lease liabilities 19 – (1,025)

Deferred tax liabilities 14 (260) (231)

(260) (1,256)

Net assets 32,499 45,068

Capital and reserves attributable to owners of the Company

Share capital 22 15,141 15,141

Own shares (3,949) (4,909)

Share premium 1,101 1,101

Other reserves 568 1,750

Foreign currency reserve 128 127

Retained earnings 19,510 31,858

Total equity 32,499 45,068

The financial statements on pages 88 to 133 were approved by the Board of Directors on 18 March 2025 and

were signed on its behalf by:

Simon Longfield

Chief Financial Officer

Registered number 04948078

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202491

FINANCIAL STATEMENTS

Company Statement of

Financial Position

As at 31 December 2024

Note

31 December

2024

£’000

31 December

2023

£’000

Non-current assets

Investments 13 44,540 66,081

Deferred tax assets 14 844 1,082

Other receivables 15 4 879

45,388 68,042

Current assets

Trade and other receivables 15 127 136

127 136

Total assets 45,515 68,178

Current liabilities

Trade and other payables 18 (15,310) (50,047)

(15,310) (50,047)

Net current liabilities (15,183) (49,911)

Non-current liabilities

Trade and other payables 18 (4) –

(4) –

Net assets 30,201 18,131

Capital and reserves attributable to owners of the Company

Share capital 22 15,141 15,141

Own shares – (4,135)

Share premium 1,101 1,101

Other reserves 568 1,750

Retained earnings 13,391 4,274

Total equity 30,201 18,131

The Company has taken advantage of the exemption available under section 408 of the Companies Act

2006 and has not presented its own statement of comprehensive income in these financial statements. The

Company’s profit for the year was £15,904,000 (2023: loss of £4,521,000).

The financial statements on pages 88 to 133 were approved by the Board of Directors on 18 March 2025 and

were signed on its behalf by:

Simon Longfield

Chief Financial Officer

Registered number 04948078

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202492

FINANCIAL STATEMENTS

Consolidated Cash Flow Statement

For the year ended 31 December 2024

Note

2024

£’000

2023

£’000

Cash flows from operating activities

Cash generated from operations 25 3,946 7,303

Tax refunded / (paid) 7 200 (1,589)

Interest paid 6 (1) (50)

Net refund of lease deposit 19 – 116

Net cash generated from operating activities 4,145 5,780

Cash flows from investing activities

Proceeds from disposal of assets 4 44 –

Purchase of property, plant and equipment 12 (23) (111)

Purchase of intangible assets 11 (1,213) (1,944)

Interest received 6 330 220

Investment in short-term deposits 17 (500) 1,000

Net cash flows used in investing activities (1,362) (835)

Cash flows from financing activities

Finance costs paid 6 (71) (73)

Repayment of obligations under lease 19 (1,007) (973)

Purchase of own shares 22 – (322)

Share options exercised 23 (121) (97)

Dividends paid to Company’s shareholders 24 (2,627) (8,916)

Extension fee on revolving credit facility 25 (20) (20)

Net cash flows used in financing activities (3,846) (10,401)

Net decrease in cash and cash equivalents (1,063) (5,456)

Cash and cash equivalents at beginning of the year 1,996 7,501

Effects of foreign currency exchange rate changes (5) (49)

Cash and cash equivalents at end of the year 16 928 1,996

The notes on pages 95 to 133 are an integral part of these consolidated financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202493

FINANCIAL STATEMENTS

Company Cash Flow Statement

For the year ended 31 December 2024

Note

2024

£’000

2023

£’000

Cash flows from operating activities

Cash generated from operating activities 25 2,779 9,085

Cash flows from financing activities

Finance costs paid 6 (71) (73)

Share options exercised 23 (61) (76)

Dividends paid to Company’s shareholders 24 (2,627) (8,916)

Extension fee on revolving credit facility 25 (20) (20)

Net cash flows used in financing activities (2,779) (9,085)

Net increase in cash and cash equivalents – –

Cash and cash equivalents at beginning of the year – –

Cash and cash equivalents at end of the year 16 – –

The notes on pages 95 to 133 are an integral part of these consolidated financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202494

FINANCIAL STATEMENTS

Notes to the Financial Statements

1. Summary of material accounting

policies

The principal accounting policies adopted in the

preparation of these consolidated and Company

financial statements are set out below. These policies

have been consistently applied to all of the periods

presented, unless otherwise stated. The financial

statements are for the Group consisting of Centaur

Media Plc and its subsidiaries, and the Company,

Centaur Media Plc. Centaur Media Plc is a public

company limited by shares and incorporated in

England and Wales.

(a) Basis of preparation

The consolidated and Company financial statements

have been prepared in accordance with UK-adopted

International Accounting Standards (IFRS) and with

the requirements of the Companies Act 2006 as

applicable to companies reporting under those

standards. The financial statements have been

prepared on a historical cost basis except where

stated otherwise within the accounting policies.

In preparing the consolidated and Company

financial statements management has considered

the impact of climate change, taking into account

the relevant disclosures in the Strategic Report,

including those made in accordance with the

recommendations of the Taskforce on Climate-

related Financial Disclosures. This included an

assessment of assets with indefinite and long lives as

well as impairment assessments of CGUs (including

forecasted cash flows), and how they could be

impacted by measures taken to address global

warming. Recognising that the environmental impact

of the Group’s operations, and the use of the Group’s

services, is relatively low, no issues were identified

that would impact the carrying values of such

assets or have any other impact on the financial

statements.

Going concern

The financial statements have been prepared on

a going concern basis. The Directors have carefully

assessed the Group’s ability to continue trading and

have a reasonable expectation that the Group and

Company have adequate resources to continue in

operational existence for at least twelve months from

the date of approval of these financial statements

and for the foreseeable future, being the period in the

viability statement on page 37.

At 31 December 2024, the Group had cash and cash

equivalents of £928,000 (2023: £1,996,000) and short-

term deposits of £8,000,000 (2023: £7,500,000). Since

March 2021, the Group has had a multi-currency

revolving credit facility with NatWest. The facility consists

of a committed £10 million facility and an additional

uncommitted £15 million accordion option, both of

which can be used to cover the Group’s working capital

and general corporate needs. In February 2024, the

Group took the option to extend the facility for one year

and the facility now runs to 31 March 2026. The Group

had not drawn down on the facility at 31 December

2024 or at any point during the year.

The Group has net current liabilities at 31 December

2024 amounting to £2,290,000 (2023: net current

liabilities £2,929,000). The net current liability position

primarily arose from its normal levels of deferred

income relating to performance obligations to be

delivered in the future rather than an inability to

service its liabilities. An assessment of cash flows

for the next three financial years has indicated an

expected level of cash generation which would be

sufficient to allow the Group to fully satisfy its working

capital requirements and the guarantee given in

respect of its UK subsidiaries, to cover all principal

areas of expenditure, including maintenance, capital

expenditure and taxation during this year, and to

meet the financial covenants under the revolving

credit facility. The Company has net current liabilities

at 31 December 2024 amounting to £15,183,000 (2023:

£49,911,000). In both the current and prior year, these

almost entirely arose from unsecured payables to

subsidiaries which have no fixed date of repayment.

The preparation of financial statements in

accordance with IFRS requires the use of estimates

and assumptions that affect the reported amounts

of assets and liabilities at the date of the financial

statements and the reported amounts of revenue

and expenses during the year. Although these

estimates are based on management’s best

knowledge of the amount, events or actions, the

actual results may ultimately differ from those

estimates.

Having assessed the principal risks and the other

matters discussed in connection with the Viability

Statement on page 37 which considers the Group

and Company’s viability over a three-year period

to March 2028, the Directors consider it appropriate

to adopt the going concern basis of accounting in

preparing both the consolidated financial statements

of the Group and the financial statements of the

Company.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202495

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

1. Summary of material accounting

policies continued

New and amended standards adopted by the Group

The Group has applied the following standards and

amendments for the first time for its annual reporting

period commencing 1 January 2024:

• Classification of Liabilities as Current or Non-

current and Non-current liabilities with covenants

– Amendments to IAS 1;

• Lease Liability in Sale and Leaseback –

Amendments to IFRS 16; and

• Supplier Finance Arrangements – Amendments to

IAS 7 and IFRS 7.

The amendments listed above did not have any

impact on the amounts recognised in prior periods

and are not expected to significantly affect the

current or future period.

New standards and interpretations not yet adopted

There are no accounting standards, amendments, or

interpretations effective for the first time this financial

year that have had a material impact on the Group.

No standards have been early adopted during the

year. The Directors also considered the impact on

the Group of new and revised accounting standards,

interpretations, or amendments which have been

issued but were not effective for the Group for the

year ended 31 December 2024. On 9 April 2024, the

IASB issued a new standard, IFRS 18 “Presentation

and Disclosure in Financial Statements”, which

if adopted by the UK Endorsement Board, will be

effective for annual reporting periods beginning on or

after 1 January 2027. While IFRS 18 will not impact the

recognition or measurement of items in the financial

statements, it will likely result in changes to how the

Group presents certain information.

Comparative numbers

Prior year comparative numbers have been updated

to reflect current year presentation and disclosures.

The prior year revenue by type reported in note 2 has

been re-presented to separate previously presented

Training and Advisory into Learning and Development

and Advisory, and to combine previously presented

Marketing Solutions and Recruitment Advertising into

Other revenue. There is no impact on the face of the

consolidated statement of comprehensive income.

(b) Presentation of non-statutory measures

In addition to IFRS statutory measures, the Directors

use various non-GAAP key financial measures to

evaluate the Group’s performance and consider

that presentation of these measures provides

shareholders with an additional understanding of

the core trading performance of the Group. The

measures used are explained and reconciled to their

IFRS statutory headings below.

Adjusted operating profit and adjusted earnings per

The Directors believe that adjusted results and

adjusted earnings per share, split between

continuing and discontinued operations, provide

additional useful information on the core operational

performance of the Group to shareholders, and

review the results of the Group on an adjusted basis

internally. The term ‘adjusted’ is not a defined term

under IFRS and may not therefore be comparable

with similarly titled profit measurements reported by

other companies. It is not intended to be a substitute

for, or superior to, IFRS measurements of profit.

Adjustments are made in respect of:

• Exceptional costs – the Group considers items of

income and expense as exceptional and excludes

them from the adjusted results where the nature of

the item, or its magnitude, is material and likely to

be non-recurring in nature so as to assist the user

of the financial statements to better understand

the results of the core operations of the Group.

Details of exceptional items are shown in note 4.

• Amortisation of acquired intangible assets – the

amortisation charge for those intangible assets

recognised on business combinations is excluded

from the adjusted results of the Group since they

are non-cash charges arising from investment

activities. As such, they are not considered

reflective of the core trading performance of

the Group. Details of amortisation of acquired

intangible assets are shown in note 11.

• Share-based payments – share-based payment

expenses or credits are excluded from the adjusted

results of the Group as the Directors believe that

the volatility of these charges can distort the user’s

view of the core trading performance of the Group.

Details of share-based payments are shown in

note 23.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202496

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

(Loss) / profit before tax reconciles to adjusted operating profit as follows:

Note

2024

£’000

2023

£’000

(Loss) / profit before tax (8,541) 6,134

Adjusting items

Exceptional operating costs 4 812 349

Amortisation of acquired intangible assets 11 48 47

Impairment of goodwill 10 12,025 –

Gain on disposal of assets 4 (44) –

Share-based payment (credit) / expense 23 (419) 1,095

Adjusted profit before tax 3,881 7,625

Finance income 6 (318) (266)

Finance costs 6 150 245

Adjusted operating profit 3,713 7,604

Adjusted operating cash flow

Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations

excluding the impact of adjusting items, which are defined above, and including capital expenditure. The

Directors use this measure to assess the performance of the Group as it excludes volatile items not related to

the core trading of the Group and includes the Group’s management of capital expenditure. Statutory cash

flow from operations reconciles to adjusted operating cash as below:

Note

2024

£’000

2023

£’000

Reported cash flow from operating activities 25 3,946 7,303

Cash outflow of adjusting items from operations 494 472

Adjusted operating cash flow 4,440 7,775

Capital expenditure (1,236) (2,055)

Post capital expenditure cash flow 3,204 5,720

Our cash conversion rate for the year was 75% (2023: 80%).

