Annual Report and Financial Statements for the year ended 31 December 2021 C E N T A U R M E D I A P L C A n n u a l R e p o r t a n d F i n a n c i a l S t a t e m e n t s f o r t h e y e a r e n d e d 3 1 D e c e m b e r 2 0 2 1 Core brands Advise. Inform. Connect. Our vision We will be the ‘go to’ company in the international Marketing and Legal sectors for: • Advising businesses on how to improve their performance and returns on investment ROI; • Informing customers using data, content and insight with the provision of business intelligence products; • Offering training and advisory services through digital learning initiatives and online programmes; and • Connecting specific communities through media and events. We will build strong and lasting relationships with our customers by providing cutting-edge insight and analysis to deliver long-term sustainable returns for our shareholders. Our business Centaur is an international provider of business information, training and specialist consultancy that inspires and enables people to excel at what they do within the marketing and legal professions. Our Xeim and The Lawyer business units serve the marketing and legal sectors respectively and, across both, we offer a wide range of products and services targeted at helping our customers add value. Our reputation is based on the trust and confidence arising from a deep understanding of these sectors providing innovative products and services and we have developed a strong track record for providing our customers with market-leading insight, content, data and training. 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. This enables us to help our customers raise their aspirations and deliver better performance. Contents STRATEGIC REPORT Introduction IFC Highlights of the year 1 Chair’s Statement 2 Strategy 4 Performance: CEO Review 10 Key Performance Indicators 12 Performance: Financial Review 14 Risk Management 21 Viability Statement 26 Section 172 Statement 27 Stakeholder engagement case study 30 Environmental, Social and Governance 31 GOVERNANCE REPORT Board of Directors Executive Committee Directors’ Report Directors’ Statement on Corporate Governance Audit Committee Report Nomination Committee Report Remuneration Committee Report Statement of Directors’ Responsibilities in respect of the financial statements 31 38 39 41 45 48 49 64 FINANCIAL STATEMENTS Independent Auditor’s Report Financial Statements Notes to the Financial Statements OTHER INFORMATION Five Year Record Directors, Advisers and Other Corporate Information 65 69 76 116 IBC Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Highlights of the year Flagship 4 Financial highlights Revenue from continuing operations £39.1m Adjusted1 EBITDA £6.4m (16% margin) Cash £13.1m Adjusted1 diluted EPS 1.9p 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 £39.1m £32.4m 00% 16% 12% £13.1m 1.9p £8.3m 0.3p Strategic and operational highlights • Resilient performance against the backdrop of the Covid pandemic and the business remains on track to deliver on its MAP23 objectives • Flagship 4 brands continued to deliver strong results, benefitting from optimised pricing, strong renewal rates and the creation of hybrid events • Developed the customer offering of our brands, including the introduction of a campaign management tool for Influencer Intelligence, blended learning for Econsultancy and further paid-for products at The Lawyer • Record cross-marketing performance of Xeim Brands, supported by Xeim Engage and Xeim Labs marketing solutions • Hybrid events at The Lawyer continued to improve in content and networking capability, leading to increased quality and size of customer • • Improved brand profile at Xeim following further investment in our marketing teams and digital marketing capabilities Increased number of, and value generated from, large blue chip international clients across Xeim • DICE, our employee engagement committee, has worked closely with employees to implement initiatives to help Centaur build a more diverse and inclusive workplace 1 See financial performance review for definition of adjusted results and alternative performance measures. www.centaurmedia.com 01 www.centaurmedia.comSTRATEGIC REPORT Chair’s statement Today, knowledge has become a key competitive advantage – meaning that the proliferation of information is greater than ever before, and the past two years have accelerated the already rapid shift to high quality digital content. For businesses, this creates challenges in understanding markets, identifying trends and developing new relationships. All of this means that our customers are looking for targeted connectivity with timely and deeper insight. We are positioning Centaur to fulfil these needs – to provide customers with insight, learning and consultancy expertise across multiple industries and focusing on two sectors with the specialist tools knowledge, bespoke solutions and connections that create advantage. In this way, we enable our clients to excel at what they do, to raise their aspirations and to deliver better performance. Performance As a result a result of the focused strategic and operational decisions taken by Centaur’s management team, 2021 saw a swift recovery in performance with a 21% growth in revenue and a sustained improvement in EBITDA margin to 16%, which contributed to the further strengthening of Centaur’s cash position to £13.1m. These results reflect a strong performance across Centaur’s unique portfolio: from our Flagship 4 brands that benefited from optimised pricing, strong renewal rates and a recovery in events, and from the Core Brands that saw record achievements in marketing solutions and revenue driven from successful hybrid events. The value of the content and networking capabilities of our brands successfully led to an improvement in quality and size of customer. Dividend and capital allocation Centaur’s robust performance during the Covid pandemic enabled us to reinstate the dividend earlier than expected and for 2021 the Board has approved a resumption of the Company’s normal dividend policy of distributing 40% of adjusted retained earnings, subject to a minimum dividend of 1.0p per share per annum. The Board has therefore proposed a final dividend for 2021 of 0.5p per ordinary share and expects to see further dividend progression as earnings permit. Strategy delivering in a time of disruption.” COLIN JONES Chair Dear Shareholder, When I last wrote to you a year ago, I expressed my confidence that Centaur had the balance sheet robustness and business momentum to make progress against its Margin Acceleration Plan (‘MAP23’) goals over the course of 2021. Our updated MAP23 strategy had just been launched in January 2021 putting the business back on track after the disruption of Covid. I am pleased to report that this confidence has proven well placed – our business performed in line with our ambitious objectives for 2021 and we remain on course to meet our MAP23 targets of over £45 million in revenue and an adjusted EBITDA margin of 23% by 2023. This performance was particularly pleasing given the ongoing Covid pandemic. Despite the easing of restrictions, the world finds itself still in the process of transitioning to a ‘new normal’. Nonetheless, our specialised brands in the legal and marketing professions operate in markets that have been characterised by change. Our ability to transform and adapt against a background of disruption over the past few years has stood Centaur in good stead. 02 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 The Company retains a healthy cash position which it intends to use to fund short-term working capital volatility and investment in new products and capabilities, while also providing the resources to explore other complementary strategic initiatives. ESG While we are making good progress in delivering the financial targets under our MAP23 strategy, another key component of our business model is to ensure that our behaviours and culture are fully aligned with best practice ESG matters. I’m therefore pleased to say we continued to reduce our carbon footprint over the course of 2021. The Board has also been impressed by the initiatives undertaken by our Diversity, Inclusion, Culture and Engagement panel (‘DICE’) to improve diversity in our promotions, recruitment and continued D&I training efforts. This will continue to be an area of focus going forward and a consideration in all our business decisions. We will also continue to operate with integrity, transparency and accountability with the Board remaining committed to the highest standards of corporate governance. More detail on our governance policies is set out from page 44. People and innovation The adaptability, expertise and exceptional commitment of our people has enabled Centaur not only to manage the challenges of the last year but also to exceed the Board’s expectations in terms of driving innovation and solutions for our customers. This has seen Econsultancy deliver blended solutions and The Lawyer launch Signal, an upgrade of its Market Reports product providing strategic insight and benchmarking capabilities. This focus on new products is crucial as the industry backdrop continues to advance and customers need more sophisticated and targeted products and solutions. We are committed to the wellbeing of our people and making a safe environment for our employees to operate the day-to-day business effectively while allowing creativity and entrepreneurship to build the business for the future. Looking ahead The excellent performance across the Group in 2021 provides a good platform for further growth in 2022. The increasing value of data-driven insight brings opportunities for expansion into new target markets, the broadening and deepening of connection networks, and a growing focus on cross- selling our products and building on their synergies. While lingering uncertainties around Covid and the macro-economic and geopolitical outlook obviously remain, we are fortunate in having a strong balance sheet which gives us the confidence to increase our investment in new products and explore other strategic initiatives. As we progress towards our MAP23 targets, I believe Centaur has the talent, strategy and financial discipline to meet the challenges and realise the opportunities that lie ahead, and we look forward to the future with confidence. Finally, but most importantly, I would like to take this opportunity to thank each and every employee for their outstanding contribution to what has been a demanding but successful year. Colin Jones Chair 15 March 2022 03 www.centaurmedia.comSTRATEGIC REPORT Strategy MAP23 Three-year plan to grow revenues to >£45m and EBITDA margin to 23% by 2023 OUR FLAGSHIP 4 An international provider of market intelligence, learning and specialist consultancy • Flagship 4 − MW Mini MBA − − − Econsultancy Influencer Intelligence The Lawyer • Core Brands • Customer focus − Sell more to existing customers − Optimise pricing − Cross-sell Xeim • Investment − Systems − People • New products − Digital subscriptions − Common technology stack − New content offerings International growth • • Control of costs 04 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Centaur is an international provider of business information, training and specialist consultancy that inspires and enables customers to excel at what they do, raise their aspirations and deliver better performance. The Group’s aim is to be the ‘go to’ company in the international marketing and legal sectors to: • Advise businesses on how to improve their performance and ROI; • Inform customers using data, content and insight with the provision of business intelligence products; • Offer training and advisory services through digital learning initiatives and online programmes; and • Connect specific communities through digital media and events. Over the past year, despite the continued impact of the Covid pandemic, the Group has performed well and remains on track to deliver on its ambitious MAP23 goals. By simplifying the business and sticking to our strategy of investing in our Flagship 4 brands – Econsultancy, Influencer Intelligence, MW Mini MBA and The Lawyer – we are continuing to expand our margin through profitable revenue growth, capitalising on Xeim and The Lawyer’s inherent synergies. Xeim Xeim takes its name from ‘Excellence In Marketing’ and its purpose is to improve the performance of marketers. The Xeim portfolio brings together the Group’s 11 marketing brands – Econsultancy, Influencer Intelligence, MW Mini MBA, Festival of Marketing, Marketing Week, Design Week, Creative Review, Really B2B, Fashion & Beauty Monitor, Oystercatchers and Foresight News – to support the marketing sector, providing our customers with the advice, intelligence and connections needed to set themselves apart from their peers. Our market-leading brands and industry experts provide insight, analysis and proprietorial content, attracting over 6 million digital contact points every month. Our cross-Xeim marketing solutions team capitalises on the synergies of these brands to help create integrated solutions for customers. The Lawyer In The Lawyer, Centaur owns the most trusted brand for the UK legal profession and a leading provider of intelligence to the global legal market, delivered via a scalable digital platform. The Lawyer has built on its 35-year heritage of delivering incisive, cutting-edge analysis of the UK legal market, continuing to broaden its offering to develop a much more international business providing market intelligence to the world’s largest law firms. The Lawyer counts 90% of the top 50 UK and 50 US law firms in London among its corporate subscribers. 05 www.centaurmedia.comSTRATEGIC REPORT Strategy CONTINUED MAP23 Our strategic focus is to deliver the targets set out under MAP23: raising Group Adjusted EBITDA margins to 23% by 2023 and increasing revenue to more than £45m. Our resilience during the pandemic, our organic revenue growth and increase in profitability in 2021, together with the strength of our balance sheet, evidences the progress that Centaur is making towards MAP23 and our longer-term vision. The Group intends to deliver the targets through a combination of profitable organic revenue growth and operational cost leverage. To achieve this, we will be: • Focusing investment and resource allocation on our Flagship 4 brands – the four brands which we have identified as our key growth drivers encompassing Econsultancy, Influencer Intelligence, MW Mini MBA and The Lawyer; • Delighting our customers through excellent customer service; to enterprise clients to drive up revenue per client; • Creating further opportunities for growth through Xeim’s wider portfolio of Core Brands; • Investing in marketing, building out our marketing teams to increase brand profile and sell our products to a broader range of international clients; and • • Investing in technology and continuing to develop our digital offering through new products and services; • Continuing to leverage our cost base by managing costs tightly as revenue grows. Increasing focus on cross-selling Xeim’s suite of products and services Structure Our business model is integral to how we will deliver MAP23. In 2019, we restructured Centaur making it a much simpler business consisting of Xeim and The Lawyer. We report revenue under six core revenue streams: • Premium Content comprising subscription-driven paid content services; • Marketing Services from campaign management and marketing automation; • Training and Advisory from marketing consultancy, digital learning and online training; • Events including sponsorship and delegate revenue from conferences, awards, and large-scale events; • Marketing Solutions including display and bespoke client campaigns; and • Recruitment Advertising being sector-focused. 06 06 Annual Report and Financial Statements for the year ended 31 December 2021 Centaur Media Plc The chart below shows which brands derive revenue from each category: Brand Econsultancy Influencer Intelligence MW Mini MBA Festival of Marketing Oystercatchers Premium Content Marketing Services Training and Advisory 4 4 4 4 4 Events 4 Marketing Solutions Recruitment Advertising 4 4 4 4 4 4 4 4 4 4 4 4% 13% 33% 10% Revenue 2021 32% 8% Premium Content Marketing Services Training and Advisory Events Marketing Solutions Recruitment Advertising Fashion & Beauty Monitor Marketing Week 4 4 Foresight News 4 4 Creative Review/ Design Week Really B2B The Lawyer 4 4 We have been encouraged by the continued improvement in the quality of our revenue streams since the transformation of our portfolio and during the pandemic. Indeed, Covid helped us develop how we work with Xeim clients to accelerate digital marketing transformation, a service in which we are considered a thought leader. The easing of Covid restrictions, together with the focused strategic, operational and customer-centric actions taken by Centaur’s management team, has supported growth across the business, most notably in Training and Advisory, and Events revenues, which are both up by approximately 50% year-on- year. As we build our business around our customers, we have found the size of our customers grows also, as they realise the benefits of tapping into the full suite of services we provide. THE LAWYER XEIM www.centaurmedia.com 07 STRATEGIC REPORT Strategy CONTINUED International Revenue £m 1 2 0 2 0 2 0 2 37% 2.0 4.0 6.0 31% 8.0 10.0 12.0 14.0 16.0 73% of our revenue came from our valuable Premium Content, Marketing Services and Training and Advisory recurring revenue streams (2020: 76%). Revenue from outside the United Kingdom has increased to 37% of total revenues from 31% in 2020, with an increase of 43% on 2020 to £14.4m as Centaur extends its international reach. Centaur Strategy Group In 2021, we formed the Centaur Strategy Group (or CSG), which sits at the heart of our business with a remit to develop our future strategy. The CSG comprises the current and future leaders of the business and is completely focused on ensuring that we drive our customer-centric strategy and make the most of our brand synergies and cross-selling abilities, so that the portfolio works together as a streamlined unit with a common goal. The CSG’s remit is to identify and address the market opportunities on which we can capitalise in coming years. As we take the next step of our MAP23 journey in 2022, the CSG has identified six major trends: Digital learning and training for multinational customers; digital transformation of organisations; growth of the influencer market; hybrid events; subscriptions to access intelligence-based content and increased demand for bespoke paid-for content. Our portfolio To achieve our MAP23 ambitions we will continue to focus investment and resource allocation on the Flagship 4 – the four brands we consider our key drivers for revenue growth – and invest in the Core Brands that support Xeim’s growth. Across Xeim, we will be targeting to cross-sell our brands to the top 200 marketing spenders through Xeim Engage and generating increased marketing solutions revenues through Xeim Labs. Flagship 4 The Lawyer The Lawyer – the most trusted brand for the UK legal profession and a leading provider of intelligence to the global legal market delivered via a scalable digital platform. Client renewal rates and online usage performance remained strong for 2021. Following the launch of Horizon the daily digital news product in 2020, the year saw the successful introduction of a new paid-for subscription product, Signal, a re-launch of the Market Reports product. The return of live events in the fourth quarter of 2021 was successful, with strong attendee figures and sponsorship revenue above targets. This appetite and confidence from the market to return to live events means we are planning, from the second quarter of 2022 to return to a mix of virtual and live events, including The Lawyer Awards in June. Over the next two years, we will expand our Target Addressable Market in three ways: 1. by accelerating the penetration into the 51-100 UK law firms; 2. by targeting the Alternative Legal Service Providers; and 3. by expanding internationally. This will support our efforts to grow subscriptions revenues from our current products by increasing the value we deliver to the top UK and US law firms. 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. The brand has had a successful year of selling blended solutions: platform + training. Supported by a revised pricing structure, it has seen renewals improve 5 percentage points by value and enjoyed an excellent year for new business, particularly in the penetration of multinational blue chip companies. The ambition is to grow the customer base further in 2022, supported with product enhancements and investment in sales and marketing. To achieve this, the brand will look to secure more new business and continue to improve renewal rates and customer engagement. More specifically, it will develop infrastructure with an upgraded digital skills index diagnostic tool and learning management system, invest in additional digital learning content, and focus on supporting the top 200 marketing spenders with blended learning solutions. Influencer Intelligence Influencer Intelligence provides expertise and support to help customers select influencers, measure performance and manage the 08 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 • Marketing Week – for over 40 years, the most influential source of marketing information in the UK. In 2022, we will continue to generate revenue from marketing solutions, lead generation services, proprietary research and white papers; • Oystercatchers – as one of the Financial Times most highly regarded management consultancies in the UK, Oystercatchers has competitively differentiated itself by providing best in class agency pitch and business performance transformation advice to its clients; and • Really B2B – this marketing services business delivers creative campaigns, lead generation and Account Based Marketing services to drive its clients’ marketing ROI. The brand continues to generate leads and provide solutions for clients across the Xeim portfolio and the ambition is to develop this further. Delivering to our Xeim customers Understanding how the brands interact with each other enables Xeim to position and cross sell multi-brand offerings to the benefit of our customers. Xeim provides marketers with training, information and in-depth consulting services by utilising the content and expertise across the portfolio. We deliver transformational programmes for our customers by providing diagnostic tools, best practice guides, case studies, thought leadership and curated training services to support the customer need. We also deliver content-led marketing solutions and networking opportunities to enable marketers to drive awareness and generate leads and business contacts. Best practice intelligence, consultancy & training Marketers & Marketing leaders Content-led marketing solutions and networking 09 success of their marketing campaigns. The combination of our data- driven influencer marketing platform and specialist in-house analyst team helps businesses navigate the influencer and celebrity marketing landscape. Supported by a structured pricing model and campaign management tool, the year has seen improved renewal rates up 13 percentage points by value. We have also transitioned it away from SME businesses to higher value clients. Looking ahead, marketing support and an outbound sales strategy will see the brand focus its efforts on building more new business. This will see it working to significantly expand the volume of influencers on the platform. The Influencer Intelligence platform has been rated recently by the Influencer Marketing Hub, the leading social media resource for brands, agencies and influencers, 4.8 out of 5, which is one of the highest of all the platforms they have rated. MW Mini MBA Marketing Week’s Mini MBA distils the core marketing functions of a full MBA programme into an easily digestible and thoroughly engaging 12-week course prepared and moderated by Professor Mark Ritson. This year the courses reported record corporate sales for multi-seat packages and online revenues for both the Marketing and Brand courses. Since 2016, the brand has trained over 17,500 marketers and this year recorded a 98% customer satisfaction score and strong Net Promoter Scores of +75. In 2022, the brand will look to expand its online reach and traffic to new targeted markets and develop new and improved analytics to maximise conversion. In April, it will also launch a new network paid-for subscription platform that harnesses the circa 17,500 alumni providing new unique content, personal profiles, networking and social media links. Core Brands Outside the Flagship 4, our portfolio of Core Brands will continue to support Centaur’s growth and play an important role in creating opportunities for Centaur, through the cross-selling of our products and services, introducing us to a wider customer base and demonstrating the breadth of our business intelligence. These include: • Festival of Marketing – an annual thought leadership, learning and networking event that has become a leading and influential event dedicated to ambitious marketers. Having successfully held the event virtually in 2021 for a second consecutive year, we plan to offer two hybrid events in 2022, combining the networking benefits of a physical event with digital additions to address strong demand and make it accessible to a wider, global audience; www.centaurmedia.comSTRATEGIC REPORT margins to 23% by 2023, while increasing revenues to more than £45m in the same timeframe. We remain on track to deliver this. Financial Performance Over the course of the year, we took our first positive steps towards our MAP23 goals, as well as putting in place an effective organisation structure to deliver it. In 2021, Centaur reported revenues of £39.1m for the year (up 21% from 2020), and a Group Adjusted EBITDA margin of 16% (up 4 percentage points from 2020). The Group ended the year with a cash balance of £13.1m, up from £8.3m last year. I am pleased with the contribution that all our brands have made to this positive momentum over the past 12 months. Dividends The Group has proposed a final dividend for 2021 of 0.5p per ordinary share, bringing the total dividends in respect of 2021 to 1.0p per ordinary share. Operational review Centaur comprises two business units, Xeim and The Lawyer. Xeim (or ‘excellence in marketing’) forms 82% of our revenues and is focused on the marketing sector. The Lawyer is focused on the legal sector and drives the other 18%. Both sectors are undergoing significant change, driven by technological advancement, structural transformation and globalisation all of which gives Centaur a great opportunity for growth. Within these two business units, Centaur has four key brands – the Flagship 4 – which we consider our key growth drivers and where the business prioritises investment and resource allocation. The Lawyer is one of these brands, while the other three form part of the Xeim portfolio (Econsultancy, Influencer Intelligence and MW Mini MBA). The Flagship 4 is supported Performance CEO REVIEW We are confident in our MAP23 plan; the targets are ambitious and achievable and we are well-placed to capitalise on future market opportunities.” SWAG MUKERJI Chief Executive Officer Dear Shareholder, This has been another unique year for Centaur. After the challenges of 2020, Centaur entered 2021 as a strong and resilient business. During 2021, our people were brilliant and all showed great drive, energy and tenacity in serving our customers while continuing to grow our business in the uncertain economic environment. Their hard work supported 21% revenue growth and 68% adjusted EBITDA growth while cash improved 58% compared to 2020 all ahead of market consensus. In January 2021, we launched MAP23, our new strategy designed to drive profitable revenue growth. The core objectives of MAP23 are to raise Group Adjusted EBITDA A selection of our Xeim clients 10 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 by our suite of Core Brands. Over the course of 2021, we made significant progress in developing both our Flagship 4 and Core Brands. Our aim is to position each of these brands for further growth, developing cross-selling opportunities and enhancing their shared capabilities, with the ultimate aim of enabling our customers to deliver better corporate outcomes through building competitive advantage in their markets. At Econsultancy, we had success with the sale of blended learning solutions and continued to penetrate the top 200 marketing companies, winning contracts from large blue chip international companies including Unilever, Bayer, UPS and PZ Cussons. In addition to the successful growth of the core digital platform and training services, Econsultancy Live and the marketing solutions operation also performed well with positive results and impressive revenue growth compared to the prior year. Influencer Intelligence grew in momentum as the year progressed, overcoming the challenging market conditions from 2020 and in Q1 2021 to end the year with renewal rates at 84%. This was supported by our new campaign management tool which helped drive new business, 41% higher than 2020 levels. Our focus on higher value clients supported margin growth and we are well positioned to capitalise on attractive market dynamics in an industry worth $15bn. MW Mini MBA had another excellent year, with record corporate sales for multi-seat packages and online revenues for both the Marketing and Brand courses. Delegate numbers rose 44% with many of our largest sales coming directly from recurring corporate customers demonstrating the value they see in the courses. The Lawyer also performed well, with excellent corporate client renewal rates of 116% and daily usage of Horizon, the 7am daily email. This was supported by several new paid for products including Signal, which provides monthly in-depth strategic insight, benchmark data on the markets and detailed reports on the topics that matter most to law firms. In our portfolio of Core Brands, we were particularly encouraged by the performance of the Festival of Marketing. Last year’s Festival, titled ‘The Year Ahead’, was held virtually for the second consecutive year. With more than 80 speakers over the course of four days, and above-target sponsorship and delegate levels, it is well placed to return even stronger as a hybrid event for 2022. People In August 2021 Jane Wilkinson joined the Group as the new Managing Director of The Lawyer. Jane’s experience in driving revenue and margin growth across data, media, B2B and B2C businesses will ensure The Lawyer is best placed to reach its MAP23 objectives and I am delighted to have her onboard. I would also like to take this opportunity to thank Andy Baker for his significant contribution to making The Lawyer a multi- faceted subscription-based information provider with a strong digital presence and market-leading retention rates. We have also strengthened the senior management team in Centaur with the appointment of Claire Rance as Managing Director of our Core Brands, Gill Huber as Managing Partner of Oystercatchers and Juan Mejia as Marketing Director of The Lawyer as well as the promotion of Zara Paes to the role of Group Financial Controller. Looking to 2022 In 2022 our objective is to continue to drive revenue and margin growth to deliver our MAP23 strategy. To do this we will focus investment and resource allocation on our Flagship 4 brands while continuing to develop our Core Brands, increasing the emphasis on cross-selling our products and building on their synergies. We aim to achieve this despite the market headwinds of inflation and competition for talent and we will manage our margin through robust negotiation with suppliers, flexible reward structures to retain and recruit top talent and structured price rises in relation to our services to customers. We are confident in our MAP23 plan; the targets are ambitious and achievable and, with our strong balance sheet and unique portfolio of brands, we are well-placed to capitalise on future market opportunities. Centaur will continue to invest across the Flagship 4 and Core Brands portfolios to take advantage of these trends and to develop its offering for our customers. Summary To conclude, I wanted to reflect on the past two years and reiterate my thanks to everyone at Centaur for their tremendous effort and contribution to the growth of our business. As we enter 2022 Centaur is well-positioned for growth. We have a clear strategy in place and I am confident in our ability to hit our targets. Next year we will continue to advance our offering and capitalise on the many market opportunities that lie ahead of us as we continue to invest in our brands and provide the most advanced and competitive offering in the marketplace. Swag Mukerji Chief Executive Officer 15 March 2022 11 www.centaurmedia.comSTRATEGIC REPORT Centaur Media Plc Centaur Media Plc Key Performance Indicators (FINANCIAL AND NON-FINANCIAL) 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 the focus on these measures will support the successful implementation of the MAP23 strategy. These indicators are discussed in more detail in the CEO and financial reviews. Financial 1 2 0 2 0 2 0 2 (14)% 21% 1 2 0 2 0 2 0 2 16% 12% 6,786 6,951 3,938 4,813 Underlying revenue growth* Adjusted EBITDA margin* Attendance at Festival of Marketing Delegates on Mini MBA course The growth/(decline) in total revenue adjusted to exclude the impact of event timing differences, as well as the revenue contribution arising from acquired or disposed businesses. 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. Number of unique delegates attending the Festival of Marketing Number of delegates on Mini MBA and related eLearning courses in the year 1 2 0 2 0 2 0 2 0.3p 1.9p 1 2 0 2 0 2 0 2 164% 100% 90 (£12.1m) 77 (£10.4m) 152 (61%) 160 (64%) Adjusted diluted EPS* Cash conversion* Xeim customers >£50k Top 250 law firm customers Diluted earnings per share calculated using the adjusted earnings, as set out in note 9 to the financial statements. The percentage by which adjusted operating cash flow covers Adjusted EBITDA (on continuing and discontinued operations) as set out in the financial performance review. Number and value of Xeim customers that have sales in the year Number and percentage of top 200 UK law firms and top 50 US of greater than £50,000 law firms Non-Financial 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 *See definitions in Financial Review on page 20. 12 Annual Report and Financial Statements for the year ended 31 December 2021 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 Financial (14)% 21% 16% 12% Non-Financial 1 2 0 2 0 2 0 2 3,938 6,786 1 2 0 2 0 2 0 2 6,951 4,813 Underlying revenue growth* Adjusted EBITDA margin* Attendance at Festival of Marketing Delegates on Mini MBA course The growth/(decline) in total revenue adjusted to exclude the impact Adjusted EBITDA as a percentage of revenue where Adjusted of event timing differences, as well as the revenue contribution EBITDA is defined as adjusted operating profit before depreciation arising from acquired or disposed businesses. and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. Number of unique delegates attending the Festival of Marketing Number of delegates on Mini MBA and related eLearning courses in the year 1.9p 164% 0.3p 100% 1 2 0 2 0 2 0 2 90 (£12.1m) 77 (£10.4m) 1 2 0 2 0 2 0 2 152 (61%) 160 (64%) Adjusted diluted EPS* Cash conversion* Xeim customers >£50k Top 250 law firm customers Diluted earnings per share calculated using the adjusted earnings, The percentage by which adjusted operating cash flow as set out in note 9 to the financial statements. Number and value of Xeim customers that have sales in the year of greater than £50,000 Number and percentage of top 200 UK law firms and top 50 US law firms covers Adjusted EBITDA (on continuing and discontinued operations) as set out in the financial performance review. 1 2 0 2 0 2 0 2 1 2 0 2 0 2 0 2 13 www.centaurmedia.comSTRATEGIC REPORT Performance FINANCIAL REVIEW Performance Group Statutory revenue rose by £6.7m to £39.1m in 2021 – an increase of 21%. Xeim increased 23% and The Lawyer 9%. 