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Torstar Corp.Registration number: 184594 Daily Mail and General Trust plc (‘DMGT’) Annual Report and Consolidated Financial Statements for the year ended 30 September 2023 Daily Mail and General Trust plc Contents Section Company Information Strategic Report Directors’ Report Notes to the Strategic Report and Directors’ Report Independent Auditors’ Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Financial Position Consolidated Cash Flow Statement Notes to the Accounts Unaudited Five Year Financial Summary Company Statement of Financial Position Company Statement of Changes in Equity Notes to the Company Statement of Financial Position Page number 2 3-24 25-33 34-38 39-48 49 50 51 52-53 54 55-135 136-137 138 139 140-148 For footnotes, please see page 34. 1 Daily Mail and General Trust plc Company Information Chairman Directors The Viscount Rothermere K J Beatty T G Collier D Hopfen A H Lane D H Nelson K A H Parry OBE JP Rangaswami Sir William G Touche Bt. F Wallestam Company Secretary F L Sallas Registered office Northcliffe House 2 Derry Street London W8 5TT England Registered Number 184594 Independent Auditors PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 1 Embankment Place London WC2N 6RH For footnotes, please see page 34. 2 Strategic Report The directors present their strategic report, the report of the directors and the audited financial statements for the Group, comprising Daily Mail and General Trust plc (‘Company’) and its subsidiaries (the ‘Group’), for the year ended 30 September 2023 (‘FY 2023’). Principal activities and business review Daily Mail and General Trust plc (‘DMGT’) manages a portfolio of companies that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. The Group takes a long-term approach to investment and has market-leading positions in consumer media, property information and events & exhibitions. As well as a diverse portfolio of operating companies, DMGT holds minority stakes in early-stage businesses. Further information on the activities of the Group can be found on the DMGT website: www.dmgt.com. During FY 2023, there was continued recovery in the events market, benefitting DMGT’s Events & Exhibitions business, which was particularly impacted by the Covid-19 pandemic. Trepp, the US-based Property Information business also delivered revenue and profit growth. The demand for advertising in the Consumer Media business’s products was adversely affected by pressure on UK consumers’ real disposable income, resulting in reduced revenues and profitability. There was a continued decline in circulation volumes of paid-for newspapers but revenues were supported by cover price increases. Landmark, the UK Property Information business, was adversely affected by further reductions in residential property transaction volumes. This resulted in decreases in total Property Information revenues, despite the addition to the portfolio in January 2023 of Yopa, the UK-based estate agency service, and in total Property Information profits. For more information on the financial performance of the different businesses during the year, please see pages 4 to 8, the ‘Operating and financial review’ section. Statutory¹ results Adjusted² results Full Year 2023 £m 997 Full Year 2022 £m 974 Growth/ (contraction)4 +2% Full Year 2023 £m 997 Full Year 2022 £m 974 Growth/ (contraction)4 +2% Revenue (70) (13) 4 Operating profit/(loss) Profit/(loss) before tax Profit/(loss) after tax* For more information about adjusted results and reconciliations to statutory results, please see pages 35 to 38 in the ‘Notes to the Strategic Report and Directors’ Report’ section and Note 13 of the Notes to the Accounts. * Profit/(loss) after tax includes non-controlling interests. Statutory profit/(loss) after tax is the profit/(loss) for the year, including discontinued operations. (19)% (79)% N/A (7)% +4% +17% (87) (60) (134) 55 41 35 59 39 30 Group revenues were £997m, an increase of £23m, 2%. Growth in Events & Exhibitions of £63m was partly offset by a £33m reduction in Consumer Media and a £7m decrease in Property Information. Group adjusted operating profit was £55m, a decrease of 7%. For more information about adjusted results and the reconciliation to statutory results, please see pages 35 to 38 and Note 13 of the Notes to the Accounts. The £4m reduction in adjusted operating profit was due to decreases in Consumer Media and Property Information of £13m and £8m respectively. These were partly offset by growth of £12m in Events & Exhibitions and a £5m reduction in Corporate costs. The statutory operating loss was £70m, compared to £87m in FY 2022, and included £84m of exceptional operating costs, notably in respect of non-cash past pension service costs, compared to £80m in FY 2022. For footnotes, please see page 34. 3 Group adjusted profit before tax (‘PBT’) was £41m and included £2m of adjusted losses from JVs and associates and £12m of adjusted net finance expenses. The statutory loss before tax was £13m, compared to £60m in FY 2022. Group adjusted profit after tax, including non-controlling interests, increased 17% to £35m, compared to £30m in FY 2022, and the adjusted tax rate was 18%, down from 25% in the prior year, largely due to a different geographical mix of profits and losses. The statutory profit for the year, including discontinued operations, was £4m compared to a loss of £134m in FY 2022 as the prior year included a statutory tax charge on continuing operations of £86m. DMGT’s pro forma net debt³ was £86m as at 30 September 2023, compared to £153m at the start of the year. The pro forma net debt:EBITDA ratio was 1.1 at the year end, compared to 2.0 at the prior year end. The Group’s committed bank facilities, which mature in May 2027, were £205m and were undrawn. Strategy and outlook Strategy DMGT’s strategy remains largely unchanged. The Group continues to adopt a long-term approach to sustainable value creation, nurturing talent, developing customer relationships and investing organically. There is a focus on improving operational execution, aiming to increase efficiencies and the agility of the Group’s portfolio of businesses as they deliver and develop excellent products and services. The Group also seeks to enhance financial flexibility, reducing