1. Summary of material accounting

policies continued

• Impairment of goodwill – the Directors believe

that non-cash impairment charges in relation

to goodwill are generally volatile and material,

and therefore exclude any such charges from

the adjusted results of the Group. Details of the

goodwill impairment analysis are shown in note 10.

• Gain or loss on disposal of assets or subsidiaries

– gain or loss on disposals of assets or businesses

are excluded from adjusted results of the Group as

they are unrelated to core trading and can distort

a user’s understanding of the performance of the

Group due to their infrequent and volatile nature.

See note 4.

• Other separately reported items – certain other

items are excluded from adjusted results where

they are considered large or unusual enough to

distort the comparability of core trading results

year-on-year. Details of these separately disclosed

items are shown in note 4.

The tax related to adjusting items is the tax effect of

the items above that are allowable deductions for

tax purposes, calculated using the standard rate

of corporation tax. See note 7 for a reconciliation

between reported and adjusted tax charges.

Further details of adjusting items are included in note

4. A reconciliation between adjusted and statutory

earnings per share measures is shown in note 9.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202497

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

1. Summary of material accounting policies continued

Underlying revenue growth

The Directors review underlying revenue growth in order to allow a like-for-like comparison of revenue

between years. Underlying revenue therefore excludes the impact of revenue contribution arising from

acquired or disposed businesses and other revenue streams that are not expected to be ongoing in future

years. There were no exclusions for underlying revenue in the current or prior year. Statutory revenue growth is

equal to underlying revenue growth and is as follows:

Xeim

£’000

The Lawyer

£’000

Total

£’000

Reported and underlying revenue 2023 28,968 8,361 37,329

Reported and underlying revenue 2024 26,205 8,911 35,116

Reported and underlying revenue (decline) / growth (10)% 7% (6)%

Adjusted EBITDA

Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted operating profit before depreciation

and impairment of tangible assets and amortisation and impairment of intangible assets other than those

acquired through a business combination. It is used by the Directors as a measure to review performance of

the Group and forms the basis of some of the Group’s financial covenants under its revolving credit facility.

Adjusted EBITDA is calculated as follows:

Note

2024

£’000

2023

£’000

Adjusted operating profit (as above) 3,713 7,604

Depreciation of property, plant and equipment 3,12 1,084 1,133

Amortisation of computer software 3,11 1,076 930

Adjusted EBITDA 5,873 9,667

Net cash

Net cash is not a measure defined by IFRS. Net cash is calculated as cash and cash equivalents, plus short-

term deposits less overdrafts and bank borrowings under the Group’s financing arrangements. The Directors

consider the measure useful as it gives greater clarity over the Group’s liquidity as a whole. Group net cash is

calculated as follows:

Note

2024

£’000

2023

£’000

Cash and cash equivalents 16 928 1,996

Short-term deposits 17 8,000 7,500

Net cash 8,928 9,496

The consolidated financial statements incorporate the financial statements of Centaur Media Plc and all of its

subsidiaries after elimination of intercompany transactions and balances. The consolidated financial statements

are presented in Pounds Sterling, which is the Group and Company’s functional and presentation currency.

(i) Subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to,

or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on

which control is transferred to the Group until the date that the Group ceases to control them.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202498

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

1. Summary of material accounting

policies continued

(ii) Employee Benefit Trust

The Centaur Employees’ Benefit Trust (‘Employee

Benefit Trust’) is a trust established by Trust deed

in 2006 for the granting of shares to applicable

employees. Its assets and liabilities are held

separately from the Company and are fully

consolidated in the consolidated statement of

financial position. Holdings of Centaur Media Plc

shares by the Employee Benefit Trust are shown

within the ‘own shares’ reserve as a deduction from

consolidated equity.

(d) Revenue recognition

Revenue is measured at the transaction price, which

is the amount of consideration to which the Group

expects to be entitled in exchange for transferring

promised goods or services to the customer.

Judgement may arise in timing and allocation

of transaction price when there are multiple

performance obligations in one contract. However, an

annual impact assessment is performed which has

confirmed that the impact is immaterial in both the

current year and comparative year. Revenue arises

from the sales of premium content, learning and

development, advisory, events, marketing solutions

and recruitment advertising in the normal course

of business, net of discounts and relevant sales tax.

Returns, refunds and other similar allowances, which

have historically been low in volume and immaterial

in magnitude, are accounted for as a reduction in

revenue as they arise.

Where revenue is deferred it is held as a balance in

deferred income on the consolidated statement of

financial position. At any given reporting date, this

deferred income is current in nature and is expected

to be recognised wholly in revenue in the following

financial year, with the exception of returns and credit

notes, which have historically been low in volume and

immaterial in magnitude.

The Group recognises revenue earned from

contracts as individual performance obligations

are met, on a stand-alone selling price basis. This is

when value and control of the product or service has

transferred, being when the product is delivered to

the customer or the period in which the services are

rendered as set out in more detail below.

Premium Content

Revenue from subscriptions is deferred and

recognised on a monthly straight-line basis over the

subscription period, starting in the month in which the

subscription commences, reflecting the continuous

provision of paid content services over this time.

In general, the Group bills customers for premium

content at the start of the contract.

Learning and Development

Revenue from learning and development is deferred

and recognised over the length of the course. In

general, the Group bills customers for learning and

development upfront prior to the course start date.

Advisory

Revenue from advisory is deferred and recognised

when a separately identifiable milestone of a

contract has been delivered to the customer. In

general, the Group bills customers for advisory in

instalments, including upfront on contract signing

and/or periodically throughout the service period.

Events

Consideration received in advance for events is

deferred and revenue is recognised at the point in

time at which the event takes place. In general, the

Group bills customers for events before the event

date.

Other revenue

Marketing Solutions

Marketing solutions revenue from display and

bespoke campaigns is recognised over the period

that the service is provided. In general, the Group bills

customers for marketing solutions on delivery.

Recruitment Advertising

Sales of online recruitment advertising space are

recognised in revenue over the period during which

the advertisements are placed. Sales of recruitment

advertising space in publications are recognised at

the point at which the publication occurs. In general,

the Group bills customers for recruitment advertising

on delivery.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 202499

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

1. Summary of material accounting

policies continued

(e) Investments

In the Company’s financial statements, investments

in subsidiaries are stated at cost less provision for

impairment in value.

Investments are reviewed for impairment whenever

events indicate that the carrying value may not be

recoverable. An impairment loss is recognised to the

extent that the carrying value exceeds the higher of

the investments fair value less cost of disposal and

its value-in-use. An asset’s value-in-use is calculated

by discounting an estimate of future cash flows

by the pre-tax weighted average cost of capital.

Any impairment is recognised in the statement of

comprehensive income. If there has been a change

in the estimates used to determine the investment’s

recoverable amount, impairment losses that have

been recognised in prior periods may be reversed.

This reversal is recognised in the statement of

comprehensive income.

(f) Income tax

The tax expense represents the sum of current and

deferred tax.

Current tax is based on the taxable profit for the year.

Taxable profit differs from profit as reported in the

consolidated statement of comprehensive income

because it excludes items of income or expense that

are taxable or deductible in other years, and it further

includes items that are never taxable or deductible.

The Group and Company’s liability for current tax is

calculated using tax rates that have been enacted or

substantively enacted by the reporting date.

Deferred tax is provided in full, using the liability

method, on temporary differences between

the carrying amounts of assets and liabilities in

the consolidated financial statements and the

corresponding tax bases used in the computation

of taxable profit. Deferred tax liabilities are generally

recognised for all taxable temporary differences

and deferred tax assets are recognised to the

extent that it is probable that taxable profits will be

available to utilise those temporary differences and

losses. Such assets and liabilities are not recognised

if the temporary difference arises from goodwill

or the initial recognition (other than in a business

combination) of other assets and liabilities in a

transaction that affects neither the taxable profit nor

the accounting profit and does not give rise to equal

taxable and deductible temporary differences.

Deferred tax is calculated at the enacted or

substantively enacted tax rates that are expected to

apply in the year when the liability is settled, or the

asset is realised. Deferred tax is charged or credited

to the consolidated statement of comprehensive

income, except when it relates to items charged or

credited directly to equity or other comprehensive

income, in which case the deferred tax is recognised in

equity or other comprehensive income respectively.

The carrying amount of deferred tax assets is

reviewed at each reporting date and is reduced to

the extent that it is no longer probable that sufficient

taxable profits will be available to allow all or part of

the asset to be recovered.

(g) Leases

Lessee accounting

Under IFRS 16, leases are accounted for on a ‘right-

of-use model’ reflecting that, at the commencement

date, the Group as a lessee has a financial obligation

to make lease payments to the lessor for its right to

use the underlying asset during the lease term. The

financial obligation is recognised as a lease liability,

and the right to use the underlying asset is recognised

as a right-of-use (‘ROU’) asset. The ROU assets are

recognised within property, plant and equipment on

the face of the consolidated statement of financial

position and are presented separately in note 12.

The lease liability is initially measured at the

present value of the lease payments using the

rate implicit in the lease or, where that cannot be

readily determined, the incremental borrowing rate

(‘IBR’). The incremental borrowing rate is estimated

to discount future lease payments to measure

the present value of the lease liability at the lease

commencement date. Such a rate is based on

what the Group estimates the lessee would have

to pay a third party to borrow the funds necessary

to obtain an asset of a similar value to the right-

of-use asset, with similar terms, security and

economic environment. Subsequently, the lease

liability is measured at amortised cost, with interest

increasing the carrying amount and lease payments

reducing the carrying amount. The carrying amount

is remeasured to reflect any reassessment or lease

modifications.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024100

FINANCIAL STATEMENTS

1. Summary of material accounting

policies continued

The ROU asset is initially measured at cost which

comprises:

• the amount of the initial measurement of the lease

liability;

• any lease payments made at or before the

commencement date, less any lease incentives

received;

• any initial direct costs; and

• an estimate of costs to be incurred at the end of

the lease term.

Subsequently, the ROU asset is measured at cost less

accumulated depreciation and impairment losses.

Depreciation is calculated to write off the cost on a

straight-line basis over the lease term.

Using the exemption available under IFRS 16, the

Group elects not to apply the requirements above to:

• short-term leases; and

• leases for which the underlying asset is of a low

value.

In these cases, the Group recognises the lease

payments as an expense on a straight-line basis over

the lease term, or another systematic basis if that

basis is more representative of the agreement.

(h) Impairment of assets

Assets that are subject to depreciation or

amortisation are reviewed for impairment whenever

events indicate that the carrying value may not be

recoverable. An impairment loss is recognised to the

extent that the carrying value exceeds the higher

of the asset’s fair value less cost of disposal and its

value-in-use. An asset’s value-in-use is calculated by

discounting an estimate of future cash flows by the

pre-tax weighted average cost of capital.

(i) Intangible assets

(i) Brands and publishing rights and customer

relationships

Separately acquired brands and publishing rights

are shown at historical cost. Brands and publishing

rights and customer relationships acquired in a

business combination are recognised at fair value at

the acquisition date. They have a finite useful life and

are subsequently carried at cost less accumulated

amortisation and impairment losses.

(ii) Software

Computer software that is not integral to the

operation of the related hardware is carried at cost

less accumulated amortisation. Costs associated

with the development of identifiable and unique

software products controlled by the Group that

will generate probable future economic benefits in

excess of costs are recognised as intangible assets

when the criteria of IAS 38 ‘Intangible Assets’ are

met. They are carried at cost less accumulated

amortisation and impairment losses.

(iii) Amortisation methods and periods

Amortisation is calculated to write off the cost or fair

value of intangible assets on a straight-line basis

over the expected useful economic lives to the Group

over the following periods:

Computer software – 3 to 5 years

Brands and publishing rights – 5 to 20 years

Customer relationships – 3 to 10 years or

over the term of any

specified contract

Goodwill has an indefinite life and is tested for

impairment annually at a Group level or whenever

events or changes in circumstances indicate that the

carrying amount may not be recoverable.