37% (2020: 31%) of the revenue was generated from outside the UK and this year-on-year increase represented two-thirds of the total growth. We will not be renewing or taking on any new business with Russian customers during 2022, the impact of which is negligible to our results. Adjusted EBITDA increased from £3.8m to £6.4m at a margin of 16% (2020: 12%), showing promising progress towards our MAP23 targets. This improved margin was on increased revenues, demonstrating the commitment to continued cost control and profitable revenue growth following the previously completed cost savings programme. Central operating costs rose by only 3% in 2021. The Group posted an adjusted operating profit of £3.2m in the year (2020: £nil), showing an improved trading performance for the business year-on-year as a result of the operational gearing on increased revenues. The Group achieved an adjusted profit after taxation of £2.8m (2020: £0.4m). During 2021, we have increased our cash balances from £8.3m to £13.1m, mainly as a result of a focus on cash management, the increase in EBITDA, healthy cash collections from customers and working capital improvements from subscriptions growth and the timing of payments. Xeim Xeim’s revenue for 2021 was £32.1m, an increase of 23% from £26.0m in 2020, surpassing pre-Covid revenue levels of £31.4m in 2019. Premium content in 2021 fell 5% year-on-year, due mainly to the economic uncertainties posed by the global pandemic in 2020 reducing both subscription renewal and new business billings in that year. However, 2021 has seen a recovery in renewal rates and new business across both Econsultancy and Influencer Intelligence, which will lead to positive momentum on revenue in 2022. Revenue from all other streams showed year-on-year growth, most significantly in Training and Advisory and Events. Events revenue grew by 69% to £2.7m, largely driven by the move from wholly virtual events to hybrid events as some social distancing measures and restrictions were The organic revenue growth and increase in profitability in 2021 provides persuasive evidence of the progress that we are making towards our MAP23 goals.” SIMON LONGFIELD Chief Financial Officer Overview 2021 has been a year of organic growth recovery after the significant challenges posed by the pandemic. The social and governmental restrictions imposed in 2020 and the economic uncertainties faced by our customers were unprecedented. The easing of these measures, together with the focused strategic and operational actions taken by Centaur’s management team, has supported organic growth across most revenue streams, notably Training and Advisory and Events both up by approximately 50% year-on-year. Premium content was an exception to this trend, seeing revenues decline by 2% due to the downturn in renewals and new business in 2020, which has had a knock-on impact on revenues in the year. After the divestments made in 2019 and the subsequent restructuring of the business, combined with continued control over our costs, we started 2021 in a good financial position. We are pleased with the 21% growth in revenue compared to 2020, the sustained expansion in EBITDA margin and the increase in our cash balance. All of this demonstrates that we are on track to meet our MAP23 objectives. 14 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 in particular by larger take up from recurring corporate customers as well as an increase in online sales. Of our core Xeim brands, Festival of Marketing has shown significant recovery in 2021 through a series of three hybrid events resulting in a doubling of revenue year-on- year. This is in contrast with the reduced revenue in 2020 due to the move to virtual events. Really B2B and Oystercatchers saw growth in revenue of approximately 20% and the growth in revenue from Marketing Week exceeded 30%, driven by contracts for Marketing Solutions. The Lawyer Overall revenues for The Lawyer grew by 9%. Premium content revenue showed modest growth of 5%, primarily from corporate subscriptions which grew 15%. However, this was offset by a planned deferral of revenue relating to the move from the transactional Market Reports product to the Signal product on a subscription based revenue model. Without the impact of this deferral premium content revenues would have grown by over 10%. High-margin recruitment advertising revenue grew 34%, demonstrating a partial recovery from the reduction seen due to the economic uncertainty in 2020 which saw law firms delay hiring. With a move to hybrid events as social distancing measures eased, events revenue grew 22% year-on- year to £1.1m, albeit lower than revenue in 2019 when all events were face-to-face. This led to a rise in Adjusted EBITDA from £2.1m in 2020 to £2.7m in 2021. The underlying business continues to perform strongly with strong renewal rates and continued engagement by users indicating how important The Lawyer has become to leading law firms and their fee earners. Measurement and non- statutory adjustments The statutory results of the Group are presented in accordance with International Financial Reporting 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. eased in the second half of the year. Training and Advisory revenue saw strong growth of 48% on the back of continued excellent performance in eLearning revenues from the MW Mini MBA marketing and brand courses, Econsultancy and Oystercatchers. Xeim posted an Adjusted EBITDA of £6.6m for the year, an increase from £4.3m in 2020. This was predominantly driven by the increase in revenue, offset by an associated increase in cost. Xeim contains three of the Group’s Flagship 4 brands – Econsultancy, Influencer Intelligence and MW Mini MBA. After facing difficulties posed by the pandemic in the prior year, Econsultancy grew all revenue streams in 2021, with an increase of 22% in the year, resulting in revenues now exceeding pre-Covid levels. Our blended learning strategy was the main driver of new business wins at more than three times the level seen in 2020, resulting in premium content revenue from Econsultancy growing 18%. Subscription renewal rates increased to 69% (2020: 64%) and we are aiming to improve this further in 2022. Econsultancy’s training and advisory revenue also returned to growth up 22% on 2020 and winning further large digital training and consultancy contracts with blue chip international companies. Events revenue almost trebled year-on-year from the Econsultancy Live conferences held in April and November, together with Econsultancy revenue from Marketing Solutions also increasing by over 30%. Influencer Intelligence revenue reduced 15% in the year. The impact of Covid on the retail and fashion industries in 2020 and the first quarter of 2021 had reduced billings due to cautious marketing investment from core consumer-facing brand clients. However, renewal rates improved significantly from Q2 of 2021 onwards and averaged close to the historically strong rates last seen in 2019. New business also improved in 2021, up 41% on 2020. Both these increases resulted in annualised book of business growth of 3% in the year, after initially dropping by 6%; the revenue benefits will be seen in 2022. The MW Mini MBA continues to go from strength to strength, with delegate numbers up 44% year-on-year and Net Promoter Scores of +75. Revenue grew 66% from the increase in delegates and a rise in the list price. Delegate increases are being driven 15 www.centaurmedia.comSTRATEGIC REPORT Performance FINANCIAL REVIEW CONTINUED 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 review the results of the Group on an adjusted basis internally. Statutory operating profit/(loss) from continuing operations reconciles to adjusted operating profit and Adjusted EBITDA as follows: Statutory operating profit/(loss) Adjusting items: Exceptional operating costs Amortisation of acquired intangible assets Share-based payments Note 4 11 23 Loss on disposal of assets and liabilities 11,12,18 Adjusted operating profit Depreciation, amortisation and impairment 3 Adjusted EBITDA Adjusted EBITDA margin – 1.1 0.5 – 2021 £m 1.6 1.6 3.2 3.2 6.4 16% 0.2 1.5 0.5 0.1 2020 £m (2.3) 2.3 – 3.8 3.8 12% Adjusting items from continuing operations of £1.6m in the year (2020: £2.3m) are comprised as follows: Adjusting Item Description Exceptional operating costs 2021 £nil. 2020 exceptional costs of £0.2m relate primarily to staff restructuring costs following the onset of the pandemic. Amortisation of acquired intangible assets Amortisation of acquired intangible assets of £1.1m (2020: £1.5m) has fallen as certain assets have become fully amortised. Share-based payments Share-based payments of £0.5m were at a similar level (2020: £0.5m). Loss on disposal of assets and liabilities 2021 £nil. In 2020 £0.1m relates primarily to asset write-offs and disposals. Segment profit Segmental profit is reported to improve clarity around our business units’ performance and consists of gross contribution for a business unit minus specific overheads and allocations of the central support teams and overheads that are directly related to each business unit. Any costs not attributable to either Xeim or The Lawyer, remain as part of central costs. The table below shows the statutory revenue for each business unit: Xeim 2021 £m 9.0 3.3 12.6 2.7 4.2 0.3 32.1 23% The Lawyer 2021 £m 3.9 – – 1.1 0.8 1.2 7.0 9% Total 2021 £m 12.9 3.3 12.6 3.8 5.0 1.5 39.1 21% Xeim 2020 £m 9.5 2.9 8.5 1.6 3.3 0.2 26.0 The Lawyer 2020 £m 3.7 – – 0.9 0.9 0.9 6.4 Total 2020 £m 13.2 2.9 8.5 2.5 4.2 1.1 32.4 Revenue Premium Content Marketing Services Training and Advisory Events Marketing Solutions Recruitment Advertising Total statutory revenue Revenue growth 16 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 The table below reconciles the adjusted operating profit/(loss) for each segment to the Adjusted EBITDA: Revenue Operating costs Adjusted operating profit/(loss) Adjusted operating margin Depreciation, amortisation and impairment Adjusted EBITDA Adjusted EBITDA margin Xeim 2021 £m 32.1 (27.6) 4.5 14% 2.1 6.6 21% The Lawyer 2021 £m 7.0 (4.9) 2.1 30% 0.6 2.7 39% Central 2021 £m – (3.4) (3.4) 0.5 (2.9) Total 2021 £m 39.1 Xeim 2020 £m 26.0 (35.9) (24.1) 3.2 8% 3.2 6.4 16% 1.9 7% 2.4 4.3 17% The Lawyer 2020 £m 6.4 (5.0) 1.4 22% 0.7 2.1 33% Central 2020 £m – (3.3) (3.3) 0.7 (2.6) Total 2020 £m 32.4 (32.4) – 0% 3.8 3.8 12% Xeim’s telemarketing business, MarketMakers, was closed in 2020 and its results in the prior-year comparatives are not shown above but within discontinued operations. Net finance costs Net finance costs were £0.3m (2020: £0.3m). The Group held positive cash balances throughout the year and therefore in both 2021 and 2020 the vast majority of finance costs relate to the commitment fee payable for the revolving credit facility as well as interest on lease payments for right-of-use assets. Taxation A tax credit of £0.1m (2020: credit of £0.9m) has been recognised on continuing operations for the year. The adjusted tax charge was £0.1m (2020: credit of £0.6m). The Company’s profits were taxed in the UK at a blended rate of 19% (2020: 19.0%), but the resulting tax charge is more than offset by a credit resulting from the effect of changes in the tax rate on deferred tax balances. See note 7 for a reconciliation between the statutory reported tax charge and the adjusted tax charge. Earnings/loss per share The Group has delivered adjusted diluted earnings per share for the year of 1.9 pence (2020: 0.3 pence). Diluted earnings per share for the year were 0.9 pence (2020: loss of 10.0 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 will target a pay-out ratio of 40% of adjusted retained earnings, subject to a minimum dividend of 1.0p per share per annum. In light of this, the Group has proposed a final dividend in March 2022 of 0.5p per ordinary share in respect of 2021. This brings the total dividends relating to 2021 to 1.0p (2020: 0.5p) per ordinary share. This final dividend is subject to shareholder approval at the Annual General Meeting and, if approved, will be paid on 27 May 2022 to all ordinary shareholders on the register at the close of business on 13 May 2022. 17 www.centaurmedia.comSTRATEGIC REPORT Performance FINANCIAL REVIEW CONTINUED Cash flow Adjusted operating profit Depreciation, amortisation and impairment Movement in working capital Adjusted operating cash flow Capital expenditure Cash impact of adjusting items Taxation Repayment of lease obligations and interest Free cash flow Disposal of subsidiaries Disposal of intangible assets Purchase of own shares Dividends paid to Company’s shareholders Increase/(decrease) in net cash Opening net cash Closing net cash Cash conversion 2021 £m 3.2 3.2 3.1 9.5 (0.8) – – (2.2) 6.5 – – (0.3) (1.4) 4.8 8.3 13.1 164% 2020 £m – 4.0 2.5 6.5 (0.8) (4.6) – (2.1) (1.0) (0.1) 0.1 – – (1.0) 9.3 8.3 100% 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 impact of adjusting items in 2020 primarily related to exceptional restructuring costs. The movement in working capital in 2021 includes a repayment of £1.0m of VAT deferred under the Government’s Covid VAT payment deferral scheme (2020: £1.0m deferral). 2020 also included the receipt of £1.5m relating to the lease incentive on the Group’s former office premise. The cash conversion of 164% (2020: 100%) has been adjusted to exclude these one-off items. The cash conversion has increased significantly as a result of the positive working capital movements relating to increased bonuses for 2021 and costs related to the MW Mini MBA, both paid after the end of the year, and an increase in deferred income mainly due to increased billings on subscriptions. MAP23 In January 2021 the Group announced its MAP23 strategy, under which it will raise Group Adjusted EBITDA margins to 23% (including the impact of IFRS 16) by 2023, while increasing revenues to £45m. The increase in revenue of 21% and EBITDA margin from 12% in 2020 to 16% in 2021 demonstrates clear progress towards these objectives. Further details of MAP23 are detailed in the Strategy section on page 6. The Group has made an encouraging start to 2022 and trading is in line with our expectations. We are expecting some pressure on our costs and on retention of employees due to the wider economic situation in the UK and internationally. We will address this through structured pricing increases to our customers, robust negotiation with our suppliers, tight control of our cost base, variable remuneration structures for our senior management team and continued work on the social aspects of our ESG agenda as set out in our ESG report. 18 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Financing and bank covenants On 16 March 2021 the Group signed a new revolving credit facility with NatWest that replaces the £25m facility signed with NatWest and Lloyds in 2018. The new facility allows the Group to borrow up to £10m and has a three-year duration with the option of two further one- year periods. The covenants regarding leverage and interest cover are identical to those of the facility it replaces. Balance sheet Goodwill and other intangible assets Property, plant and equipment Deferred taxation Deferred income Other current assets and liabilities Non-current assets and liabilities Net assets before cash Net cash Net assets 2021 £m 44.2 2.5 2.4 (7.8) (7.1) (0.2) 34.0 13.1 47.1 2020 £m 46.1 3.3 2.2 (7.0) (4.8) (0.9) 38.9 8.3 47.2 Goodwill and other intangibles have decreased by £1.9m as a result of the amortisation of intangible assets. Property, plant and equipment has fallen by £0.8m due to the difference between depreciation and capital expenditure. Deferred income has increased by £0.8m mainly as a result of advance billings on subscriptions. Other current assets and liabilities have been impacted by an increase in bonus accruals and cost accruals related to the MW Mini MBA. Going concern After due consideration, as required under IAS 1 Presentation of Financial Statements, including consideration of the Group’s net current liability position, the Group’s forecasts for at least 12 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 2021. As detailed under the Risk Management section, the Directors have assessed the viability of the Group over a three-year period to March 2025 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 Centaur is well-positioned for growth. The resilience of our brands during the pandemic, the resultant organic revenue growth and the increase in profitability delivered in 2021, together with the strength of our balance sheet, provides persuasive evidence of the progress that Centaur is making towards its MAP23 goals and longer-term vision. Simon Longfield Chief Financial Officer 15 March 2022 19 www.centaurmedia.comSTRATEGIC REPORT 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 payment expense, volatile items predominantly relating to investment activities and other separately reported items. Adjusted operating profit Operating profit excluding Adjusting items. Adjusted profit before tax Profit before tax excluding Adjusting items. Cash conversion Exceptional items Free cash flow Segment profit Underlying revenue Adjusted operating cash flow (excluding any one-off significant cash flows) / Adjusted EBITDA (including discontinued operations). 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. Increase/decrease in cash for the year before the impact of debt, acquisitions, disposals, dividends and share repurchases. Adjusted operating profit of a segment after allocation of central support teams and overheads that are directly related to each segment or business unit. 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’). 20 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 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 45 to 47. The Executive Committee, Company Secretary and the Head of Legal 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 Company Secretary with input from the Executive Committee and the Head of Legal. 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. Principal risks The Group’s risk register currently includes operational and strategic risks. The principal risks faced by the Group in 2021, 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. 21 www.centaurmedia.comSTRATEGIC REPORT Risk Management CONTINUED Movement in risk The Board considers this risk to have increased since the prior year. Rank Risk Description of risk and impact Risk mitigation/control procedure 1 Failure to deliver and maintain 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 success depends on growing the business and completing the MAP23 strategy. In order to do this, it depends in large part on its ability to recruit, motivate and retain highly experienced and qualified employees in the face of often intense competition from other companies, especially true 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 the transition to a more flexible hybrid working model. Higher staff churn (a challenge for many companies in our sector) is likely to be an important issue during 2022 and we will need to keep our policies and practices under review. Developing the MAP23 business strategy and changes required in skill set and culture are challenging and costly. There has been a significant focus on employee communication this year, including, weekly updates, local town hall meetings, monthly all Company Q&A sessions and staff welfare calls. We regularly review measures aimed at improving our ability to recruit and retain employees. During the year we have focused on bringing in higher quality employees to replace leavers or in new roles in order to enhance our strategy particularly in areas such as digitalisation, technology and data analytics. 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 engagement team, ‘DICE’, who focus on Diversity, Inclusion, Culture and Engagement have helped to drive forward initiatives relating to diversity and inclusion, through communication and virtual social events. This is sponsored by the CEO and a Non-Executive Director. An annual review ensures flight risks and training needs are identified which become the focus for pay, 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 and resolve areas of concern. 22 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Movement in risk The Board considers this risk to be broadly the same as the prior year. Rank Risk Description of risk and impact Risk mitigation/control procedure 2 Sensitivity to UK/sector economic conditions. The world economy has been severely impacted by the Covid pandemic and UK GDP fell significantly in 2020.The UK also came to the end of the transition deal with the EU at the end of 2020. Although the UK economy has improved during 2021 the Group continues to have sensitivity to UK/sector volatility and economic conditions. The impact was acute on some of Centaur’s target market segments including the fashion, retail and entertainment sectors and could also have an impact on physical events. The likelihood of ongoing volatility is expected to be high in 2022 including higher inflation rates and there are varying views as to the timing and extent of a recovery. Most of the risk impacting Centaur relates to our customers. The Group has demonstrated that it can mitigate the risk by increased digitalisation, running hybrid events and offering eLearning services. Centaur plans to increase international organic growth in the mid to longer term, focusing on the US and Asia in particular, 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 the UK, including specific risks such as inflation, to assess whether changes to its product offerings or pricing structures are necessary. 23 www.centaurmedia.comSTRATEGIC REPORT Risk Management CONTINUED Movement in risk The Board considers this risk to be broadly the same as the prior year. Rank Risk Description of risk and impact Risk mitigation/control procedure 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 and our digital products to users, unavailability of support platforms and disruption to our revenue collection activities. Centaur could incur significant costs and suffer other 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: GDPR, PECR below. 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 continues to develop its CRM, e-commerce and finance systems and removed a number of legacy systems following the divestments in 2019 which has reduced the Group’s cyber risk. Centaur has a business continuity plan which includes its IT systems, subject to an annual failover test, 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 updated. The Group Head of Data ensures that rigorous controls are in place to ensure 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. Please see risk 4 below for specific mitigations relating to the security of personal data and GDPR compliance. 24 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Movement in risk The Board considers this risk to be broadly the same as the prior year. Rank Risk Description of risk and impact Risk mitigation/control procedure 4 Regulatory (GDPR, PECR and other similar legislation) involve 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. The UK General Data Protection Regulation (‘GDPR’), the Data Protection Act 2018 (‘DPA’) and the Privacy and Electronic Communications Regulations (‘PECR’) involve strict requirements for Centaur regarding its handling of personal data. Centaur’s obligations under the GDPR are complex meaning this area requires ongoing focus. Centaur has taken a wide range of measures aimed at complying with the key aspects of the GDPR, DPA and PECR. In 2020, a Data Protection Compliance Committee was formed (overseen by the CFO) in order to monitor Centaur’s ongoing compliance with these data protection laws. Staff are required to undertake online data protection awareness and data security awareness training annually. In Q4 2021, Centaur appointed a DPO (Wiggin LLP) to oversee its compliance with data protection laws. Further, Centaur’s in-house lawyer 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 should be kept under review. In 2020, Centaur implemented various measures to mitigate against risk in respect of the CCPA, a new Californian privacy law, and also appointed an ‘EU representative’ under the GDPR ahead of Brexit. PECR includes specific obligations for businesses like Centaur regarding electronic marketing calls, emails, texts, and on their use of 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 have liability for serious breaches of PECR’s marketing rules. Other countries and jurisdictions worldwide are reviewing and updating 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. The UK’s departure from the EU will have implications for UK data protection laws, the impact of which is not yet clear and is being kept under review. 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. 25 www.centaurmedia.comSTRATEGIC REPORT Risk Management CONTINUED The metrics in the base case 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 sensitised scenario assume that Adjusted EBITDA is lowered by 10% in every period that the viability statement covers. In both the base case and sensitised 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 would remain viable over the three-year period to March 2025. 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 40. Viability Statement 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 2025, 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 Company will be able to continue in operation and meet its liabilities as they fall due over the period to March 2025. The Board has determined that the three- year period to March 2025 is an appropriate period over which to provide its viability statement because the Board’s 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 (which allows extensions to 2026 on similar terms), 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. The base scenario uses a three-year forecast to December 2025, which assumes achievement of MAP23 targets, with 2024 forecast continuing that strategy. The three months to March 2025 are based directly off the respective forecast in 2024 with inflation applied. The MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23 plan can be found in the Strategy section of the 2020 Annual Report. 26 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Section 172 Statement Centaur is a purpose-led business and our success is dependent 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 2021, another year of unprecedented disruption that affected all our stakeholders, this communication was a key consideration in making our strategic choices. The table below outlines who our key stakeholders are and how we interact with them when making key strategic decisions, taking into consideration the factors set out in Section 172(1)(a) to (f) of the Companies Act 2006. This should be read in conjunction with our Environmental, Social and Governance (‘ESG’) Report on pages 31 to 35. Stakeholder group Investors Customers How we engage? Why we engage? What matters to this group? • 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. • In October 2021, the Company held a Capital Markets Day. • Every day we interact with a wide variety of existing and potential customers. This is with a view to understanding customer requirements/ feedback, to manage their expectations and to generate long-term profitable revenue. • Our investors are integral to • Strategy and business 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. • Our purpose is to advise, inform and connect our customers to help them achieve their goals. To ensure our customers are satisfied with our offering and continue to provide repeatable and recurring revenues, it is vital that we obtain feedback to understand their requirements and adapt our offering to their needs. model. • Long-term share value growth. • Sustainable dividend policy. • Financial stability and culture. • An engaged and proactive Board who take investors’ views into account in decision making. • ESG. • The customer experience and overall customer satisfaction. • A provider that listens and adapts products to customers’ needs. • Innovative products which deliver enhanced value to customers. 27 www.centaurmedia.comSTRATEGIC REPORT Section 172 Statement CONTINUED How we engage? Why we engage? What matters to this group? • Our diverse workforce of 271 employees (at 31 December 2021) 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 understood throughout the Company, so all employees understand the purpose and objectives of Centaur. • The Company is working hard to drive its status as a destination employer by creating the right environment and culture. • Opportunities for career development and progression. • Agile working patterns. • An understanding management team who listens to employees and are considerate of their views and values. • Opportunity to share ideas and make a difference. • Diversity and inclusion • Centaur’s ESG commitments. • DICE (Diversity, Inclusion, Culture and Engagement) was established in 2019 so that all employees have a voice, and their views are considered. (More detail of the work undertaken by DICE in 2021 is provided in the ESG report.) • Bi-monthly Executive Committee meetings, monthly senior leadership meetings and regular team meetings held virtually during 2021. • Monthly Senior Leaders forums to formulate operational business improvement initiatives. • Xeim and The Lawyer held Town Halls, to which all Centaur employees are invited. • Since the move to working from home, we have held virtual monthly All Business Q&A sessions, with all employees able to participate and ask questions of senior leaders. • A weekly online sense check questionnaire ‘Engage’ which measures employees’ motivation and levels of engagement. Line managers have access to quarterly Engage scores to facilitate plans to support team members. • There have been several ad hoc surveys in 2021 related to working from home, equipment and return to the office. Employment surveys have also been sent out by DICE. • Annual appraisals and increased focus on ensuring that all employees had objectives set at the beginning of 2021. • All employees received a bonus as a thank you for their commitment and efforts during 2021. Stakeholder group Employees 28 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Stakeholder group Strategic suppliers How we engage? Why we engage? What matters to this group? • 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 Centaur can comply with agreed terms and conditions. • The values of our suppliers and their high standards of business conduct. Innovation and product development. Inclusion of employee sentiment and what is important to them. • • Community • The Company supports local • To be a good corporate citizen communities and charitable organisations through direct fundraising and donations. This was difficult to achieve with the ongoing pandemic, but during 2021 the Company supported The Trussell Trust as its nominated charity. and give back to the communities and charities that are important to our employees and to the Company. 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. 29 www.centaurmedia.comSTRATEGIC REPORT Stakeholder engagement case study Stakeholder Overview Ongoing Covid response The business implications of Covid were fast moving and, at times, extremely uncertain. The Board discussed the Group’s response and the impact on stakeholders. Our governance structure provided a stable foundation from which we could respond to the changing situation, led by our Executive Committee. Investors Continuing strong financial governance; Focus on future financial security of Centaur; Resumption of dividend. Customers Moved face-to-face training on-line; Created new Covid and working from home related content; Launched and trialled new titles and formats; Extended credit terms if needed. Employees Provided equipment to safely work from home; Continued online training; Maintained high level of staff communications; Maintained high level of mental health support; Online social activities took place while still in lockdown. Strategic Suppliers Ensured that all suppliers were paid on time. Communities Charity fund raising; Donations to charities and local foodbanks. Government and regulators Complied with all government regulation regarding guidance on home-working; Repaid VAT deferred from 2020. 30 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Environmental, Social and Governance • Sustainable, efficient operations – reducing energy and water use by 20% by 2025 (from a 2019 baseline) and reducing annual waste to 10kg per member per year; • Zero plastics – Eliminating single- use disposable plastics from daily operations globally through the WeWork Zero Plastics Plan launched in 2018; • Sustainable finishes – using sustainable, healthy finishes standards, including CVOC content and emissions limits, eliminating high risk toxic ingredients, and sourcing recycled fibres for textiles and cushions, and FSC certified wood where possible; and • Ethical supply chains – ensuring supply chain partners meet WeWork standards across ethics, safe working environments, labour and human rights, and environment, as established by their Vendor Code of Conduct published in 2020. WeWork also promotes wellbeing and social impact through regular community led events many of which have been held virtually in 2021. (source: Sustainability at WeWork 2021 Member and Enterprise Client overview). Our other office located in New York is small and is also a WeWork office. Strategy Centaur recognises that being a responsible and sustainable business is essential to our success. We are also aware that key components of sustainability are our people and our approach to the wider community. However, the Board believe that the actual and potential impacts of climate-related risks and opportunities on the organisation’s business, strategy, and financial planning are not material. Outside our own practices, we are also cognisant of the indirect environmental impact of our supply chain and aim to ensure that all our major suppliers are environmentally responsible. For example, our main paper and print supplier holds the ISO 14001 (environmental management) accreditation and is certified by the Forest Stewardship Council and Programme for the Endorsement of Forestry Certification. During 2022 the Board will look at how Centaur can achieve Net Zero carbon and in what timescale. Currently WeWork has set a target to be powered by 100% renewable electricity by 2025 and offset Scope 1 emissions with an aim to be operationally carbon neutral by 2025. Risk Management The Executive Committee and Audit Committee evaluate the risks within the business. Centaur, as a provider of B2B information, online training, events (primarily digital) and specialist consultancy means that our impact on the environment is less significant than that of businesses operating in many other sectors. Details of our principal risks are set out on pages 22 to 25. Environmental Environment and climate change – our impact on the environment Climate change remains one of the greatest challenges of our times and every company, irrespective of their size or impact, is required to play its part in minimising its environmental footprint. The Group actively seeks to minimise adverse environmental impacts and to promote good environmental practices wherever possible. During 2021, the vast majority of our services and revenues were delivered digitally or virtually with only a small percentage being generated from physical events. The Company has introduced an Environmental and CSR Policy which was approved by the Board and can be found at www.centaurmedia.com. The Task Force on Climate- related Financial Disclosures (‘TCFD’) The FCA introduced requirements for premium-listed companies to report against the Task Force on Climate- related Disclosures (‘TCFD’) framework on a comply or explain basis as set out in Listing Rule 9.8.6R for years starting on or after 1 January 2021. TCFD is a reporting framework that consists of a list of recommendations for companies to consider, with the aim to improve and increase the reporting of climate-related financial information. Governance The Board of Directors together with the Executive Committee is responsible for the oversight of climate-related risks and opportunities impacting the Group. DICE, its workforce advisory board, encourages staff initiatives which support our environmental aims. Centaur, as a provider of B2B information, events (primarily digital) and specialist consultancy means that our impact on the environment is less significant than that of businesses operating in many other sectors. Our primary emissions relate to the rental of our London WeWork office and environmental impact was an important element for the Board in our office choice. WeWork has targets as follows: • Renewable electricity – sourcing 100% renewable electricity by 2025 and offsetting Scope 1 emissions to become operationally carbon neutral the same year; 31 www.centaurmedia.comSTRATEGIC REPORT Environmental, Social and Governance CONTINUED Metrics and Targets Detail on our Scope 1 and 2 GHG emissions are set out below. To help mitigate the impact of our greenhouse gas emissions DICE launched a scheme investing in a new carbon capture project to help mitigate the impact of our greenhouse gas emissions through carbon offsetting, with the United Nations (Eastbourne) tri-species tree MVULE project in Uganda. There is a specific workstream within DICE which will focus on initiatives to encourage colleagues to be aware of and reduce their personal carbon footprints in 2022. Centaur also encourages staff to implement good environmental practices by providing environmentally favourable employee benefits and rewards including a ‘cycle-to- work’ scheme. The move to homeworking as a result of the pandemic helped us decrease our environmental impact further, reducing work-related travel and printing and with a greater proportion of our services delivered virtually. Having consulted heavily with its staff about their preferred ways of working throughout the pandemic, Centaur will embrace a hybrid working model involving a mix of working from the office and working from home for all employees. The majority of colleagues will spend two to three days per week in the office going forward. Similarly, as we expand in our digital capabilities and products, we have significantly reduced the use of consumable items such as paper and plastic. Emissions We continue to measure our carbon footprint by monitoring our energy usage and we are pleased to confirm that we are compliant with the EU Energy Efficiency Directive ‘Energy Saving Opportunity Scheme’ (‘ESOS’). The greenhouse gas (‘GHG’) emissions from our operations during the year are set out below. Emissions from: Scope 1 (gas, fuel and car mileage) Scope 2 (electricity and steam) Total GHG emissions Average number of employees Emissions per employee 1 The 2020 figures have been restated to exclude discontinued operations so that the figures above are on a like for like basis. 