net debt over time and increasing DMGT’s ability to pursue a range of capital allocation priorities as they arise. Outlook Conditions in the Consumer Media market are expected to remain challenging in respect of both revenues and costs. Revenues will reflect circulation volumes of the paid-for newspapers, which are expected to continue to decline, and the advertising market, which is expected to remain both challenging and volatile until economic confidence returns. The financial performance of the Property Information business is expected to continue to be affected by UK property transaction volumes, notably in the residential market, as well as by subscription revenues in the US, where the revenue outlook for FY 2024 is more encouraging. The Events & Exhibitions business is well positioned to deliver sustained growth. All three major shows are currently scheduled to be held in FY 2024 and dmg events has been contracted to manage the Blue Zone at COP28 in December 2023. Operating and financial review Consumer Media Full Year 2023 £m 625 (40) 39 (6)% 6% The year-on-year decreases in revenue, operating profit and operating margin are exacerbated by FY 2023 being a 52-week year, whereas FY 2022 was a 53-week year. Revenue Statutory¹ operating (loss)/profit Adjusted² operating profit Statutory¹ operating margin Adjusted² operating margin Full Year 2022 £m 658 15 52 2% 8% Growth/ (contraction)4 (5)% N/A (24)% Consumer Media revenues decreased 5%, primarily due to reduced advertising revenues. Advertising prices were adversely affected by circulation volumes, which continued to decline as expected, as well as by a challenging advertising market, due to pressure on UK consumers’ real disposable income. Revenues from sales of the paid-for Mail and ‘i’ newspapers benefitted from cover price increases, which largely offset the adverse impact of declining total volumes, and reflected an increased preference to subscribe to the titles. Circulation revenues decreased 4% to £247m, including the impact of there being one less week in the financial year, and there was growth in print subscription revenues. There were cover price increases in March 2022 and January 2023 for The Mail on Sunday; For footnotes, please see page 34. 4 in March 2022, August 2022 and December 2022 for the Saturday edition of the Daily Mail; and in August 2022, from 80p to 90p, and April 2023, from 90p to £1.00, for the Monday to Friday editions of the Daily Mail. There were also increases for all editions of the ‘i’ in March 2022, the weekend edition in December 2022 and weekday editions in January 2023. There was continued inflationary pressure on costs, with a notable increase in the price of newsprint, and increased investment in US-related editorial content. Consequently, given the reduction in advertising revenues, the profitability of the Consumer Media portfolio was adversely affected during the year and the adjusted operating margin reduced to 6% from 8%. Property Information Revenue Statutory¹ operating profit Adjusted² operating profit Statutory¹ operating margin Adjusted² operating margin Full Year 2023 £m 210 19 24 9% 12% Full Year 2022 £m 217 27 33 12% 15% Growth/ (contraction)4 (3)% (28)% (25)% DMGT’s stake in Yopa, the UK-based estate agency service, increased from 45% to 74% in January 2023 and the results of the business have been fully consolidated as a subsidiary since then. Consequently, the Property Information portfolio now comprises three businesses: Landmark Information Group (‘Landmark’), which operates in the UK, Trepp, which operates in the US, and Yopa. The majority of Landmark’s revenues are generated from volume-related transactions, underpinned by a historically-predictable minimum-base level of supply. Following a particularly active market in 2021, supported by temporary reductions in stamp duty, transaction volumes in the UK residential property market have decreased further as increases in borrowing costs and the cost of living have tempered demand from potential buyers. The decrease in Landmark’s revenues was partially offset by continued growth from Trepp, which continues to make good progress, and the inclusion of Yopa’s revenues since January 2023. The adjusted operating margin reduced from 15% to 12%, primarily due to the addition of Yopa, the investment-stage business. Events & Exhibitions Revenue Statutory¹ operating profit Adjusted² operating profit Statutory¹ operating margin Adjusted² operating margin Full Year 2023 £m 163 20 21 12% 13% Full Year 2022 £m 100 8 9 8% 9% Growth4 +63% +148% +136% The Events & Exhibitions business has continued to recover from the adverse impact of the Covid-19 pandemic and the portfolio of events has benefitted from increases in exhibitors’ demand and in visitor attendance. Big 5 Dubai, the construction event that is one of the business’s three major shows, was held in December 2022. The event did not occur in the prior financial year, having last been held in September 2021, and its inclusion in FY 2023 helped Events & Exhibitions deliver a particularly strong performance. The business’s largest event, ADIPEC, the Abu Dhabi-based energy show, was held in November 2022 and delivered particularly pleasing growth. The third major show, Gastech, was held in Singapore in September 2023 and also contributed to the business’s growth. The strong recovery in For footnotes, please see page 34. 