(j) Property, plant and equipment

See note 1(g) for right-of-use assets. All other

property, plant and equipment is stated at historical

cost less accumulated depreciation and impairment

losses. The historical cost of property, plant and

equipment is the purchase cost together with any

incidental direct costs of acquisition. Depreciation

is calculated to write off the cost, less estimated

residual value, of assets, on a straight-line basis over

the expected useful economic lives to the Group over

the following periods:

Fixtures and fittings – 5 to 10 years

Computer equipment – 3 to 5 years

Right-of-use assets – over the lease term

The estimated useful lives, residual values and

depreciation methods are reviewed at the end of

each reporting year, with the effect of any changes in

estimate accounted for on a prospective basis.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024101

FINANCIAL STATEMENTS

(k) Employee benefits

Share-based payments

The Group operates several equity-settled share-

based payment plans, under which the Group

receives services from employees in consideration

for equity instruments (share options and shares) of

the Company. Information relating to these plans is

set out in note 23.

Equity-settled share-based payments are measured

at fair value at the date of grant. Fair value is

measured using either a Monte Carlo simulation

(stochastic) model or Black-Scholes option pricing

model. The fair value of the employee services

received in exchange for the grant of share awards

and options is recognised as an expense on a

straight-line basis over the vesting period, based

on the Group’s estimate of the number of options

or shares that will eventually vest. Non-market-

based performance or service vesting conditions

(for example profitability and remaining as an

employee of the entity over a specified time period)

are included in assumptions about the number of

share awards and options that are expected to vest.

Market-based performance criteria is reflected in the

measurement of fair value at the date of grant.

The impact of the revision to original estimates, if

any, is recognised in the consolidated statement

of comprehensive income, with a corresponding

adjustment to equity, such that the cumulative

expense reflects the revised estimate. The cumulative

share-based payment expense held in reserves

is recycled into retained earnings when the share

awards or options lapse or are exercised. When

options are exercised, shares are either transferred to

the employee from the Employee Benefit Trust or by

issuing new shares. The social security contributions

payable in connection with the grant of share awards

is treated as a cash-settled transaction.

The award by the Company of share-based payment

awards over its equity instruments to the employees

of subsidiary undertakings in the Group is treated as

a capital contribution only if it is left unsettled. The fair

value of employee services received, measured by

reference to the grant date fair value, is recognised

over the vesting period as an increase to investment

in subsidiary undertakings, with a corresponding

credit to equity.

A deferred tax asset is recognised on share options

based on the intrinsic value of the options, which is

calculated as the difference between the fair value

of the shares under option at the reporting date and

exercise price of the share options. The deferred

tax asset is utilised when the share options are

exercised or released when share options lapse. The

accounting policy regarding deferred tax is set out

above in note 1(f).

(l) Equity

(i) Share capital

Ordinary and deferred shares are classified as equity.

Incremental costs directly attributable to the issue

of new shares or options are shown in equity as a

deduction, net of tax, from the proceeds.

Where any Group company purchases the

Company’s equity instruments, for example as the

result of a share buyback or share-based payment

plan, the consideration paid, including any directly

attributable incremental costs (net of income taxes)

is deducted from equity attributable to the owners

of the Company as treasury shares until the shares

are cancelled or reissued. Where such ordinary

shares are subsequently reissued, any consideration

received, net of any directly attributable incremental

transaction costs and the related income tax effects,

is included in equity attributable to the owners of the

Company.

Shares held by the Employee Benefit Trust are

disclosed as own shares and deducted from equity.

(ii) Own shares

Own shares consist of treasury shares and shares

held within the Employee Benefit Trust.

Own shares are recognised at cost as a deduction

from equity shareholders’ funds. Subsequent

consideration received for the sale of such shares

is also recognised in equity, with any excess of

consideration received between the sale proceeds

and the original cost being recognised in share

premium. No gain or loss is recognised in the

financial statements on transactions in treasury

shares.

Notes to the Financial Statements continued

1. Summary of material accounting

policies continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024102

FINANCIAL STATEMENTS

(m) Financial instruments

The Group has applied IFRS 9 ‘Financial Instruments’

as outlined below:

(i) Financial assets

The Group classifies and measures its financial

assets in line with one of the three measurement

models under IFRS 9: at amortised cost, fair value

through profit or loss, and fair value through other

comprehensive income. Management determines

the classification of its financial assets based on the

requirements of IFRS 9 at initial recognition.

(ii) Trade receivables

Trade receivables are accounted for under IFRS

9, being recognised initially at fair value and

subsequently at amortised cost less any allowance

for expected lifetime credit losses under the

‘expected credit loss’ model. As mandated by IFRS

9, the expected lifetime credit losses are calculated

using the ‘simplified’ approach.

A provision matrix is used to calculate the allowance

for expected lifetime credit losses on trade

receivables which is based on historical default

rates over the expected life of the trade receivables

and is adjusted for forward-looking estimates.

The allowance for expected lifetime credit losses

is established by considering, on a discounted

basis, the cash shortfalls it would incur in various

default scenarios for prescribed future periods and

multiplying those shortfalls by the probability of

each scenario occurring. The historical loss rates

are adjusted to reflect current and forward-looking

information on macroeconomic factors affecting the

ability of the customers to settle the receivables. The

allowance is the sum of these probability weighted

outcomes. The allowance and any changes to

it are recognised in the consolidated statement

of comprehensive income within net operating

expenses. When a trade receivable is uncollectible,

it is written off against the allowance account for

trade receivables. Subsequent recoveries of amounts

previously written off are credited against net

operating expenses in the consolidated statement of

comprehensive income. The Group defines a default

as failure of a debtor to repay an amount due as this

is the time at which our estimate of future cash flows

from the debtor is affected.

(iii) Financial liabilities

Debt and trade and other payables are recognised

initially at fair value based on amounts exchanged,

net of transaction costs, and subsequently at

amortised cost.

(iv) Receivables from and payables to subsidiaries

and the Employee Benefit Trust

The Company has amounts receivable from and

payable to subsidiaries and from the Employee

Benefit Trust which are recognised at fair value.

Amounts receivable from subsidiaries and the

Employee Benefit Trust are assessed annually for

recoverability under the requirements of IFRS 9.

(n) Key accounting assumptions, estimates

and judgements

The preparation of financial statements under

IFRS requires the use of certain key accounting

assumptions and requires management to exercise

its judgement and to make estimates. Those that

have the most significant effect on the amounts

recognised in the consolidated financial statements

or have the most risk of causing a material

adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed

below.

Key sources of estimation uncertainty

(i) Carrying value of goodwill, other intangible

assets and Company investment estimate

In assessing whether goodwill, other intangible assets

and the Company’s investment are impaired, the

Group uses a discounted cash flow model which

includes forecast cash flows and estimates of

future growth. If the results of operations in future

periods are lower than included in the cash flow

model, impairments may be triggered. A sensitivity

analysis has been performed on the value-in-use

calculations. Further details of the assumptions and

sensitivities in the discounted cash flow model are

included in notes 10 and 13.

Critical accounting judgements

(ii) Adjusting items judgement

The term ‘adjusted’ is not a defined term under

IFRS. Judgement is required to ensure that the

classification and presentation of certain items as

adjusting, including exceptional costs, is appropriate

and consistent with the Group’s accounting policy.

Further details about the amounts classified as

adjusting are included in notes 1(b) and 4.

Notes to the Financial Statements continued

1. Summary of material accounting

policies continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024103

FINANCIAL STATEMENTS

2. Segmental reporting

The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two

segments derive revenue from a combination of premium content, learning and development, advisory,

events, marketing solutions and recruitment advertising. Overhead costs are allocated to these segments on

an appropriate basis, depending on the nature of the costs, including in proportion to revenue or headcount.

Corporate income and costs have been presented separately as ‘Central’. The Group believes this is the most

appropriate presentation of segmental reporting for the user to understand the core operations of the Group.

There is no inter-segmental revenue. Refer to note 8 for details on the discontinued operations.

Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and

trade receivables. Segment liabilities primarily comprise trade payables, accruals and deferred income.

Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current

and deferred tax balances, cash and cash equivalents, short-term deposits and lease liabilities.

Capital expenditure comprises purchases of additions to property, plant and equipment and intangible assets.

2024 Note

Xeim

£’000

The Lawyer

£’000

Central

£’000

Group

£’000

Revenue 26,205 8,911 – 35,116

Adjusted operating profit / (loss) 1(b) 3,586 2,805 (2,678) 3,713

Exceptional operating costs 4 (251) – (561) (812)

Amortisation of acquired intangibles 11 (48) – – (48)

Impairment of goodwill 10 (12,025) – – (12,025)

Gain on disposal of assets 4 44 – – 44

Share-based payment credit 23 196 72 151 419

Operating (loss) / profit (8,498) 2,877 (3,088) (8,709)

Finance income 6 318

Finance costs 6 (150)

Loss before tax (8,541)

Taxation 7 (1,045)

Loss for the year (9,586)

Segment assets 20,724 17,566 – 38,290

Corporate assets – – 10,376 10,376

Consolidated total assets 48,666

Segment liabilities (8,748) (4,003) – (12,751)

Corporate liabilities – – (3,416) (3,416)

Consolidated total liabilities (16,167)

Other items

Capital expenditure (tangible and

intangible assets)

932 262 42 1,236

Notes to the Financial Statements continued

Other areas of judgement and accounting

estimates

The consolidated financial statements include other

areas of judgement and accounting estimates.

While these areas do not meet the definition

under IAS 1 of significant accounting estimates or

critical accounting judgements, the recognition

and measurement of certain material assets and

liabilities are based on assumptions and/or are

subject to longer-term uncertainties. The other areas

of judgement and accounting estimates are:

• deferred tax (estimation of forecasted future

taxable profits) refer to notes 1(f) and 14;

• lease liabilities (IBR estimate) refer to notes 1(g)

and 19; and

• share-based payment (credit)/expense

(estimation of fair value) refer to notes 1(k) and 23.

1. Summary of material accounting

policies continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024104

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

2. Segmental reporting continued

2023 Note

Xeim

£’000

The Lawyer

£’000

Central

£’000

Continuing

operations

£’000

Discontinued

operations

£’000

Group

£’000

Revenue 28,968 8,361 – 37,329 2,006 39,335

Adjusted operating profit / (loss) 1(b) 7,447 3,022 (2,865) 7,604 42 7,646

Exceptional operating costs 4 (297) – (52) (349) (454) (803)

Amortisation of acquired intangibles 11 (47) – – (47) (31) (78)

Loss on disposal of assets 4 – – – – (56) (56)

Share-based payment expense 23 (369) (117) (609) (1,095) – (1,095)

Operating profit / (loss) 6,734 2,905 (3,526) 6,113 (499) 5,614

Finance income 6 266 – 266

Finance costs 6 (245) – (245)

Profit / (loss) before tax 6,134 (499) 5,635

Taxation 7 (807) 22 (785)

Profit / (loss) for the year 5,327 (477) 4,850

Segment assets 35,345 17,911 – 53,256 70 53,326

Corporate assets – – 10,891 10,891 – 10,891

Consolidated total assets 64,147 70 64,217

Segment liabilities (11,391) (3,780) – (15,171) (196) (15,367)

Corporate liabilities – – (3,782) (3,782) – (3,782)

Consolidated total liabilities

(18,953) (196) (19,149)

Other items

Capital expenditure (tangible and

intangible assets)

1,870 104 73 2,047 8 2,055

Supplemental information

Revenue by geographical location

The Group’s revenue from continuing operations from external customers by geographical location is detailed

below:

Xeim

2024

£’000

The Lawyer

2024

£’000

Total

2024

£’000

Xeim

2023

£’000

The

Lawyer

2023

£’000

Total

2023

£’000

United Kingdom 14,348 7,805 22,153 15,766 7,203 22,969

Europe (excluding United Kingdom) 3,963 488 4,451 4,743 503 5,246

North America 4,047 458 4,505 4,210 495 4,705

Rest of world 3,847 160 4,007 4,249 160 4,409

26,205 8,911 35,116 28,968 8,361 37,329

Substantially all of the Group’s net assets are located in the United Kingdom. The Directors therefore consider

that the Group currently operates in a single geographical segment, being the United Kingdom. Refer to note

13 for the location of the Group’s subsidiaries.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024105

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

2. Segmental reporting continued

Revenue by type

The Group’s revenue from continuing operations by type is as follows:

Xeim

2024

£’000

The Lawyer

2024

£’000

Total

2024

£’000

Re-presented

Xeim

2023

£’000

Re-presented

The Lawyer

2023

£’000

Re-presented

Total

2023

£’000

Premium Content 8,818 5,706 14,524 9,998 5,156 15,154

Learning and Development 10,712 – 10,712 10,183 – 10,183

Advisory 2,848 – 2,848 4,675 – 4,675

Events 1,997 2,085 4,082 2,096 1,780 3,876

Other revenue

1,830 1,120 2,950 2,016 1,425 3,441

26,205 8,911 35,116 28,968 8,361 37,329

1 Other revenue includes Marketing Solutions and Recruitment Advertising revenue.

2 See note 1(a) for description of prior year re-presentation.

The accounting policies for each of these revenue streams is disclosed in note 1(d), including the timing of

revenue recognition. There are some contracts for which revenue has not yet been recognised and is being

held in deferred income, see note 20. This deferred income is all current and is expected to be recognised as

revenue in 2025.