2021 Tonnes CO2 12 20201 Tonnes CO2 19 38 50 264 0.19 51 70 282 0.25 32 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Culture and Engagement in 2021 • Weekly Newsletter; • Wellness Day – given to all staff in August 2021 which will be repeated in 2022; • Feedback Forums – 1-to-1 and group feedback sessions organised to better understand employee sentiment and achieve greater employee satisfaction; • Annual employee survey; • Volunteer day – this was organised with the Trussell Trust; • Virtual Coffee Mornings – helped employees maintain social relationships while working remotely; • The Virtual Pub Quiz – a hit with employees in 2020 and continued in 2021; • Film and Book Club – virtual film and book club continued; and • Virtual Events – including a Christmas escape room event. All DICE’s initiatives were very well received with qualitative employee feedback conducted across the breadth of the business. Social Our people – talent development Our people are our most important asset and are crucial to our success. Having the right people with the right skills at all levels in our organisation is critical to building a quality, sustainable business and delivering our strategy. Our culture is characterised as customer focused, commercial, diverse, grounded and innovative with a Can do, Will do, Now! attitude. Accordingly, career development is a priority. Our people – training All Senior Leaders have attended workshops to enable them to manage and maximise hybrid working and group and personal coaching sessions have been offered to colleagues to provide ongoing support during the pandemic and returning to the office. Specific training programmes have been aimed at Content staff and Sales Leaders. During the year there has been mandatory training for all staff on Security, GDPR and Anti-Bribery and Corruption along with coaching of 36 members of staff on management skills, training for 10 maternity buddies, mentoring training and other individual role specific training sessions. As well as developing the skills of our employees, the Board recognises the importance of instilling Centaur’s values in the culture of the Company and the necessity for high standards of business conduct across the breadth of the Group; it is integral to delivering on our strategy. These values and standards are cascaded to the business from the Executive Directors, through the Executive Committee and the senior leadership team, to employees. This is done through weekly staff updates, Q&A sessions, business unit Town Hall meetings and other formal and informal methods of communication. Employee engagement – DICE in action (Diversity, Inclusion, Culture and Engagement) DICE was formed during 2019 with the purpose of helping the business build a more diverse, inclusive and engaged workforce by driving positive change. DICE comprises 11 employees from across the Group and is led by one of the CSG. DICE reports to the CEO, and Carol Hosey is the Non-Executive Director sponsor of DICE. 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. During 2020 and 2021, DICE cemented its position as a critical element in Centaur’s continued success, playing an integral role in supporting engagement with our workforce during a period of significant disruption brought about by the pandemic. DICE made sure that everyone at Centaur felt connected and helped to build our community and culture. During 2021 DICE initiatives included the following: Diversity & Inclusivity in 2021 • Gender Diversity – publication of our Gender Pledge; • Transgender – policy published in December 2021; • Pride Month – DICE hosted a quiz to celebrate Pride Month and raise money for the LGBT Foundation; • International Women’s day – held a chaired panel session entitled ‘Women in leadership: Achieving an equal future in a COVID-19 world’; • Menopause working group – formed to focus on education and practical support; • Maternity returners – launch of a buddy scheme for maternity returners; and • Socio Economic Diversity – collaborated with The Social Mobility Foundation to invest in a series of paid internships that will offer a broad range of journalism experience to individuals from low income backgrounds. 33 www.centaurmedia.comSTRATEGIC REPORT Environmental, Social and Governance CONTINUED Diversity Centaur strongly encourages diversity across the Group and consider it an integral element of ensuring our success as a business. We profoundly believe that a workforce with diverse experiences and diverse ideas makes for a better business and we are committed to recruiting and promoting the most talented people from the widest pool. To do this, we offer apprenticeships, internships, and work experience opportunities to young people from all backgrounds and provide equal opportunities for all current and prospective employees. To support this aim, the Group has an Inclusion, Diversity and Equality Policy which covers recruitment and selection, promotion, training and development, and standard contract terms for all staff. DICE has been instrumental in developing our Antiracism & Inclusivity and LGBTQ+ pledges and a Community Group forum exists and acts as a space of openness and inclusivity where employees can speak freely about issues regarding race. As at 31 December 2021, two of our six (33%) Board members are female and two out of our five (40%) Executive Committee members are female. During 2021 we launched the Centaur Strategy Group, a small group of senior leaders in the Company (8 male and 6 female) to deliver and enhance our strategy. As at 31 December 2021, 56% of our employees are female employees and 44% are male. We proudly support flexible working opportunities, and over 10% of staff are employed on a part-time basis. All business Q&A sessions – these monthly sessions took place via Teams and gave all employees the opportunity to hear updates from senior leaders and ask questions on any matters of concern. Gender pay We carry out an annual analysis on gender Pay. The report for 2021 can be found at www.centaurmedia.com/gender- pay-reports. Our Gender Pay Gap has reduced between 2020 and 2021 from 35.4% to 24.7% mean and from 25.9% to 12.5% median. Environmental, social and governance (‘ESG’) criteria are of high importance to younger talent when making their career choices and are also an increasingly significant element for investors when making their investment decisions. DICE is the key driver in Centaur’s environmental and social policy and has devised workstreams to support the business in driving continued social and environmental change in 2021. The Group has a whistleblowing policy in place enabling employees to report any concerns about improper practices, including relating to its environmental and social responsibility practices. Other initiatives During 2021, the Board continued initiatives to support our colleagues that were initiated in 2020. These included: CEO ‘Kaizen’ breakfasts – following on from 2020 when the CEO met with every employee from the business to hear about their experiences at Centaur, the insights collected were used to set up cross-company projects to address the key matters raised. Kaizen is a business philosophy regarding the processes that continuously improve operations and involve all employees. Support during Covid We provided: • Access to Unum ‘Lifeworks’, an employee assistance programme providing counselling, support with Covid, managing finances, assistance with legal matters, and mental health support services as well as giving access to virtual GP appointments free of charge. • Five mental health first-aiders were trained who employees can confidentially engage with regarding any issues they may have. This was supplemented with a variety of webinars and initiatives to support those coping Xeim Masters Lunch 34 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 with change and uncertainty, building resilience and working from home effectively. • Access to NABS, which is a support organisation for the advertising and media industry, was also made available to employees. Having seen, first-hand, the benefits of these initiatives, as well as listening to employee feedback, the Board will be maintaining these practices going forward. 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 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 and our Health and Safety Committee, which is responsible for overseeing the application of this Policy, meets every six months and reports directly to the Board. In normal circumstances, our Office Manager is responsible for maintaining a safe environment for employees at our WeWork offices 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. While employees spent most of 2021 working from home due to the Covid pandemic, our Health and Safety Committee continued to operate and we sent surveys to employees to ensure they had the right equipment to work safely and comfortably from their homes. Based on the responses, we supplied employees with the necessary furniture and IT equipment, to ensure they could work from home in a safe and healthy way. 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 Slavery and Human Trafficking Statement is published on our website in March each year. Community The Group supports local communities and charitable organisations through direct fundraising, donation and pro-bono work. In 2021 we made donations to Beat, an eating disorders charity (£1,400), The Calm Zone, a campaign against living miserably (£4,000 paid after the end of the year), Young Minds, who support young people’s mental health (£4,000), and Mvule Project for Carbon Capture in Uganda (£5,000). In 2022 the Group will support Shooting Star Children’s Hospices and The Trussell Trust, an organisation that aids a nationwide network of food banks to provide emergency food and support to people locked in poverty. In 2020, donations were made to The Waterloo Foodbank. These donations comprised employee contributions and a Group contribution of £2,000 made by Centaur after the end of the financial year. The Group also offers each employee a paid day off to spend volunteering for a not-for- profit cause or charity of their choice. We also operate a Give-As-You-Earn scheme through the payroll and offer employees the option to undertake Volunteer Days. Governance Details on Governance are set out in the Corporate Governance Report starting on page 41. The Strategic Report was approved by the Board of Directors and signed by order of the Board. Helen Silver Company Secretary 15 March 2022 35 www.centaurmedia.comSTRATEGIC REPORT Board of Directors COLIN JONES Chair SWAGATAM MUKERJI Chief Executive SIMON LONGFIELD Chief Financial Officer WILLIAM ECCLESHARE Senior Independent Director CAROL HOSEY Non-Executive Director LESLIE-ANN REED Non-Executive Director Colin joined Centaur in September 2018 and became Chair from June 2019. Prior to June 2018, Colin was CFO of Euromoney Institutional Investor PLC (‘Euromoney’), where he worked in leadership roles in the UK and US for 22 years. He is also an independent non-executive director, and audit committee chair, at M&C Saatchi Plc, and a non-executive director and trustee of the Finance & Commercial Committee at City Lit, London’s leading adult education college. During his time at Euromoney, Colin was instrumental in its transformation from its traditional media roots to a global, B2B digital information services group. He also has extensive M&A expertise through Euromoney’s many successful transactions. Before joining Euromoney, Colin was a Director at Price Waterhouse Europe, where he qualified as a Chartered Accountant. Chair of the Nomination Committee and member of the Remuneration Committee. Swag joined Centaur in July 2016 and has previously held senior international general management and commercial financial positions with several blue chip FMCG companies, including United Biscuits plc, Diageo plc and Virgin, where he operated as a value creator, trouble-shooter and change agent. As Group Finance Director of Biocompatibles International plc, he led the commercialisation and growth of the company and ran the product licensing division increasing the share price fourfold in a falling market. Since then, he has been a C-suite director of three private equity backed businesses in a variety of sectors with the common themes of strategy refresh and shareholder value growth. He has also led a substantial number of M&A transactions and multi-lender refinancings. Swag qualified as a Chartered Accountant at PricewaterhouseCoopers LLP and is a Warwick MBA. Simon joined Centaur in November 2019. He spent the previous 10 years as CFO of BMI Research, a leading provider of macroeconomic, industry and financial market analysis, which was acquired by Fitch Group in 2014. During his time at BMI Research revenues 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 joined Centaur in July 2016. William Carol joined Centaur on 5 February Leslie-Ann joined Centaur on 1 March is Executive Vice Chairman of Clear Channel 2020. Carol has extensive remuneration 2020 and became Chair of Centaur’s Audit Outdoor (NYSE) having served as CEO experience at executive and board level Committee when Robert Boyle retired from until the end of 2021. He served as a non- and has spent over 20 years in senior HR the Board on 31 March 2020. Leslie-Ann executive director of Hays plc from 2004– roles, latterly as the Group HR Director for is an experienced non-executive director 2014, has been a board member of the Mace Ltd, the international consultancy and and chairs the audit committees at Learning Donmar Warehouse Theatre since 2013 and construction group and Mitie Group plc. Technologies Group plc and Induction is the Senior independent non-executive director of Britvic plc. William was a Partner and Leader of European Branding Practice at McKinsey & Co. He has previously 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. Member of the Audit, Remuneration and Nomination Committees. Chair of the Remuneration Committee and member of the Audit and Nomination Committees. She is also the Non- Executive Director sponsor of Centaur’s workforce advisory panel known as DICE. Healthcare Group PLC. She is also chair of the audit committee and senior independent non-executive director of Bloomsbury Publishing Plc. Leslie-Ann is a chartered accountant and her executive roles have 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. 36 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 COLIN JONES Chair SWAGATAM MUKERJI Chief Executive SIMON LONGFIELD Chief Financial Officer WILLIAM ECCLESHARE Senior Independent Director CAROL HOSEY Non-Executive Director LESLIE-ANN REED Non-Executive Director Colin joined Centaur in September 2018 Swag joined Centaur in July 2016 and has Simon joined Centaur in November 2019. and became Chair from June 2019. Prior to previously held senior international general He spent the previous 10 years as CFO June 2018, Colin was CFO of Euromoney management and commercial financial of BMI Research, a leading provider of Institutional Investor PLC (‘Euromoney’), positions with several blue chip FMCG macroeconomic, industry and financial where he worked in leadership roles in companies, including United Biscuits plc, market analysis, which was acquired by the UK and US for 22 years. He is also an Diageo plc and Virgin, where he operated Fitch Group in 2014. During his time at BMI independent non-executive director, and as a value creator, trouble-shooter and Research revenues more than doubled as audit committee chair, at M&C Saatchi Plc, change agent. As Group Finance Director the company expanded internationally with and a non-executive director and trustee of Biocompatibles International plc, he led Simon’s support. Prior to this, Simon was of the Finance & Commercial Committee at the commercialisation and growth of the CFO of Newfound, an AIM-listed property City Lit, London’s leading adult education company and ran the product licensing and leisure group. Simon began his career college. During his time at Euromoney, division increasing the share price fourfold at PricewaterhouseCoopers LLP where he Colin was instrumental in its transformation in a falling market. Since then, he has been qualified as a Chartered Accountant and from its traditional media roots to a global, a C-suite director of three private equity worked in London and Australia. B2B digital information services group. He backed businesses in a variety of sectors also has extensive M&A expertise through with the common themes of strategy Euromoney’s many successful transactions. refresh and shareholder value growth. He Before joining Euromoney, Colin was a has also led a substantial number of M&A Director at Price Waterhouse Europe, where transactions and multi-lender refinancings. he qualified as a Chartered Accountant. Swag qualified as a Chartered Accountant Chair of the Nomination Committee and member of the Remuneration Committee. Warwick MBA. at PricewaterhouseCoopers LLP and is a William joined Centaur in July 2016. William is Executive Vice Chairman of Clear Channel Outdoor (NYSE) having served as CEO until the end of 2021. He served as a non- executive director of Hays plc from 2004– 2014, has been a board member of the Donmar Warehouse Theatre since 2013 and is the Senior independent non-executive director of Britvic plc. William was a Partner and Leader of European Branding Practice at McKinsey & Co. He has previously 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. Member of the Audit, Remuneration and Nomination Committees. 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 workforce advisory panel known as DICE. Leslie-Ann joined Centaur on 1 March 2020 and became Chair of Centaur’s Audit Committee when Robert Boyle retired from the Board on 31 March 2020. Leslie-Ann is an experienced non-executive director and chairs the audit committees at Learning Technologies Group plc and Induction Healthcare Group PLC. She is also chair of the audit committee and senior independent non-executive director of Bloomsbury Publishing Plc. Leslie-Ann is a chartered accountant and her executive roles have 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. 37 www.centaurmedia.comGOVERNANCE REPORT Executive Committee STEVE NEWBOLD Group Managing Director Xeim JANE WILKINSON Managing Director The Lawyer JACQUIE MACKENZIE Chief People Officer Steve is the Group Managing Director of Xeim. He is responsible for all the brands and services in the Xeim marketing division including Econsultancy, Influencer Intelligence and the highly successful MW Mini MBA series. Steve has extensive experience in running content-led, multi-channel portfolios in both B2B and consumer sectors. He has played a key role at Centaur in accelerating the growth of the Company’s digital information products, marketing solutions, operations and training services for customers. Prior to joining Centaur in 2015 Steve held Managing Director roles at WGSN, i2i Events, Emap Communications (now Ascential) and Emap Consumer Media (now Bauer). Jane is Managing Director of The Lawyer. She joined Centaur in August 2021 and has over 25 years of industry experience, including 18 years at B2B data and information business Euromoney Institutional Investor Plc, where she played a key role in growing paid subscriptions and transitioning the business to digital. She was responsible for running Euromoney Learning Solutions; Institutional Investor and Hedge Fund Intelligence, before becoming Group Chief Marketing Officer in 2016. Jane has worked with subscription businesses throughout her career, both B2C and B2B, in the information financial services and supply chain risk management sectors. Jacquie is the Chief People Officer and joined the Executive Committee in January 2020. Prior to joining Centaur in 2015, Jacquie worked for Lloyds Banking Group, where she undertook a number of senior HR roles. She also spent five years working for Lloyd’s Retail Banking Division in Customer Experience and as Head of Engagement in the London 2012 Sponsorship Team. Talent and performance are critical to get right in any business and Jacquie is particularly interested in the role that diversity, culture and engagement play in ensuring that Centaur achieves its highest potential. 38 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Directors’ Report The Directors of Centaur Media Plc (‘the Company’ or ‘the Group’), a company incorporated and domiciled in England and Wales, present their report on the affairs of the Group and Company together with the audited Company and consolidated financial statements for the year ended 31 December 2021. There are no significant events since the reporting date for disclosure in the financial statements. Principal activities The principal activities of the Group are the provision of business information, training 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, incorporating the CEO’s Review, on pages 2 to 35 sets out a summary of the Group strategic objectives, business model, key performance measures, operating and financial reviews, future developments, principal risks, S172 statement and the Environmental, Social and Governance report. Greenhouse gas emissions Details of the Group’s greenhouse gas emissions are included in the Environmental, Social and Governance report on page 32. 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 to 31 December 2021 of 0.5p per share (2020: 0.5p) is proposed by the Directors, and subject to shareholder approval at the Annual General Meeting, will be paid on 27 May 2022 to ordinary shareholders on the register at the close of business on 13 May 2022. The total dividends paid to shareholders relating to the year will therefore be 1.0p (2020: 0.5p). Share capital and substantial shareholdings Details of the share capital of the Company are set out in note 22 to the financial statements. As at 31 December 2021, and 15 March 2022 (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: Harwood Capital LLP Aberforth Partners LLP† Artemis Investment Management LLP Herald Investment Management Downing LLP 31 December 2021 29.72% 24.36% 7.74% 6.64% 4.39% 15 March 2022 29.72% 24.36% 7.74% 6.64% 4.39% † This includes Wellcome Trust Limited which is managed by Aberforth Partners LLP At 15 March 2022 and 31 December 2021, 4,550,179 (31 December 2020: 4,550,179) 10p ordinary shares are held in treasury, representing 3.01% (2020: 3.01%) of the issued share capital of the Company as at 31 December 2021. As at 31 December 2021, there were 800,000 (2020: 800,000) deferred shares of 10p each which carry restricted voting rights and carry no right to receive a dividend payment. Directors and Directors’ interests The Directors of the Company during the year and up to the date of this report are detailed below. All Directors served from 1 January 2021 unless otherwise stated. The Board has decided to continue observing best practice by offering themselves for re-election annually. Number of ordinary shares held at 1 January 2021 397,206 72,769 140,000 – – – Shares acquired during the year 6,242 Number of ordinary shares held at 31 December 2021 403,448 Number of ordinary shares held at 15 March 2022 404,325 – – – – – 72,769 140,000 72,769 140,000 – – – – – – Swagatam Mukerji Simon Longfield Colin Jones William Eccleshare Carol Hosey Leslie-Ann Reed The Directors’ interests in long-term incentive plans are disclosed in the Remuneration Committee Report on pages 49 to 63. 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 against Directors and officers. Charitable and political donations The Group supports local communities and charitable organisations through direct fundraising, donation and pro-bono work and details of the charitable donations it made in 2021 can be found in the community section on page 35. No political donations were made during the year (2020: £nil). 39 www.centaurmedia.comGOVERNANCE REPORT Directors’ Report CONTINUED Employment policy The Group is an equal opportunities employer and appoints employees based on their skill, experience and capability without reference to age, sex, ethnic group, religious beliefs or any other personal characteristics. It is the Group’s policy to give full consideration to suitable 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 other positions in the Group. The Group actively encourages employee involvement at all levels, both through monthly employee briefings and by direct access to managers and the Executive Committee. A workforce advisory panel known as DICE was set up in 2019 and more details can be found in the Strategic Report on page 33. In addition, the Share Incentive Plan as described in note 23 encourages employees’ participation in the Group’s performance. All employees are regularly briefed on the financial and economic factors affecting the Group’s performance and new initiatives through town hall meetings and management cascade communication. Significant agreements 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 of the long-term incentive 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. Conflicts of interest Following the implementation of legislation on conflicts of interest, reflected in the historical changes to the Company’s Articles of Association, procedures are in place to deal with such conflicts and they have operated 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 9.8.4C), the information to be included in the Annual Report and financial statements, where applicable, under LR 9.8.4, is set out in this Directors’ Report, with the exception of details of transactions with shareholders which is set out on page 60. Going concern The Directors have carefully considered the Group’s net current liability 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 period shown in the viability statement on page 26. This includes consideration of downside scenarios relating to the current immediate risk from Covid. See note 1(a) of the financial statements for further details and page 26 for our viability statement. Subsidiaries Details of the subsidiaries of the Company are shown in note 13 to the financial statements Compliance with the UK Corporate Governance Code The Directors’ Statement on Corporate Governance in respect of the Group’s compliance with the provisions of the UK Corporate Governance Code is set out on page 41. 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 auditors are 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 s418 of the Companies Act 2006. The Directors’ responsibility statement is included on page 64. Approved by the Board of Directors and signed by order of the Board. Helen Silver Company Secretary 15 March 2022 40 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Directors’ Statement on Corporate Governance The Board is committed to high standards of corporate governance and supports the UK Corporate Governance Code published in 2018. The Board sets out its report below on how the Group has applied the principles of, and complied with, the UK Corporate Governance Code during the year. Compliance statement The Company has applied the provisions set out in the UK Corporate Governance Code throughout the year. The Board is committed to maintaining a structure which establishes a sound corporate governance framework on behalf of the Company’s shareholders. Throughout the year, the Group has complied with all the provisions of the UK Corporate Governance Code except for those set out below. In respect of Provision 38 of the Code, Executive Director’s pension contributions are in line with the Remuneration Policy approved at the AGM in 2019. Swagatam Mukerji currently receives a pension allowance equivalent to 9% of annual salary, the rate at the time of his appointment in 2016. From 1 January 2023 this will be reduced by 1% a year for 4 years to align his pension arrangements with the general workforce. The Board As at 31 December 2021, the Board had four Non-Executive Directors and two Executive Directors (Chief Executive and Chief Financial Officer). Biographies for each currently serving Director are shown on pages 36 and 37. 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. Colin Jones is Chair of the Board and was independent on appointment. 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 27 to 30. 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 Chief Executive. The 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 Chair conducts Board and shareholder meetings and ensures that all Directors are properly briefed. The Chief Executive, supported by the Chief Financial Officer and Executive Committee, is 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 and Nomination Committees, and joined the Audit Committee on 3 August 2021. The Company Secretary is Helen Silver. 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 external auditors are available to advise the Non-Executive Directors at the Company’s expense. All the Non-Executive Directors are independent, and the Chair was independent on appointment. 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. 41 www.centaurmedia.comGOVERNANCE REPORT Directors’ Statement on Corporate Governance CONTINUED Board meetings During the year, the membership of the Board and of each Committee was as follows: Colin Jones Board Role Chair William Eccleshare1 Senior Independent Director Carol Hosey Leslie-Ann Reed Swagatam Mukerji Simon Longfield Non-Executive Director Non-Executive Director Chief Executive Chief Financial Officer 1 William Eccleshare joined the Audit Committee on 3 August 2021. Audit Committee – Member Member Chair – – Remuneration Committee Member Member Chair Member – – Nomination Committee Chair Member Member Member – – The number of scheduled full Board meetings and Committee meetings during the year along with attendance of Directors was as follows: Number of scheduled meetings held: Colin Jones William Eccleshare Swagatam Mukerji Simon Longfield Carol Hosey Leslie-Ann Reed Board1 6 Meetings eligible to attend 6 6 6 6 6 6 Meetings attended 6 6 6 6 6 6 Audit Committee Remuneration Committee Nomination Committee 4 Meetings eligible to attend _ Meetings attended _ 4 Meetings eligible to attend 4 Meetings attended 4 2 Meetings eligible to attend 2 Meetings attended 2 1 – – 4 4 1 – – 4 4 4 – – 4 4 4 – – 4 4 2 – – 2 2 2 – – 2 2 1 Three additional unscheduled Board meetings were held during the year. If a Director is unable to attend a meeting they are 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 and prior year; • Decisions regarding the effect of Covid on the business and employees; • 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. 42 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 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 27 to 30. 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. 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 2022. 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 Company Secretary with input from the Executive Committee and Head of Legal and is reviewed by the Audit Committee regularly with appropriate mitigation actions also being reported to and overseen by the Committee. Principal and emerging risks The principal and emerging risks facing the Group, with associated mitigating controls, are detailed on pages 22 to 25 within the Strategic 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 fraud, Director conflict, bribery, whistleblowing and 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 34. Through all our interactions with our customers and partners we ensure that we treat them 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 45 to 47. 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 36 to 38. Relations with shareholders The Company encourages meaningful dialogue with all stakeholders. Shareholder communication centres primarily on the publication of annual reports, periodic press releases, investor presentations, analyst research on Centaur’s website and trading updates. The Chair and Executive Directors 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, the interim results in July and most recently in October 2021 when it held a Capital Markets Day. 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. 43 www.centaurmedia.comGOVERNANCE REPORT Directors’ Statement on Corporate Governance CONTINUED Greenhouse gas emissions The disclosure in respect of the greenhouse gas emissions of the Group that are attributable to human activity in tonnes of carbon dioxide is set out in the Environmental, Social and Governance Report on page 32. 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 Group and subsidiary Directors are required to notify their employing company of all directorships they hold. Annual conflict of interest disclosures require them to disclose such directorships or other relationships, which they or a person connected to them may hold. These are reviewed by the Board to assess the impact on the Company and whether it would impair the Group’s objectives. Bribery Act 2010 In response to the Bribery Act 2010, the Board performed a risk assessment across the Group and formalised its policy to prevent bribery. The Board has in place processes to prevent corruption or unethical behaviour. The policy explains 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. Training is mandatory for all employees. During 2021, an online training programme was made available to all employees. The Group’s policy is communicated to all appropriate third parties. The more rigorous processes around declaring Directors’ interests and identifying potential conflicts have improved the regular monitoring of the Group’s policy. Whistleblowing The Company is committed to the highest standards of integrity and honesty. Along with other policies which encourage this behaviour, the Group’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. The Audit Committee will be notified of any issues raised through this process and appropriate action taken. However, no incidents were noted during the year. 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. Training has been provided to key employees and 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 39. Approved by the Board of Directors and signed by order of the Board. Helen Silver Company Secretary 15 March 2022 44 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Audit Committee Report Dear Shareholder, I am pleased to present the report of the Audit Committee (‘the Committee’) for the year ended 31 December 2021. This report details the Audit 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 provided their audit report on 2021 on pages 65 to 68. Committee composition During the year, William Eccleshare joined myself and Carol Hosey as members of the Audit Committee. Our biographies are shown on page 37. 