5 Events & Exhibitions revenues was facilitated by the business retaining talent throughout the pandemic, consistent with DMGT’s long-term approach to value creation. Despite increased pressure on costs, adjusted operating margin improved from 9% to 13%, benefitting particularly from the inclusion of Big 5 Dubai, as well as from the general recovery in revenues across the company’s portfolio of events. All three major shows are scheduled to be held in FY 2024 and are expected to recur annually thereafter. Corporate costs Following the disposal of businesses from the Group in 2021 and the delisting of DMGT in January 2022, the Corporate cost base has been reduced. Corporate adjusted operating costs were £30m, a decrease of 13%. Corporate statutory operating costs, including exceptional operating costs and the amortisation of acquired intangible assets arising on business combinations, were £50m, a 45% reduction from £92m in FY 2022, reflecting the exceptional costs associated with the delisting of DMGT in January 2022. Joint ventures, associates and dmg ventures DMGT holds minority stakes in early-stage businesses, primarily through its dmg ventures arm. The Group’s net share of adjusted operating losses from its joint ventures and associates was £2m in the year, compared to £6m in FY 2022. The performance benefitted from Yopa becoming a Property Information subsidiary in January 2023, when it ceased to be an associate. On a statutory basis, the share of results of joint ventures and associates, including impairment charges of £18m, was a loss of £19m, compared to £45m in FY 2022. DMGT also invests in and develops early-stage businesses, as well as occasionally investing opportunistically in more established companies. The Group holds smaller stakes in these investments and does not recognise a share of profits or losses from them, as the percentage holdings are too small or DMGT’s level of influence insufficient for the companies to be associates. The most notable investment made during the year was £7m for a 1.5% stake in Waterloo, a US-based flavoured-sparkling water company. Net finance expenses Adjusted net finance expenses, including investment revenue, were £12m, compared to £14m in FY 2022, reflecting the benefit of reduced bond debt. On a statutory basis, the Group’s total net finance expenses, including investment revenue, were a credit of £32m, compared to a charge of £4m in FY 2022. The improvement was primarily due to the pension finance credit, which is excluded from adjusted results and increased to £43m from £12m in FY 2022, reflecting a larger pension surplus on an accounting basis and an increase in interest rates. Exceptional items and amortisation As explained in more detail on pages 34 to 38 of the ‘Notes to the Strategic Report and Directors’ Report’ section, certain items, including exceptional costs, impairments and some amortisation, are excluded from adjusted results. Exceptional operating costs were £84m in the year, compared to £80m in the prior year, and included a £73m non-cash cost that resulted from the decision, due to extraordinarily high rates of inflation and the strong financial position of the pension schemes, to give members of the schemes an additional 5.0% increase in pension payments and deferment amounts on top of the existing minimum increase. There was also a £13m exceptional operating credit in respect of discontinued operations, compared to £11m of exceptional operating costs in the prior year. The FY 2023 charge for amortisation of intangible assets arising on business combinations was £13m (FY 2022 £11m). Total impairment charges in the year were £8m, compared to £9m in the prior year, in respect of New Scientist, the Consumer Media business. For footnotes, please see page 34. 6 The Group recorded other net gains, notably in respect of the disposal of businesses and assets, of £26m, compared to £31m in FY 2022. Taxation The adjusted tax charge for the year of £7m (FY 2022 £10m) is stated after adjusting for the effect of exceptional items. The adjusted tax rate decreased to 18%, compared to 25% in the prior year, largely due to a different geographical mix of profits and losses. The statutory tax credit for the year was £4m and was entirely related to continuing operations, compared to an £86m charge on continuing operations and a £20m credit relating to discontinued operations in FY 2022. For more information, please see Note 11, ‘Tax’, of the Notes to the Accounts. The net corporation tax paid during the year totalled £8m, an increase from £7m in the prior year. Dividend The total of the interim and proposed final dividends in respect of FY 2023 is 9.13 pence per share, equivalent to £21m, compared to 8.85 pence per share in respect of FY 2022. Net debt and cash flow Pro forma net debt³ at the end of the year was £86m, compared to £153m at the start of the year. Pro forma net debt as at 30 September 2023 is stated after adjusting to exclude £28m of lease liabilities that are included in net debt in the financial statements following the adoption of IFRS 16, the lease accounting standard. The lease liabilities largely reflect the future operating cost of renting office space and are not considered a component of net debt when the Board reviews the Group’s available capital. Also, for bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis, excluding IFRS 16 lease liabilities, consistent with DMGT’s pro forma net debt. Consequently, they are excluded from pro forma net debt. The pro forma net debt:EBITDA ratio was 1.1x at the year end, compared to 2.0x at the FY 2022 year end and below the 3.25x ratio limit of the Group’s bank covenants. In November 2022, DMGT bought back and cancelled £50m nominal value of its bonds for cash consideration of £47m. The Group’s year end debt included £146m of 6.375% bonds due 2027 and £11m of net debt in respect of loan notes, derivatives and collateral. The Group’s cash, cash equivalents and short-term deposits, net of overdrafts, totalled £71m at the year end. The Group’s committed bank facilities, which mature in May 2027, were £205m at the year end and were undrawn. The net debt position benefitted from a one-off reduction in working capital of approximately £52m, resulting from the sale of certain UK trade debtors of the Consumer Media business. Cash outflows in the year included £19m of dividend payments, £14m of net interest payments and £31m in respect of operating exceptional items. Pension schemes The Group’s defined benefit pension schemes provide retirement benefits for UK staff, largely in Consumer Media. These schemes are closed to new entrants and to the future accrual of benefits for existing members. There are now just two defined benefit schemes remaining as the winding-up process for one scheme completed in September 2023, following its merger into another scheme in October 2022. The DMGT Board places the highest importance on ensuring that all pension benefits are fully paid and responsibly funded. Given the strong financial position of the schemes, following a £413m payment into the schemes during FY 2022, no payments to the pension schemes were made during the year and no further payments are currently expected. As a result of extraordinarily high rates of inflation and the strong financial position of the schemes, the trustees and DMGT agreed to give members an additional one-time 5% increase, on top of the existing minimum increase, in pension payments and deferment amounts. For footnotes, please see page 34. 