3. Net operating expenses

Operating profit / (loss) is stated after charging / (crediting):

Note

Adjusted

Results

2024

£’000

Adjusting

Items

2024

£’000

Statutory

Results

2024

£’000

Adjusted

Results

2023

£’000

Adjusting

Items

2023

£’000

Statutory

Results

2023

£’000

Employee benefits expense 5 16,320 – 16,320 17,121 – 17,121

Capitalised employee benefits 5,11 (460) – (460) (435) – (435)

Exceptional operating costs 4 – 812 812 – 349 349

Depreciation of property, plant and

equipment

4,12 1,084 – 1,084 1,133 – 1,133

Amortisation of intangible assets 4,11 1,076 48 1,124 930 47 977

Impairment of goodwill 10 – 12,025 12,025 – – –

Gain on disposal of assets 4 – (44) (44) – – –

Share-based payment (credit) /

expense

4,23 – (419) (419) – 1,095 1,095

Net impairment of trade receivables 26 81 – 81 (106) – (106)

IT expenditure 2,453 – 2,453 2,336 – 2,336

Marketing expenditure 1,885 – 1,885 1,489 – 1,489

Other staff related costs 286 – 286 275 – 275

Other operating expenses 8,678 – 8,678 6,982 – 6,982

31,403 12,422 43,825 29,725 1,491 31,216

Cost of sales 13,257 – 13,257 13,686 – 13,686

Distribution costs 35 – 35 28 – 28

Administrative expenses 18,111 12,422 30,533 16,011 1,491 17,502

31,403 12,422 43,825 29,725 1,491 31,216

1 Adjusted results exclude adjusting items, as detailed in note 1(b).

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024106

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

3. Net operating expenses continued

Services provided by the Company and Group’s auditor

2024

£’000

2023

£’000

Fees payable for the audit of Company and consolidated financial

statements

135 128

Fees payable for the interim financial statement review 16 12

Total fees paid to the Company and Group's auditor 151 140

4. Adjusting items

As discussed in note 1(b), certain items are presented as adjusting. These are detailed below:

Note

2024

£’000

2023

£’000

Continuing operations

Exceptional operating costs 812 349

Amortisation of acquired intangible assets 11 48 47

Impairment of goodwill 10 12,025 –

Gain on disposal of assets 4 (44) –

Share-based payment (credit) / expense 23 (419) 1,095

Adjusting items before tax 12,422 1,491

Tax relating to adjusting items 7 (53) (410)

Total adjusting items after tax for continuing operations 12,369 1,081

Discontinued operations 8

Exceptional operating costs – 454

Amortisation of acquired intangible assets 11 – 31

Loss on disposal of assets 11 – 56

Tax relating to adjusting items 7 – (127)

Total adjusting items after tax for discontinued operations – 414

Total adjusting items after tax 12,369 1,495

Exceptional operating costs

In the current year, exceptional operating costs in continuing operations of £812,000 relate to: (a) £162,000 of

non-recurring legal fees; (b) £566,000 related to the retirement of the CEO, comprising £491,000 as detailed

in the Remuneration Committee Report, together with employer’s national insurance and other costs; and

£181,000 of professional fees.

In the prior year, exceptional operating costs in continuing operations of £349,000 related to strategic

restructuring of the Group including £317,000 of staff related restructuring costs and £32,000 of associated

professional fees.

Exceptional operating costs in discontinued operations of £454,000 were incurred during the prior year due

to the closure of the Really B2B and Design Week brands within Xeim. This included £393,000 of staff related

restructuring costs and £61,000 related to professional fees and onerous contracts.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024107

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

4. Adjusting items continued

Disposal of assets

In the current year, the gain on disposal of assets in continuing operations of £44,000 relates to the disposal of

Design Week brand.

In the prior year the loss on disposal of assets in discontinued operations of £56,000 consisted of a loss on

disposal of computer software of £7,000 and a loss on disposal of acquired intangibles related to the Really

B2B brand of £49,000. Refer to note 11 for further details.

Other adjusting items

Other adjusting items relate to the amortisation of acquired intangible assets (see note 11), impairment of

goodwill (see note 10) and share-based payment (credit)/expense (see note 23).

5. Directors and employees

Group Note

2024

£’000

2023

Continuing

£’000

2023

Discontinued

£’000

2023

Total

£’000

Wages and salaries 13,754 14,522 1,126 15,648

Social security costs 1,596 1,696 129 1,825

Other pension costs 970 903 83 986

Employee benefits expense 16,320 17,121 1,338 18,459

Capitalised employee benefits 11 (460) (435) – (435)

Exceptional staff related costs 4 631 317 393 710

Share-based payment (credit) /

expense

23 (419) 1,095 – 1,095

16,072 18,098 1,731 19,829

Company Note

2024

£’000

2023

£’000

Wages and salaries 1,238 1,499

Social security costs 162 205

Other pension costs 41 47

Employee benefits expense 1,441 1,751

Exceptional staff related costs 4 540 –

Share-based payment (credit) / expense 23 (143) 534

1,838 2,285

The average number of employees employed during the year, including Executive Directors, was:

2024

Group

Number

2023

Group

Number

2024

Company

Number

2023

Company

Number

Xeim 143 167 – –

The Lawyer 60 56 – –

Central 7 10 2 4

Discontinued – 24 – –

210 257 2 4

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024108

FINANCIAL STATEMENTS

5. Directors and employees continued

Key management compensation

2024

£’000

2023

£’000

Salaries and short-term employment benefits 1,259 1,680

Post-employment benefits 160 100

Share-based payment (credit) / expense (163) 691

1,256 2,471

Key management is defined as the Executive Directors and Executive Committee members.

1,278,227 shares were exercised by Directors during the year at a weighted average share price of 34.65

pence (2023: 1,485,000 shares were exercised by Directors at a share price of 37.0 pence). Details of Directors’

remuneration are included in the Remuneration Committee Report between pages 60 to 79.

6. Finance income and costs

Note

2024

£’000

2023

£’000

Finance income

Interest income from short-term deposits 17 300 235

Interest income from cash and cash equivalents 17 31

Other finance income 1 –

318 266

Finance costs

Commitment fees and amortisation of arrangement fee in respect of

revolving credit facility

(94) (106)

Interest on lease 19 (55) (89)

Other finance costs (1) (50)

(150) (245)

Net finance income 168 21

Interest income from short-term deposits

Interest income from short-term deposits is calculated using the effective interest method and is recognised

in profit or loss. Finance income in relation to these short-term deposits resulted in cash inflows to the Group of

£312,000 during the year (2023: £189,000).

Fees on revolving credit facility

These finance costs are in relation to the Group’s £10m revolving credit facility, none of which was drawn

down at 31 December 2024 (2023: £nil). As indicated by the consolidated cash flow statement, there were no

drawdowns from this facility during the current and prior year. Finance costs in relation to this facility resulted

in cash outflows by the Company and Group of £71,000 during the year (2023: £73,000).

Lease interest

A lease liability was recognised for the Group’s property lease. £55,000 of interest on this lease was incurred

during the year (2023: £89,000). Refer to notes 1(g) and 19 for further details.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024109

FINANCIAL STATEMENTS

7. Taxation

Note

2024

£’000

2023

Continuing

£’000

2023

Discontinued

£’000

2023

Total

£’000

Analysis of charge / (credit) for the

year

Current tax 21

Overseas tax 12 24 – 24

Adjustments in respect of prior years 140 1,346 – 1,346

152 1,370 – 1,370

Deferred tax 14

Current period 927 1,193 (22) 1,171

Adjustments in respect of prior years (34) (1,756) – (1,756)

893 (563) (22) (585)

Taxation charge / (credit) 1,045 807 (22) 785

The taxation charge / (credit) for the year can be reconciled to the (loss) / profit before tax in the consolidated

statement of comprehensive income as follows:

2024

£’000

2023

Continuing

£’000

2023

Discontinued

£’000

2023

Total

£’000

(Loss) / profit before tax (8,541) 6,134 (499) 5,635

Tax at the UK rate of corporation tax of 25.0% (2023:

23.5%)

(2,135) 1,441 (117) 1,324

Effects of:

Expenses not deductible for tax purposes 3,042 14 3 17

Additional deduction for capital allowances – (8) – (8)

Share-based payments 34 (52) – (52)

Effects of changes in tax rate on deferred tax

balances

– (82) (1) (83)

Use of losses – (93) 93 –

Different tax rates of subsidiaries in other

jurisdictions

(3) (3) – (3)

Adjustments in respect of prior years 107 (410) – (410)

Taxation charge / (credit) 1,045 807 (22) 785

For the financial year ended 31 December 2024, the current weighted averaged tax rate was 25.0%. Temporary

differences are remeasured using the enacted tax rates that are expected to apply when the liability is settled

or the asset realised.

During the prior year, the Group’s tax losses from 31 December 2021 were carried forward rather than being

surrendered by way of group relief against the 2022 taxable profits. This contrasted with the position that

was reflected in the financial statements for the year ended 31 December 2022. This resulted in additional

taxable profits of £6,926,000 in 2022 and a corresponding increase in tax losses brought forward at 1 January

2023. Therefore in the prior year, adjustments in respect of prior years were made to current tax (£1,346,000)

and deferred tax (£1,872,000) to reflect the recognition of those tax losses as a deferred tax asset instead of

reducing the current tax charge relating to 2022.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024110

FINANCIAL STATEMENTS

7. Taxation continued

A reconciliation between the reported tax charge / (credit) and the adjusted tax charge taking account of

adjusting items as discussed in note 1(b) and 4 is shown below:

2024

Total

£’000

2023

Continuing

£’000

2023

Discontinued

£’000

2023

Total

£’000

Reported tax charge / (credit) 1,045 807 (22) 785

Effects of:

Exceptional operating costs 203 82 107 189

Amortisation of acquired intangible assets – – 9 9

(Gain) / loss on disposal of assets (11) – 11 11

Share-based payments (139) 328 – 328

Adjusted tax charge 1,098 1,217 105 1,322

8. Discontinued operations

In December 2023, the Group closed the Really B2B (‘Really) and Design Week (‘DW’) brands within Xeim in line

with the Group’s strategy to prioritise higher quality revenue and profit margin growth.