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 four times during the year, with all members attending. Meetings are held throughout the year and timed to align with the overall financial reporting timetable. At least once during the 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 Audit 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 Company’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 register; • Review the Group’s financial and operational policies and procedures to ensure they remain effective and relevant; • 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 Audit 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; • Received reports from management on the internal controls covering the financial reporting process; • 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; • Reviewed and discussed with the external auditor the results of the FRC’s review of their 2020 audit selected by the FRC’s Audit Quality Review team as part of their monitoring of Public Interest Entities; • 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 International Financial Reporting Standards (‘IFRS’) 45 www.centaurmedia.comGOVERNANCE REPORT Audit Committee Report CONTINUED The most significant financial reporting judgements considered by the Audit Committee and discussed with the external auditor during the year were as follows: Carrying value of goodwill, intangible assets and investments The Audit Committee has reviewed management’s assessment of the recoverability of the Group’s goodwill and intangible assets 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 2.5%. Management’s assessment of the recoverability of the Group’s goodwill and intangible assets resulted in no impairment being recognised. At 31 December 2021 the Committee reviewed management’s assessment of the recoverability of the Group’s goodwill and intangible assets. The Committee has 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 CGUs’ historical budgeting performance and that reasonable sensitivities were performed, that the value-in-use calculation reflects management’s best estimate, and that the booking of no impairment against any segment is appropriate. As a result, the Audit Committee was satisfied with the 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 Audit 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 performed in a satisfactory manner with excellent growth in the MW Mini MBA and resilience in premium content billings, combined with firm control over the Group’s fixed costs. This resulted in a return to profitability at an adjusted operating profit level (2020: break even). The Group’s cash generation remained strong with positive Adjusted EBITDA resulting in an increase in cash to £13.1m at the end of 2021 (2020: £8.3m). The Committee has reviewed forecasts to cover the twelve months from signature date based on the Group’s MAP23 strategy with downside scenarios explored. The Committee has also taken into consideration 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. Adjusting items Unlike recent reporting periods, there are no restructuring costs in the year that have been identified as adjusting items. The only adjusting items in 2021 therefore are the amortisation of acquired intangible assets and share-based payments. 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. 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 21 to 25. 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 themselves 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 44. 46 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 The external auditor’s report to the Directors and the Audit 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 Audit Committee performed 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 as auditor of the Company. Leslie-Ann Reed Chair of the Audit Committee 15 March 2022 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. External audit The Group’s external auditor is Crowe U.K. LLP (‘Crowe’). 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. Crowe were appointed as auditor in November 2020 following a competitive tender. The Audit Committee has considered the independence and objectivity of the external auditor through a 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 Audit 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. 47 www.centaurmedia.comGOVERNANCE REPORT Nomination Committee Report diversity. Our policy on Board diversity is set out in the Directors’ Report above. We have two female Board members, representing one-third of the Board. Further details of diversity/gender in the Company are set out in the Environmental, Social and Governance Statement on page 34. Activities during the year The main areas of focus for the Committee during the year were a continued review of succession planning and consideration of Board and Executive Committee management appointments including: • William Eccleshare became a member of the Audit Committee on 3 August 2021, thereby ensuring each of the NEDs (other than the Company Chair) sits on each of the Board Committees; • The appointment of Jane Wilkinson to the Executive Committee on 2 August 2021. Jane replaced Andy Baker as Managing Director of The Lawyer and brings deep expertise in subscription revenue modelling and leading businesses in times of digital and data transformation. She is responsible for developing The Lawyer’s customer- centric approach and building on its recent transition into a multi-channel digital platform as part of Centaur’s MAP23 strategy. Colin Jones Chair of the Nomination Committee 15 March 2022 Dear Shareholder, I am pleased to present the report of the Nomination Committee for the year ended 31 December 2021. This report details the Committee’s ongoing responsibilities and key activities over the period. The Committee comprises myself and the three independent Non-Executive Directors, William Eccleshare (Senior Independent Director), Carol Hosey and Leslie-Ann Reed. Over the past 12 months, Centaur has continued to benefit from a stable, enthusiastic and committed Board and this has been invaluable in ensuring a calm and measured response to the continued challenges of the Covid pandemic and significant progress with executing on the MAP23 strategy. Nomination Committee responsibilities The Committee’s key responsibilities include: • Reviewing the Board’s structure, size and composition; • 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; • Identifying, nominating and reviewing 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. The appointment of Directors is a matter for the Board, which considers the recommendations of the Nomination Committee. The Committee is responsible for ensuring that the Board and the Board Committees are properly constituted and balanced in terms of skills, experience and 48 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Remuneration Committee Report Dear Shareholder, On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2021. Having come through an unprecedented and particularly difficult year in 2020, it is pleasing to see the levels of growth achieved by the team in 2021; a year still challenged by new variants of Covid and pandemic related restrictions. Across the business we have seen strong capabilities in adapting to the new working environment, enabling the team to continue to deliver exceptional customer service and drive business growth, all setting a solid foundation for 2022. The outstanding performance achieved this year is reflected in the levels of variable pay being awarded. There will be significant payments under the Annual Bonus Plan for the two Executive Directors and the senior management team, and there will be a small award for Swag Mukerji under the 2019 LTIP. Forecast awards under the in-flight LTIPs are looking very healthy as the business remains on track to achieve MAP23. The Committee believes the Remuneration Policy is working in a balanced manner, rewarding performance for short-term results and aligning Executive interests with those of Shareholders over the long term as strategic plans are developed and delivered. As such, in the tri-annual review of the Remuneration Policy, this year we have decided to keep the key elements of the Policy the same, albeit with some minor updates for governance developments. Details of the Policy can be found beginning on page 51 and we ask for your approval of this new Policy, which will take effect following the AGM in May and be in place until 2025. We are making an exceptional salary increase to Simon Longfield to ensure his base salary appropriately reflects his responsibilities and contribution to the business since he joined Centaur at the end of 2019. Swag Mukerji will receive a 3% increase in his salary, which is consistent with the lower level of salary award in the all-employee group, where an award is made. Both increases will take effect from 1 April 2022. The 2018 UK Corporate Governance Code states that pension provision for Executive Directors should be consistent with the workforce, which at Centaur is 5% of salary. The pension provision for Simon Longfield is consistent with this requirement. Swag Mukerji’s pension contribution is 9% of salary, a level set at the time of his appointment to the Board in 2016. Swag Mukerji has agreed that his pension contribution rate will be reduced by 1% per annum beginning in 2023, and it will reach the required 5% by the start of 2026. Whilst this is later than the Investment Association’s 2022 deadline, the Committee feels this is appropriate when considering his contractual entitlements. This report is in three parts: (i) this Annual Statement; (ii) the Directors’ Remuneration Policy Report, which sets out an updated Remuneration Policy which is proposed for approval by shareholders at the 2022 AGM; and (iii) the Annual Report on Remuneration. Committee membership and work of the Committee during the year During the year, Centaur’s Remuneration Committee comprised myself, Colin Jones, William Eccleshare and Leslie-Ann Reed. The Committee had four scheduled meetings during 2021 and met one further time. 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 2021; • Agreeing the performance against the targets for the 2020 annual bonus; • Agreeing the targets for the 2021 annual bonus plan; • Agreeing the award levels and performance targets for the 2021 LTIP awards; • Reviewing the Company’s share dilution capacity for LTIP awards; • Reviewing and setting remuneration for the Directors and senior management; • Reviewing workforce remuneration and alignment of workforce incentives and rewards; • Reviewing gender pay numbers and disclosures and the CEO Pay Ratio requirements; and • Reviewing the Remuneration Policy and agreeing the changes for the 2022 AGM. 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 2019) 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. • 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. 49 www.centaurmedia.comGOVERNANCE REPORT Remuneration Committee Report CONTINUED • The maximum annual bonus for Executive Directors will continue to be set at 100% of salary. The majority of bonus potential (80%) will be measured against financial-based targets with a minority (20%) based on strategic and personal objectives that includes an ESG target. Any annual bonus greater than 75% of salary will be awarded in Centaur Media Plc shares and deferred for three years; and • LTIP awards are expected to be granted on a basis consistent with awards granted in prior years in terms of grant levels (100% of salary). Performance targets will be based one-third on Adjusted EBITDA performance, one- third on Adjusted Basic EPS and one- third on relative TSR. Shareholder consultation and AGM approvals At the 2022 AGM, there will be a resolution to approve the updated Remuneration Policy and an advisory resolution on the Annual Statement and Annual Report on Remuneration for the year ended 31 December 2021. I hope we continue to receive your support. Carol Hosey Chair of the Remuneration Committee 15 March 2022 Implementation of the Remuneration Policy in 2021 The Committee implemented the current Remuneration Policy in 2021 as follows: • Base salary levels were increased for Executive Directors by 2% from 1 April 2021. As such, Swagatam Mukerji’s base salary increased from £320,000 to £326,400 and Simon Longfield’s base salary increased from £175,000 to £178,500; • There were no changes to pension or benefit provision; • A bonus plan for 2021 was agreed for both Executive Directors providing an opportunity equivalent to 100% of their salary with 80% of the opportunity based on financial objectives and 20% based on strategic and personal objectives. The resulting performance provides an award of 80.6% of salary for both Directors, of which 5.6% of salary will be awarded in shares. • The Committee granted LTIP awards to Swagatam Mukerji and Simon Longfield on 25 March 2021 over shares equal to 100% of their salaries. Performance conditions are attached to the LTIP awards relating to TSR, Group Adjusted EBITDA margin and Adjusted Basic EPS (each weighted one-third). • In relation to the 2019 LTIP awards granted to Swagatam Mukerji, two of the performance criteria (Profitable revenue growth and Group EBITDA margin growth) have not been achieved. However, the TSR performance criteria has been partially met such that 80% of one-third of the total award will vest on 3 October 2022, the third anniversary of the grant date. Simon Longfield was not in role at the date of grant for the 2019 LTIP awards. Further details are presented in the Annual Report on Remuneration. Remuneration Policy Review The current Remuneration Policy reaches the end of its three-year life in 2022. The Committee has reviewed the Policy and concluded that it remains fit for purpose other than to update it primarily for governance developments in respect of the 2018 UK Corporate Governance Code. As such, the main changes to the Policy from that approved by shareholders in 2019 are as follows: • Removal of the references to the one-off 2019 Incentive Plan (a one-off incentive plan approved by shareholders in 2019); • Introduction of a workforce aligned pension policy and the removal of the 15% of salary pension maximum limit previously operated; • Updating malus and clawback provisions in the annual bonus and LTIP to include reputational damage and insolvency; and • Introduction of post cessation shareholding guidelines. Given the very limited changes to the Remuneration Policy, the Committee concluded that it was not necessary to consult with major shareholders and the main shareholder representatives in advance of the 2022 AGM. Implementing the Remuneration Policy for 2022 • The base salary for Swagatam Mukerji is expected to increase on 1 April 2022 by 3% in line with the expected general workforce increases from £326,400 to £336,190. The base salary for Simon Longfield is expected to increase on 1 April 2022 from £178,500 to £200,000 to reflect his responsibilities and contribution to the business since he joined Centaur and market rates. • Simon Longfield will continue to receive a pension allowance equivalent to 5% of salary, in line with the pension arrangements for the general workforce. Swagatam Mukerji’s pension allowance equivalent to 9% of salary will be reduced by 1% of salary each year from 1 January 2023 for four years such that it will be 5% of salary from 1 January 2026. 50 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Directors’ Remuneration Policy The following section of the Directors’ Remuneration Report sets out the Directors’ Remuneration Policy (‘Policy’), which will be presented to shareholders for approval at the 2022 AGM. The main changes to the Policy from that approved by shareholders in 2019 are as follows: • Removal of the references to the one-off 2019 Incentive Plan (a one-off incentive plan approved by shareholders in 2019); • Introduction of a workforce aligned pension policy and the removal of the 15% of salary pension maximum limit previously operated; • Updated malus and clawback provisions to include reputational damage and insolvency; and • Introduction of post cessation shareholding guidelines. Policy scope The Policy applies to the Chair, Executive Directors and Non-Executive Directors. Policy duration Subject to shareholder approval at the 2022 AGM, the Committee’s current intention is that the Policy will be operated for the next three years until the 2025 AGM. All payments to Directors during the policy period will be consistent with the approved policy. Consideration of shareholder views The Committee considers shareholder feedback received in relation to the Annual Report and AGM each year. This feedback, plus any additional feedback received during the course of the year, is then considered as part of the Company’s annual review of its Remuneration Policy. In addition, the Committee will seek to engage directly with major shareholders and their representative bodies should any material changes be made to the Directors’ Remuneration Policy. Details of votes for and against the resolution to approve last year’s Remuneration Report and the 2019 Remuneration Policy are set out in the Annual Report on Remuneration. Directors’ Remuneration Policy The table below sets out the main components of the Remuneration Policy which will be put to shareholders for approval at the 2022 AGM. Note that payments may be made under arrangements in place under a previous policy (including pension, other benefits and incentives). The remuneration offered to employees of the Group will be adapted to reflect local market practice and seniority. Overview of Remuneration Policy Centaur recognises the need to attract, retain and incentivise executives with the appropriate skills and talent to manage and develop the Group’s businesses, drive the Group’s strategy and deliver shareholder value. The main principles of the Directors’ Remuneration Policy are: • To achieve total remuneration packages that are competitive in the sector within which the Group operates and with the market in general; • To provide an appropriate balance between fixed and variable remuneration which rewards high levels of performance whilst managing risk to the business; and • To incentivise and retain management and to align their interests with those of shareholders. Considerations of employment conditions elsewhere in the Group The Committee considers the base salary increases and remuneration policies and practice more generally for all employees when determining the annual salary increases and remuneration policy for the Executive Directors. Employees are given the opportunity to provide feedback to management and the Board throughout the year on various matters, including the Directors’ Remuneration Policy, via a number of different communication channels that have been established at the Company. 51 www.centaurmedia.comGOVERNANCE REPORT Directors’ Remuneration Policy CONTINUED PURPOSE AND LINK TO STRATEGY OPERATION MAXIMUM ELEMENT Base salary Reflects the value of the individual and their role Reviewed annually, normally effective 1 April Reflects skills and experience over time Paid in cash on a monthly basis Provides an appropriate level of basic fixed income avoiding excessive risk arising from over reliance on variable income Pensionable Benchmarked against companies with similar characteristics and sector comparators The Committee has not set a maximum level of salary. Increases will be set in the context of salary increases amongst the wider workforce The Committee retains the discretion to make increases above this level in certain circumstances, for example, but not limited to: • An increase in the individual’s scope and responsibilities • Alignment to the external market • An increase to reflect an individual’s performance and development in the role, e.g. where a new appointment is recruited at a lower salary level and is awarded stepped increases 100% of salary Annual bonus Incentivises annual delivery of financial and strategic goals Maximum bonus only payable for achieving demanding targets Targets reviewed annually Not pensionable Deferral of any bonus over 75% of base salary into shares for three years Dividend equivalents may be payable on deferred share awards Long-term incentives Aligns to main strategic objectives of delivering profit growth and shareholder return Annual grant of conditional awards or nil cost options Awards capped at 100% of salary (200% in exceptional circumstances) A two-year holding period post vesting applies for LTIPs granted after May 2019 Dividend equivalents may be payable on shares to the extent awards vest 52 PERFORMANCE TARGETS AND RECOVERY PROVISIONS Not applicable Normally measured over a one- year performance period Primarily based on Group’s annual financial performance (majority) Personal and/or strategic objectives (minority) Malus and clawback provisions apply Normally a three-year performance period Maximum performance: up to 100% of award Performance is based on financial and/or share price- based and/or strategic/ESG measures (e.g. EPS and relative TSR) The Committee may alter the weighting and targets for each grant annually if it determines that it is appropriate to do so Awards vest as follows: • Threshold performance: up to 25% of award • Maximum performance: up to 100% of award • Malus and clawback provisions apply Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 OPERATION MAXIMUM Workforce aligned for the CFO and any new Executive Director. The CEO’s pension provision will be workforce aligned by 1 January 2026 PERFORMANCE TARGETS AND RECOVERY PROVISIONS Not applicable There is no maximum. Set at a level which the Committee considers is appropriate in the context of the circumstances of the role/individual and local market practice Not applicable ELEMENT Pension PURPOSE AND LINK TO STRATEGY Provides competitive retirement benefits Provides an opportunity for Executive Directors to contribute to their own retirement plan Other benefits Aids retention and recruitment Share ownership To provide alignment of interests between Executive Directors and shareholders Defined contributions made to the Executive Director’s own pension plan. Cash alternatives may also be paid in full or in part Executive Directors are provided with private medical insurance Other benefits including company car allowance and car parking may be provided if considered appropriate by the Committee In employment: 200% of salary Not applicable 50% of the net of tax vested LTIP shares required to be retained until the guideline is met Post employment: 100% of the in-employment guideline (or actual shareholding if lower) for two years post cessation of employment excluding: (i) own shares purchased; and (ii) shares vesting from any share award granted prior to the 2022 AGM Notes 1. The Annual Report on Remuneration sets out how the Company implemented the Policy in 2021 and how it will apply the new Policy in 2022. 2. Not all employees have a bonus opportunity. Below Executive Director level bonus opportunities are lower and participation in the LTIP is limited to Executive Directors and certain selected senior management. Other employees are eligible to participate in the Company’s all employee share plan. In general, these differences arise to ensure remuneration arrangements are competitive in the market, together with the fact that remuneration of the Executive Directors and senior executives typically has a greater emphasis on performance related pay. All bonus schemes are discretionary. 3. The choice of performance metrics applicable to the annual bonus plan reflect the Committee’s belief that any incentive compensation should be appropriately challenging and primarily tied to financial measures. 4. The EBITDA, EPS and TSR performance conditions applicable to the 2021 LTIP awards were selected by the Committee on the basis that they are consistent with rewarding the delivery of long-term returns to shareholders and the Group’s financial growth. 5. Executive Directors may participate in any all-employee share plan, in line with HMRC limits, and to the extent offered. 6. Post cessation guidelines will be operated via a self-certification approach during the two-year period, post cessation. 53 www.centaurmedia.comGOVERNANCE REPORT Directors’ Remuneration Policy CONTINUED Malus and clawback The current malus (prior to vesting) and clawback (within 3 years of vesting) triggers include misstatement of results, error and gross misconduct. In addition, reputational damage (or potential reputational damage, if it were made public) and insolvency event/corporate failure will also apply to the 2022 annual bonus (and any deferred bonus award granted in 2023 in respect of a 2022 bonus) and the 2022 LTIP grant. Reward Scenarios Based on base salaries as at 1 April 2022, minimum, on-target (50% of incentive potential assumed) and maximum reward scenarios are shown below. In addition, the maximum scenario assuming a 50% share price growth is also shown. £1,250 £1,000 £750 £500 £250 £0 £1,211 14% £1,043 32% 28% 32% 28% £707 24% 24% £370 £712 14% £612 33% 28% 33% 28% £412 24% 24% £212 100% 52% 36% 30% 100% 52% 34% 30% Mimimum On-target Maximum Maximum with share price growth Mimimum On-target Maximum Maximum with share price growth Chief Executive Officer Chief Financial Officer ■ Fixed Pay ■ Annual bonus ■ Long-term incentive ■ Share price growth Approach to recruitment and promotions The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s prevailing approved remuneration policy at the time of appointment and would take into account the skills and experience of the individual, the market rate for a candidate of that experience and the importance of securing the relevant individual. On recruitment, salary may (but need not necessarily) be set below the normal market rate, with phased increases as the executive gains experience. Pension provision will be aligned to that provided to the general workforce. Incentive awards would be no more than set out in the Policy table above. In addition, on recruitment the Company may compensate for amounts foregone from a previous employer (using Listing Rule 9.4.2 if necessary) taking into account the quantum foregone and, as far as reasonably practicable, the extent to which performance conditions apply, the form of award and the time left to vesting. For an internal promotion, any variable pay element awarded in respect of the prior role would be allowed to pay out according to its terms. Any other ongoing remuneration obligations existing prior to appointment may continue, provided that they are put to shareholders for approval at the earliest opportunity. The Committee may agree that the Company will meet relocation, legal fees or incidental costs where appropriate. 54 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Service contracts and loss of office payments The current Executive Directors have service contracts which have a 12-month notice period, dated 21 September 2016 for Swagatam Mukerji and 6 November 2019 for Simon Longfield. In respect of these service contracts, at the Board’s discretion, a payment in lieu of any unexpired notice may be paid, comprising an amount for base salary, pension and any accrued holiday entitlement. The amount may be paid in one lump sum or in two instalments and mitigation will be applied to the second instalment. If termination is within six months of a change of control, a payment equal to 12 months’ salary, pension and accrued holiday pay is payable. Where the Company terminates the contract in any other manner, any damages shall be calculated in accordance with common law principles including those relating to mitigation of loss. Notwithstanding the above, the Company is entitled to terminate employment without compensation, damages or payment in lieu of notice in specified circumstances (e.g. serious misconduct). An annual incentive will normally be payable for the period of the financial year served, although it will normally be pro-rated and paid at the normal pay-out date. Any share-based entitlements granted to an Executive Director under the Company’s share plans will be determined based on the relevant plan rules. However, in certain prescribed circumstances, such as death, disability, retirement or other circumstances at the discretion of the Committee, ‘good leaver’ status may be applied. For good leavers, awards will normally vest at the vesting date set out in the relevant award, subject to the satisfaction of the relevant performance conditions at the time and reduced pro-rata to reflect the proportion of the performance period actually served. However, the Committee has discretion to determine that awards vest at cessation of employment or to dis-apply time pro-rating. In addition to the above, outplacement support may be provided and legal fees or any other minor incidental costs which are considered appropriate may be payable. Remuneration Policy for the Chair and Non-Executive Directors The Company Chair’s fee is determined by the Remuneration Committee (other than the Company Chair, if he sits on the Committee). The fees for the Non-Executive Directors are set by the Board, excluding the Non-Executive Directors. The table summarises the key aspects of the Remuneration Policy for the Chair and Non-Executive Directors: PERFORMANCE TARGETS AND RECOVERY PROVISIONS Not applicable ELEMENT Chair and Non-Executive Directors fees PURPOSE AND LINK TO STRATEGY Reflect time commitments and responsibilities of each role, in line with those provided by similarly sized companies OPERATION MAXIMUM Cash fee normally paid on a monthly basis Reimbursement of incidental expenses where appropriate Reviewed periodically An additional amount will be paid for chairing a Committee or being the Senior Independent Director There is no prescribed maximum annual fee or fee increase The Committee and Board are guided by the general increase in the Non-Executive market, but may decide to award a lower or higher fee increase to recognise, for example, an increase in the scale, scope or responsibility of the role or take account of relevant market movements Letters of appointment The Chair and Non-Executive Directors have letters of appointment with the Company, which are for an initial three-year period with the option for an extension for a further three-year period and provide for a notice period of three months. All of the current Non-Executive Directors have chosen to submit to annual re-election at each AGM. Colin Jones William Eccleshare Carol Hosey Leslie-Ann Reed First appointed as a Director 1 September 2018 Current letter of appointment commencement date 1 September 2021 Current letter of appointment expiry date 1 September 2024 1 July 2016 1 July 2019 1 July 2022 5 February 2020 5 February 2020 5 February 2023 1 March 2020 1 March 2020 1 March 2023 Approach to fees on recruitment For the appointment of a new Chair or Non-Executive Director, the fee will be set in accordance with the approved remuneration policy in force at that time. 55 www.centaurmedia.comGOVERNANCE REPORT Annual Report on Remuneration A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2022 is set out below. Base salary The Executive Directors’ current and proposed salaries are as follows: Swagatam Mukerji Simon Longfield From 1 April 2022 £ 336,190 200,000 From 1 April 2021 £ 326,400 178,500 % change 3% 12% 1 Swagatam Mukerji is expected to receive a 3% salary increase from 1 April 2022 in line with the expected general workforce increase. 2 Simon Longfield is expected to receive a 12% salary increase from 1 April 2022 to reflect his responsibilities and contribution to the business since he joined Centaur and market rates. Pension and benefits Simon Longfield will continue to receive a pension allowance equivalent to 5% of annual salary, in line with the pension arrangements for the general workforce. Swagatam Mukerji’s pension allowance equivalent to 9% of annual salary will be reduced by 1% of salary each year from 1 January 2023 for four years such that it will be 5% of salary from 1 January 2026. Annual bonus for 2022 The maximum bonus for Executive Directors will continue to be set at 100% of salary. The majority (80%) of bonus potential will be measured against financial-based targets with a minority (20%) based on strategic and personal objectives. Any annual bonus greater than 75% of basic salary will be awarded in Centaur Media Plc shares and deferred for three years. Long-term incentives for 2022 LTIP awards will be granted to Executive Directors in 2022 as follows: • One-third will be based on Adjusted EBITDA. EBITDA thresholds and targets will be set for the year ending 31 December 2024 in line with the Company’s long-term business plan. • One-third will be based on Adjusted Basic EPS. The EPS target range for these awards will also be set for the year ending 31 December 2024 in line with the Company’s long-term business plan. • One-third will be based on relative TSR measured against the constituents of the FTSE SmallCap (excluding investment trusts). 25% of this part of the award will vest for median TSR increasing pro-rata to 100% vesting for upper quartile TSR over the three years ending 31 December 2024. In addition to the TSR performance condition, the Committee will need to be satisfied that the Company’s TSR performance reflects the underlying financial performance of the Company for this part of an award to vest. The performance targets for the above awards, of which the EBITDA and EPS targets are derived from the performance envisaged under the Company’s long-term business plan, will be disclosed in next year’s Directors’ Remuneration Report, subject to any commercial sensitivity. Fees for the Chair and Non-Executive Directors The fees for the Chair and the Non-Executive Directors from 1 April 2022 are as follows: From 1 April 2022 £ 103,000 As at 1 April 2021 £ 100,000 46,350 46,350 46,350 45,000 45,000 45,000 % change 3% 3% 3% 3% Colin Jones William Eccleshare Carol Hosey Leslie-Ann Reed 56 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Remuneration received by Directors for the year (audited) Directors’ remuneration for the years ended 31 December 2021 and 2020 was as follows: Salary and fees £ 324,800 320,000 177,625 175,000 100,000 95,000 44,694 41,586 45,000 34,833 45,000 39,000 – 10,944 – 10,944 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Benefits £ Bonus1 £ Pension3 £ LTIP4 £ Total £ Total Fixed £ Total Variable £ 3,976 3,881 2,167 – – – – – – – – – – – – – 263,211 37,322 110,947 740,256 366,098 374,158 61,867 19,783 143,943 33,833 8,654 8,750 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 405,531 343,664 61,867 332,389 188,446 143,943 217,583 183,750 33,833 100,000 100,000 95,000 44,694 41,586 45,000 34,833 45,000 39,000 95,000 44,694 41,586 45,000 34,833 45,000 39,000 – – 10,944 10,944 – – 10,944 10,944 – – – – – – – – – – – – Executive Directors Swagatam Mukerji Simon Longfield Non-Executive Directors Colin Jones2 William Eccleshare2 Leslie-Ann Reed2 (appointed 1 March 2020) Carol Hosey2 (appointed 5 February 2020) Former Directors Robert Boyle (to 31 March 2020) Rebecca Miskin (to 31 March 2020) Notes: 1 The 2021 bonus amounts relate to bonuses earned in 2021 and payable in 2022. 2 The Non-Executive Directors agreed to waive 20% of their fees for 3 months between June and August 2020. 3 Swagatam Mukerji’s pension includes an additional payment of £8,090 that was underpaid in 2019 and 2020 due to an administration error. 4 The LTIP remuneration relates to the 2019 LTIP awards for which the performance period ended on 31 December 2021 and which will vest in October 2022. Further information is shown on page 58. Annual bonus for the year (audited) The 2021 bonus opportunity for the CEO and CFO was set at 100% of salary. The majority (80%) of bonus potential was measured against financial-based targets with a minority (20%) based on strategic and personal objectives. The performance against the financial objectives for both the CEO and the CFO was as follows: Measure Adjusted EBITDA (excluding the impact of IFRS 16) Revenue Threshold value Target value Threshold opportunity Target opportunity Result value Performance Opportunity payable £4.03m £35.37m £5.37m £39.30m 30% 0% 60% 20% £4.70m £39.08m 50.0% 94.4% 45.0% 18.9% 57 www.centaurmedia.comGOVERNANCE REPORT Annual Report on Remuneration CONTINUED The Committee reviewed and discussed the achievement against the personal objectives, as part of the year end review process, for both the CEO and CFO, and the performance against the personal objectives, as determined by the Committee, was as follows: Executive Weighting Performance Opportunity payable Objective Develop strategic actions for Flagship 4 brand in conjunction with BU MDs Continue Centaur’s cultural transformation through empowerment and capability improvement Build on suite of KPIs which enable external and internal readers to obtain insight as to how Centaur is performing Develop and implement pricing and discounting strategy for Flagship 4 CEO CEO CFO CFO One-third One-third 83% 67% One-third 50% The aggregated performance results in a bonus equivalent to: CEO: 16.7% CFO: 16.7% Develop and implement an ESG plan CEO and CFO One-third each One-third 100% 100% The above assessment against financial targets and strategic and personal objectives resulted in the following bonuses for 2021: Executive Swagatam Mukerji Simon Longfield Base salary £ £326,400 £178,500 Maximum opportunity (% of salary) 100% Performance outcome (% of maximum) 80.6% 100% 80.6% Bonus outcome £ 263,211 143,943 Cash element £ 244,800 133,875 Deferred shares element £ 18,411 10,068 Vesting of 2019 LTIP awards With respect to the LTIP awards granted to Executive Directors (Swagatam Mukerji) on 3 October 2019 which will vest on 3 October 2022, vesting is based one-third on EBITDA, one-third on Profitable Revenue Growth and one-third on TSR for the three-year performance period to 31 December 2021. Further details relating to these awards are provided in the table below: Performance Condition Weighting Targets Adjusted Group EBITDA Margin Growth1 One-third Profitable Revenue Growth from 2018 to 2021 One-third 0% vesting below 13.1% 100% vesting at 15.9% Pro rata straight-line vesting between Nil and 100% 0% vesting below 50% (£2.0m growth) 25% vesting – 50% = (£2.0m growth) – median 100% vesting (£4.0m growth) Pro rata on a straight-line basis between 25% and 100% Relative TSR vs FTSE SmallCap index (excluding investment trusts) One-third 0% vesting below median 25% vesting at median 100% vesting at upper quartile Straight-line vesting between these points Total LTIP vesting 1 The EBITDA targets were set excluding the impact of IFRS 16. The 2019 LTIP awards will therefore vest as follows: Actual Outcome Below threshold Below threshold Second quartile, ranked 38 out of 118 companies Proportion of award to vest 0% 0% 79.7% 26.6% Director Swagatam Mukerji Number of shares under award 758,293 Vesting 26.6% Number of shares vesting 201,355 Value on award £ 84,972 Value from share price increase1 £ 25,975 Value on vesting2 £ 110,947 1 Value from share price increase based on a 42.2p share price at the time of grant of the award in October 2019, to the three-month average share price to 31 December 2021 of 55.1p. 2 The value of shares on vesting is based on a three-month average share price to 31 December 2021 of 55.1p and will be restated next year based on the actual share price on the date of vesting. 