7 The pension schemes’ surplus, calculated on an IAS 19 accounting basis, was £776m as at 30 September 2023 and the related deferred tax liability was £230m. The actuarial valuations, on a Technical Provisions basis, are considered by the Board and pension schemes’ trustees to be more relevant for assessing the funding position of the schemes than the accounting basis calculation. The most recent actuarial valuations of the schemes were as at 31 March 2022, prior to the merger of schemes, and the total surplus of the two larger schemes was £531m. The most recent actuarial valuation of the smallest scheme was as at 31 March 2021 and the deficit was £9m. For more information, please see Note 33, ‘Retirement benefit obligations’, of the Notes to the Accounts. Key performance indicators Due to DMGT holding a changing portfolio of different companies, many key performance indicators (‘KPIs’) that are targeted by individual businesses are not appropriate at a consolidated Group level. Examples include customer numbers, revenue per customer, employee productivity and employee engagement. DMGT’s KPIs are alternative performance measures (‘APMs’) rather than statutory measures as the APMs are considered by the Board and executive management to be particularly informative. The KPIs during the prior year were the adjusted revenue growth rate, adjusted operating profit, adjusted profit before tax, adjusted profit after tax and the net debt:EBITDA ratio. During the year, cash operating income (‘Cash OI’) was added as a new KPI. Cash OI is a performance metric used by DMGT to assess the cash generation of its businesses and has been added as a KPI due to the strategic importance of increasing the Group’s financial flexibility. It is calculated by adding back expenses for depreciation and amortisation not arising on business combinations, which are non-cash items, to adjusted operating profit and then deducting capital expenditure. The depreciation adjustment includes the charge resulting from cumulative capital expenditure on right of use assets, as well as depreciation of property, plant and equipment. Please see the table on page 3 and comments on pages 3 to 7 in respect of the revenue and profit KPIs. Please see the ‘Net debt and cash flow’ section on page 7 in respect of the net debt:EBITDA ratio. Cash OI decreased by 13% to £54m as per the table below. The dynamics were similar to those for adjusted operating profit, with growth in Events & Exhibitions and the benefit of reduced Corporate costs more than offset by decreases in Cash OI in Consumer Media and Property Information. Adjusted operating profit Depreciation Amortisation not arising on business combinations Capital expenditure Cash operating income Full Year 2023 £m 55 15 3 (19) 54 Full Year 2022 £m 59 16 4 (18) 62 Growth/ (contraction)4 (7)% (7)% (35)% +4% (13)% Amounts are rounded to the nearest million pounds. Consequently, totals may not equal the sum of the component integers. For footnotes, please see page 34. 8 Principal risks and uncertainties The principal risks are reviewed by DMGT’s Audit & Risk Committee (‘A&RC’) once a year and the Directors confirm that they have completed an assessment of the Group’s principal risks and reviewed the risk management processes. To support this, the A&RC has a rolling cycle throughout the year of deep-dive reviews of the principal risks and risk registers of the operating companies. An additional distinct process occurred during the year to identify and assess climate-related risks. For more information, please see the ‘Climate-related financial disclosures’ section on pages 12 to 18. Climate-related risks were considered by the operating companies and A&RC and, whilst there is not a stand-alone climate-related principal risk at the Group level, the climate-related risks identified are aligned with the principal risks, notably the risk of market disruption to print media and physical events. The Group’s risks are categorised as either strategic or operational. Strategic risks are linked to the Group’s strategic priorities and impact the whole Group. Operational risks are those arising from the execution of the business functions and typically impact one or more of the principal businesses. There have been no changes to the principal risks this year. Strategic risks Risk Market disruption Failure to anticipate and respond to market and migration may affect demand for DMGT’s products and services and its ability to achieve long-term growth. disruption successfully Success of new product launches and internal investments A lack of innovation or failure to evolve DMGT’s products and may services compromise their appeal. Some may fail to achieve customer acceptance and yield expected benefits which could result in lower-than-expected revenue and/or impairment losses. Mitigation examples • DMGT’s executive management, supported by operating company management the competitive landscape and technological developments. Regular dialogue and in-person meetings ensure proactive, co-ordinated responses. teams, monitor markets, • Analysis of the performance management dashboard for each operating company to highlight and react to early indicators of market disruption. • Executive management at the Consumer Media businesses monitor the ongoing shift from print to digital media and are investing in digital media. • Executive management at dmg events monitor the potential shift from physical to virtual events and are investing to continue to deliver market-leading events. • The culture of the Group encourages an entrepreneurial approach to identifying growth opportunities and new products. • A new innovation or business line is ringfenced, where required, to ensure it receives autonomous execution, dedicated talent, budget and undiluted management focus. • Significant investments are approved by DMGT’s Investment & Finance Committee and/or the Board. For footnotes, please see page 34. 