The results of the discontinued operations, which were included in the consolidated statement of

comprehensive income and consolidated cash flow statement, were as follows:

Really DW Total

Statement of comprehensive income

2023

£’000

2023

£’000

2023

£’000

Revenue 1,787 219 2,006

Expenses (2,181) (268) (2,449)

Loss on disposal of assets (56) – (56)

Loss before tax (450) (49) (499)

Attributable tax credit / (charge) 22 – 22

Statutory loss after tax (428) (49) (477)

Add back adjusting items

Exceptional operating costs 402 52 454

Amortisation of acquired intangible assets 31 – 31

Loss on disposal of assets 56 – 56

Tax relating to adjusting items

(115) (12) (127)

Total adjusting items

374 40 414

Adjusted loss

attributable to discontinued operations after tax (54) (9) (63)

1 Adjusted results exclude adjusting items, as detailed in note 1(b).

Really DW Total

Cash flows

2023

£’000

2023

£’000

2023

£’000

Net operating cash flows 8 – 8

Investing cash flows (8) – (8)

Financing cash flows – – –

Total cash flows – – –

The operating cash flows of discontinued operations largely follow the trade activities of these operations.

There were no material investing or financing cash flows in 2023.

There were no discontinued operations for the year ended 31 December 2024.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024111

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

9. Earnings / (loss) per share

Basic earnings per share (‘EPS’) is calculated by dividing the earnings attributable to ordinary shareholders by

the weighted average number of shares in issue during the year. 4,044,278 shares held in the Employee Benefit

Trust (2023: 1,878,628 shares held in the Employee Benefit Trust and 4,550,179 shares held in treasury) (see note

22) have been excluded in arriving at the weighted average number of shares.

For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume

conversion of all deferred shares and dilutive potential ordinary shares. This comprises share options and

awards granted to Directors and employees under the Group’s share-based payment plans where the

exercise price is less than the average market price of the Company’s ordinary shares during the year.

Basic and diluted earnings per share have also been presented on an adjusted basis, as the Directors believe

that these measures are more reflective of the underlying performance of the Group. These have been

calculated as follows:

2024

Adjusted

Results

2024

Adjusting

Items

2024

Statutory

Results

2023

Adjusted

Results

2023

Adjusting

Items

2023

Statutory

Results

Continuing operations (£’000)

Profit / (loss) for the year from continuing

operations 2,783 (12,369) (9,586) 6,408 (1,081) 5,327

Number of shares (thousands)

Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789

Effect of dilutive securities – options – – – 8,591 8,591 8,591

Diluted weighted average number of

shares 146,252 146,252 146,252 152,380 152,380 152,380

Earnings / (loss) per share from

continuing operations (pence)

Basic from continuing operations 1.9 (8.5) (6.6) 4.4 (0.7) 3.7

Fully diluted from continuing operations 1.9 (8.5) (6.6) 4.2 (0.7) 3.5

Discontinued operations (£’000)

Loss for the year from discontinued

operations – – – (63) (414) (477)

Number of shares (thousands)

Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789

Effect of dilutive securities – options – – – 8,591 8,591 8,591

Diluted weighted average number of

shares 146,252 146,252 146,252 152,380 152,380 152,380

Loss per share from discontinued

operations (pence)

Basic from discontinued operations – – – – (0.3) (0.3)

Fully diluted from discontinued operations – – – – (0.3) (0.3)

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024112

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

2024

Adjusted

Results

2024

Adjusting

Items

2024

Statutory

Results

2023

Adjusted

Results

2023

Adjusting

Items

2023

Statutory

Results

Continuing and discontinued operations

(£’000)

Profit / (loss) for the year attributable to

owners of parent 2,783 (12,369) (9,586) 6,345 (1,495) 4,850

Number of shares (thousands)

Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789

Effect of dilutive securities – options – – – 8,591 8,591 8,591

Diluted weighted average number of

shares 146,252 146,252 146,252 152,380 152,380 152,380

Earnings / (loss) per share from

continuing and discontinued operations

(pence)

Basic earnings per share 1.9 (8.5) (6.6) 4.4 (1.0) 3.4

Fully diluted earnings per share 1.9 (8.5) (6.6) 4.2 (1.0) 3.2

1 Adjusted results exclude adjusting items, as detailed in notes 1(b) and 4.

10. Goodwill

Group

£’000

Cost

At 1 January 2023, 31 December 2023 and 31 December 2024 81,109

Accumulated impairment

At 1 January 2023 and 31 December 2023 39,947

Impairment charge for the year 12,025

At 31 December 2024 51,972

Net book value at 31 December 2024 29,137

Net book value at 1 January 2023 and 31 December 2023 41,162

At 31 December 2024 a full impairment assessment has been carried out. An impairment of £12,025,000 was

recognised in the Xeim cash generating unit (‘CGU’) (2023: £nil).

Goodwill by segment

Each segment is deemed to be a CGU, being the lowest level at which cash flows are separately identifiable.

Goodwill is attributed to individual CGUs and has historically been reviewed at the operating segment level for

the purposes of the annual impairment review as this is the level at which management monitors goodwill.

The brought forward accumulated impairment is attributed to both Xeim and The Lawyer segments.

Xeim

£’000

The Lawyer

£’000

Total

£’000

At 1 January 2023 and 31 December 2023 25,188 15,974 41,162

Impairment charge for the year (12,025) – (12,025)

At 31 December 2024 13,163 15,974 29,137

9. Earnings / (loss) per share continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024113

FINANCIAL STATEMENTS

10. Goodwill continued

Impairment testing of goodwill and acquired intangible assets

At 31 December 2024, goodwill and acquired intangible assets (see note 11) were tested for impairment in

accordance with IAS 36. In assessing whether an impairment of goodwill and acquired intangible assets is

required, the carrying value of the segment is compared with its recoverable amount. Recoverable amounts

are measured based on value-in-use (‘VIU’).

The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for

risks associated with the assets and discounts these using a pre-tax rate of 13.1% (2023: 10.8%). The discount

rate used is consistent with the Group’s weighted average cost of capital and is used across all segments,

which are based predominantly in the UK and considered to have similar risks and rewards.

The key assumptions used in calculating VIU are revenue growth, margin, adjusted

EBITDA growth, discount

rate and the terminal growth rate. These have been derived from a combination of experience and

management’s expectations of future growth rates in the business. The Group has used the three-year plan

forecast to 2027 for the first three years of the calculation and applied a terminal growth rate of 2.0% (2023:

2.5%) adjusted for an 18% EBITDA miss in each of the years. This timescale and the terminal growth rate are

both considered appropriate given the nature of the Group’s revenue. The three-year plan forecast to 2027

has been prepared brand by brand on a bottom-up basis with a focus on growing revenue, and conversely

which areas of the business will be de-prioritised. Overall the three-year plan forecast to 2027 assumes

continued profit growth reflecting top line expansion in key brands, while managing the impact of projected

inflationary pressures.

Based on the above VIU analysis, an impairment of £12,025,000 has been identified and recognised in the

Group’s statement of comprehensive income as an adjusting item (note 4) in relation to the Xeim CGU. The

impairment arose due to the financial performance of the CGU compared to the budget and the prior year,

along with management’s reassessment of the ongoing business environment.

The key assumptions and variables in this plan are sensitised in isolation and in combination. The main

sensitivities applied to the key drivers are outlined below. As required by IAS 36, these sensitivities are applied in

order to assess the effect of reasonably possible changes in the assumptions.

Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to:

I. apply a 10% reduction to base case forecast adjusted

EBITDA in each year of the modelled cash flows.

This would result in an impairment of £14,605,000 in the Xeim CGU and headroom in The Lawyer CGU of

£8,039,000.

II. apply a 2.5 percentage point increase in discount rate from 13.1% to 15.6%. This would result in an

impairment of £15,470,000 in the Xeim CGU and headroom in The Lawyer CGU of £5,458,000.

III. reduce the terminal value growth rate from 2.0% to 1.0%. This would result in impairment of £13,176,000 in the

Xeim CGU and headroom in The Lawyer CGU of £8,983,000.

IV. apply a combination of the above changes. This would result in an impairment of £18,195,000 in the Xeim

CGU and headroom in The Lawyer CGU of £2,269,000.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill

or acquired intangible assets of The Lawyer CGU is required for the year ended 31 December 2024.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024114

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

11. Other intangible assets

Computer

software

£’000

Brands and

publishing rights

£’000

Customer

relationships

£’000

Separately

acquired

websites and

content

£’000

Total

£’000

Cost

At 1 January 2023 20,621 1,380 11,321 3,216 36,538

Additions - separately acquired 1,541 – – – 1,541

Additions - internally generated 435 – – – 435

Disposals (10,464) (247) (1,904) – (12,615)

At 31 December 2023 12,133 1,133 9,417 3,216 25,899

Additions - separately acquired 640 – – – 640

Additions - internally generated 460 – – – 460

Disposals (3,475) – – – (3,475)

At 31 December 2024 9,758 1,133 9,417 3,216 23,524

Accumulated amortisation

At 1 January 2023 18,522 868 11,321 3,216 33,927

Amortisation charge for the year 931 78 – – 1,009

Disposals (10,457) (198) (1,904) – (12,559)

At 31 December 2023 8,996 748 9,417 3,216 22,377

Amortisation charge for the year 1,076 48 – – 1,124

Disposals (3,475) – – – (3,475)

At 31 December 2024 6,597 796 9,417 3,216 20,026

Net book value at 31 December 2024 3,161 337 – – 3,498

Net book value at 31 December 2023 3,137 385 – – 3,522

Net book value at 1 January 2023 2,099 512 – – 2,611

During the year, the Group performed a detailed review of the fixed asset register which identified a number

of historical fully amortised assets that are no longer in use by the business, and therefore these assets were

disposed of in continuing operations. The disposed assets had a net book value of £nil (2023: £nil).

Amortisation of intangible assets is included in net operating expenses in the consolidated statement of

comprehensive income. The amortisation charge in continuing operations is £1,124,000 (2023: £977,000) and

in discontinued operations is £nil (2023: £32,000). Amortisation on acquired intangible assets from business

combinations is presented as an adjusting item in note 4 (see note 1(b) for further information). Total

amortisation of £48,000 (2023: £78,000) on such assets is all amortisation on assets in the asset group ‘Brands

and publishing rights’. These total amounts relate to continuing operations £48,000 (2023: £47,000) and

discontinued operations £nil (2023: £31,000) as shown in note 4.

Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by

comparing the carrying value with its recoverable amount (see note 10 for further details). No impairment was

recognised in the current year or prior year.

The Company has no intangible assets (2023: £nil).

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024115

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

12. Property, plant and equipment

Fixtures

and fittings

£’000

Computer

equipment

£’000

ROU assets –

property

£’000

Total

£’000

Cost

At 1 January 2023 94 1,352 – 1,446

Additions - separately acquired 40 71 2,861 2,972

Disposals (64) (504) – (568)

At 31 December 2023 70 919 2,861 3,850

Additions - separately acquired – 15 – 15

Disposals – (245) – (245)

At 31 December 2024 70 689 2,861 3,620

Accumulated depreciation

At 1 January 2023 68 991 – 1,059

Depreciation charge for the year 9 170 954 1,133

Disposals (64) (504) – (568)

At 31 December 2023 13 657 954 1,624

Depreciation charge for the year 11 119 954 1,084

Disposals – (245) – (245)

At 31 December 2024 24 531 1,908 2,463

Net book value at 31 December 2024 46 158 953 1,157

Net book value at 31 December 2023 57 262 1,907 2,226

Net book value at 1 January 2023 26 361 – 387

In the current year, the Group disposed of computer equipment that is no longer in use by the business. The

disposed assets had a net book value of £nil (2023: £nil).

Depreciation of property, plant and equipment is included in net operating expenses in the consolidated

statement of comprehensive income. The current year depreciation charge is £1,084,000 (2023: £1,133,000).

The Company has no property, plant and equipment at 31 December 2024 (2023: £nil).

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024116

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

13. Investments

Company

Investments

in subsidiary

undertakings

£’000

Cost

At 1 January 2023 151,922

Additions 552

At 31 December 2023 152,474

Reduction (286)

At 31 December 2024 152,188

Accumulated impairment

At 1 January 2023 and 31 December 2023 86,393

Impairment charge for the year 21,255

At 31 December 2024 107,648

Net book value at 31 December 2024 44,540

Net book value at 31 December 2023 66,081

Net book value at 1 January 2023 65,529

Impairment testing of the investment

The carrying value of the investment represents the Company’s direct ownership of Centaur Communications

Limited (‘CCL’). At 31 December 2024, the investment was tested for impairment in accordance with IAS 36.