58 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Grant of LTIP awards in 2021 LTIP grants were made on 25 March 2021 to Swagatam Mukerji and Simon Longfield in their roles as CEO and CFO respectively over shares equal to 100% of salary with performance tests based on Adjusted Basic EPS, Group Adjusted EBITDA margin and relative TSR (each weighted one-third). Details of this award are set out below: Director Swagatam Mukerji Award date 25 March 2021 Number of shares under award 826,329 Simon Longfield 25 March 2021 451,898 Face value of award1 £326,000 Performance conditions See below £178,500 See below Basis 100% of base salary 100% of base salary Performance period 1 January 2021 to 31 December 2023 1 January 2021 to 31 December 2023 1 The share price used to calculate the face value of the award was the average share price for the 5 working days prior to the date of grant. The performance conditions for this award, including EBITDA and EPS targets derived from MAP23, are set out in three parts below: Performance condition Adjusted Basic EPS1 Weighting Measurement period One-third 3 years to 31 December 2023 Targets Threshold2 Max2 % of shares which will vest if target achieved 25% 100% Between threshold and max Straight-line basis between 25% and 100% Group Adjusted EBITDA margin2 One-third 3 years to 31 December 2023 Threshold %2 Max %2 25% 100% Relative TSR vs FTSE SmallCap index (excluding investment trusts) at 1 January 20213 Between bottom and max Straight-line basis between 25% and 100% One-third 3 years to 31 December 2023 Median Upper Quartile or above 25% 100% Between Median and Upper Quartile Pro–rata on a straight–line basis between 25% and 100% 1 Adjusted Basic EPS is defined as reported on the face of the Group’s Income Statement. 2 The performance targets for Adjusted Basic EPS and Adjusted EBITDA for the three years, derived from MAP23, are commercially sensitive and are not disclosed. They will remain commercially sensitive during the three-year period of performance until the calculation is performed and disclosed in the 2023 Annual Report. 3 The TSR element will only vest if there has been sustained improvement in the Company’s underlying financial performance over the performance period. TSR is measured over the 3-year period from 1 January 2021–31 December 2023. Swagatam Mukerji purchased 4,161 shares during the period under the Share Incentive Plan. The Company matched these shares on a 1 for 2 basis in accordance with the Plan rules, resulting in 2,081 matching shares being awarded in the year. Board changes and payments for loss of office (audited) There were no Board changes or payments for loss of office during 2021. 59 www.centaurmedia.comGOVERNANCE REPORT Annual Report on Remuneration CONTINUED Payments to past Directors (audited) Consistent with a long-standing arrangement, Graham Sherren, former Chief Executive Officer and Chair, was paid £3,000 during the year (2020: £3,000) for advisory services performed. Directors’ shareholding and share interests (audited) The tables below set out details of Executive Directors’ outstanding share awards under LTIP schemes (which will vest in future years, subject to performance and continued service). Under each scheme the exercise price is £nil. Granted Exercised Lapsed At 31 December 2021 Date of award Performance period Exercise period Share price on date of grant Swagatam Mukerji 2018 20191 2020 2021 Simon Longfield 2020 2021 At 31 December 2020 506,072 758,293 960,000 – – – – 826,329 2,224,365 826,329 525,000 – – 451,898 525,000 451,898 – 506,072 – 06/04/18 01/01/18– 31/12/20 06/04/21– 05/10/21 01/01/19– 31/12/21 03/10/22– 02/04/23 01/01/20– 30/06/23 30/06/23– 31/12/23 01/01/21– 31/12/23 25/03/24– 24/09/24 758,293 03/10/19 960,000 30/06/20 826,329 25/03/21 2,544,622 525,000 30/06/20 451,898 25/03/21 01/01/20– 30/06/23 30/06/23– 31/12/23 01/01/21– 31/12/23 25/03/24– 24/09/24 976,898 50.2p 42.2p 25.0p 39.5p 25.0p 39.5p – – – – – – – – – – – – – – 1 LTIPs granted in 2019 will vest at 26.6% of the maximum on 3 October 2022. The table below sets out the number of shares held or potentially held by Directors (including their connected persons where relevant). Executive Swagatam Mukerji1 Simon Longfield Non-Executives Colin Jones William Eccleshare Carol Hosey Leslie-Ann Reed Interests in ordinary shares 31 December 2020 31 December 2021 397,206 72,769 403,448 72,769 140,000 140,000 – – – – – – Shareholding guideline achieved? Interests in share schemes LTIP Total 2,544,622 2,948,070 976,898 1,049,667 – – – – 140,000 – – – No No N/A N/A N/A N/A 1 370,227 of these interests in ordinary shares are held by Rina Mukerji. 60 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Performance graph The graph below shows the TSR of Centaur Media plc compared to the performance of the FTSE SmallCap index (excluding investment trusts) over the last ten and a half years. This comparator has been chosen on the basis that it is the index against which performance for the purpose of share awards made under the LTIP is assessed. Owing to the change to the financial year end in 2014, there was no financial year ended 30 June 2014 and, instead, TSR performance for the 18 months ended 31 December 2014 is shown. The graph shows the value of £100 invested in Centaur Media plc on 1 July 2011 compared with the value of £100 invested in the FTSE SmallCap index (excluding investment trusts) at each financial period end. Total Shareholder Return Source: Refinitiv Datastream 350 300 250 200 150 100 50 0 30 June 2011 30 June 2012 30 June 2013 31 Dec 2014 31 Dec 2015 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019 31 Dec 2020 31 Dec 2021 Centaur Media FTSE SmallCap (excluding Investment Trusts) History of remuneration for the CEO The table below sets out the CEO single figure of total remuneration over the past ten and a half years. Period ended 31 December 2021 31 December 2020 31 December 2019 31 December 2019 31 December 2018 31 December 2017 31 December 2016 31 December 2015 CEO Swagatam Mukerji Swagatam Mukerji Swagatam Mukerji (from 4 September 2019) Andria Vidler (until 30 September 2019) Andria Vidler Andria Vidler Andria Vidler Andria Vidler 31 December 2014 (18-months) Andria Vidler (from 14 November 2013) Total remuneration £ 740,256 Annual bonus (% of max) 81 Long-term incentives (% of max) 27 405,531 258,7431 975,4252 430,859 558,526 422,605 416,607 670,077 514,920 Geoff Wilmot Geoff Wilmot 363,3213 Geoff Wilmot 568,673 19 70 63 0 37 0 2 56 0 7 58 0 N/A 50 0 0 0 N/A N/A 0 0 0 30 June 2013 30 June 2012 30 June 2011 1 Based on salary and benefits for the period from 4 September 2019 to 31 December 2019 and a pro-rated portion of the 2019 IP relating to that period. Excludes the LTIP part of his remuneration on the basis that this related to his role as CFO. 2 Based on total remuneration including salary, benefits, 2019 IP and LTIP remuneration, but excluding £392,642 contractual notice payment. 3 Excludes £384,704 termination and contractual notice payment as detailed in the 2013 Report and Accounts. 61 www.centaurmedia.comGOVERNANCE REPORT Annual Report on Remuneration CONTINUED Change in remuneration of the CEO, other Directors and employees The percentage change in remuneration between 2020 and 2021, excluding LTIP and pension contributions for the CEO, CFO, Non- Executive Directors and for the average of all other employees in the Group was as follows: Executive Directors Swagatam Mukerji1,2 Simon Longfield2,3 Non-Executive Directors Colin Jones4,5 William Eccleshare4 Carol Hosey4 Leslie-Ann Reed4 Employee population6 % change 2020 v 2019 % change 2021 v 2020 Base salary Taxable Benefits Annual Bonus Base salary Taxable Benefits 15% 0% 13% (5%) 0% 0% (11%) 6% 0% N/A N/A N/A N/A (6%) (85%) N/A N/A N/A N/A N/A (71%) 2% 2% 5% 7% 15% 29% 9% 2% N/A N/A N/A N/A N/A 55% Annual Bonus 325% 325% N/A N/A N/A N/A 274% 1 The increase in salary for Swagatam Mukerji in 2020 reflects the uplift in salary on his appointment as CEO in September 2020. 2 The increase in bonuses of 325% in 2021 reflects the decrease in bonus opportunity in 2020 to 20% of the standard opportunity as a result of Covid. 3 Simon Longfield did not have any taxable benefits in 2020, but joined the Group’s medical insurance plan on 1 January 2021. 4 Included within the increase in salary for the Non-Executive Directors is a 5% impact from the 20% reduction in fees that they waived between June and August 2020. In addition, Carol Hosey and Leslie-Ann Reed joined part way through 2020 resulting in an increase in salary year-on-year. Only William Eccleshare received an increase in annual fees of 2.8% as at 1 April 2021. 5 The increase in salary for Colin Jones in 2020 reflects the full year impact of the uplift in salary on his appointment as Chair in June 2019. 6 Calculated based on average remuneration for all employees in the Group (excluding discontinued operations). CEO pay ratio The tables below set out a comparison of the CEO total remuneration to the equivalent remuneration of the upper quartile, median and lower quartile UK employees: Year 2021 2020 Method Option C1 Option C1 25th %tile pay ratio 24:1 14:1 Median pay ratio 17:1 10:1 75th %tile pay ratio 10:1 7:1 1 The Group has used Option C given that this method of calculation was considered to be the most efficient and robust approach in respect of gathering recent and readily available data for 2021 and 2020. The annualisation of employee remuneration data in the final month of the relevant year end is considered to be representative of the relevant quartiles. Year 2021 2020 25th %tile £30,000 £28,014 Salary Median £39,000 £36,360 Total remuneration 75th %tile 25th %tile £55,661 £51,000 £31,500 £29,988 Median £43,050 £40,000 75th %tile £77,070 £57,740 Relative importance of the spend on pay The following table sets out the percentage change in distributions to shareholders and employee remuneration costs. Employee remuneration costs Dividends paid and share repurchases 2021 £19.3m £1.5m 2020 % Change £17.3m £nil 12% N/A 62 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Remuneration Committee The Remuneration Committee is responsible for monitoring, reviewing and making recommendations to the Board at least annually on the broad policy for the remuneration of the Executive Directors, the Chair, Company Secretary and management tier below the Board. It also determines their individual remuneration packages, including pension arrangements, bonuses and all incentive schemes and the determination of targets for any performance-related pay schemes operated by the Group. In addition, the Committee reviews pay and conditions across the workforce and takes this into account when considering executive remuneration. Minutes of Committee meetings are circulated to the Board once they have been approved by the Committee. External advisors The Remuneration Committee has access to independent advice where it considers it appropriate. During the year, the Committee sought advice relating to executive remuneration from FIT Remuneration Consultants (‘FIT’), who were appointed by the Committee. The Committee is satisfied that the advice received from FIT in relation to executive remuneration matters during the year under review was objective and independent. FIT is a member of the Remuneration Consultants Group and abides by the Remuneration Consultants Group Code of Conduct. The fees charged by FIT for the year, based on time and materials, amounted to £10,068. Statement of shareholder voting The voting results for the Directors’ Remuneration Policy (2019 AGM) and last year’s Directors’ Remuneration Report were as follows: Resolution Approval of Directors’ Remuneration Policy in 2019 Approval of Directors’ Remuneration Report in 2021 Number of votes for (and percentage of votes cast) 102,537,475 (87.8%) 102,652.540 (99.98%) Number of votes against (and percentage of votes cast) 14,247,400 (12.2%) 20,374 (0.02%) Number of votes cast 116,784,875 Number of votes withheld 3,233 102,672,914 15,000 DIRECTORS’ REMUNERATION POLICY Approval The Board of Directors has approved this Remuneration Committee Report, including both the Directors’ Remuneration Policy and the Annual Report on Remuneration. Signed on behalf of the Board of Directors Carol Hosey Chair of the Remuneration Committee 15 March 2022 63 www.centaurmedia.comGOVERNANCE REPORT Statement of Directors’ Responsibilities in Respect of the Financial Statements • the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in office at the date the Directors’ Report is approved: • • so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company’s auditors are aware of that information. By order of the Board Helen Silver Company Secretary 15 March 2022 The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ confirmations The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are listed in the Governance Report confirm that, to the best of their knowledge: • • the Company financial statements, which have been prepared in accordance with UK-adopted IASs, give a true and fair view of the assets, liabilities, financial position and result of the Company; the Group financial statements, which have been prepared in accordance with UK-adopted IASs, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards (IASs), with future changes being subject to endorsement by the UK Endorsement Board. Therefore, the Directors have prepared the Group financial statements in accordance with UK-adopted IASs and Company financial statements in accordance with UK-adopted IASs. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to: • • select suitable accounting policies and then apply them consistently; state whether applicable UK-adopted IASs have been followed for the Group financial statements and UK- adopted IASs have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; • make judgements and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 64 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Independent Auditor’s Report TO THE MEMBERS OF CENTAUR MEDIA PLC To the members of Centaur Media PLC Opinion We have audited the financial statements of Centaur Media Plc (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2021 which comprise the Consolidated statement of comprehensive income, Consolidated and Company statement of changes in equity, Consolidated and Company statement of financial position, Consolidated and Company cash flow statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. In our opinion, the financial statements: • give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2021 and of the Group’s profit for the year then ended; • have been properly prepared in accordance with UK adopted international accounting standards; and • have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Director’s use of the going concern basis of accounting in the preparation of the Group and parent Company financial statements is appropriate. Our evaluation of the Director’s assessment of the Group and parent Company’s ability to continue to adopt the going concern basis of accounting included: • Assessing the cash flow requirements of the Group over the duration of the viability statement based on budgets and forecasts; • Understanding what forecast expenditure is committed and what could be considered discretionary; • Considering the liquidity of existing assets on the statement of financial position; • Considering the terms of the finance facilities and the amount available for drawdown; and • Considering potential downside scenarios and the resultant impact on available funds. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Group reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Director’s considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview of our audit approach Our application of Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be £200,000, based on a variety of performance based metrics, including 3% of adjusted EBITDA and 0.5% of revenue. Materiality for the parent Company financial statements as a whole was set at £150,000 based on a percentage of total assets. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. For the Group performance materiality was set at £140,000 and £105,000 for the parent Company. Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and Directors’ remuneration. We agreed with the Audit Committee to report to it all identified errors in excess of £10,000. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit The scope of the audit work and the design of audit tests undertaken was solely for the purposes of forming an audit opinion on the consolidated financial statements of the Group. All entities included within the scope of the consolidation were included within the scope of our audit testing. 65 www.centaurmedia.comFINANCIAL STATEMENTS Independent Auditor’s Report TO THE MEMBERS OF CENTAUR MEDIA PLC CONTINUED Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. We identified going concern as a key audit matter and have detailed our response in the conclusions relating to going concern section above. This is not a complete list of all risks identified by our audit. Key audit matter How the scope of our audit responded to the key audit matter Valuation of Goodwill and intangible assets (see note 10) The Group has a significant balance of intangible assets at 31 December 2021 and there is a risk that it could be impaired. The valuation of the recoverable amount of goodwill and intangible assets has a high degree of estimation uncertainty, with a potential range of reasonably possible outcomes greater than our materiality for the financial statements as a whole. There is significant judgement with regard to assumptions and estimates involved in forecasting future cash flows, which form the basis of the assessment of the recoverability of goodwill balances. These include forecast revenues, operating margin, long-term growth rates and the discount rate used. The financial statements disclose the sensitivity estimated by the Group. Our procedures included: • Assessing the Group’s budgeting review and approval procedures upon which the cash flow forecasts are based. • Comparing the Group’s assumptions to externally derived data in relation to key inputs such as projected economic growth, market premium and discount rates. To challenge the reasonableness of the assumptions we also assessed the historical accuracy of the Group’s forecasting. • Performing scenario-specific models including changes to, and breakeven analysis on, the discount rate, long-term growth rates and forecast cash flows. • Assessing whether the Group’s disclosures about the sensitivity of the outcome of the impairment assessment to changes in key assumptions reflected the risks inherent in the valuation of goodwill. We found the resulting estimate of the recoverable amount of goodwill and intangible assets to be acceptable. Valuation of Investments in the Parent Company (see note 13) We consider the carrying value of investments in the Group by the Parent Company and the risk over potential impairment to be a significant audit risk due to the inherent uncertainty involved in forecasting and discounting future cash flows, which are the basis of the assessment of recoverability. We consider the key inputs into the impairment model to be the approved business plans and assumptions for the growth and discount rates. Our procedures included: • Assessing the Group’s budgeting review and approval procedures upon which the cash flow forecasts are based. • Comparing the Group’s assumptions to externally derived data in relation to key inputs such as projected economic growth, market premium and discount rates. To challenge the reasonableness of the assumptions we also assessed the historical accuracy of the Group’s forecasting. • Performing scenario-specific models including changes to, and breakeven analysis on, the discount rate, long-term growth rates and forecast cash flows. We found the resulting estimate of the recoverable amount of investments to be acceptable. Revenue recognition (see note 2) Revenue is recognised in accordance with the accounting policy set out in the financial statements. We focus on the risk of material misstatement in the recognition of revenue, as a result of both fraud and error, because revenue is material and is an important determinant of the Group’s profitability, which has a consequent impact on its share price performance. Our procedures included: • Validating that revenue is recognised in accordance with the stated accounting policies in compliance with IFRS. • Ensuring that cut off was correctly applied across all revenue streams. • Validating a sample of revenue items to confirm revenue was being recognised in line with IFRS and ensuring the services were delivered within the period. • Assessing the adequacy of the Group’s disclosures related to revenue. We concluded that revenue was reasonably stated. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 66 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 financial statements and has been prepared in accordance with applicable legal requirements; and • information about the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in: • • the strategic report or the directors’ report; or the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a corporate governance statement has not been prepared by the Parent Company. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion based on the work undertaken in the course of our audit • • the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the Corporate governance statement We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Statement specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified on page 40; • Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why they period is appropriate set out on page 26: • Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as set out on page 26; • Directors’ statement on fair, balanced and understandable set out on page 64: • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 21 to 25; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 46; and • The section describing the work of the Audit Committee set out on pages 45 to 47. Responsibilities of the Directors for the financial statements As explained more fully in the Directors’ responsibilities statement set out on page 64 the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable 67 www.centaurmedia.comFINANCIAL STATEMENTS Independent Auditor’s Report TO THE MEMBERS OF CENTAUR MEDIA PLC CONTINUED the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Explanation as to what extend the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below however the primary responsibility for the prevention and detection of fraud lies with management and those charged with governance of the Company. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the procedures in place for ensuring compliance. The most significant identified were the Companies Act 2006, General Data Protection Regulations and the UK Corporate Governance Code. Our work included direct enquiry of Head of Legal, reviewing Board and relevant committee minutes and inspection of correspondence. • As part of our audit planning process we assessed the different areas of the financial statements, including disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct enquiries were made of management and those charged with governance concerning both whether they had any knowledge of actual or suspected fraud and their assessment of the susceptibility of fraud. We considered the risk was greater in areas involve significant management estimate or judgement. Based on this assessment we designed audit procedures to focus on the key areas of estimate or judgement, this included specific testing of journal transactions, both at the year end and throughout the year. • We used data analytic techniques to identify any unusual transactions or unexpected relationships, including considering the risk of undisclosed related party transactions. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address Following the recommendation of the audit committee, we were appointed in November 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement is two years covering the years ending 31 December 2020 to 2021. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Matthew Stallabrass Senior Statutory Auditor For and on behalf of Crowe U.K. LLP Statutory Auditor 55 Ludgate Hill London EC4M 7JW, UK 15 March 2022 68 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Consolidated Statement of Comprehensive Income FOR THE YEAR ENDED 31 DECEMBER 2021 Continuing operations Revenue Other operating income Net operating expenses Operating profit/(loss) Finance income Finance costs Profit/(loss) before tax Taxation Profit/(loss) for the year from continuing operations Discontinued operations Profit/(loss) for the year from discontinued operations after tax Profit/(loss) for the year attributable to owners of the parent after tax Total comprehensive income/(loss) attributable to owners of the parent Earnings/(loss) per share attributable to owners of the parent Basic from continuing operations Basic from discontinued operations Basic from profit/(loss) for the year Fully diluted from continuing operations Fully diluted from discontinued operations Fully diluted from profit/(loss) for the year 1 Adjusted results exclude adjusting items, as detailed in note 1(b) Adjusted Results1 2021 £’000 Adjusting Items1 2021 £’000 Statutory Results 2021 £’000 Adjusted Results1 2020 £’000 Adjusting Items1 2020 £’000 Statutory Results 2020 £’000 Note 2 3 6 7 8 9 39,080 – (35,848) 3,232 1 (261) 2,972 (139) – – 39,080 32,419 – 2 (1,611) (1,611) – – (1,611) 195 (37,459) (32,411) 1,621 1 (261) 1,361 56 10 6 (315) (299) 559 – – (2,315) (2,315) – – (2,315) 336 32,419 2 (34,726) (2,305) 6 (315) (2,614) 895 2,833 (1,416) 1,417 260 (1,979) (1,719) – – – 112 (12,821) (12,709) 2,833 (1,416) 1,417 372 (14,800) (14,428) 2,833 (1,416) 1,417 372 (14,800) (14,428) 2.0p (1.0p) – – 2.0p (1.0p) 1.9p (1.0p) – – 1.9p (1.0p) 1.0p – 1.0p 0.9p – 0.9p 0.2p 0.1p 0.3p 0.2p 0.1p 0.3p (1.4p) (8.9p) (1.2p) (8.8p) (10.3p) (10.0p) (1.4p) (8.9p) (1.2p) (8.8p) (10.3p) (10.0p) The notes on pages 76 to 115 are an integral part of these consolidated financial statements. 69 www.centaurmedia.comFINANCIAL STATEMENTS Consolidated Statement of Changes in Equity FOR THE YEAR ENDED 31 DECEMBER 2021 Attributable to owners of the Company Share capital £’000 Own shares £’000 Share premium £’000 Note Reserve for shares to be issued £’000 Deferred shares £’000 Foreign currency reserve £’000 15,141 (7,243) 1,101 1,770 80 127 At 1 January 2020 Loss for the year and total comprehensive loss Currency translation adjustment Transactions with owners in their capacity as owners: Exercise of share awards 22, 23 Fair value of employee services Lapsed share awards As at 31 December 2020 23 22 Profit for the year and total comprehensive income Currency translation adjustment Transactions with owners in their capacity as owners: Dividends Exercise of share awards Fair value of employee services Tax on share-based payments 24 22, 23 23 14 – – – – – – – 1,341 – – – – – – – 15,141 (5,902) 1,101 – – – – – – – – – 431 – – – – – – – – Retained earnings £’000 50,040 Total equity £’000 61,016 (14,428) (14,428) – 39 (592) – 957 – 543 – – – – – – – 39 – – – 80 166 35,977 47,170 – – – – – – – (23) 1,417 1,417 – (23) – – – – (1,450) (1,450) (419) (481) – 118 357 118 80 143 35,643 47,108 – – (749) 543 (957) 607 – – – (493) 357 – 471 As at 31 December 2021 15,141 (5,471) 1,101 The notes on pages 76 to 115 are an integral part of these consolidated financial statements. 70 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Company Statement of Changes in Equity FOR THE YEAR ENDED 31 DECEMBER 2021 Attributable to owners of the Company Note Share capital £’000 15,141 Reserve for shares to be issued £’000 Share premium £’000 Deferred shares £’000 Retained earnings £’000 1,101 1,770 80 15,972 Total equity £’000 27,734 At 1 January 2020 Profit for the year and total comprehensive income Transactions with owners in their capacity as owners: Transfer of treasury shares Exercise of share awards Fair value of employee services Lapsed share awards As at 31 December 2020 Loss for the year and total comprehensive loss Transactions with owners in their capacity as owners: Dividends Exercise of share awards Fair value of employee services Tax on share-based payments As at 31 December 2021 22 23 23 22 24 23 23 14 Own shares £’000 (6,330) – 2,195 – – – – – – – – – – – – – 15,141 (4,135) 1,101 – – – – – – – – – – – – – – – 15,141 (4,135) 1,101 The notes on pages 76 to 115 are an integral part of these consolidated financial statements. – – (749) 543 (957) 607 – – (493) 357 – 471 – – – – – 12,172 12,172 (1,591) 246 – 957 604 (503) 543 – 80 27,756 40,550 – – – – – (2,325) (2,325) (1,450) (1,450) 80 – 88 (413) 357 88 80 24,149 36,807 71 www.centaurmedia.comFINANCIAL STATEMENTS Consolidated Statement of Financial Position AS AT 31 DECEMBER 2021 Registered number 04948078 31 December 2021 £’000 31 December 2020 £’000 Note Non-current assets Goodwill Other intangible assets Property, plant and equipment Deferred tax assets Other receivables Current assets Trade and other receivables Cash and cash equivalents Current tax assets Total assets Current liabilities Trade and other payables Bank and other borrowings Lease liabilities Deferred income Net current liabilities Non-current liabilities Lease liabilities Provisions Deferred tax liabilities Net assets Capital and reserves attributable to owners of the Company Share capital Own shares Share premium Other reserves Foreign currency reserve Retained earnings Total equity 10 11 12 14 15 15 16 20 17 18 19 18 21 14 22 41,162 41,162 3,102 2,484 2,488 319 4,911 3,258 2,449 515 49,555 52,295 6,059 13,065 195 19,319 68,874 (11,405) (3) (1,884) (7,846) (21,138) (1,819) (500) – (128) (628) 47,108 15,141 (5,471) 1,101 551 143 35,643 47,108 5,781 8,300 182 14,263 66,558 (8,719) (7) (1,969) (7,048) (17,743) (3,480) (1,406) – (239) (1,645) 47,170 15,141 (5,902) 1,101 687 166 35,977 47,170 The financial statements on pages 69 to 115 were approved by the Board of Directors on 15 March 2022 and were signed on its behalf by: Simon Longfield Chief Financial Officer 72 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Company Statement of Financial Position AS AT 31 DECEMBER 2021 Registered number 04948078 Non-current assets Investments Deferred tax assets Other receivables Current assets Trade and other receivables Total assets Current liabilities Trade and other payables Bank and other borrowings Net current liabilities Net assets Capital and reserves attributable to owners of the Company Share capital Own shares Share premium Other reserves Retained earnings Total equity 31 December 2021 £’000 31 December 2020 £’000 Note 13 14 15 15 65,155 64,992 190 1,197 68 237 66,542 65,297 161 161 35,717 35,717 66,703 101,014 17 (29,893) (60,457) (3) (29,896) (29,735) (7) (60,464) (24,747) 36,807 40,550 15,141 (4,135) 1,101 551 24,149 36,807 15,141 (4,135) 1,101 687 27,756 40,550 22 The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The Company’s loss for the year was £2,325,000 (2020: profit of £12,172,000). Dividends of £1,450,000 were paid in the year (2020: £nil). The other movements in retained earnings are shown in the Company’s statement of changes in equity. The financial statements on pages 69 to 115 were approved by the Board of Directors on 15 March 2022 and were signed on its behalf by: Simon Longfield Chief Financial Officer 73 www.centaurmedia.comFINANCIAL STATEMENTS Consolidated Cash Flow Statement FOR THE YEAR ENDED 31 DECEMBER 2021 Cash flows from operating activities Cash generated from operations Tax refund Net cash generated from operating activities Cash flows from investing activities Directly attributable costs of disposal of subsidiaries Proceeds from disposal of intangible assets Purchase of property, plant and equipment Purchase of intangible assets Net cash flows used in investing activities Cash flows from financing activities Purchase of own shares Loan arrangement fees Interest paid Repayment of obligations under lease arrangements Termination of finance lease Dividends paid to Company’s shareholders Net cash flows used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Effects of foreign currency exchange rate changes Cash and cash equivalents at end of year The notes on pages 76 to 115 are an integral part of these consolidated financial statements. Note 25 11 12 11 22 25 25 18 18 24 2021 £’000 9,521 – 9,521 – – (51) (706) (757) (306) (107) (87) (2,036) – (1,448) (3,984) 4,780 8,300 (15) 16 13,065 2020 £’000 2,065 (9) 2,056 (85) 150 (223) (597) (755) – (25) (130) (1,925) (200) – (2,280) (979) 9,274 5 8,300 74 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Company Cash Flow Statement FOR THE YEAR ENDED 31 DECEMBER 2021 Cash flows from operating activities Cash generated from operating activities Cash flows from investing activities Net cash flows used in investing activities Cash flows from financing activities Interest paid Loan arrangement fees Dividends paid to Company’s shareholders Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of year The notes on pages 76 to 115 are an integral part of these consolidated financial statements. Note 25 25 25 24 16 2021 £’000 1,642 – (87) (107) (1,448) (1,642) – – – 2020 £’000 155 – (130) (25) – (155) – – – 75 www.centaurmedia.comFINANCIAL STATEMENTS Notes to the Financial Statements 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated and Company financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the Group consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur Media Plc. Centaur Media Plc is a public company limited by shares and incorporated in England and Wales. (a) Basis of preparation On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. Centaur Media Plc transitioned to UK-adopted International Accounting Standards in its consolidated and Company financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the year reported as a result of the change in framework. The consolidated and Company financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial statements have been prepared on a historical cost basis except where stated otherwise within the accounting policies. Going concern The financial statements have been prepared on a going concern basis. The Directors have carefully assessed the Group’s ability to continue trading and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements and for the foreseeable future, being the period in the viability statement on page 26. Net cash (see note 1(b)) at 31 December 2021 amounted to £13,065,000 (2020: £8,300,000). On 16 March 2021, the Group signed a new multi-currency revolving credit facility with NatWest. The new revolving credit facility consists of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate needs. The facility runs to March 2024 with the option to extend for two periods of one year each. None of this was drawn down at 31 December 2021. The covenants regarding leverage and interest cover are identical to those of the facility it replaces. The Group has net current liabilities at 31 December 2021 amounting to £1,819,000 (2020: £3,480,000). In both the current and prior year these primarily arose from its normal high levels of deferred income relating to performance obligations to be delivered in the future rather than an inability to service its liabilities, as deferred income will not result in a cash outflow. An assessment of cash flows for the next three financial years, which has taken into account the factors described above, has indicated an expected level of cash generation which would be sufficient to allow the Group to fully satisfy its working capital requirements and the guarantee given in respect of its UK subsidiaries, to cover all principal areas of expenditure, including maintenance, capital expenditure and taxation during this year, and to meet the financial covenants under the revolving credit facility. The Company has net current liabilities at 31 December 2021 amounting to £29,735,000 (2020: £24,747,000). In both the current and prior year, these almost entirely arose from unsecured payables to subsidiaries which have no fixed date of repayment. The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s best knowledge of the amount, events or actions, the actual results may ultimately differ from those estimates. Having assessed the principal risks and the other matters discussed in connection with the Viability Statement on page 26 which considers the Group’s viability over a three-year period to March 2025, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing its consolidated financial statements. New and amended standards adopted by the Group No new standards or amendments to standards that are mandatory for the first time for the financial year commencing 1 January 2021 affected any of the amounts recognised in the current year or any prior year and is not likely to affect future periods. New standards and interpretations not yet adopted There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. Prior year re-presentation The financial statements have been presented in £’000. This is a change from the prior year financial statements which were presented in £m rounded to one decimal place. Prior year comparatives have been re-presented in £’000. Certain prior year comparatives have been updated following this change. 