9 Risk Portfolio management The Group’s performance could be compromised by portfolio changes not delivering expected benefits, deliver acquisition or operating targets, and/or delay or failure in divesting from non-core businesses at the right time. failure to and geopolitical Economic uncertainty Group performance could be adversely impacted by factors beyond its control, such as the in key conditions economic markets and sectors, including UK consumer spending, and political uncertainty. There is currently increased tension in the Middle East. Financial uncertainty capital performance, Group availability and/or liquidity could be by significant movements in interest rates, foreign currency exchange rates, commodity prices and general price levels. adversely impacted Talent DMGT’s ability to identify, attract, retain and develop the right people for senior and business- critical roles could impact the Group’s performance. Mitigation examples • DMGT’s executive management continue to evaluate the Group’s portfolio in order to optimise resource allocation according to portfolio roles, business opportunities and risk- adjusted execution. • Proactive, detailed divestment roadmaps, including seller due diligence and talent incentives/retention. • Detailed due diligence for potential acquisitions and close monitoring of post-acquisition performance. • DMGT executive membership of the boards of associates and investments. • The Group’s diverse and balanced portfolio of businesses and products reduces the overall impact of any single trend. • The Group’s portfolio of products and services continues to evolve, adjusting to circumstances, including climate change, as well as reducing reliance on carbon-focused sectors. • Cash flow and liquidity management scenarios are prepared to monitor and forecast the capital available to the Group, the Group’s liquidity and the possible cost of servicing the Group’s debt. • Analysis of detailed financial management information for each operating company to highlight and react to early indicators of movements in key financial rates and price levels. • Derivative financial instruments are used to manage exposures to fluctuations in foreign currency exchange rates and DMGT does not use derivative instruments other than to hedge and manage risks. interest rates. • DMGT’s executive management works with operating companies’ management, advising on critical skills to improve operational and commercial performance, including pricing and packaging strategies, go-to-market and sales execution and business case development and planning. • Local HR specialists focused on recruitment, critical skills talent identifying and developing planning, combined with central oversight of reward to ensure competitive compensation. internal For footnotes, please see page 34. 10 Operational risks Risk Information security breach or cyber attack An information security breach, including a failure to prevent or detect a malicious cyber attack, ransomware event, or failure in data protection, could cause reputational damage and financial loss. The and management of an incident would result in remediation costs and the diversion of management time. investigation A breach of data protection legislation could result in financial penalties for the affected business and potentially the Group. Business continuity event A disaster or other unexpected event, whether natural or man- made, could cause significant disruption. This could affect DMGT’s operating companies, customers, suppliers and/or end- markets. operations Reliance on key third parties Certain third parties are critical to the of DMGT’s businesses. A failure of one of the critical third parties may cause disruption to business operations, to impact deliver products and services and result in financial loss. the Group’s ability reputation of DMGT’s The businesses may be damaged by poor performance or a regulatory breach by critical third parties, particularly outsourced service providers. Mitigation examples • DMGT’s Quarterly Security Forum provides oversight of information security initiatives Group-wide. • The Chief Information Security Officer reviews and recommends actionable roadmaps to improve information security procedures and protections at each operating company and draws upon internal and external experts. • Group Information Security Policy and detailed information security standards with regular reviews reported to the Technology Council. Periodic reviews of the standards themselves are performed to ensure they keep pace with best practice. Insurance policies have been put in place for insurable losses. • • All operating companies have business continuity plans in place. The successful uninterrupted delivery of products and services over the past few years has demonstrated the effectiveness of these plans. • Technology capabilities continue to be enhanced to increase operating companies’ resilience if a business continuity event occurs. • The Group has insurance cover in place to help mitigate the financial impact of business continuity events. • Operational and financial due diligence is undertaken for key suppliers on an ongoing basis. • Close management of key supplier relationships including contracts, service levels and outputs. • Robust business continuity arrangements for the disruption to key third parties. • DMGT’s ownership of printing plants, whether directly or through the proposed joint venture, reduces the Consumer Media business’s reliance on third parties for producing newspapers. For more information on the proposed joint venture, please see the ‘Post balance sheet events’ section on page 32. For footnotes, please see page 34. 