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 entit