76 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 1 Summary of significant accounting policies continued Comparative numbers Prior year comparative numbers have been updated to reflect current year presentation and disclosures. A portion of costs previously presented as administrative expenses have now been allocated to cost of sales, an update to reflect the same allocation basis as the current year. The allocation basis has been refined to reflect the nature of the costs. These reallocations increased cost of sales by £1,946,000 and decreased administrative expenses by £1,946,000 for the Group, refer to note 3. There is no impact on the face of the consolidated statement of comprehensive income. (b) Presentation of non-statutory measures In addition to IFRS statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group’s performance and consider that presentation of these measures provides shareholders with an additional understanding of the core trading performance of the Group. The measures used are explained and reconciled to their IFRS statutory headings below. Adjusted operating profit and adjusted earnings per share The Directors believe that adjusted results and adjusted earnings per share, split between continuing and discontinued operations, provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term ‘adjusted’ is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit. Adjustments are made in respect of: • Exceptional items – the Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the financial statements to better understand the results of the core operations of the Group. Details of exceptional items are shown in note 4. • Amortisation of acquired intangible assets – the amortisation charge for those acquired intangible assets recognised on business combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from investment activities. As such, they are not considered reflective of the core trading performance of the Group. Details of amortisation of acquired intangible assets are shown in note 11. • Share-based payments – share-based payment expenses or credits are excluded from the adjusted results of the Group as the Directors believe that the volatility of these charges can distort the user’s view of the core trading performance of the Group. Details of share-based payments are shown in note 23. • Impairment of goodwill – the Directors believe that non-cash impairment charges in relation to goodwill are triggered by factors external to the core trading of the business, and therefore exclude any such charges from the adjusted results of the Group. Details of the goodwill impairment analysis are shown in note 10. • Profit or loss on disposal of assets or subsidiaries – profit or loss on disposals of businesses are excluded from adjusted results of the Group as they are unrelated to core trading and can distort a user’s understanding of the performance of the Group due to their infrequent and volatile nature. See note 4. • Other separately reported items – certain other items are excluded from adjusted results where they are considered large or unusual enough to distort the comparability of core trading results year-on-year. Details of these separately disclosed items are shown in note 4. The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes, calculated using the standard rate of corporation tax. See note 7 for a reconciliation between reported and adjusted tax charges. Further details of adjusting items are included in note 4. A reconciliation between adjusted and statutory earnings per share measures is shown in note 9. Profit/(loss) before tax reconciles to adjusted operating profit as follows: Profit/(loss) before tax Adjusting items: Exceptional operating costs Amortisation of acquired intangible assets Impairment of acquired intangible assets Share-based payment expense Loss on disposal of assets and liabilities Adjusted profit/(loss) before tax Finance income Finance costs Adjusted operating profit Note 4 11 11 23 11,12,18 6 2021 £’000 1,361 – 1,091 25 495 – 2,972 (1) 261 3,232 2020 £’000 (2,614) 238 1,464 – 541 72 (299) (6) 315 10 77 www.centaurmedia.comFINANCIAL STATEMENTS 1 Summary of significant accounting policies continued Adjusted operating cash flow Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of adjusting items, which are defined above, and including capital expenditure. The Directors use this measure to assess the performance of the Group as it excludes volatile items not related to the core trading of the Group and includes the Group’s management of capital expenditure. Statutory cash flow from operations reconciles to adjusted operating cash as below: Reported cash flow from operating activities Adjusting items from operations Working capital impact of adjusting items from operations Adjusted operating cash flow Capital expenditure Post capital expenditure cash flow Our cash conversion rate for the year was 164% (2020: 100%). Note 25 2021 £’000 9,521 – – 9,521 (757) 8,764 2020 £’000 2,065 1,063 3,450 6,578 (820) 5,758 Underlying revenue growth The Directors review underlying revenue growth in order to allow a like-for-like comparison of revenues between years. Underlying revenues therefore exclude the impact of revenue contribution arising from acquired or disposed businesses and other revenue streams that are not expected to be ongoing in future years. Statutory revenue growth reconciles to underlying revenue growth as follows: Reported revenue 2020 Underlying revenue 2020 Reported revenue 2021 Underlying revenue 2021 Reported revenue growth Underlying revenue growth Xeim £’000 26,053 26,053 32,108 32,108 23% 23% The Lawyer £’000 6,366 6,366 6,972 6,972 9% 9% Total £’000 32,419 32,419 39,080 39,080 21% 21% Adjusted EBITDA Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted operating profit before depreciation and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. It is used by the Directors as a measure to review performance of the Group and forms the basis of some of the Group’s financial covenants under its revolving credit facility. Adjusted EBITDA is calculated as follows: Adjusted operating profit (as above) Depreciation of property, plant and equipment Amortisation of computer software Impairment of computer software Adjusted EBITDA Note 12 11 11 2021 £’000 3,232 1,808 1,335 55 6,430 2020 £’000 10 1,992 1,816 – 3,818 78 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 1 Summary of significant accounting policies continued Net cash/(debt) Net cash/(debt) is not a measure defined by IFRS. Net cash/(debt) is calculated as cash less overdrafts and bank borrowings under the Group’s financing arrangements. The Directors consider the measure useful as it gives greater clarity over the Group’s liquidity as a whole. Net cash is £13,062,000 as at 31 December 2021 (2020: £8,293,000). (c) Principles of consolidation The consolidated financial statements incorporate the financial statements of Centaur Media Plc and all of its subsidiaries after elimination of intercompany transactions and balances. (i) Subsidiaries Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that the Group ceases to control them. In the consolidated statement of comprehensive income, the results of subsidiaries for which control has ceased are presented separately as discontinued operations in the year in which they have been disposed of and in the comparative year. On the disposal of a subsidiary, assets and liabilities of that subsidiary are de-recognised from the consolidated statement of financial position, earnings up to the date of loss of control are retained in the Group, and a profit/(loss) on disposal is recognised measured as consideration received less the fair value of assets and liabilities disposed of. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. The accounting policies of subsidiaries are consistent with the policies adopted by the Group. (ii) Employee Benefit Trust The Centaur Employees’ Benefit Trust (‘Employee Benefit Trust’) is a trust established by Trust deed in 2006 for the granting of shares to applicable employees. Its assets and liabilities are held separately from the Company and are fully consolidated in the consolidated statement of financial position. Holdings of Centaur Media Plc shares by the Employee Benefit Trust are shown within the ‘own shares’ reserve as a deduction from consolidated equity. (d) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Pounds Sterling, which is the Group and Company’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in the consolidated statement of comprehensive income. (iii) Group companies The results and financial position of the Group entities that have a functional currency different from the presentation currency, as disclosed in note 13, are translated into the presentation currency as follows: • assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date; • income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and • all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are recognised in other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 79 www.centaurmedia.comFINANCIAL STATEMENTS 1 Summary of significant accounting policies continued (e) Revenue recognition Revenue is measured at the transaction price, which is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to the customer. Judgement may arise in timing and allocation of transaction price when there are multiple performance obligations in one contract. However, an annual impact assessment is performed which has confirmed that the impact is immaterial in both the current year and comparative year. Revenue arises from the sale of premium content, marketing services, training and advisory, events, marketing solutions, recruitment advertising, and telemarketing services in the normal course of business, net of discounts and value added tax. Goods and services exchanged as part of a barter transaction are recognised in revenue at the fair value of the goods and services provided. Returns, refunds and other similar allowances, which have historically been low in volume and immaterial in magnitude, are accounted for as a reduction in revenue as they arise. Where revenue is deferred it is held as a balance in deferred income on the consolidated statement of financial position. At any given reporting date, this deferred income is current in nature and is expected to be recognised wholly in revenue in the following financial year, with the exception of returns and credit notes, which have historically been low in volume and immaterial in magnitude. The Group recognises revenue earned from contracts as individual performance obligations are met, on a stand-alone selling price basis. This is when value and control of the product or service has transferred, being when the product is delivered to the customer or the period in which the services are rendered as set out in more detail below. Premium Content Revenue from subscriptions is deferred and recognised on a straight-line basis over the subscription period reflecting the continuous provision of paid content services over this time. Revenue from individual publication sales is recognised at the point at which the publication is delivered to the customer. In general, the Group bills customers for premium content at the start of the contract. Marketing Services Revenue from campaign work and consultancy contracts is recognised when the Group has obtained the right to consideration in exchange for its performance, which is when a separately identifiable phase (milestone) of a contract has been completed and the value and benefit of the services rendered have been transferred to the customer. In general, the Group bills customers for marketing services up front on a milestone basis. Training and Advisory Revenue from training and advisory is deferred and recognised over the period of the training or when a separately identifiable milestone of a contract has been delivered to the customer. In general, the Group bills customers for training and advisory up front or on a milestone basis as the service is delivered. Events Consideration received in advance for events is deferred and revenue is recognised at the point in time at which the event takes place. In general, the Group bills customers for events before the event date. Marketing Solutions Marketing solutions revenue from display and bespoke campaigns is recognised over the period that the service is provided. In general, the Group bills customers for marketing solutions on delivery. Recruitment Advertising Sales of online recruitment advertising space are recognised in revenue over the period during which the advertisements are placed. Sales of recruitment advertising space in publications are recognised at the point at which the publication occurs. In general, the Group bills customers for recruitment advertising on delivery. Telemarketing Services Revenue from telemarketing services was deferred and recognised over the period that the service was delivered generally according to the number of hours expended as a proportion of the total hours contracted. In general, the Group billed customers for telemarketing services in advance. All revenue from telemarketing services ceased during the prior year following the closure of the MarketMakers’ telemarketing business in August 2020 and is therefore presented within discontinued operations in the prior year. (f) Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Government grants are recognised in the profit or loss and deducted from the related expense within net operating expenses in the consolidated statement of comprehensive income. Note 3 provides further information on how the Group accounts for government grants. 80 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 1 Summary of significant accounting policies continued (g) Investments In the Company’s financial statements, investments in subsidiaries are stated at cost less provision for impairment in value. Investments are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the investments fair value less cost of disposal and its value-in-use. An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital. Any impairment is recognised in the statement of comprehensive income. If there has been a change in the estimates used to determine the investment’s recoverable amount, impairment losses that have been recognised in prior periods may be reversed. This reversal is recognised in the statement of comprehensive income. (h) Income tax The tax expense represents the sum of current and deferred tax. Current tax is based on the taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further includes items that are never taxable or deductible. The Group and Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available to utilise those temporary differences and losses. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax is calculated at the enacted or substantively enacted tax rates that are expected to apply in the year when the liability is settled, or the asset is realised. Deferred tax is charged or credited to the consolidated statement of comprehensive income, except when it relates to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is recognised in equity or other comprehensive income respectively. The carrying amount of deferred tax assets is reviewed at each reporting date and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. (i) Leases Lessee accounting Under IFRS 16, leases are accounted for on a ‘right-of-use model’ reflecting that, at the commencement date, the Group as a lessee has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The financial obligation is recognised as a lease liability, and the right to use the underlying asset is recognised as a right-of-use (‘ROU’) asset. The ROU assets are recognised within property, plant and equipment on the face of the consolidated statement of financial position and are presented separately in note 12. The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that cannot be readily determined, the incremental borrowing rate. Subsequently the lease liability is measured at amortised cost, with interest increasing the carrying amount and lease payments reducing the carrying amount. The carrying amount is remeasured to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments. The ROU asset is initially measured at cost which comprises: • the amount of the initial measurement of the lease liability; • any lease payments made at or before the commencement date, less any lease incentives received; • any initial direct costs; and • an estimate of costs to be incurred at the end of the lease term. Subsequently the ROU asset is measured at cost less accumulated depreciation and impairment losses. Depreciation is calculated to write off the cost on a straight-line basis over the lease term. Using the exemption available under IFRS 16 the Group elects not to apply the requirements above to: • • short-term leases; and leases for which the underlying asset is of a low value. In these cases, the Group recognises the lease payments as an expense on a straight-line basis over the lease term, or another systematic basis if that basis is more representative of the agreement. 81 www.centaurmedia.comFINANCIAL STATEMENTS 1 Summary of significant accounting policies continued Lessor accounting The Group had contracts for the sub-lease of areas of its former office property lease. These arrangements were exempt from the requirements of IFRS 16 under the short-term lease exemption as they all had a lease term of under twelve months from the date of transition. As such, the income derived from these sub-leasing arrangements was recognised on a straight-line basis and was presented in the consolidated statement of comprehensive income in ‘other operating income’. All arrangements in which the Group acted as a lessor ceased during the prior year. (j) Impairment of assets Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less cost of disposal and its value-in-use. An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital. (k) Inventories Inventories are stated at the lower of cost and net realisable value. Work in progress comprises costs incurred relating to publications and exhibitions prior to the publication date or the date of the event. Cost is measured as all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. (l) Property, plant and equipment See note 1(i) for right-of-use assets. All other property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. The historical cost of property, plant and equipment is the purchase cost together with any incidental direct costs of acquisition. Depreciation is calculated to write off the cost, less estimated residual value, of assets, on a straight-line basis over the expected useful economic lives to the Group over the following periods: Leasehold improvements – 10 years or the expected length of the lease if shorter Fixtures and fittings Computer equipment Right-of-use assets – 5 to 10 years – 3 to 5 years – over the lease term The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting year, with the effect of any changes in estimate accounted for on a prospective basis. (m) Intangible assets (i) Goodwill Where the cost of a business acquisition exceeds the fair values attributable to the separable net assets acquired, the resulting goodwill is capitalised and allocated to the cash generating unit (‘CGU’) or groups of CGUs that are expected to benefit from the synergies of the business combination. Goodwill has an indefinite useful life and is tested for impairment annually on a Group level or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Each segment is deemed to be a CGU. Goodwill and acquired intangible assets are assessed for impairment in accordance with IAS 36 ‘Impairment of Assets’. In assessing whether a write-down of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amount is measured as the higher of fair value less cost of disposal and value-in-use. Any impairment is recognised in the consolidated statement of comprehensive income (in net operating expenses) and is classified as an adjusting item. Impairment of goodwill is not subsequently reversed. On the disposal of a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. (ii) Brands and publishing rights and customer relationships Separately acquired brands and publishing rights are shown at historical cost. Brands and publishing rights and customer relationships acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. (iii) Software Computer software that is not integral to the operation of the related hardware is carried at cost less accumulated amortisation. Costs associated with the development of identifiable and unique software products controlled by the Group that will generate probable future economic benefits in excess of costs are recognised as intangible assets when the criteria of IAS 38 ‘Intangible Assets’ are met. They are carried at cost less accumulated amortisation and impairment losses. 82 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 1 Summary of significant accounting policies continued (iv) Amortisation methods and periods Amortisation is calculated to write off the cost or fair value of intangible assets on a straight-line basis over the expected useful economic lives to the Group over the following periods: Computer software Brands and publishing rights Customer relationships – 3 to 5 years – 5 to 20 years – 3 to 10 years or over the term of any specified contract Separately acquired websites and content – 3 to 5 years (n) Employee benefits (i) Post-employment obligations The Group and Company contribute to a defined contribution pension scheme for the benefit of employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions to defined contribution schemes are charged to the statement of comprehensive income in net operating expenses when employer contributions become payable. (ii) Share-based payments The Group operates a number of equity-settled share-based compensation plans for its employees. The fair value of the share-based compensation expense is estimated using either a Monte Carlo (stochastic model) or Black-Scholes option pricing model and is recognised in the consolidated statement of comprehensive income over the vesting period with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the awards granted: • including any market performance conditions; • excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets, cash flow performance and remaining an employee of the entity over a specified time period); and • including the impact of any non-vesting conditions (for example, the requirement for employees to save). The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting year, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity. The Company issues new shares or transfers shares from treasury shares to settle share-based compensation awards. The award by the Company of share-based compensation awards over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution only if it is left unsettled. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity. A deferred tax asset is recognised on share options based on the intrinsic value of the options, which is calculated as the difference between the fair value of the shares under option at the reporting date and exercise price of the share options. The deferred tax asset is utilised when the share options are exercised or released when share options lapse. The accounting policy regarding deferred tax is set out above in note 1(h). (o) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the obligation can be reliably estimated. (p) Equity (i) Share capital and share premium Ordinary and deferred shares are classified as equity. The excess of consideration received in respect of shares issued over the nominal value of those shares is recognised in the share premium account. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity instruments, for example as the result of a share buyback or share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company. Shares held by the Employee Benefit Trust are disclosed as own shares and deducted from equity. (ii) Own shares Own shares consist of treasury shares and shares held within the Employee Benefit Trust. Own shares are recognised at cost as a deduction from equity shareholders’ funds. Subsequent consideration received for the sale of such shares is also recognised in equity, with any excess of consideration received between the sale proceeds and the original cost being recognised in share premium. No gain or loss is recognised in the financial statements on transactions in treasury shares. 83 www.centaurmedia.comFINANCIAL STATEMENTS 1 Summary of significant accounting policies continued (q) Dividends Dividends are recognised in the year in which they are paid or, in respect of the Company’s final dividend for the year, approved by the shareholders in the Annual General Meeting. (r) Segmental reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Executive Committee has been identified as the chief operating decision-maker, reviewing the Group’s internal reporting on a monthly basis in order to assess performance and allocate resources. Refer to note 2 for the basis of segmentation. (s) Financial instruments The Group has applied IFRS 9 ‘Financial Instruments’ as outlined below: (i) Financial assets The Group classifies and measures its financial assets in line with one of the three measurement models under IFRS 9: at amortised cost, fair value through profit or loss, and fair value through other comprehensive income. Management determines the classification of its financial assets based on the requirements of IFRS 9 at initial recognition. They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non- current assets. The Group’s financial assets comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Please see the following sections. (ii) Trade receivables Trade receivables are accounted for under IFRS 9, being recognised initially at fair value and subsequently at amortised cost less any allowance for expected lifetime credit losses under the ‘expected credit loss’ model. As mandated by IFRS 9, the expected lifetime credit losses are calculated using the ‘simplified’ approach. A provision matrix is used to calculate the allowance for expected lifetime credit losses on trade receivables which is based on historical default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. The allowance for expected lifetime credit losses is established by considering, on a discounted basis, the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying those shortfalls by the probability of each scenario occurring. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The allowance is the sum of these probability weighted outcomes. The allowance and any changes to it are recognised in the consolidated statement of comprehensive income within net operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against net operating expenses in the consolidated statement of comprehensive income. The Group defines a default as failure of a debtor to repay an amount due as this is the time at which our estimate of future cash flows from the debtor is affected. (iii) Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits repayable on demand or maturing within three months from the date of acquisition. (iv) Financial liabilities Debt and trade payables are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at amortised cost. Interest expense on debt is accounted for using the effective interest method and is recognised in finance costs. (v) Trade payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. (vi) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred and carried subsequently at amortised cost. Costs of borrowings, including commitment fees on undrawn facilities, are recognised in the consolidated statement of comprehensive income as incurred or, where appropriate, across the term of the related borrowing. (vii) Receivables from and payables to subsidiaries and the Employee Benefit Trust The Company has amounts receivable from and payable to subsidiaries and the receivable from the Employee Benefit Trust which are recognised at fair value. Amounts receivable from subsidiaries and the Employee Benefit Trust are assessed annually for recoverability under the requirements of IFRS 9. 84 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 1 Summary of significant accounting policies continued (t) Key accounting assumptions, estimates and judgements The preparation of financial statements under IFRS requires the use of certain key accounting assumptions and requires management to exercise its judgement and to make estimates. The areas where assumptions and estimates are significant to the consolidated financial statements are as follows: Key sources of estimation uncertainty (i) Carrying value of goodwill, other intangible assets and Company investment estimate In assessing whether goodwill, other intangible assets and the Company’s investment are impaired, the Group uses a discounted cash flow model which includes forecast cash flows and estimates of future growth. If the results of operations in future periods are lower than included in the cash flow model, impairments may be triggered. A sensitivity analysis has been performed on the value-in-use calculations. Further details of the assumptions and sensitivities in the discounted cash flow model are included in notes 10 and 13. (ii) Recoverability of trade receivables estimate The allowance for expected lifetime credit losses for trade receivables is calculated in line with IFRS 9. This is established by considering on a discounted basis the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls by the probability of each scenario occurring. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. Further details about trade receivables are included in note 15 and information about the credit risk and expected lifetime credit losses are shown in note 26. (iii) Share-based payments estimate The fair value of the share-based compensation expense recognised in the consolidated statement of comprehensive income requires the use of estimates. Details regarding the determination of fair value of these costs are set out in note 1(n)(ii). (iv) Deferred tax judgement and estimate The calculation of deferred tax assets and liabilities requires judgement. Where the ultimate tax treatment is uncertain, the Group recognises deferred tax assets and liabilities based on an estimate of future taxable income and recoverability. Where a change in circumstances occurs, or the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax balances in the year in which that change, or outcome, is known. The accounting policy regarding deferred tax is set out above in note 1(h). Critical accounting judgements (v) Adjusting items judgement The term ‘adjusted’ is not a defined term under IFRS. Judgement is required to ensure that the classification and presentation of certain items as adjusting, including exceptional items, is appropriate and consistent with the Group’s accounting policy. Further details about the amounts classified as adjusting are included in notes 1(b) and 4. (vi) IFRS 16 reassessment of lease term judgement Leases are required to be recognised at the present value of the lease payments not yet paid for the duration of the lease term. The lease term is defined by IFRS 16 as the non-cancellable period of the lease, and any period covered by an option to extend or terminate that the lessee is reasonably certain to exercise. The assessment of the lease term requires judgement when considering the option to extend or terminate in a contract. During the year, the Group’s property lease has been remeasured upon reassessment of the lease term, where a judgement has been taken that an option to extend will be exercised. The remeasurement of the lease, and the corresponding adjustment to the ROU asset are presented in notes 18 and 12 respectively. 85 www.centaurmedia.comFINANCIAL STATEMENTS 2 Segmental reporting The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenues from a combination of premium content, marketing services, training and advisory, events, marketing solutions and recruitment advertising. Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion to revenues or headcount. Corporate income and costs have been presented separately as ‘Central’. The Group believes this is the most appropriate presentation of segmental reporting for the user to understand the core operations of the Group. There is no inter-segmental revenue. Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment liabilities comprise trade payables, accruals and deferred income. Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances, cash and cash equivalents, borrowings and lease liabilities. Capital expenditure comprises additions to property, plant and equipment and intangible assets. 2021 Revenue Adjusted operating profit/(loss) Amortisation of acquired intangibles Impairment of acquired intangibles Share-based payments Operating profit/(loss) Finance income Finance costs Profit before tax Taxation Profit for the year Segment assets Corporate assets Consolidated total assets Segment liabilities Corporate liabilities Consolidated total liabilities Other items Note 1(b) 11 11 23 6 7 Xeim £’000 The Lawyer £’000 32,108 6,972 Central £’000 – Group £’000 39,080 4,469 (1,091) (25) (113) 3,240 2,110 (3,347) – – (2) 2,108 – – (380) (3,727) 38,167 18,216 (13,251) (2,795) – 12,491 – (5,720) 3,232 (1,091) (25) (495) 1,621 1 (261) 1,361 56 1,417 56,383 12,491 68,874 (16,046) (5,720) (21,766) Capital expenditure (tangible and intangible assets) 401 188 162 751 86 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 2 Segmental reporting continued Note 1(b) 4 11 23 11,12,18 10 6 7 2020 Revenue Other operating income Adjusted operating profit/(loss) Exceptional operating costs Amortisation of acquired intangibles Share-based payments Loss on disposal of assets and liabilities Impairment of goodwill Operating (loss)/profit Finance income Finance costs Loss before tax Taxation Loss for the year Segment assets Corporate assets Consolidated total assets Segment liabilities Corporate liabilities Consolidated total liabilities Other items Capital expenditure (tangible and intangible assets) Supplemental Information Xeim £’000 26,053 – 1,923 (283) (1,464) (304) – – The Lawyer £’000 6,366 – 1,408 (50) – (39) – – Central £’000 – 2 (3,321) 95 – (198) (72) – Continuing operations £’000 32,419 2 10 (238) (1,464) (541) (72) – (128) 1,319 (3,496) (2,305) 6 (315) (2,614) 895 (1,719) 58,352 8,206 66,558 (16,919) (2,184) (19,103) 40,618 17,734 (13,816) (3,103) – 8,206 – (2,184) Discontinued operations £’000 3,604 – 41 (911) (485) – (659) (11,009) (13,023) 1 (24) (13,046) 337 (12,709) – – – (285) – (285) Group £’000 36,023 2 51 (1,149) (1,949) (541) (731) (11,009) (15,328) 7 (339) (15,660) 1,232 (14,428) 58,352 8,206 66,558 (17,204) (2,184) (19,388) 253 39 461 753 91 844 Revenue by Geographical Location The Group’s revenues from continuing operations from external customers by geographical location are detailed below: United Kingdom Europe (excluding United Kingdom) North America Rest of world Xeim 2021 £’000 19,057 4,567 4,954 3,530 32,108 The Lawyer 2021 £’000 5,662 675 445 190 6,972 Total 2021 £’000 24,719 5,242 5,399 3,720 39,080 Xeim 2020 £’000 17,175 2,503 4,069 2,306 26,053 The Lawyer 2020 £’000 5,168 636 385 177 Total 2020 £’000 22,343 3,139 4,454 2,483 6,366 32,419 Substantially all of the Group’s net assets are located in the United Kingdom. The Directors therefore consider that the Group currently operates in a single geographical segment, being the United Kingdom. Refer to note 13 for the location of the Group’s subsidiaries. 