11 and laws operates Risk Compliance with regulations The Group across multiple jurisdictions and sectors. Increasing regulation increases the risk that the Group is not compliant with all applicable laws and regulations across all of the jurisdictions in which it operates, which could result in financial penalties reputational damage. and Mitigation examples • Changes in laws and regulations are monitored and potential impacts discussed with the relevant operating company representatives and escalated as appropriate. • Developments in the legal and regulatory landscape are • reviewed by DMGT’s Audit & Risk Committee. Implementation and monitoring of Group-wide policies to address new legislation and regulation where applicable (e.g. TCFD and sanctions compliance). • Monitoring and management of relevant risks is performed by DMGT’s Tax, Legal and Pensions sub-committees. Increasing regulation also results in increasing costs of compliance. Climate-related financial disclosures (‘CFD’) Climate change presents a risk to DMGT and its customers. Consequently, managing the risk from climate change and supporting progress towards a greener society is a key aspect of DMGT operating responsibly. Good progress has been made taking steps to reduce DMGT’s greenhouse gas (‘GHG’) emissions substantially in the future. Importantly, for the medium and long term, work is being undertaken to extend the range of sources of GHG emissions that are included in the Group’s calculations and disclosures. The Events & Exhibitions business and Landmark, DMGT’s largest Property Information business, have already made emission-reduction pledges and both businesses are developing their transition plans. The Consumer Media businesses, which generate the majority of the Group’s GHG emissions, are also working with KPMG to develop a plan to reduce emissions substantially. The finalisation of transition plans for Consumer Media, Events & Exhibitions and Landmark, will be major milestones towards the development of a transition plan for the Group as a whole. For more information, please see the ‘Energy and Carbon Reporting’ section of the Directors’ Report on pages 26 to 29. FY 2023 is the first year that the requirements of ‘The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022’, (‘CFD Regulations’), apply to DMGT. As set out below, DMGT has complied with the CFD Regulations. Governance Oversight by the Board and Audit & Risk Committee: The Board is responsible for overseeing climate- related issues. The A&RC considered the implications of CFD Regulations at its meetings in January, May, July, September and November 2023, as well as holding a CFD-specific meeting in March 2023. The A&RC provided updates to the Board, including in respect of CFD, at the February, May, July, September and November 2023 Board meetings. Management’s role: The management teams of each operating company are responsible for managing the impacts of climate change on their business, developing transition plans and for meeting reporting obligations. They are also responsible for communicating any potential significant impact on financial performance to DMGT’s Group Finance Director. DMGT’s Company Secretary is responsible for collating regular updates to the A&RC. For footnotes, please see page 34. 12 Risk management The Board is accountable for effective risk management, for agreeing the principal risks facing the Group, including emerging risks, and for ensuring they are managed successfully. For more information, please see ‘Principal risks and uncertainties’ on pages 9 to 12. DMGT’s holistic and comprehensive approach to assessing strategic and operating risks has considered climate-related issues for many years. To supplement the existing processes for identifying and managing principal risks, a specific process reflecting the CFD Regulations was implemented during the year, to identify climate-related risks. This helped to ensure a focused approach that took into consideration two different climate-change scenarios and the implications over specific time horizons. Identifying, assessing and managing climate-related risks and opportunities: A thorough process was conducted to ensure that appropriate consideration had been given to the possible implications of climate change for each of DMGT’s operating companies. The key stages of the process were as follows: - - DMGT worked with third-party experts from an environmental consultancy to identify two appropriate climate-change scenarios to consider. This included identifying planned and possible transition changes, as well as likely physical changes, that are particularly relevant to the sectors and locations in which DMGT’s operating companies operate. More information about the two scenarios is included below. In-depth workshops, facilitated by an environmental consultancy, were held and included key personnel from each operating company. These considered likely and possible changes under each scenario, of particular relevance to each company, over the short term (2026), medium term (2030) and long term (2050). The possible transition changes included government policy, regulatory requirements, technological advances, end markets, customer preferences and behaviour, supply chains, employee preferences and behaviour, and reputational considerations. Acute and chronic physical changes were also considered. The workshops identified possible risks and opportunities under each scenario and over each time horizon. The significance of each possible risk was then considered over each time horizon, by assessing the likelihood of the risk crystallising and, were it to do so, the severity of the resulting impact in the absence of any mitigation. - Factors and actions to help mitigate the likelihood of risks crystallising, and/or the impact of the resulting impact were they to do so, were identified. This process identified mitigating factors inherent within business models, mitigations already put in place and further planned mitigations. It also identified contingency plans for actions in the event of an increase in the likelihood of risks crystallising as well as in the event of risks actually crystallising. - The A&RC then reviewed the process for identifying and assessing climate-related risks as well as the resulting register of risks. The A&RC considered the significance of the risks to DMGT, on a stand-alone basis at the operating company level as well as when aggregated across the Group, and whether there were any omissions from the register. Following the in-depth scenario analysis and workshops, the most significant climate-related risks were incorporated into operating companies’ risk registers, in line with existing risk management processes. Although the scenario analysis and risk-identification process was thorough, DMGT recognises that there are potential wider climate-related impacts that are difficult to anticipate. For example, socio- economic and geopolitical movements directly linked to climate change, as well as other societal challenges that may be exacerbated by climate change. Scenario analysis: In order to identify the possible risks and opportunities that could result from climate change, including actions taken to reduce its severity, two climate-change scenarios were considered. They were selected as an extreme best case and worst case and thereby adequately consider all the alternative scenarios between. They were developed by experts from an environmental consultancy, based on the Representation Concentration Pathways (‘RCPs’) adopted by the Intergovernmental Panel on Climate Change (‘IPCC’). For footnotes, please see page 34. 