In assessing whether an impairment of the investment is required, the carrying value of the investment is

compared with its recoverable amount. The recoverable amount is measured based on value-in-use (‘VIU’).

Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly controls the rest of

the Group’s subsidiaries. Therefore, the VIU of the Company’s investment in CCL is supported by the operations

of the entire Group.

In the prior year, the UK’s economic uncertainty throughout 2023 was identified as an indication of impairment

of the Company’s investment carrying value. Therefore, a full impairment assessment was performed.

The results of the impairment assessment and sensitivities applied indicated that no impairment to the

Company’s investment in CCL was required for the year ended 31 December 2023 as the carrying value of the

investment was supported by the underlying trade of the Group.

In the current year, the UK’s ongoing economic uncertainty throughout 2024 has been identified as an

indication of impairment of the Company’s investment carrying value. Therefore, a full impairment assessment

has been performed.

The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks

associated with the assets and discounts these using a pre-tax rate of 13.1% (2023: 10.8%). The discount rate

used is consistent with the Group’s weighted average cost of capital.

The key assumptions used in calculating VIU are revenue growth, margin, adjusted

EBITDA growth, discount rate

and the terminal growth rate. These have been derived from a combination of experience and management’s

expectations of future growth rates in the business. The Group has used the three-year plan forecast to 2027 for

the first three years of the calculation and applied a terminal growth rate of 2.0% (2023: 2.5%) adjusted for an 18%

EBITDA miss in each of the years. This timescale and the terminal growth rate are both considered appropriate

given the nature of the Group’s revenue. The three-year plan forecast to 2027 has been prepared brand by

brand on a bottom-up basis with a focus on growing revenue, and conversely which areas of the business will

be de-prioritised. Overall the three-year plan forecast to 2027 assumes continued profit growth reflecting top line

expansion in key brands, while managing the impact of projected inflationary pressures.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024117

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

13. Investments continued

As a result of the impairment assessment, an impairment of £21,255,000 has been identified and recognised in

the Company’s statement of comprehensive income. The remaining balance is supported by the underlying

trade of the Group.

Sensitivities are applied to each of the key assumptions and variables in isolation and in combination. As

required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes

in the assumptions.

Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to:

I. apply a 10% reduction to base case forecast adjusted

EBITDA in each year of the modelled cash flows. This

would result in an impairment of £26,545,000.

II. apply a 2.5 percentage point increase in discount rate from 13.1% to 15.6%. This would result in an

impairment of £29,992,000.

III. reduce the terminal value growth rate from 2.0% to 1.0%. This would result in impairment of £24,172,000.

IV. apply a combination of the above changes. This would result in an impairment of £35,906,000.

The reduction of £286,000 related to share-based payment credits recharged to the Company’s subsidiaries

in the current year due to forfeitures and lower vesting estimates. Additions of £552,000 in the prior year

related to capital contributions for share-based payments recharged to the Company’s subsidiaries.

The Group liquidated the following subsidiary during the current year:

Name

Proportion of

ordinary shares

and voting rights

held (%) Principal activities Country of incorporation Date of closure

Market Makers Incorporated Limited 100 Dormant United Kingdom 14 January 2024

At 31 December 2024, the Group has control over the following subsidiaries:

Name

Proportion of

ordinary shares

and voting rights

held (%) Principal activities

Country of

incorporation

Centaur Communications Limited

100 Holding company and agency services United Kingdom

Centaur Media USA Inc.

100 Digital information services United States

E-consultancy LLC

100 Holding company United States

Centaur Communications Holdings Limited

(formerly E-consultancy.com Limited)

100 Digital information services United Kingdom

TheLawyer.com Limited 100 Digital information services United Kingdom

Xeim Limited 100 Digital information services United Kingdom

1 Directly owned by Centaur Media Plc.

2 Registered address is 244 Fifth Avenue, Suite 1297, New York, NY 10001, USA. Functional currency is USD.

The registered address of all subsidiary companies, except for those identified above, is 10 York Road, London,

SE1 7ND, United Kingdom. The functional currency of all subsidiaries is GBP except for those identified above.

The consolidated financial statements incorporate the financial statements of all entities controlled by the

Company at 31 December 2024.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024118

FINANCIAL STATEMENTS

Notes to the Financial Statements continued

14. Deferred tax

The movement on the deferred tax account for the Group is shown below:

Accelerated

capital

allowances

£’000

Other

temporary

differences

£’000

Tax

losses

£’000

Total

£’000

Net asset at 1 January 2023 280 683 690 1,653

Adjustments in respect of prior periods (115) (1) 1,872 1,756

Recognised in the consolidated statement of

comprehensive income

(396) 173 (948) (1,171)

Recognised in the consolidated statement of

changes in equity

– (292) – (292)

Net asset at 31 December 2023 (231) 563 1,614 1,946

Adjustments in respect of prior periods 41 (1) (6) 34

Recognised in the consolidated statement of

comprehensive income

(70) (359) (498) (927)

Recognised in the consolidated statement of

changes in equity

– (60) – (60)

Net asset at 31 December 2024 (260) 143 1,110 993

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is

an intention to settle the balances net.

2024

£’000

2023

£’000

Deferred tax assets 1,253 2,177

Deferred tax liabilities (260) (231)

993 1,946

At the year end, the Group has unused tax losses of £4,438,000 (2023: £6,454,000) available for offset against

future profits. A deferred tax asset of £1,110,000 (2023: £1,614,000) has been recognised in respect of £4,438,000

(2023: £6,454,000) of such tax losses.

The Group has concluded that the deferred tax asset will be recoverable using the estimated future taxable

profit based on the three-year plan forecast to 2027. This forecast was used in the impairment assessments

performed for goodwill and investments. Refer to notes 10 and 13 for further details. The Group generated

taxable profits in 2024 and is expected to continue to generate taxable profits from 2025 onwards. The losses

can be carried forward indefinitely and have no expiry date as long as the companies that have the losses

continue to trade.

The Company has deferred tax assets on share options under long-term incentive plans and unused tax

losses totalling £844,000 at 31 December 2024 (2023: £1,082,000).

Deferred tax assets and liabilities are expected to be materially utilised after 12 months.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024119

FINANCIAL STATEMENTS

15. Trade and other receivables

Note

2024

Group

£’000

2023

Group

£’000

2024

Company

£’000

2023

Company

£’000

Amounts falling due within one year

Trade receivables 26 2,827 3,744 – –

Less: expected credit loss 26 (97) (188) – –

Trade receivables – net 2,730 3,556 – –

Other receivables 255 126 20 23

Prepayments 1,189 1,107 107 113

Accrued income 479 300 – –

4,653 5,089 127 136

2024

Group

£’000

2023

Group

£’000

2024

Company

£’000

2023

Company

£’000

Amounts falling due after one year

Other receivables 4 166 4 4

Receivable from Employee Benefit Trust – – – 875

4 166 4 879

The receivable from Employee Benefit Trust was unsecured, had no fixed due date and did not bear interest.

Other receivables falling due within one year include £162,000 (2023: £162,000 falling due after one year) in

relation to a deposit on the London property lease which is fully refundable at the end of the lease term.

16. Cash and cash equivalents

2024

Group

£’000

2023

Group

£’000

Cash at bank and in hand 928 1,996

The Company had no cash and cash equivalents at 31 December 2024 (2023: £nil).

17. Short-term deposits

2024

Group

£’000

2023

Group

£’000

Short-term deposits 8,000 7,500

The fixed term for these deposits is four months (2023: four months). Interest for these short-term deposits is

paid on maturity. Refer to note 6 for further detail.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024120

FINANCIAL STATEMENTS

18. Trade and other payables

2024

Group

£’000

2023

Group

£’000

2024

Company

£’000

2023

Company

£’000

Trade payables 315 1,198 – –

Payables to subsidiaries – – 14,303 49,056

Accruals 5,185 5,713 1,004 988

Social security and other taxes 592 1,003 – –

Other payables 585 675 3 3

6,677 8,589 15,310 50,047

2024

Group

£’000

2023

Group

£’000

2024

Company

£’000

2023

Company

£’000

Amounts falling due after one year

Payable from Employee Benefit Trust – – 4 –

– – 4 –

Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate

of 6.95% (2023: 7.44%).

The Directors consider that the carrying amount of the trade payables approximates their fair value.

19. Lease liabilities

The lease liability reflected below relates to a property lease, for which a corresponding right-of-use (‘ROU’)

asset is held on the consolidated statement of financial position within property, plant and equipment and

detailed in note 12.

2024

Group

£’000

2023

Group

£’000

At 1 January 1,977 –

Addition of lease liability – 2,861

Interest expense 55 89

Cash outflow – lease payments (1,007) (973)

At 31 December 1,025 1,977

Current 1,025 952

Non-current – 1,025

At 31 December 1,025 1,977

The Group had one lease agreement in place during the current and prior year. In prior year, a new lease

agreement was entered into with a commencement date of 1 January 2023, and therefore a lease liability

and corresponding ROU asset was recognised on 1 January 2023. This lease has a term of three years until 31

December 2025, with lease payments/cash outflows of £973,000 for the first year of the lease term, increasing

by 3.5% annually thereafter.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024121

FINANCIAL STATEMENTS

20. Deferred income

2024

Group

£’000

2023

Group

£’000

Deferred income 8,205 8,352

Deferred income arises on contracts with customers where revenue recognition criteria has not yet been

met. See note 1(d) for further details. During the year ended 31 December 2024, £8,337,000 (2023: £8,824,000)

of the deferred income balance of £8,352,000 at 31 December 2023 (£8,885,000 at 31 December 2022) was

recognised as revenue in the consolidated statement of comprehensive income.

21. Current tax assets

2024

Group

£’000

2023

Group

£’000

Corporation tax receivables 36 379

The Company had no corporation tax receivables or payables at 31 December 2024 (2023: £nil).

22. Equity

Ordinary shares of 10 pence each

Nominal

value

£’000

Number

of shares

Authorised share capital – Group and Company

At 1 January 2023, 31 December 2023 and 31 December 2024 20,000 200,000,000

Issued and fully paid share capital – Group and Company

At 1 January 2023, 31 December 2023 and 31 December 2024 15,141 151,410,226

Deferred shares reserve

The deferred shares reserve represents 800,000 (2023: 800,000) deferred shares of 10 pence each, which carry

restricted voting rights and have no right to receive a dividend payment in respect of any financial year.

Reserve for shares to be issued

The reserve for shares to be issued is in respect of equity-settled share-based payment plans. The movements

in the reserve for shares to be issued represent the total charges / (credits) for the year relating to equity-

settled share-based payment transactions with employees as accounted for under IFRS 2 less transfers from

this reserve to retained earnings for shares exercised or lapsed during the year.

Own shares reserve

The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit

Trust. At 31 December 2024, 4,044,278 (2023: 1,878,628) 10p ordinary shares are held in the Employee Benefit

Trust and no shares are held in treasury (2023: 4,550,179 10p ordinary shares).

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024122

FINANCIAL STATEMENTS

22. Equity continued

During 2024, 4,550,179 shares were transferred out of treasury to the Employee Benefit Trust in order to meet

future obligations arising from share-based rewards to employees. The shares were transferred from treasury

at the historical weighted average cost of £4,135,000 (90.9p per share) and acquired by the Employee Benefit

Trust at the market value of £1,501,000 (33.0p per share). The difference between the historical weighted

average cost and the market value of £2,634,000 has been eliminated on consolidation.

The Employee Benefit Trust issued 2,384,529 (2023: 1,887,510) shares to meet obligations arising from share-

based rewards to employees that had vested and were exercised in the current year (2023: vested and

exercised in 2023). The shares were issued at a historical weighted average cost of 40.3 pence (2023: 67.6

pence) per share. The total cost of £960,000 (2023: £1,276,000) has been recognised as a reduction in the own

shares reserve in other reserves in equity.

During the prior year, the Employee Benefit Trust purchased 653,354 ordinary shares in order to meet future

obligations arising from share-based rewards to employees. The shares were acquired at an average price of

49.4p per share. The total cost of £322,000 has been recognised in the own shares reserve in equity.