87 www.centaurmedia.comFINANCIAL STATEMENTS 2 Segmental reporting continued Revenue by type The Group’s revenue from continuing operations by type is as follows: Premium Content Marketing Services Training and Advisory Events Marketing Solutions Recruitment Advertising Xeim 2021 £’000 9,006 3,301 12,542 2,751 4,145 363 32,108 The Lawyer 2021 £’000 3,882 – 18 1,071 840 1,161 6,972 Total 2021 £’000 12,888 3,301 12,560 3,822 4,985 1,524 Xeim 2020 £’000 9,527 2,889 8,497 1,595 3,291 254 The Lawyer 2020 £’000 Total 2020 £’000 3,689 13,216 – 36 865 915 861 2,889 8,533 2,460 4,206 1,115 39,080 26,053 6,366 32,419 The accounting policies for each of these revenue streams is disclosed in note 1(e), including the timing of revenue recognition. There are some contracts for which revenue has not yet been recognised and is being held in deferred income, see note 19. This deferred income is all current and is expected to be recognised as revenue in 2022. 3 Net operating expenses Continuing operating profit/(loss) is stated after charging: Employee benefits expense Government grants Net employee benefits expense Depreciation of property, plant and equipment Loss on disposal of assets and liabilities Amortisation of intangible assets Impairment of intangible assets Impairment of trade receivables Share-based payment expense IT expenditure Marketing expenditure Other staff related costs Other operating expenses Cost of sales Distribution costs Administrative expenses Note 5 Adjusted Results1 2021 £’000 19,272 – 19,272 12 1,808 11,12,18 – Adjusting Items¹ 2021 £’000 Statutory Results 2021 £’000 Re- presented2 Adjusted Results1 2020 £’000 Adjusting Items1 2020 £’000 – – – – – 19,272 17,282 – (290) 19,272 16,992 1,808 1,992 – 11 11 26 23 1,335 1,091 2,426 55 (39) – 2,563 1,399 618 8,837 35,848 15,082 62 20,704 35,848 25 – 495 – – – – 1,611 – – 1,611 1,611 80 (39) 495 2,563 1,399 618 8,837 37,459 15,082 62 22,315 37,459 – 1,816 – 255 – 2,548 719 715 7,374 32,411 12,604 98 19,709 32,411 Re- presented2 Statutory Results 2020 £’000 17,520 (290) 17,230 1,992 72 3,280 – 255 541 2,548 719 715 7,374 34,726 12,604 98 22,024 34,726 238 – 238 – 72 1,464 – – 541 – – – – 2,315 – – 2,315 2,315 1 Adjusted results exclude adjusting items, as detailed in note 1(b) 2 See note 1(a) for description of the prior year re-presentation 88 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 3 Net operating expenses continued Government grants In prior year, the Group applied for government grants of £835,000 for furloughed employees based at both the London and Portsmouth offices. This was received in full during the prior year. Government grants were deducted from the related employee benefit expenses and presented within net operating expenses in the consolidated statement of comprehensive income. The government grants in continuing operations was £290,000 and in discontinued operations was £545,000. No government grants were applied for in the current year. Services provided by the Company’s auditors Fees payable to the Company’s auditor for the audit of Company and consolidated financial statements Fees payable to the Company’s predecessor auditor for the audit of Company and consolidated financial statements Total audit fees Audit related assurance services Total non-audit fees Total fees 2021 £’000 109 – 109 10 10 119 2020 £’000 105 31 136 50 50 186 4 Adjusting items As discussed in note 1(b), certain items are presented as adjusting. These are detailed below: Continuing operations Exceptional operating costs Staff related restructuring costs (including external employment advice costs) Exceptional operating costs Amortisation of acquired intangible assets Impairment of acquired intangible assets Share-based payment expense Loss on disposal of assets and liabilities Adjusting items to profit/(loss) before tax Tax relating to adjusting items Total adjusting items after tax for continuing operations Discontinued operations Exceptional costs Impairment of goodwill Amortisation of acquired intangible assets Loss on disposal of assets and liabilities Tax relating to adjusting items Total adjusting items after tax for discontinued operations Total adjusting items after tax Note 2021 £’000 2020 £’000 5 11 11 23 11,12,18 7 8,21 10 11 11,12,18 7 – – 1,091 25 495 – 1,611 (195) 1,416 – – – – – – 1,416 238 238 1,464 – 541 72 2,315 (336) 1,979 911 11,009 485 659 (243) 12,821 14,800 89 www.centaurmedia.comFINANCIAL STATEMENTS 4 Adjusting items continued Exceptional costs Staff related restructuring costs (including external employment advice costs) In the prior year staff related restructuring costs of £793,000 in discontinued operations related to restructuring of the MarketMakers business and £238,000 in continuing operations related to restructuring parts of the wider Centaur Group due to the adverse impact of Covid. Refer to note 21 for further details. Other exceptional costs In the prior year, £118,000 in discontinued operations related to the exit of the Portsmouth lease upon cessation of MarketMakers’ telemarketing business. Other adjusting items Other adjusting items relate to the amortisation and impairment of acquired intangible assets (see note 11) and share-based payment costs (see note 23) as well as the items discussed below: Goodwill impairment An impairment of £11,009,000 against goodwill relating to the MarketMakers business was recognised in the prior year. There were no impairments recognised in the current year. See note 10 for further details. Loss on disposal of assets and liabilities In the prior year the loss on disposal of assets and liabilities in continuing operations of £72,000 consisted of a loss on disposal of software assets of £60,000 (see note 11), a loss on disposal of computer equipment of £53,000 (see note 12), a loss on disposal of the MarketMakers ROU asset of £124,000 (see note 12) which represented the proportion of the asset attributable to the continuing Really B2B business, offset by a £165,000 gain on disposal of the corresponding lease liability (see note 18). The loss on disposal of assets and liabilities in discontinued operations of £659,000 consisted of the disposal of intangible assets totalling a net book value of £830,000 (see note 11), with proceeds on disposal of £150,000 creating a loss on disposal of £680,000 (see note 11). Additionally, there was a loss on disposal of computer equipment of £68,000, fixtures and fittings of £65,000, and the MarketMakers ROU asset of £469,000 (see note 12) which represented the proportion of the asset attributable to the discontinued telemarketing business. This was offset by a £623,000 gain on disposal of the corresponding lease liability (see note 18). In the current year, disposals of assets were at net book value, resulting in no gain or loss on disposal. 5 Directors and employees Wages and salaries Social security costs Other pension costs Adjusted staff costs Government grants Exceptional staff related restructuring costs Equity-settled share-based payments 2021 Group £’000 2020 Continuing Group £’000 2020 Discontinued Group £’000 2020 Total Group £’000 2021 Total Company £’000 2020 Total Company £’000 16,652 15,014 3,055 18,069 1,057 1,946 674 1,609 659 251 57 1,860 716 105 42 989 92 34 19,272 17,282 3,363 20,645 1,204 1,115 – – 495 (290) 238 541 (545) 793 – (835) 1,031 541 19,767 17,771 3,611 21,382 – – 325 1,529 – – (15) 1,100 Note 3 4 23 The average monthly number of employees employed during the year, including Executive Directors, was: Xeim The Lawyer Central Discontinued 90 2021 Group Number 2020 Group Number 2021 Company Number 2020 Company Number 202 52 10 – 264 216 56 10 134 416 – – 4 – 4 – – 4 – 4 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 5 Directors and employees continued The Group’s employees are employed and paid by Centaur Communications Limited, a Group company, with the exception of the Company’s directors who are employed by the Company. As the employees provide services to other Group companies, their costs are recharged, and the relevant disclosures are made in the financial statements. The employees relating to discontinued operations were employed and paid by Market Makers Incorporated Limited. Key management compensation Salaries and short-term employment benefits Post-employment benefits Share-based payments Key management is defined as the Executive Directors and Executive Committee members. Aggregate Directors’ remuneration Salaries, fees, bonuses and benefits in kind Post-employment benefits Highest paid Director’s remuneration Salaries, fees, bonuses and benefits in kind Post-employment benefits 2021 £’000 1,736 74 64 2020 £’000 1,216 57 40 1,874 1,313 2021 £’000 1,150 46 1,196 2021 £’000 592 37 629 2020 £’000 753 29 782 2020 £’000 386 20 406 No directors exercised share options during the year (2020: one director and one former director exercised share options). Further details of Directors’ remuneration are included in the Remuneration Committee Report between pages 49 and 63. 6 Finance costs Commitment fees and amortisation of arrangement fee in respect of revolving credit facility Lease interest Note 18 2021 Group £’000 194 67 261 2020 Continuing Group £’000 2020 Discontinued Group £’000 215 100 315 – 24 24 2020 Total Group £’000 215 124 339 Interest and fees on revolving credit facility These finance costs are in relation to the £25m revolving credit facility, none of which was drawn down at 31 December 2021 (2020: £nil). As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the current and prior year. Finance costs in relation to this facility resulted in cash outflows by the Company and Group of £194,000 during the year (2020: £155,000). Lease interest Lease liabilities are recognised for the Group’s property lease arrangements. £67,000 of interest on these leases was incurred during the year (2020: £124,000). Please refer to notes 1(i) and 18 for further details. 91 www.centaurmedia.comFINANCIAL STATEMENTS 7 Taxation Analysis of (credit)/charge for the year Current tax UK Corporation Tax Overseas tax Adjustment in respect of prior years Deferred tax Current period Adjustments in respect of prior years Taxation credit Note 20 14 2021 £’000 2020 Continuing £’000 2020 Discontinued £’000 – 14 (38) (24) (175) 143 (32) (56) 105 24 (20) 109 (731) (273) (1,004) (895) (105) – – (105) (232) – (232) (337) The tax credit for the year can be reconciled to the profit/(loss) in the consolidated statement of comprehensive income as follows: Profit/(loss) before tax Tax at the UK rate of corporation tax of 19.0% (2020: 19.0%) Effects of: Expenses not deductible for tax purposes Share-based payments Effects of changes in tax rate on deferred tax balances Different tax rates of subsidiaries in other jurisdictions Adjustments in respect of prior years Taxation credit 2021 £’000 1,361 259 69 47 (538) 2 105 (56) 2020 Continuing £’000 (2,614) (497) 2020 Discontinued £’000 (13,046) (2,479) 62 – (170) 3 (293) (895) 2,119 – 23 – – (337) 2020 Total £’000 – 24 (20) 4 (963) (273) (1,236) (1,232) 2020 Total £’000 (15,660) (2,976) 2,181 – (147) 3 (293) (1,232) The Finance Act 2021 included provisions to increase the main rate of corporation tax to 25% from 1 April 2023. This change had been substantively enacted at the reporting date. A reconciliation between the reported tax expense and the adjusted tax expense taking account of adjusting items as discussed in note 1(b) and 4 is shown below: Reported tax credit Effects of: Amortisation of acquired intangible assets Exceptional costs Share-based payments Adjusted tax charge/(credit) 2021 £’000 (56) 112 – 83 139 2020 Continuing £’000 2020 Discontinued £’000 (895) 233 – 103 (559) (337) 92 151 – (94) 2020 Total £’000 (1,232) 325 151 103 (653) 92 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 8 Discontinued operations A significant restructuring of the MarketMakers’ business was executed during the prior year following an adverse impact on the performance of the telemarketing business following the onset of Covid. This led to the closure of the MarketMakers’ telemarketing business in August 2020. MarketMakers’ Really B2B brand continues to operate and its performance is reported as part of continuing operations. A loss on disposal of £659,000 arose on the disposal of assets relating to the MarketMakers’ telemarketing business being the difference between the proceeds of disposal and the carrying amount of the net assets. Details of the disposal can be found in note 4. The results of the discontinued operations, which were included in the consolidated statement of comprehensive income and consolidated cash flow statement, were as follows: Statement of comprehensive income Revenue Expenses Loss on disposal Loss before tax Attributable tax credit Statutory loss after tax Add back adjusting items1: Exceptional costs Impairment of goodwill Amortisation of acquired intangible assets Loss on disposal Tax relating to adjusting items1 Total adjusting items1 Adjusted profit1 attributable to discontinued operations after tax 1 Adjusted results exclude adjusting items, as detailed in note 1(b) 2020 £’000 3,604 (15,991) (659) (13,046) 337 (12,709) 911 11,009 485 659 (243) 12,821 112 The attributable tax credit stated in the table above is derived from the loss from discontinued operations. No income tax credit arose on the loss on disposal. Cash flows Operating cash flows Investing cash flows Financing cash flows Total cash flows 2020 £’000 280 102 (382) – There were no discontinued operations for the year ended 31 December 2021. 9 Earnings/(loss) per share Basic earnings per share (‘EPS’) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the year. 2,064,185 (2020: 1,948,492) shares held in the Employee Benefit Trust and 4,550,179 (2020: 4,550,179) shares held in treasury (see note 22) have been excluded in arriving at the weighted average number of shares. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. This comprises share options and awards granted to Directors and employees under the Group’s share-based payment plans where the exercise price is less than the average market price of the Company’s ordinary shares during the year. 93 www.centaurmedia.comFINANCIAL STATEMENTS 9 Earnings/(loss) per share continued Basic and diluted earnings per share have also been presented on an adjusted continuing and discontinued basis, as the Directors believe that these measures are more reflective of the underlying performance of the Group. These have been calculated as follows: 2021 Earnings/ (loss) attributable to owners of the parent £’000 2021 Weighted average number of shares thousands 2020 Earnings/ (loss) attributable to owners of the parent £’000 2021 Earnings/ (loss) per share pence Note 2020 Weighted average number of shares thousands 2020 Earnings/ (loss) per share pence Basic Continuing operations Continuing and discontinued operations Effect of dilutive securities Options: Continuing operations Options: Continuing and discontinued operations Diluted Continuing operations Continuing and discontinued operations Adjusted1 Continuing operations Basic Other exceptional costs Amortisation of acquired intangibles Impairment of acquired intangibles Share-based payments Loss on disposal of assets and liabilities Tax effect of above adjustments Discontinued operations Basic Other exceptional costs Impairment of goodwill Amortisation of acquired intangibles Loss on disposal of assets and liabilities Tax effect of above adjustment Adjusted1 basic Continuing operations Continuing and discontinued operations Effect of dilutive securities Options: Continuing operations Options: Continuing and discontinued operations Adjusted1 diluted Continuing operations Continuing and discontinued operations 4 11 11 23 11,12,18 7 4 10 11 11,12,18 7 1,417 144,927 1,417 144,927 – – 7,947 7,947 1,417 152,874 1,417 152,874 1,417 144,927 – 1,091 25 495 – (195) – – – – – – – – – – – – 144,927 – – – – – 2,833 144,927 2,833 144,927 – – 7,947 7.947 2,833 152,874 2,833 152,874 1.0 1.0 (0.1) (0.1) 0.9 0.9 1.0 – 0.8 – 0.3 – (0.1) – – – – – – 2.0 2.0 (0.1) (0.1) 1.9 1.9 (1,719) 144,267 (1.2) (14,428) 144,267 (10.0) – – – – – – (1,719) 144,267 (1.2) (14,428) 144,267 (10.0) (1,719) 144,267 238 1,464 – 541 72 (336) – – – – – – (12,709) 144,267 911 11,009 485 659 (243) – – – – – 260 144,267 372 144,267 – – 7,319 7,319 260 151,586 372 151,586 (1.2) 0.2 1.0 – 0.4 – (0.2) (8.8) 0.6 7.6 0.3 0.5 (0.1) 0.2 0.3 – – 0.2 0.3 1 Adjusted results exclude adjusting items, as detailed in note 1(b) 94 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 9 Earnings/(loss) per share continued Adjusted Results1 2021 £’000 Adjusted Items1 2021 £’000 Statutory Results 2021 £’000 Adjusted Results1 2020 £’000 Adjusted Items1 2020 £’000 Statutory Results 2020 £’000 Earnings/(loss) per share attributable to owners of the parent Fully diluted from continuing operations 1.9p (1.0p) 0.9p Fully diluted from discontinued operations Fully diluted from continuing and discontinued – – – 1.9p (1.0p) 0.9p 0.2p 0.1p 0.3p (1.4p) (8.9p) (1.2p) (8.8p) (10.3p) (10.0p) 1 Adjusted results exclude adjusting items, as detailed in note 1(b) 10 Goodwill Cost At 1 January 2020 Closure of business Elimination of goodwill At 31 December 2020 and 31 December 2021 Accumulated impairment At 1 January 2020 Impairment Elimination of goodwill At 31 December 2020 and 31 December 2021 Net book value At 31 December 2020 and 31 December 2021 Note 8 8 Group £’000 111,113 (11,009) (18,995) 81,109 58,942 11,009 (30,004) 39,947 41,162 In the prior year, an impairment of £11,009,000 was recognised in the Xeim CGU, entirely related to the MarketMakers (‘MM’) business within that CGU. The MM telemarketing business ceased operations, and the goodwill cost and accumulated impairment was eliminated as at 31 December 2020. The impairment was included within discontinued operations as disclosed in note 8. In addition to the impairment and subsequent elimination of goodwill relating to MM, the Group also eliminated £18,995,000 of goodwill in prior year that had been fully impaired in previous financial years relating to legacy brands and businesses that the Group no longer operated. At 31 December 2021 a full impairment assessment has been carried out. No impairment is required for the carrying value of goodwill. 95 www.centaurmedia.comFINANCIAL STATEMENTS 10 Goodwill continued Goodwill by segment Each brand is deemed to be a cash generating unit (‘CGU’), being the lowest level at which cash flows are separately identifiable. Goodwill is attributed to individual CGUs and has historically been reviewed at the operating segment level for the purposes of the annual impairment review as this is the level at which management monitors goodwill. At 1 January 2020 Impairment charge At 31 December 2020 and 31 December 2021 Note 8 Xeim £’000 36,197 (11,009) 25,188 The Lawyer £’000 15,974 – 15,974 Total £’000 52,171 (11,009) 41,162 Impairment testing of goodwill and acquired intangible assets At 31 December 2021, goodwill and acquired intangible assets (see note 11) were tested for impairment in accordance with IAS 36. In assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amounts are measured based on value-in-use (‘VIU’). The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 10.3% (2020: 12.8%). The discount rate used is consistent with the Group’s weighted average cost of capital and is used across all segments, which are all based predominantly in the UK and considered to have similar risks and rewards. The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth rate. The Group has used the three-year plan forecast to 2024 for the first three years of the calculation and applied a terminal growth rate of 2.5% (2020: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues. The Group’s current year results have performed in line with the MAP23 strategy and hence this strategy has not been revised from the prior year. The three-year forecast to 2024 assumes achievement of MAP23 targets, with the forecast for 2024 continuing that strategy. The MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23 plan can be found in the Strategy section of the 2020 Annual Report. The key assumptions used in the calculations of VIU for each segment have been derived from a combination of experience and management’s expectations of future growth rates in the business. The forecasts have been prepared following a review of the business where management has identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business will be de-prioritised over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver higher margins and profits. The key assumptions and variables in this plan are sensitised in isolation and in combination. The main sensitivities applied to the key drivers are outlined below. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the assumptions. Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to: i. apply a 10% reduction to forecast Adjusted EBITDA in each year of the modelled cash flows. No impairment would occur in either of the segments. ii. apply a 4 percentage point increase in discount rate from 10.3% to 14.3%. No impairment would occur in either of the segments. iii. reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments. The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill of either CGU is required for the year ended 31 December 2021. 96 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 11 Other intangible assets Cost At 1 January 2020 Additions – separately acquired Additions – internally generated Disposals Exchange differences At 31 December 2020 Additions – separately acquired Additions – internally generated Disposals Exchange differences At 31 December 2021 Accumulated amortisation At 1 January 2020 Amortisation charge for the year Disposal Exchange differences At 31 December 2020 Amortisation charge for the year Impairment charge for the year Disposals Exchange differences At 31 December 2021 Net book value at 31 December 2021 Net book value at 31 December 2020 Net book value at 1 January 2020 Computer software £’000 Brands and publishing rights £’000 Customer relationships £’000 Separately acquired websites and content £’000 Total £’000 19,248 2,072 13,030 3,216 37,566 292 318 (870) (5) 18,983 396 298 (48) 2 19,631 14,817 1,944 (535) (5) 16,221 1,335 55 (48) (1) 17,562 2,069 2,762 4,431 – – (514) – 1,558 – – (178) – 1,380 846 165 (203) – 808 114 25 (178) – 769 611 750 1,226 – – (1,709) – 11,321 – – – – – – – – 3,216 – – – – 292 318 (3,093) (5) 35,078 396 298 (226) 2 11,321 3,216 35,548 9,716 1,671 (1,465) – 9,922 977 – – – 3,216 – – – 3,216 – – – – 28,595 3,780 (2,203) (5) 30,167 2,426 80 (226) (1) 10,899 3,216 32,446 422 1,399 3,314 – – – 3,102 4,911 8,971 In the current year, the Group disposed of intangible assets totalling a net book value of £nil. During the prior year, the Group disposed of intangible assets totalling a net book value of £890,000. £60,000 of this was recognised in the consolidated statement of comprehensive income in continuing operations. The £60,000 loss on disposal of intangible assets in continuing operations related to software assets that were no longer in use by the business. The remaining £830,000 of assets disposed were recognised in discontinued operations, along with proceeds of disposal of £150,000, resulting in a loss on disposal of £680,000 in discontinued operations. The £680,000 loss on disposal of intangible assets in discontinued operations resulted from the disposal relating to the MarketMakers (‘MM’) business. On 24 August 2020, the Group disposed of the MM branding and website with a net book value of £311,000 for proceeds of £150,000, resulting in a loss of £161,000. Customer relationships recognised on the acquisition of the MM business in 2017 with a net book value of £244,000 were disposed resulting in a loss of £244,000. MM software assets were disposed at a net book value of £275,000 resulting in a loss of £275,000. These disposals were effected in line with the closure of the MM telemarketing business following an adverse impact on trading performance caused by Covid. Amortisation and impairment of intangible assets is included in net operating expenses in the consolidated statement of comprehensive income. The amortisation charge in continuing operations is £2,426,000 (2020: £3,280,000) and in discontinued operations is £nil (2020: £500,000). Amortisation on acquired intangible assets from business combinations is presented as an adjusting item in note 4 (see note 1(b) for further information). Total amortisation of £1,091,000 (2020: £1,949,000) on such assets is all amortisation on assets in the asset groups ‘Brands and publishing rights’, ‘Customer relationships’ and ‘Separately acquired websites and content’ of £1,091,000 (2020: £1,836,000) in addition to £nil (2020: £113,000) of amortisation on acquired intangible assets in the asset group ‘Computer software’. These total amounts relate to continuing operations £1,091,000 (2020: £1,464,000) and discontinued operations £nil (2020: £485,000) as shown in note 4. 97 www.centaurmedia.comFINANCIAL STATEMENTS 11 Other intangible assets continued Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by comparing the carrying value with its recoverable amount. Please see note 10 for further details. During the current year, the Group impaired intangible assets totalling a net book value of £80,000. The £80,000 impairment charge relates to computer software and brand and publishing rights no longer in use by the business. The Company has no intangible assets (2020: £nil). 12 Property, plant and equipment Leasehold improvements £’000 Fixtures and fittings £’000 Computer equipment £’000 ROU assets – property £’000 Cost At 1 January 2020 Additions – separately acquired Disposals Exchange differences At 31 December 2020 Additions – separately acquired Disposals Exchange differences At 31 December 2021 Accumulated depreciation At 1 January 2020 Depreciation charge for the year Disposals Exchange differences At 31 December 2020 Depreciation charge for the year Disposals Exchange differences At 31 December 2021 Net book value at 31 December 2021 Net book value at 31 December 2020 Net book value at 1 January 2020 2,112 – (2,112) – – – – – – 2,112 – (2,112) – – – – – – – – – Total £’000 10,133 1,927 (5,859) (7) 6,194 1,034 (2) 2 618 14 (564) – 68 5 – – 1,902 209 (1,061) (1) 1,049 51 (2) – 5,501 1,704 (2,122) (6) 5,077 978 – 2 73 1,098 6,057 7,228 484 55 (499) – 40 21 – – 61 12 28 134 1,405 240 (940) (1) 704 138 (2) – 840 258 345 497 1,817 1,912 (1,529) (8) 2,192 1,649 – 2 5,818 2,207 (5,080) (9) 2,936 1,808 (2) 2 3,843 4,744 2,214 2,885 3,684 2,484 3,258 4,315 In the current year, the Group disposed of tangible assets totalling a net book value of £nil. During the prior year the Group disposed of tangible assets totalling a net book value of £779,000, which resulted in a loss on disposal of tangible assets of £779,000 (£177,000 in continuing operations and £602,000 in discontinued operations, see note 4). In prior year, the £177,000 loss on disposal of tangible assets in continuing operations related to computer equipment assets that were no longer in use by the business (£53,000), and a proportion of the disposal of the MarketMakers’ ROU asset that related to the continuing Really B2B business (£124,000). In prior year, the £602,000 loss on disposal of tangible assets in discontinued operations related to disposal of computer equipment (£68,000), fixtures and fittings (£65,000) and a proportion of the disposal of the MarketMakers’ ROU asset that related to the discontinued telemarketing business (£469,000). These disposals were effected in line with the closure of the MM telemarketing business following an adverse impact on trading performance caused by Covid. 98 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 12 Property, plant and equipment continued Depreciation and impairment of property, plant and equipment is included in net operating expenses in the consolidated statement of comprehensive income. The depreciation charge in continuing operations is £1,808,000 (2020: £1,992,000) and in discontinued operations is £nil (2020: £215,000). The Company has no property, plant and equipment at 31 December 2021 (2020: £nil). 13 Investments Company Cost At 1 January 2020 Additions At 31 December 2020 Additions At 31 December 2021 Accumulated impairment At 1 January 2020 Impairment charge for the year At 31 December 2020 Impairment charge for the year At 31 December 2021 Net book value at 31 December 2021 Net book value at 31 December 2020 Net book value at 1 January 2020 Investments in subsidiary undertakings £’000 151,134 251 151,385 163 151,548 61,000 25,393 86,393 – 86,393 65,155 64,992 90,134 Impairment testing of the investment As outlined in the tables below, the carrying value of the investment represents the Company’s direct ownership of Centaur Communications Limited (‘CCL’). At 31 December 2021, the investment was tested for impairment in accordance with IAS 36. In assessing whether an impairment of the investment is required, the carrying value of the investment is compared with its recoverable amount. The recoverable amount is measured based on value-in-use (‘VIU’). Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly controls the rest of the Group’s subsidiaries. Therefore, the VIU of the Company’s investment in CCL is supported by the operations of the entire Group. In the prior year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication of impairment of the Company’s investment carrying value, particularly following the closure of the MarketMakers (‘MM’) telemarketing business. Therefore, a full impairment assessment was performed. An impairment of £25,393,000 was identified and recognised in the Company’s statement of comprehensive income. After this impairment at 31 December 2020, the carrying value of the investment was supported by the underlying trade of the continuing Group. In the current year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication of impairment of the Company’s investment carrying value. Therefore, a full impairment assessment has been performed. The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 10.3% (2020: 12.8%). The discount rate used is consistent with the Group’s weighted average cost of capital. The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth rate. The Group has used its three-year plan forecast to 2024 for the first three years of the calculation and applied a terminal growth rate of 2.5% (2020: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues. The Group’s current year results have performed in line with the MAP23 strategy and hence this strategy has not been revised from the prior year. The three-year forecast to 2024 assumes achievement of MAP23 targets, with the forecast to 2024 continuing that strategy. The MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23 plan can be found in the Strategy section of the 2020 Annual Report. 99 www.centaurmedia.comFINANCIAL STATEMENTS 13 Investments continued The assumptions used in the calculations of VIU have been derived based on a combination of experience and management’s expectations of future growth rates in the business. The forecasts have been prepared following a review of the business where management has identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business will be de-prioritised over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver higher margins and profits. Sensitivities are applied to each of the key assumptions and variables in isolation and in combination, in line with those sensitivities applied for goodwill impairment testing as outlined in note 10. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the assumptions. The results of the impairment assessment and sensitivities applied indicate that no impairment to the Company’s investment in CCL is required for the year ended 31 December 2021. Additions of £163,000 (2020: £251,000) related to capital contributions for share-based payments recharged to the Company’s subsidiaries. In order to simplify the Group structure, the process to close dormant companies commenced during the year. The Group closed the following subsidiaries during the year: Name E-consultancy Asia Pacific Pte Limited E-consultancy Australia Pty Limited Mayfield Publishing Limited Your Business Magazine Limited Proportion of ordinary shares and voting rights held (%) 100 100 100 100 Principal activities Dormant Dormant Country of incorporation Singapore Australia Date of closure 6 June 2021 5 April 2021 Dormant United Kingdom 21 December 2021 Dormant United Kingdom 20 April 2021 Centaur Newco 2018 Limited was dissolved during the prior year. The company did not trade since incorporation. At 31 December 2021, the Group has control over the following subsidiaries: Name Centaur Communications Limited 1 Centaur Media USA Inc.2 Chiron Communications Limited E-consultancy LLC 2 E-consultancy.com Limited Market Makers Incorporated Limited Pro-Talk Ltd Taxbriefs Holdings Limited Taxbriefs Limited TheLawyer.com Limited Xeim Limited Proportion of ordinary shares and voting rights held (%) 100 100 100 100 100 100 100 100 100 100 100 Principal activities Holding company and agency services Country of incorporation United Kingdom Digital information, training and events United States In liquidation United Kingdom Digital information, training and events United States Digital information, training and events United Kingdom In liquidation United Kingdom In liquidation United Kingdom Holding company United Kingdom In liquidation United Kingdom Digital information services United Kingdom Digital information services United Kingdom 1 Directly owned by Centaur Media Plc 2 Registered address is 251 Little Falls Drive, Wilmington, DE19808, USA. Functional currency is USD The registered address of all subsidiary companies, except for those identified above, is Floor M, 10 York Road, London, SE1 7ND, United Kingdom. The functional currency of all subsidiaries is GBP except for those identified above. The consolidated financial statements incorporate the financial statements of all entities controlled by the Company at 31 December 2021. 100 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 14 Deferred tax The movement on the deferred tax account for the Group is shown below: Net asset/(liability) at 1 January 2020 Adjustments in respect of prior periods Recognised in the statement of comprehensive income Net asset/(liability) at 31 December 2020 Adjustments in respect of prior periods Recognised in the statement of comprehensive income Recognised in the statement of changes in equity Net asset at 31 December 2021 Accelerated capital allowances £’000 Other temporary differences £’000 626 66 (9) 683 (42) 69 – 710 (368) 174 180 (14) (55) 110 118 159 Tax losses £’000 716 33 792 1,541 (46) (4) – Total £’000 974 273 963 2,210 (143) 175 118 1,491 2,360 Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net. Deferred tax assets Deferred tax liabilities 2021 Group £’000 2,488 (128) 2,360 2020 Group £’000 2,449 (239) 2,210 At the year end, the Group has unused tax losses of £5,961,000 (2020: £8,104,000) available for offset against future profits. A deferred tax asset of £1,491,000 (2020: £1,541,000) has been recognised in respect of £5,961,000 (2020: £8,104,000) of such tax losses. The Group has concluded that the deferred tax asset will be recoverable using the estimated future taxable profit based on the FY22-24 3YP forecast. The Group is expected to generate taxable profits from 2022 onwards. The losses can be carried forward indefinitely and have no expiry date as long as the companies that have the losses continue to trade. The Company had deferred tax assets on share options under long-term incentive plans of £190,000 at 31 December 2021 (2020: £68,000). Deferred tax assets and liabilities are expected to be materially utilised after 12 months. 