13 1) The first scenario presents a best case, where governments, companies and individuals act quickly and are successful in reducing emissions and limiting climate change. The extensive actions taken result in a raft of transition factors as government policy, markets, technology, preferences and behaviours all change. As a result of these swift and effective actions, the chronic and acute physical impacts of climate change are relatively limited. This scenario is based on the IPCC’s RCP 2.6. It also incorporates the International Energy Agency’s Announced Pledges Scenarios (‘APS’). The scenario assumes that all aspirational targets announced by the UK government are met on time and in full, including the long-term target of net zero by 2050, energy access goals and other national pledges. The APS includes all recent major national announcements for 2030 targets and longer-term net zero targets in legislation or in updated Nationally Determined Contributions (‘NDCs’). The APS assumes that the UK fully implements the national targets to 2030 and 2050. RCP 2.6 assumes a global temperature increase, relative to pre-industrial levels, of around 1.5-1.8°C by 2100. 2) The second scenario presents the worst case and is based on the IPCC’s RCP 8.5 pathway, which assumes a global temperature increase, relative to pre-industrial levels, of around 4.3°C by 2100. Under this scenario, it is assumed that no carbon-reduction measures are taken and, consequently, there are no transition factors to consider. This scenario assumes severe impacts on ecosystems, increased frequency and intensity of extreme weather events, rising sea levels, and other extreme adverse physical effects of climate change. Climate-related risks The first table below gives an overview of the most significant climate-related risks identified and the assessment of the materiality of each risk over different timescales in the absence of any mitigation. The likelihood of the risk crystallising and the pre-mitigation impact if it were to do so are both considered when assessing materiality. The section underneath the tables below explains each of the risks as well as mitigations and their implications for the materiality of the risks. The climate-related risks identified are aligned with the principal risks, notably the risk of market disruption to print media and physical events. Risk Qualitative assessment of risk (pre mitigation) 2030 2050 2026 Advertisers avoid print media Readers avoid print media Reduced international travel Virtualisation of trade events Physical changes impact dmg events Reputational damage Prob.* Mid Low Low Low Low Low Imp.* High High Mid Low Low High Prob.* Mid Low Mid Low Low Low Imp.* Prob.* High High Mid High Low Mid Mid Mid Mid Low Low High Imp.* Low Low Mid Mid Mid High * ‘Prob.’ refers to the assessment of the probability or likelihood of the risk crystallising in the absence of any mitigation. ‘Imp.’ refers to the impact on DMGT in the absence of any mitigation. The table below shows the proportion of DMGT’s revenues derived from different sources and is included to inform potential exposure to the climate-related risks. Share of Group revenues Print advertising Print advertising and circulation Total advertising: print and digital Events For footnotes, please see page 34. Full Year 2022 13% 40% 31% 10% Full Year 2023 11% 36% 28% 16% 14 The proportion of revenues derived from print products is expected to decline over time. No targets have been set for specific shares of Group revenue. Advertisers avoid print media: There is a risk that as advertisers and advertising agencies aim to reduce the total emissions associated with their businesses, they reduce the proportion of their advertising budget that is allocated to print products relative to formats that are perceived to have a smaller carbon footprint, such as online and radio advertising. DMGT’s revenues from print advertising were £108m in the year. There is limited scope to reduce costs as print advertising revenues decrease and consequently a substantial reduction in print advertising revenues would be expected to also have a substantial impact on profits, subject to the timing and growth of digital advertising revenues. The print media sector is expected to continue to experience structural decline irrespective of climate change and consequently DMGT’s print media revenues are not expected to be material in the long term (2050). The Group’s media businesses, dmg media and Harmsworth Media, continue to take actions to reduce the emissions associated with print advertising in order to mitigate this risk. They are also working closely with advertising agencies to help them better understand the actual emissions from different types of advertising. Readers avoid print media: As more individuals take actions to reduce their personal carbon footprint, there is a risk that some will stop buying paid-for newspapers or reading free newspapers. This would adversely affect circulation revenues and, over time, print advertising revenues. DMGT’s circulation revenues, excluding print subscriptions, were £247m in the year. Although reductions in circulation volumes would result in some cost savings, the adverse impact on profits would be expected to be large if there was a substantial change in readers’ behaviour. The loyalty and demographic profile of the readership of the Group’s print brands is considered to reduce the likelihood of this risk crystallising relative to the likelihood of advertisers changing their budget allocations. There is limited scope to mitigate this risk other than a continued