23. Share-based payments

The Group’s share-based payment (credit) / expense for the year:

2024

£’000

2023

£’000

Share-based payment (credit) / expense (419) 1,095

The share-based payment (credit) / expense is presented as an adjusting item in note 4 (see note

1(b) for further information) and is included in net operating expenses in the consolidated statement of

comprehensive income.

The Group’s share-based payment plans are equity-settled upon vesting.

The share-based payment (credit) / expense includes social security contributions which are settled in cash

upon exercise. £130,000 was credited to the consolidated statement of comprehensive income in relation

to employer’s NI on share-based payment plans (2023: £146,000 expense) and included in accruals on the

consolidated statement of financial position.

The credit in the current year is predominately due to forfeitures relating to leavers and lower future vesting

estimates. The movement in the Company’s share price and the later timing of the 2024 LTIP issuance have

also contributed to the credit.

Long-Term Incentive Plan

The Group operates a Long-Term Incentive Plan (‘LTIP’) for Executive Directors and selected senior

management. This is an existing incentive policy and was approved by shareholders at the 2016 AGM. Full

details on how the plan operates are included in the Remuneration Report.

During the year LTIP awards were granted to Executive Directors and selected senior management. Details of

the performance conditions of these awards are disclosed in the Remuneration Report.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024123

FINANCIAL STATEMENTS

23. Share-based payments continued

A reconciliation of the movements in LTIP awards is shown below.

2024 2023

Number of awards

At 1 January 7,592,527 7,334,737

Granted 4,594,478 2,579,381

Exercised (2,384,529) (1,887,510)

Forfeited (3,070,526) (434,081)

Expired (51,266) –

At 31 December 6,680,684 7,592,527

Exercisable at 31 December – –

Weighted average share price at date of exercise (pence) 36.89 37.44

The awards granted during the year were priced using the following models and inputs:

Grant date 22.03.2024 09.05.2024

Share price at grant date (pence) 39.50 41.00

Weighted average fair value of options (pence) 19.43 20.19

Vesting date 22.03.2027 22.03.2027

Exercise price (pence) – –

Expected volatility (%) 24.00 30.39

Expected dividend yield (%) – –

Risk free interest rate (%) 4.08 4.30

Valuation model used Stochastic Stochastic

1 Except for LTIPs issued to Executive Directors with a vesting date of 09.05.2027.

Options exercised during the year related to the 2021 LTIP awards that vested during the year (2023: 2020 LTIP

awards).

Options forfeited during the year were due to the participants leaving before the vesting date of the options.

Options that expired during the year were not exercised by participants before the expiration date and hence

lapsed (2023: nil).

The share awards outstanding at 31 December 2024 had a weighted average exercise price of £nil (2023: £nil)

and a weighted remaining life of 1.4 years (2023: 1.2 years).

Deferred Share Bonus Plan

The Deferred Share Bonus Plan (‘DSBP’) was approved by the Board in May 2022 and applies to Executive

Directors. Under the plan, the portion of their annual bonus greater than 75% of basic salary is deferred in

accordance with the Group’s remuneration policy into awards in Centaur Media Plc shares. Awards under

the DSBP are not subject to further performance conditions and vest after three years, subject to continued

employment. Dividend equivalents may be awarded in respect of the DSBP awards on vesting. Further details

on how the plan operates is included in the Remuneration Report.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024124

FINANCIAL STATEMENTS

23. Share-based payments continued

A reconciliation of the movements in DSBP awards is shown below.

2024 2023

Number of awards

At 1 January and 31 December 60,593 60,593

Exercisable at 31 December – –

Weighted average share price at date of exercise (pence) – –

No options were granted during the current and prior year. In May 2022, 60,593 shares were awarded to

Executive Directors under the DSBP, representing the portion of the 2021 bonus to Executive Directors greater

than 75% of their basic salary.

No options were exercised, forfeited or expired during the current and prior year.

The share awards outstanding at 31 December 2024 had a weighted average exercise price of £nil (2023: £nil)

and a weighted remaining life of 0.2 years (2023: 1.2 years).

Share Incentive Plan

The Centaur Media Plc Share Incentive Plan (the ‘SIP’) is an HMRC approved Tax-Advantaged plan, which

provides employees with the opportunity to purchase shares in the Company. This plan is open to all

employees who have been employed by the Group for more than three months. Employees may invest up to

£1,800 per annum (or 10% of their salary if less) in ordinary shares in the Company, which are held in trust. The

shares are purchased in open market and are held in trust for each employee. The shares can be withdrawn

with tax paid at any time, or tax-free after five years. The Group matches the contribution with a ratio of one

share for every two purchased. Other than continuing employment, there are no other performance conditions

attached to the plan.

The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of the Group.

2024 2023

Number of matching shares

Outstanding at 1 January 90,283 75,908

Awarded 27,839 19,752

Forfeited (1,378) (4,941)

Sold (1,865) (436)

Outstanding at 31 December 114,879 90,283

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024125

FINANCIAL STATEMENTS

24. Dividends

2024

£’000

2023

£’000

Equity dividends

Special dividend for 2022: 3.0 pence per 10 pence ordinary share – 4,312

Special dividend for 2022: 2.0 pence per 10 pence ordinary share – 2,875

Final dividend for 2022: 0.6 pence per 10 pence ordinary share – 859

Interim dividend for 2023: 0.6 pence per 10 pence ordinary share – 870

Final dividend for 2023: 1.2 pence per 10 pence ordinary share 1,743 –

Interim dividend for 2024: 0.6 pence per 10 pence ordinary share 884 –

2,627 8,916

An interim dividend for the six months ended 30 June 2024 of £884,000 (0.6 pence per ordinary share) was

paid on 25 October 2024 to all ordinary shareholders on the register as at close of business on 11 October 2024.

A final dividend for the year ended 31 December 2024 of £1,768,000 (1.2 pence per ordinary share) is proposed

by the Directors and, subject to shareholder approval at the Annual General Meeting, will be paid on 23 May

2025 to all ordinary shareholders on the register at the close of business on 9 May 2025.

The interim and final dividends together resulted in a total dividend pertaining to 2023 of £2,613,000.

During the current year, the Company received a dividend of £40,000,000 from Centaur Communications

Limited. No dividends were received in the prior year.

25. Notes to the cash flow statement

Reconciliation of (loss) / profit for the year to cash generated from operating activities:

Note

2024

Group

£’000

2023

Group

£’000

2024

Company

£’000

2023

Company

£’000

(Loss) / profit for the year (9,586) 4,850 15,904 (4,521)

Adjustments for:

Taxation charge / (credit) 7 1,045 785 (900) (1,871)

Finance income 6 (318) (266) – –

Finance costs 6 150 245 1,064 3,538

Depreciation of property, plant and equipment 12 1,084 1,133 – –

Amortisation of intangible assets 11 1,124 1,009 – –

Impairment of goodwill 10 12,025 – – –

(Gain) / loss on disposal of assets 4,11 (44) 56 – –

Impairment of investment 13 – – 21,255 –

Share-based payment (credit) / expense 23 (419) 1,095 (143) 534

Unrealised foreign exchange differences (14) 29 – –

Changes in working capital:

Decrease in trade and other receivables 583 25 881 311

(Decrease) / increase in trade and other payables (1,537) (1,125) (35,282) 11,094

Decrease in deferred income (147) (533) – –

Cash generated from operating activities 3,946 7,303 2,779 9,085

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024126

FINANCIAL STATEMENTS

25. Notes to the cash flow statement continued

Reconciliation of movements of liabilities and associated assets to cash flows arising from financing activities:

Note

Group and

Company

Net borrowings

£’000

Group

Lease

liability

£’000

At 1 January 2023 58 –

Changes from financing cash flows:

Finance costs paid 6 73 –

Extension fee on revolving credit facility 26 20 –

Repayment of obligations under finance leases 19 – 973

93 973

Other changes:

Finance costs 6 (106) (89)

Addition of lease liability 19 – (2,861)

Extension fee on revolving credit facility 26 (20) –

(126) (2,950)

Balance at 31 December 2023 25 (1,977)

Changes from financing cash flows:

Finance costs paid 6 71 –

Extension fee on revolving credit facility 26 20 –

Repayment of obligations under finance leases 19 – 1,007

91 1,007

Other changes:

Finance costs 6 (94) (55)

(94) (55)

Balance at 31 December 2024 22 (1,025)

Net borrowings is comprised of a loan arrangement fee debtor of £25,000 (2023: £28,000) presented within

other receivables and a commitment fee creditor of £3,000 presented within other payables (2023: £3,000).

The movements of this asset and liability together give rise to cash flows from financing activities relating to

the £10m revolving credit facility.

26. Financial instruments and financial risk management

Financial risk management

The Board has overall responsibility for the determination of the Group’s risk management policies. The Board

receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of policies

and processes put in place to manage risk. The Board sets policies that reduce risk as far as possible without

unduly affecting the operating effectiveness of the Group.

The Group’s activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity risk,

capital risk and currency risk. Of these, credit risk and liquidity risk are considered the most significant. This note

presents information about the Group’s exposure to each of the above risks.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024127

FINANCIAL STATEMENTS

26. Financial instruments and financial risk management continued

Categories of financial instruments

Details of the material accounting policies and methods adopted, including the criteria for recognition, the

basis of measurement and the basis on which income and expenses are recognised in respect of each class

of financial asset, financial liability and equity instrument are disclosed in note 1(m). All financial assets and

liabilities are measured at amortised cost.

Note

2024

£’000

2023

£’000

Financial assets

Cash and cash equivalents 16 928 1,996

Short-term deposits 17 8,000 7,500

Trade receivables – net 15 2,730 3,556

Other receivables 15 259 292

11,917 13,344

Financial liabilities

Lease liability 19 1,025 1,977

Trade payables 18 315 1,198

Accruals 18 5,185 5,713

Other payables 18 585 675

7,110 9,563

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial

loss to the Group. The carrying amount of financial assets recorded in the financial statements, which is net

of impairment losses, represents the Group’s maximum exposure to credit risk in relation to financial assets.

Credit risk is managed on a Group basis. The Group does not consider that it is subject to any significant

concentrations of credit risk.

Trade receivables

Trade receivables consist of a large number of customers, of varying sizes and spread across diverse

industries and geographies. The Group does not have significant exposure to credit risk in relation to any single

counterparty or group of counterparties having similar characteristics. The Group’s exposure to credit risk is

influenced predominantly by the circumstances of individual customers as opposed to industry or geographic

trends.

The business assesses the credit quality of customers based on their financial position, past experience and

other qualitative and quantitative factors. The Group’s policy requires customers to pay in accordance with

agreed payment terms, which are generally 30 days from the date of invoice. Under normal trading conditions,

the Group is exposed to relatively low levels of risk and potential losses are mitigated as a result of a diversified

customer base and the requirement for events and certain premium content subscription invoices to be paid

in advance of service delivery.

The credit control function within the Group’s finance department monitors the outstanding debts of the

Group and trade receivable balances are analysed by the age and value of outstanding balances.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024128

FINANCIAL STATEMENTS

26. Financial instruments and financial risk management continued

Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with

a charge taken through the consolidated statement of comprehensive income. The Group also records an

allowance for the lifetime expected credit loss on its trade receivables balances under the simplified approach

as mandated by IFRS 9. The impairment model for trade receivables, under IFRS 9, requires the recognition of

impairment provisions based on expected lifetime credit losses rather than only incurred ones. All balances

are reviewed with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to

note 1(m)(ii) for further details on the approach to allowance for expected credit losses on trade receivables.

The allowance for expected lifetime credit losses, and changes to it, are taken through administrative

expenses in the consolidated statement of comprehensive income.

The ageing of trade receivables according to their original due date is detailed below:

2024

Gross

£’000

2024

Provision

£’000

2023

Gross

£’000

2023

Provision

£’000

Not due 1,973 (5) 2,656 (4)

0-30 days past due 437 (3) 390 (2)

31-60 days past due 60 (1) 138 (2)

61-90 days past due 39 (1) 82 (2)

Over 90 days past due 318 (87) 478 (178)

2,827 (97) 3,744 (188)

In making the assessment that unprovided trade receivables are not impaired, the Directors have considered

the quantum of gross trade receivables which relate to amounts not yet included in income, including

amounts in deferred income and amounts relating to VAT. The credit quality of trade receivables not impaired

has been assessed as acceptable.