101 www.centaurmedia.comFINANCIAL STATEMENTS 15 Trade and other receivables Amounts falling due within one year Trade receivables Less: expected credit loss Trade receivables – net Receivables from subsidiaries Receivable from Employee Benefit Trust Other receivables Prepayments Accrued income Amounts falling due after one year Other receivables Receivable from Employee Benefit Trust Note 26 2021 Group £’000 5,475 (564) 4,911 – – 92 981 75 6,059 2021 Group £’000 319 – 319 2020 Group £’000 5,211 (993) 4,218 – – 162 1,240 161 5,781 2020 Group £’000 515 – 515 2021 Company £’000 2020 Company £’000 – – – – – 34 127 – 161 2021 Company £’000 41 1,156 1,197 – – – 34,973 560 77 107 – 35,717 2020 Company £’000 237 – 237 Trade receivables included £114,000 and the expected credit loss included £114,000 in relation to discontinued operations as at 31 December 2020. No amounts relate to discontinued operations as at 31 December 2021. Receivables from subsidiaries are unsecured, have no fixed due date and bear interest at an annual rate of 3.45% (2020: 2.49%). In preparation for liquidation of certain Group subsidiaries (see note 13) the Company settled receivables and payables with these subsidiaries during the year. The receivable from Employee Benefit Trust is unsecured, has no fixed due date and does not bear interest. Other receivables due after one year include £278,000 (2020: £278,000) in relation to a deposit on the London property lease which is fully refundable at the end of the lease term. 16 Cash and cash equivalents Cash at bank and in hand The Company had no cash and cash equivalents at 31 December 2021 (2020: £nil). 2021 Group £’000 13,065 2020 Group £’000 8,300 102 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 17 Trade and other payables Trade payables Payables to subsidiaries Accruals Social security and other taxes Other payables 2021 Group £’000 1,070 – 8,112 886 1,337 11,405 2020 Group £’000 219 – 5,652 1,274 1,574 8,719 2021 Company £’000 – 29,397 496 – – 2020 Company £’000 – 60,044 406 – 7 29,893 60,457 Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 3.45% (2020: 2.49%). In preparation for liquidation of certain Group subsidiaries (see note 13) the Company settled receivables and payables with these subsidiaries during the year. In response to Covid the Government allowed payments of VAT between 20 March 2020 and 30 June 2020 to be deferred. Under this scheme, in prior year, the Group deferred a total of £1,000,000 VAT payments, which is included in social security and other taxes above. The Group re-paid the full amount in instalment payments from March to November 2021. At 31 December 2020, trade payables and other payables included £61,000 and £244,000 respectively, relating to discontinued operations. No amounts relate to discontinued operations as at 31 December 2021. The Directors consider that the carrying amount of the trade payables approximates their fair value. 18 Lease liabilities The lease liability currently held by the Group relates to a property lease, for which a corresponding right-of-use (‘ROU’) asset is held on the consolidated statement of financial position within property, plant and equipment and detailed in note 12. At 1 January Remeasurement of lease liabilities Interest expense Cash outflow Disposal on exit of lease At 31 December Current Non-current At 31 December 2021 Group £’000 3,375 978 67 (2,036) – 2,384 1,884 500 2,384 2020 Group £’000 4,260 1,704 124 (1,925) (788) 3,375 1,969 1,406 3,375 The lease liability for the Group’s property in London was remeasured during the year upon reassessment of the lease term, resulting in an increase of £978,000. The amount of the remeasurement of the lease liability was recognised as an adjustment to the ROU asset. During the prior year, the lease liability for the Group’s property in London was remeasured upon reassessment of the lease term and renegotiation of payment terms due to Covid, resulting in an increase of £1,704,000. The amount of the remeasurement of the lease liability was recognised as an adjustment to the ROU asset. The lease liability for the Group’s property in Portsmouth, which was the office for the MarketMakers’ business, was fully released during prior year upon the cessation of the MarketMakers’ telemarketing business. The gain on disposal of the lease liability was recognised in the consolidated statement of comprehensive income in the prior year, with £165,000 recognised in continuing operations for the proportion of the liability related to the continuing Really B2B business, and £623,000 recognised in discontinued operations related to the proportion of the liability that related to the discontinued telemarketing business. The corresponding ROU asset was also disposed of (see note 12), with the resulting net gain on disposal of £195,000 being materially offset by the exit penalty incurred. 103 www.centaurmedia.comFINANCIAL STATEMENTS 19 Deferred income Deferred income 2021 Group £’000 7,846 2020 Group £’000 7,048 Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1(e) for further details. 20 Current tax assets Corporation tax receivables The Company had no corporation tax receivables or payables at 31 December 2021 (2020: £nil). 21 Provisions Group At 1 January 2020 Additions Utilised in the year At 31 December 2020 and 31 December 2021 Restructuring £’000 – 1,031 (1,031) – 2021 Group £’000 195 Other £’000 50 – (50) – 2020 Group £’000 182 Total £’000 50 1,031 (1,081) – Restructuring During the prior year, a restructuring provision of £793,000 was recognised in relation to restructuring the MarketMakers business following a sharp fall in revenue as several major customers were hit by disruption in their own markets. A further £238,000 was provided in relation to restructuring other parts of the wider Centaur group due to the adverse impact of Covid. The provision was fully utilised in the second half of 2020. The associated expense was recognised within exceptional costs and presented as adjusting items as disclosed within note 4. In 2020, the staff related restructuring costs in continuing operations was £238,000 and in discontinued operations was £793,000. Other The other provision relates to the dilapidation provision which was acquired on the acquisition of MarketMakers in relation to the building leased by the company in Portsmouth. This provision was utilised during the prior year as part of the exit of the Portsmouth lease upon cessation of MarketMakers’ telemarketing business. The associated expense was recognised within discontinued exceptional costs and presented as adjusting items as disclosed within note 4. There were no provisions as at 31 December 2021. 104 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 22 Equity Ordinary shares of 10p each Authorised share capital – Group and Company At 1 January 2020, 31 December 2020 and 31 December 2021 Issued and fully paid share capital – Group and Company At 1 January 2020, 31 December 2020 and 31 December 2021 Nominal value £’000 Number of shares 20,000 200,000,000 15,141 151,410,226 Deferred shares reserve The deferred shares reserve represents 800,000 (2020: 800,000) deferred shares of 10p each, which carry restricted voting rights and have no right to receive a dividend payment in respect of any financial year. Reserve for shares to be issued The reserve for shares to be issued is in respect of equity-settled share-based compensation plans. The movements in the reserve for shares to be issued represent the total charges for the year relating to equity-settled share-based payment transactions with employees as accounted for under IFRS 2 less transfers from this reserve to retained earnings for shares exercised or lapsed during the year. During the prior year a transfer of £957,000 was made from the reserve to retained earnings for lapsed share awards relating to the TSR performance condition of long-term incentive plans. Own shares reserve The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit Trust. At 31 December 2021, 4,550,179 (2020: 4,550,179) 10p ordinary shares are held in treasury and 2,064,185 (2020: 1,948,492) 10p ordinary shares are held in the Employee Benefit Trust. The Employee Benefit Trust issued 981,783 (2020: 2,038,736) shares to meet obligations arising from share-based rewards to employees that had vested and were exercised in the current year (2020: vested in 2020 and 2019 and were exercised in 2020). The shares were issued at a historical weighted average cost of 92.9p (2020: 61.3p) per share. The total cost of £912,000 (2020: £1,341,000) has been recognised as a reduction in the own shares reserve in equity. During 2021, the Employee Benefit Trust purchased 1,097,476 (2020: nil) ordinary shares in order to meet future obligations arising from share-based rewards to employees. The shares were acquired at an average price of 43.8p per share, with prices ranging from 39.9p to 50.8p. The total cost of £481,000 (2020: £nil) has been recognised in the own shares reserve in equity. During 2020, 2,414,434 shares were transferred out of treasury to the Employee Benefit Trust in order to meet future obligations arising from share-based rewards to employees. The shares were transferred from treasury at the historical weighted average cost of £2,195,000 (90.9p per share) and acquired by the Employee Benefit Trust at the market value of £604,000 (25.0p per share). The difference between the historical weighted average cost and the market value of £1,591,000 has been eliminated on consolidation. 23 Share-based payments The Group’s share-based payment expense for the year by plan: Long-Term Incentive Plan (‘LTIP’) Share Incentive Plan (‘SIP’) Share-based payment expense 2021 £’000 488 7 495 2020 £’000 537 4 541 The share-based payment expense is presented as an adjusting item in note 4 (see note 1(b) for further information) and is included in net operating expenses in the consolidated statement of comprehensive income. The Group’s share-based payment plans upon vesting are equity-settled. The share-based payment expense includes social security costs which are settled in cash upon exercise. 105 www.centaurmedia.comFINANCIAL STATEMENTS 23 Share-based payments continued Long-Term Incentive Plan The Group operates a Long-Term Incentive Plan (‘LTIP’) for Executive Directors and selected senior management. This is an existing incentive policy and was approved by shareholders at the 2016 AGM. The share awards are valued at date of grant and the consolidated statement of comprehensive income is charged over the vesting period, taking into account the number of shares expected to vest. Full details on how the plan operates are included in the Remuneration Report. During the year LTIP awards were granted to Executive Directors and selected senior management. Details of the performance conditions of these awards are disclosed in the Remuneration Report. A reconciliation of the movements in LTIP awards is shown below. LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 29.04.2021 25.03.2021 30.06.2020 03.10.2019 25.10.2019 25.07.2019 06.04.2018 06.04.2018 24.04.2017 07.04.2017 Grant date Number of awards Balance at 1 January 2021 Forfeited during the year Exercised during the year Lapsed during the year Balance at 31 December 2021 Exercisable at 31 December 2021 Weighted average share price at date of exercise (p) Balance at 1 January 2020 Granted during the year Forfeited during the year Exercised during the year Lapsed during the year Balance at 31 December 2020 Exercisable at 31 December 2020 Weighted average share price at date of exercise (p) Granted during the year 1,187,076 1,798,489 – – – 2,074,782 995,259 48,050 2,156,512 1,246,879 981,776 (82,025) (161,198) (187,272) – – – – – – – – – – – – – – – (165,598) – – – – – – (981,776) – (1,246,879) 1,105,051 1,637,291 1,887,510 995,259 48,050 1,990,914 – – – – – – – – – – – – – – – – – – – 42.01 – – – – – – – – – – – – – – – – – – – – – – – – – 995,259 128,133 2,236,640 1,246,879 1,963,191 675,764 381,557 – 2,074,782 – – – – – – – – – – – – (80,083) (80,128) – – – – – – – – – – – – – – (981,415) (675,764) (381,557) – 2,074,782 995,259 48,050 2,156,512 1,246,879 981,776 – – – – – – – – – – – – – – – – – – – – 24.19 25.50 26.65 No options expired during the year (2020: nil). 106 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 23 Share-based payments continued These awards were priced using the following models and inputs: LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 Grant date Share price at grant date Fair value Vesting date 29.04.2021 25.03.2021 30.06.2020 03.10.2019 25.10.2019 25.07.2019 06.04.2018 06.04.2018 24.04.2017 07.04.2017 39.78 29.09 39.50 30.10 24.00 14.80 41.50 22.77 32.50 16.25 46.00 23.00 50.20 28.65 50.20 25.10 45.75 24.46 40.75 21.08 29.04.2024 25.03.2024 29.06.2023 02.10.2022 05.04.2022 05.04.2022 06.04.2021 06.04.2021 24.04.2020 07.04.2020 Exercise price (p) Expected volatility (%) Expected dividend yield (%) £nil 48.9 1.29 £nil 48.0 1.30 £nil 47.0 – Risk free interest rate (%) (0.12) (0.07) (0.09) £nil 40.0 – 0.34 Valuation of model used Stochastic Stochastic Stochastic Stochastic £nil £nil – – – £nil 43.5 – 0.86 £nil 43.5 6.47 0.86 Black– £nil 45.4 – 0.12 £nil 45.4 – 0.12 * Stochastic Scholes Stochastic Stochastic – – – * * Shares granted on 25 October 2019 and 25 July 2019 were nil-cost options with non-market-based performance conditions. These plans were valued based on the estimated vesting value of the non-market-based conditions and expected forfeiture rates. The plans above include non-market based performance conditions. These elements of the plans were valued based on the estimated vesting value of the non-market based conditions and expected forfeiture rates. The share awards outstanding at 31 December 2021 had a weighted average exercise price of £nil (2020: £nil) and a weighted remaining life of 1.3 years (2020: 1.3 years). Senior Executive Long-Term Incentive Plan (‘SELTIP’) The Centaur Media Plc 2010 Senior Executive Long-Term Incentive Plan (the ‘SELTIP’) was introduced during 2011 and was approved by shareholders at the 2010 AGM. This is not an HMRC approved scheme and vests over a three-year period with service and performance conditions. Awards were granted under this plan in 2011 for no consideration and no exercise price. This plan is closed to new awards. Awards of bonus units were made in 2013 as summarised in the following table: Financial year 2013 Threshold profit £8.0m PBTA achieved £8.6m Profit growth £0.6m SELTIP contribution 30% Total bonus pool £0.1m Bonus pool allocated* £0.1m * The Remuneration Committee did not allocate the entire bonus pool in 2013. ** Awards were only made to participants with continuing employment. Number of shares awarded in total** 118,851 107 www.centaurmedia.comFINANCIAL STATEMENTS 23 Share-based payments continued These awards were priced using the following models and inputs: Grant date Share price at grant date Fair value Vesting date Exercise price (p) Number of awards Balance at 1 January 2020, 31 December 2020 and 31 December 2021 Exercisable at 31 December 2020 and 31 December 2021 Average share price at date of exercise (p) SELTIP 2013 15.09.11 33.88 23.76 17.09.14 £nil 6,862 6,862 – There were no grants, forfeitures, exercises, lapses, or expired options during the current and prior years. The shares awards outstanding at 31 December 2021 had a weighted average exercise price of £nil (2020: £nil) and a weighted remaining life of 0.7 years (2020: 1.7 years). Share Incentive Plan The Group has a Share Incentive Plan, which is an HMRC approved Tax-Advantaged plan, which provides employees with the opportunity to purchase shares in the Company. This plan is open to all employees who have been employed by the Group for more than 3 months. Employees may invest up to £1,800 per annum (or 10% of their salary if less) in ordinary shares in the Company, which are held in trust. The shares are purchased in open market and are held in trust for each employee. The shares can be withdrawn with tax paid at any time, or tax-free after five years. The Group matches the contribution with a ratio of one share for every two purchased. Other than continuing employment, there are no other performance conditions attached to the plan. The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of the Group. Number of outstanding matching shares 2021 57,495 2020 58,117 108 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 24 Dividends Equity dividends Final dividend for 2020: 0.5p per 10p ordinary share Interim dividend for 2021: 0.5p per 10p ordinary share 2021 £’000 726 724 1,450 2020 £’000 – – – The total dividend pertaining to 2020 was the final dividend for the year ended 31 December 2020 of £726,000 (0.5p share). This dividend was paid on 28 May 2021. An interim dividend for the six months ended 30 June 2021 of £724,000 (0.5p per ordinary share) was paid on 22 October 2021 to all ordinary shareholders on the register as at close of business on 8 October 2021. A final dividend for the year ended 31 December 2021 of £725,000 (0.5p share) is proposed by the Directors and subject to shareholder approval at the Annual General Meeting, will be paid on 27 May 2022 to all ordinary shareholders on the register at the close of business on 13 May 2022. During the prior year, the Company received a dividend of £40,000,000 from Centaur Communications Limited. No dividends were received in the current year. 25 Notes to the cash flow statement Reconciliation of profit / (loss) for the year cash generated from operating activities: Profit/(loss) for the year Adjustments for: Tax Net interest expense Depreciation Impairment of property, plant and equipment Amortisation of intangible assets Impairment of intangible assets Impairment of goodwill Note 7 2,6 12 12 11 11 10 Loss on disposal of assets and liabilities 11,12,18 Loss on impairment of investment Share-based payment charge Dividends waived Dividends received from subsidiaries Unrealised foreign exchange differences Changes in working capital: (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables Increase/(decrease) in deferred income Cash generated from operating activities 13 5,23 24 2021 Group £’000 1,417 (56) 260 1,808 – 2,426 80 – – – 495 2 – (65) (259) 2,615 798 9,521 2020 Group £’000 (14,428) (1,232) 332 2,207 – 3,780 – 11,009 731 – 541 – – 83 4,445 (3,732) (1,671) 2,065 2021 Company £’000 (2,325) (512) 1,182 – – – – – – – 325 2 – – 34,359 (31,389) – 1,642 2020 Company £’000 (27,828) (433) 838 – – – – – – 25,393 (15) – 40,000 – (34,050) (3,750) – 155 109 www.centaurmedia.comFINANCIAL STATEMENTS 25 Notes to the cash flow statement continued Reconciliation of movements of liabilities and associated assets to cash flows arising from financing activities: At 1 January 2020 Changes from financing cash flows: Loan arrangement fees Interest paid Repayment of obligations under finance leases Other changes: Interest expense Remeasurement of lease liabilities Disposal on exit of lease Balance at 31 December 2020 Changes from financing cash flows: Loan arrangement fees Interest paid Repayment of obligations under finance leases Other changes: Interest expense Remeasurement of lease liabilities Balance at 31 December 2021 Group and Company Net borrowings £’000 (130) Group Lease liabilities £’000 4,260 Note 18 6 18 18 18 6 18 (25) (130) – (155) 215 – – 215 (72) (107) (87) – (194) 194 – 194 (72) – – (1,925) (1,925) 124 1,704 (788) 1,040 3,375 – – (2,036) (2,036) 67 978 1,045 2,384 Net borrowings is comprised of a loan arrangement fee debtor of £75,000 (2020: £79,000) presented within other receivables on the statement of financial position and a commitment fee creditor of £3,000 presented as bank and other borrowings on the statement of financial position (2020: £7,000). The movements of this asset and liability together give rise to cash flows from financing activities relating to the £25m revolving credit facility. 26 Financial instruments and financial risk management Financial risk management The Board has overall responsibility for the determination of the Group’s risk management policies. The Board receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of policies and processes put in place to manage risk. The Board sets policies that reduce risk as far as possible without unduly affecting the operating effectiveness of the Group. The Group’s activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity risk, capital risk and currency risk. Of these, credit risk and liquidity risk are considered the most significant. This note presents information about the Group’s exposure to each of the above risks. 110 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 26 Financial instruments and financial risk management continued Categories of financial instruments Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1(s). All financial assets and liabilities are measured at amortised cost. Financial assets Cash and bank balances Trade receivables – net Other receivables Financial liabilities Lease liabilities Trade payables Accruals Provisions Other payables Note 16 15 15 18 17 17 21 17 2021 £’000 13,065 4,911 411 18,387 2,384 1,070 8,112 – 1,337 12,903 2020 £’000 8,300 4,218 677 13,195 3,375 219 5,652 – 1,574 10,820 Credit risk The Group’s principal financial assets are trade and other receivables (note 15). Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s maximum exposure to credit risk in relation to financial assets. Credit risk is managed on a Group basis. The Group does not consider that it is subject to any significant concentrations of credit risk. Trade receivables Trade receivables consist of a large number of customers, of varying sizes and spread across diverse industries and geographies. The Group does not have significant exposure to credit risk in relation to any single counterparty or group of counterparties having similar characteristics. The Group’s exposure to credit risk is influenced predominantly by the circumstances of individual customers as opposed to industry or geographic trends. The business assesses the credit quality of customers based on their financial position, past experience and other qualitative and quantitative factors. The Group’s policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days from the date of invoice. Under normal trading conditions, the Group is exposed to relatively low levels of risk and potential losses are mitigated as a result of a diversified customer base and the requirement for events and certain premium content subscription invoices to be paid in advance of service delivery. The credit control function within the Group’s finance department monitors the outstanding debts of the Group and trade receivable balances are analysed by the age and value of outstanding balances. Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with a charge taken through the consolidated statement of comprehensive income. The Group also records an allowance for the lifetime expected credit loss on its trade receivables balances under the simplified approach as mandated by IFRS 9. The impairment model for trade receivables, under IFSR 9, requires the recognition of impairment provisions based on expected lifetime credit losses rather than only incurred ones. All balances past due are reviewed with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to note 1(s) for further details on the approach to allowance for expected credit losses on trade receivables. The allowance for expected lifetime credit losses, and changes to it, are taken through administrative expenses in the consolidated statement of comprehensive income. 111 www.centaurmedia.comFINANCIAL STATEMENTS 26 Financial instruments and financial risk management continued The ageing of trade receivables according to their original due date is detailed below: Not due 0–30 days past due 31–60 days past due 61–90 days past due Over 90 days past due 2021 Gross £’000 3,488 972 161 146 708 5,475 2021 Provision £’000 (43) (25) (9) (16) (471) (564) 2020 Gross £’000 3,265 598 140 167 1,041 5,211 2020 Provision £’000 (76) (26) (10) (39) (842) (993) Trade receivables that are less than 3 months past due are generally not considered to be impaired, except where specific credit issues or delinquency in payments have been identified. In making the assessment that unprovided trade receivables are not impaired, the Directors have considered the quantum of gross trade receivables which relate to amounts not yet included in income, including amounts in deferred income and amounts relating to VAT. The credit quality of trade receivables not yet due nor impaired has been assessed as acceptable. The movement in the allowance for expected credit losses on trade receivables is detailed below: Balance at 1 January Utilised Additional provision charged to the statement of comprehensive income Release Written back Balance at 31 December 2021 Continuing £’000 2021 Discontinued £’000 879 (276) – (39) – 564 114 (114) – – – – 2021 Total £’000 993 (390) – (39) – 564 2020 Continuing £’000 2020 Discontinued £’000 729 (134) 255 – 29 879 378 (24) – (241) 1 114 2020 Total £’000 1,107 (158) 255 (241) 30 993 The Group’s policy requires customers to pay in accordance with agreed payment terms which are generally 30 days from the date of invoice or in the case of live events related revenue no less than 30 days before the event. All credit and recovery risk associated with trade receivables has been provided for in the consolidated statement of financial position. The Group’s policy for recognising an impairment loss is given in note 1(s)(ii). Impairment losses are taken through administrative expenses in the consolidated statement of comprehensive income. The remaining provision in prior year of £114,000 for discontinued operations related to MarketMakers trade debtors which was fully provided for as at 31 December 2020. This was fully utilised in the current year. The Directors consider the carrying value of trade and other receivables approximates to their fair value. Cash and cash equivalents Banks and financial institutions are independently rated by credit rating agencies. We choose only to deal with those with a minimum ‘A’ rating. We determine the credit quality for cash and cash equivalents to be strong. Other receivables Other receivables are neither past due nor impaired. These are primarily made up of sundry receivables, including employee-related debtors and receivables in respect of distribution arrangements. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate reserves and working capital credit facilities, and by continuously monitoring forecast and actual cash flows. In March 2021, the Group terminated its existing £25m multi-currency revolving credit facility with NatWest and Lloyds which was due to run to November 2021. It has been replaced by a new multi-currency revolving credit facility with NatWest which runs to March 2024 with the option to extend for two periods of one year each. The new facility consists of a £10m committed facility and an additional £15m uncommitted accordion option, both of which can be used to cover the Group’s working capital and general corporate needs. As at 31 December 2021, the Group had cash of £13,065,000 (2020: £8,300,000) with a full undrawn loan facility of £25m (2020: full undrawn loan facility of £25m). 112 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 26 Financial instruments and financial risk management continued The following tables detail the financial maturity for the Group’s financial liabilities: At 31 December 2021 Financial liabilities Interest bearing Non-interest bearing At 31 December 2020 Financial liabilities Interest bearing Non-interest bearing Book value £’000 Fair value £’000 Less than 1 year £’000 2–5 years £’000 2,384 10,519 12,903 3,375 7,445 10,820 2,384 10,519 12,903 3,375 7,445 10,820 1,884 10,519 12,403 1,969 7,445 9,414 500 – 500 1,406 – 1,406 The Directors consider that book value is materially equal to fair value. The book value of primary financial instruments approximates to fair value where the instrument is on a short maturity or where they bear interest at rates that approximate to the market. The following table details the level of fair value hierarchy for the Group’s financial assets and liabilities: Financial Assets Level 1 Cash and bank balances Level 3 Trade receivables – net Other receivables Financial Liabilities Level 3 Lease liabilities Trade payables Accruals Provisions Other payables Borrowings* * Borrowings are purely in relation to the Group’s revolving credit facility which is discussed above. The amount drawn down from this facility at 31 December 2021 was £nil (2020: £nil). All trade and other payables are due for payment in one year or less, or on demand. Interest rate risk The Group has no significant interest-bearing assets but is exposed to interest rate risk when it borrows funds at floating interest rates through its revolving credit facility. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group evaluates its risk appetite towards interest rate risks regularly to manage interest rate risk in relation to its revolving credit facility if deemed necessary. The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2021 the only floating rate to which the Group was exposed was LIBOR. The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note. Interest rate sensitivity The Group has not drawn down from its revolving credit facility in the current year or prior year therefore a sensitivity analysis has not been performed. 113 www.centaurmedia.comFINANCIAL STATEMENTS 26 Financial instruments and financial risk management continued Capital risk The Group manages its capital to ensure that all entities in the Group will be able to continue as a going concern while maximising return to stakeholders, as well as sustaining the future development of the business. The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 16), and equity attributable to the owners of the parent, comprising issued share capital (note 22), other reserves and retained earnings. The Board also considers the levels of own shares held for employee share plans and the ability to issue new shares for acquisitions, in managing capital risk in the business. For the whole of 2020, the Group benefited from its banking facilities, renewed in November 2019 which ran until November 2021 with an option to extend for a further two periods of one year each. Interest was calculated on LIBOR plus a margin dependent on the Group’s net leverage position, which was re-measured quarterly in line with covenant testing. The Group’s borrowings were subject to financial covenants tested quarterly. The principal financial covenants under the facility were the ratio of net debt to Adjusted EBITDA (see note 1(b) for explanation and reconciliation of Adjusted EBITDA) would not exceed 2.5:1 and the ratio of EBITDA to net finance charges would not be less than 4:1. In July 2020, the Group agreed with the banks to waive leverage and interest cover covenants up to, and including, the testing periods to 30 September 2021. This was subject to minimum liquidity tests which were reported monthly. At no point during the prior year did the Group breach its covenants or its minimum liquidity tests. From March 2021, the Group benefited from a new banking facility with NatWest, which featured a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate needs. The facility is available until March 2024 with an option to extend for a further two periods of one year each. Interest is calculated on SONIA plus a margin dependent on the Group’s net leverage position, which is re-measured quarterly in line with covenant testing. The Group’s borrowings are subject to financial covenants tested quarterly. The principal financial covenants under the facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and the ratio of EBITDA to net finance charges shall not be less than 4:1. At no point during the year did the Group breach its covenants. Currency risk Substantially all the Group’s net assets are in the United Kingdom. Most of the revenue and profits are generated in the United Kingdom and consequently foreign exchange risk is limited. The Group continues to monitor its exposure to currency risk, particularly as the business expands into overseas territories such as North America, however the results of the Group are not currently considered to be sensitive to movements in currency rates. 27 Pension schemes The Group contributes to individual and collective money purchase pension schemes in respect of Directors and employees once they have completed the requisite period of service. The charge for the year in respect of these defined contribution schemes is shown in note 5. Included within other payables is an amount of £76,000 (2020: £77,000) payable in respect of the money purchase pension schemes. 28 Capital commitments At 31 December 2021, the Group had no capital commitments (2020: £nil). 114 Notes to the Financial StatementsCONTINUEDCentaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 29 Related party transactions Group Key management compensation is disclosed in note 5. There were no other material related party transactions for the Group in the current or prior year. Company The Company had the following transactions with subsidiaries during the year. i) Interest During the year, interest was recharged from subsidiary companies as follows: Net interest payable There were no borrowings at the year end. 2021 £’000 988 2020 £’000 623 The balances outstanding with subsidiary companies are disclosed in notes 15 and 17. ii) Dividends During the prior year, the Company received a dividend of £40,000,000 from its subsidiary, Centaur Communications Limited. No dividends were received in the current year. There were no other material related party transactions for the Company in the current or prior year. Audit exemption For the year ended 31 December 2021 the Company has provided a guarantee pursuant to sections 479A-C of Companies Act 2006 over the liabilities of the following subsidiaries and, as such, they are exempt from the requirements of the Act relating to the audit of individual financial statements, or preparation of individual financial statements, as appropriate, for this financial year. Name Centaur Communications Limited Chiron Communications Limited E-consultancy.com Limited Market Makers Incorporated Limited Pro-Talk Limited Taxbriefs Holdings Limited Taxbriefs Limited TheLawyer.com Limited Xeim Limited See note 13 for changes to subsidiary holdings during the year. 30 Events after the reporting date No material events have occurred after the reporting date. Company number 01595235 01081808 04047149 05063707 03939119 03572069 01247331 11491880 05243851 Outstanding liabilities £’000 21,530 – 2 – – – – 2,101 11,117 115 www.centaurmedia.comFINANCIAL STATEMENTS Five Year Record (Unaudited) Revenue (£m) 2017* 64.7 2018* 50.3 Operating (loss)/profit (£m) (0.3) (20.3) Adjusted operating profit/(loss) (£m) Adjusted operating profit/(loss) margin 4.1 6% (2.2) (4%) (Loss)/profit before tax (£m) (0.7) (20.5) Adjusted profit/(loss) before tax (£m) Adjusted diluted EPS (pence) Ordinary dividend per share (pence) Net operating cash flow (£m) Average permanent headcount (FTE) Revenue per head (£’000) Revenue by type Premium Content Marketing Services Training and Advisory Events Marketing Solutions Recruitment Advertising Telemarketing Services Other Goodwill and other intangible assets Other assets and liabilities Net assets before net cash Net cash Total equity 3.7 1.8 3.0 12.1 589 110 2017* £m 19.1 1.9 8.0 18.7 9.3 3.5 4.2 64.7 2017* £m 94.2 (13.4) 80.8 4.1 84.9 (2.4) (1.4) 3.0 5.6 758 66 2018* £m 14.4 4.5 8.0 6.5 4.6 2.7 9.6 50.3 2018* £m 78.1 (11.5) 66.6 0.1 66.7 2019 39.6 (7.8) (1.2) (3%) (8.1) (1.5) 0.3 1.5 4.7 317 125 2019 £m 14.4 4.3 7.6 6.4 4.6 2.3 – 39.6 2019 £m 61.2 (9.4) 51.8 9.3 61.1 2020 32.4 (2.3) – – (2.6) (0.3) 0.3 0.5 2.1 282 115 2020 £m 13.2 2.9 8.5 2.5 4.2 1.1 – 32.4 2020 £m 46.1 (7.2) 38.9 8.3 47.2 2021 39.1 1.6 3.2 8% 1.4 3.0 1.9 1.0 9.5 264 148 2021 £m 12.9 3.3 12.6 3.8 5.0 1.5 – 39.1 2021 £m 44.2 (10.2) 34.0 13.1 47.1 * 2017 – 2018 have not been re-presented with regards to discontinued operations relating to the cessation of the MarketMakers telemarketing business in 2020. Marketing and Advertising Solutions revenue was split into Marketing Solutions and Recruitment Advertising in the prior year. 116 Centaur Media PlcAnnual Report and Financial Statements for the year ended 31 December 2021 Directors, Advisers and other Corporate Information Company registration number 04948078 Incorporated/domiciled in England and Wales Registered office Floor M 10 York Road London SE1 7ND United Kingdom Directors Colin Jones (Chair) Swagatam Mukerji (Chief Executive Officer) Simon Longfield (Chief Financial Officer) William Eccleshare Carol Hosey Leslie-Ann Reed Company Secretary Helen Silver Independent Auditor Crowe U.K. LLP 55 Ludgate Hill London EC4M 7JW Registrars Share Registrars Limited 3 The Millennium Centre Crosby Way Farnham Surrey GU9 7XX External Lawyers Dechert LLP 160 Queen Victoria Street London EC4V 4QQ Brokers Investec Bank plc Singer Capital Markets C E N T A U R M E D I A P L C A n n u a l R e p o r t a n d F i n a n c i a l S t a t e m e n t s f o r t h e y e a r e n d e d 3 1 D e c e m b e r 2 0 2 1 Floor M 10 York Road London SE1 7ND