The movement in the allowance for expected credit losses on trade receivables is detailed below:

2024

Continuing

Group

£’000

2024

Discontinued

Group

£’000

2024

Total

Group

£’000

2023

Continuing

Group

£’000

2023

Discontinued

Group

£’000

2023

Total

Group

£’000

Balance at 1 January 127 61 188 405 132 537

Utilised (111) (61) (172) (167) (66) (233)

Additional provision charged to the

statement of comprehensive income

81 – 81 – – –

Release – – – (106) (5) (111)

Exchange differences – – – (5) – (5)

Balance at 31 December 97 – 97 127 61 188

The Group’s policy requires customers to pay in accordance with agreed payment terms which are

generally 30 days from the date of invoice or in the case of live events related revenue no less than 30 days

before the event. All credit and recovery risk associated with trade receivables has been provided for in the

consolidated statement of financial position. The Group’s policy for recognising an impairment loss is given in

note 1(m)(ii). Impairment losses are taken through administrative expenses in the consolidated statement of

comprehensive income.

The Directors consider the carrying value of trade and other receivables approximates to their fair value.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024129

FINANCIAL STATEMENTS

26. Financial instruments and financial risk management continued

Cash and cash equivalents and short-term deposits

Banks and financial institutions are independently rated by credit rating agencies. We choose only to deal with

those with a minimum ‘A’ rating. We determine the credit quality for cash and cash equivalents and short-

term deposits to be strong.

Other receivables

Other receivables are neither past due nor impaired. These are primarily made up of sundry receivables,

including employee-related debtors and receivables in respect of distribution arrangements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The

Group manages liquidity risk by maintaining adequate reserves and working capital credit facilities, and by

continuously monitoring forecast and actual cash flows. Since March 2021, the Group has had a multi-currency

revolving credit facility with NatWest. The facility consists of a committed £10m facility and an additional

uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and

general corporate needs. In February 2024, the Group took the option to extend the facility for one year and the

facility now runs to 31 March 2026. As at 31 December 2024, the Group had cash of £928,000 (2023: £1,996,000)

and short-term deposits of £8,000,000 (2023: £7,500,000) with a full undrawn loan facility of £25,000,000 (2023:

full undrawn loan facility of £25,000,000).

The following tables detail the financial maturity for the Group’s financial liabilities:

Book

value

£’000

Fair

value

£’000

Less than

1 year

£’000

2–5

years

£’000

At 31 December 2024

Financial liabilities

Interest bearing 1,025 1,025 1,025 –

Non-interest bearing 6,085 6,085 6,085 –

7,110 7,110 7,110 –

At 31 December 2023

Financial liabilities

Interest bearing 1,977 1,977 952 1,025

Non-interest bearing 7,586 7,586 7,586 –

9,563 9,563 8,538 1,025

The Directors consider that book value is materially equal to fair value.

The book value of primary financial instruments approximates to fair value where the instrument is on a short

maturity or where they bear interest at rates that approximate to the market.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024130

FINANCIAL STATEMENTS

26. Financial instruments and financial risk management continued

The following table details the level of fair value hierarchy for the Group’s financial assets and liabilities:

Financial Assets Financial Liabilities

Level 1 Level 3

Cash and cash equivalents Lease liabilities

Short-term deposits Trade payables

Level 3 Accruals

Trade receivables – net Other payables

Other receivables Borrowings*

* Borrowings are purely in relation to the Group’s revolving credit facility which is discussed above. The amount drawn down from this facility

at 31 December 2024 was £nil (2023: £nil).

All trade and other payables are due for payment in one year or less, or on demand.

Interest rate risk

The Group’s financial assets are not significant interest-bearing assets. The Group is exposed to interest rate

risk when it borrows funds at floating interest rates through its revolving credit facility. Borrowings issued at

variable rates expose the Group to cash flow interest rate risk. The Group evaluates its risk appetite towards

interest rate risks regularly to manage interest rate risk in relation to its revolving credit facility if deemed

necessary.

The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2024

the only floating rate to which the Group was exposed was SONIA. The Group’s exposure to interest rates on

financial assets and financial liabilities is detailed in the liquidity risk section of this note.

Interest rate sensitivity

The Group has not drawn down from its revolving credit facility in the current year or prior year therefore a

sensitivity analysis has not been performed.

Capital risk

The Group manages its capital to ensure that all entities in the Group will be able to continue as a going

concern while maximising return to shareholders, as well as sustaining the future development of the business.

The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 16),

short-term deposits (note 17) and equity attributable to the owners of the parent, comprising issued share

capital (note 22), other reserves and retained earnings. The Board also considers the levels of own shares held

for employee share plans and the ability to issue new shares for acquisitions, in managing capital risk in the

business.

Since March 2021, the Group has benefited from its banking facility with NatWest, which featured a committed

£10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the

Group’s working capital and general corporate needs. In February 2024, the Group took the option to extend

the facility for one year and the facility now runs to 31 March 2026. Interest is calculated on SONIA plus a

margin dependent on the Group’s net leverage position, which is re-measured quarterly in line with covenant

testing. The Group’s borrowings are subject to financial covenants tested quarterly. The principal financial

covenants under the facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and the ratio of EBITDA

to net finance charges shall not be less than 4:1. At no point during the current year or prior year did the Group

breach its covenants.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024131

FINANCIAL STATEMENTS

26. Financial instruments and financial risk management continued

Currency risk

Substantially all the Group’s net assets are in the United Kingdom. Most of the revenue and profits are

generated in the United Kingdom and consequently foreign exchange risk is limited. The Group continues to

monitor its exposure to currency risk, particularly as the business expands into overseas territories such as

North America, however the results of the Group are not currently considered to be sensitive to movements in

currency rates.

27. Pension schemes

The Group contributes to individual and collective money purchase pension schemes in respect of Directors

and employees once they have completed the requisite period of service. The charge for the year in respect of

these defined contribution schemes is shown in note 5. Included within other payables is an amount of £91,000

(2023: £90,000) payable in respect of the money purchase pension schemes.

28. Capital commitments

At 31 December 2024, the Group has no capital commitments (2023: £nil).

29. Related party transactions

Group

Key management compensation is disclosed in note 5. There were no other material related party

transactions for the Group in the current or prior year.

Company

The Company had the following transactions with subsidiaries and related parties during the year.

i) Interest

During the year, interest was recharged from subsidiary companies as follows:

2024

£’000

2023

£’000

Net interest payable 969 3,432

There were no borrowings at the end of the year (2023: £nil).

The balances outstanding with subsidiary companies are disclosed in note 18.

ii) Dividends

During the current year, the Company received a dividend of £40,000,000 from its subsidiary, Centaur

Communications Limited. No dividends were received in the prior year.

iii) Employee Benefit Trust

The assets and liabilities of the Employee Benefit Trust are comprised in the consolidated statement of

financial position. Transactions between the Employee Benefit Trust and the Company are detailed in notes 22

and 23. Details of the Company’s payable from the Employee Benefit Trust is in note 18.

There were no other material related party transactions for the Company in the current or prior year.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024132

FINANCIAL STATEMENTS

29. Related party transactions continued

Audit exemption

For the year ended 31 December 2024, the Company has provided a guarantee pursuant to sections 479A-C

of Companies Act 2006 over the liabilities of the following subsidiaries and, as such, they are exempt from the

requirements of the Act relating to the audit of individual financial statements, or preparation of individual

financial statements, as appropriate, for this financial year. No provision has been recognised in the Company

relating to this guarantee as the subsidiaries are all in a net asset position and hence management consider

there is only a remote chance of the Company being required to make payments under the guarantee.

Name

Company

number

Outstanding

liabilities

£’000

Centaur Communications Limited 01595235 14,836

Centaur Communications Holdings Limited 04047149 204

TheLawyer.com Limited 11491880 3,435

Xeim Limited 05243851 6,846

See note 13 for changes to subsidiary holdings during the year.

30 Events after the reporting date

No material events have occurred after the reporting date.

Notes to the Financial Statements continued

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024133

FINANCIAL STATEMENTS

STRATEGIC REPORT

In this section

Five Year Record (Unaudited) 135

Directors, Advisers and Other Corporate Information 136

Other Information

134 Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024

Five Year Record (Unaudited)

2020* 2021* 2022* 2023 2024

Revenue (£m) 32.4 39.1 38.4 37.3 35.1

Operating (loss) / profit (£m) (2.3) 1.6 3.5 6.1 (8.7)

Adjusted operating (loss) / profit (£m) – 3.2 4.9 7.6 3.7

Adjusted operating (loss) / profit margin – 8% 13% 20% 10%

(Loss) / profit before tax (£m) (2.6) 1.4 3.5 6.1 (8.5)

Adjusted (loss) / profit before tax (£m) (0.3) 3.0 4.9 7.6 3.9

Adjusted diluted EPS (pence) 0.3 1.9 2.5 4.2 1.9

Ordinary dividend per share (pence) 0.5 1.0 1.1 1.8 1.8

Special dividend per share (pence) – – 5.0 – –

Net operating cash flow (£m) 2.1 9.5 8.4 5.8 4.1

Average permanent headcount (FTE) 282 264 237 233 210

Revenue per head (£’000) 115 148 162 160 167

Revenue from continuing operations by type

Re-presented

2020*

£m

Re-presented

2021*

£m

Re-presented

2022*

£m

Re-presented

2023

£m

2024

£m

Premium Content 13.2 12.9 14.7 15.2 14.5

Learning and Development 5.3 8.8 9.4 10.1 10.7

Advisory 3.2 3.8 5.0 4.7 2.9

Marketing Services 2.9 3.3 – – –

Events 2.5 3.8 4.6 3.9 4.1

Other revenue 5.3 6.5 4.7 3.4 2.9

32.4 39.1 38.4 37.3 35.1

1 2020-2023 have been re-presented to reflect the disclosure of revenue by type in note 2. See note 1(a) and 2 for further information on the

re-presentation.

Other

2020*

£m

2021*

£m

2022*

£m

2023

£m

2024

£m

Goodwill and other intangible assets 46.1 44.2 43.8 44.7 32.6

Other assets and liabilities (7.2) (10.2) (11.0) (9.1) (9.0)

Net assets before net cash 38.9 34.0 32.8 35.6 23.6

Net cash 8.3 13.1 16.0 9.5 8.9

Total equity 47.2 47.1 48.8 45.1 32.5

* 2020–2021 have not been re-presented with regards to discontinued operations relating to the closure of the Really B2B and Design Week

brands in 2023. 2022 was re-presented for discontinued operations in line with the comparatives disclosed in the 2023 financial statements.

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024135

OTHER INFORMATION

Directors, Advisers and Other Corporate

Information

Company registration number

04948078

Incorporated / domiciled in

England and Wales

Registered office

10 York Road

London

SE1 7ND

United Kingdom

Directors

Colin Jones (Chair, resigned 28 October 2024)

Martin Rowland (Chair, appointed 28 October 2024,

Executive Chair, appointed 1 January 2025)

Swagatam Mukerji (Chief Executive Officer, resigned 11

December 2024)

Simon Longfield (Chief Financial Officer)

William Eccleshare

Carol Hosey

Leslie-Ann Reed

Richard Staveley (resigned 28 October 2024)

Company Secretary

Helen Silver (resigned 15 May 2024)

Ciara Galbraith (appointed 15 May 2024)

Simon Longfield (appointed 11 February 2025)

Independent Auditor

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Registrars

Share Registrars Limited

3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

External Lawyers

Dechert LLP

160 Queen Victoria Street

London

EC4V 4QQ

Brokers

Singer Capital Markets

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024136

OTHER INFORMATION

10 York Road, London SE1 7ND

www.centaurmedia.com

Centaur Media plc Annual Report and Financial Statements for the year ended 31 December 2024