commitment to delivering compelling editorial content. The long-term implications of this risk are not considered material due to the ongoing decline of print media. Reduced international travel: Exhibitors’ and visitors’ willingness and ability to travel internationally are vital for the success of dmg events. DMGT’s revenues from Events & Exhibitions were £163m in the year. The financial performance of the business during the Covid-19 pandemic demonstrated that virtual events are not currently a viable alternative to physical exhibitions. A number of climate-related transition factors could reduce international travel. These include: a desire to reduce emissions, whether through personal choice or due to travel limits imposed by employers; increased cost of flying due to taxes and levies; and government restrictions on flights. The recovery, since the pandemic, of the Events & Exhibitions business’s revenues, profitability and attendance numbers demonstrate the continued strong demand from exhibitors and visitors. The physical events bring together suppliers and potential customers from across the relevant sector, providing them with opportunities and facilities to meet face-to-face. This provides an efficient format to meet counterparties from around the world in one location and, consequently, reduces the total amount of travel that would otherwise be necessary over the course of a year. The role that physical events can play in reducing total international travel is an important mitigating factor for this risk. An inherent assumption made, when assessing the likelihood that exhibitors and visitors will reduce their travel to events and exhibitions in the long term is low, is that there will be major emission- reducing technological advances in the aviation industry by 2050. Virtualisation of trade events: There is a risk that exhibitors and visitors develop a preference for virtual events relative to physical events. Climate-related factors that could reduce the demand for physical For footnotes, please see page 34. 15 events include: an increase in the number of events being disrupted or cancelled due to extreme weather; concerns about international travel as outlined above; and concerns about the use of resources in creating exhibitors’ stands. The experience of attending a face-to-face exhibition and associated conferences and social functions is currently considered far superior to that offered by a virtual alternative, as demonstrated by the recovery in physical events since the pandemic. On the supply side, the global desire to reduce emissions will be a catalyst for technological advances that improve the quality of virtual interactions. This could eventually result in the experience offered by virtual events becoming as compelling as that of physical events currently. The combination of the possible climate-related changes to both demand and supply presents a significant risk that events will be virtualised over time. Whilst this may present some opportunities for offering hybrid physical events combined with virtual elements, the net adverse financial impact on DMGT would be expected to be material. Physical changes impact dmg events: The adverse impacts of the physical effects of climate change are expected to increase as temperatures rise. Examples include: the frequent disruption or cancellation of events due to sandstorms, storms, wildfires and flooding deters exhibitors and visitors from returning; reductions in the available period each year for hosting events in particularly hot countries; and economic and political disruption in geographies where events are held, caused by elevated temperatures, droughts, other water shortages and acute weather. The dmg events business benefits from delivering a portfolio of shows that operate in a variety of geographies and in a range of sectors. This helps to reduce the reliance on any one event or geography. Also, the composition of the portfolio can be managed over time in response to this evolving risk. Reputational damage: A risk that is common across DMGT’s businesses, in the absence of any mitigating actions, is the substantial destruction of value that could occur in the event of their reputations being damaged. This could result if they are considered to be: taking insufficient action to reduce their emissions; failing to set emission-reduction targets; or missing their emission-reduction targets by a substantial margin. The perceptions of customers and employees are considered to be particularly important when assessing the impact of this risk, because of the implications for revenues, employee retention and recruitment. Specific elements of the revenue risk vary from business to business. For the Consumer Media businesses, a key factor to success is the opinion of advertisers. Advertising revenues across all formats were £275m in the year and, as described above, there is a high flow-through to profits. A failure to take adequate action could also adversely affect readers’ opinions of our media brands and both circulation and digital advertising revenues. Landmark, DMGT’s largest Property Information business, is considered a leader in its sector in targeting emission reductions as well as advising on environmental issues. Consequently, the adverse impact of a failure to take adequate action would be particularly significant for this business. For dmg events, there is a risk of reputational damage if the perception of the industry is tarnished. Physical events require extensive international travel and hotel stays by attendees as well as the erection of temporary exhibition stands. Other event operators have also made net-zero-carbon-event pledges but, ultimately, the risk is linked to the wider industry rather than just dmg events alone. DMGT’s Board and management teams understand the importance of reducing DMGT’s emissions and the actions being taken and commitments being made are considered key mitigating factors in reducing the likelihood of this risk crystallising. For more information, please see the ‘Energy and carbon reporting’ section on pages 26 to 29 and the ‘Key performance indicators’ section on page 8. Other climate-related risks: There are several other climate-related risks that have been identified and that the individual operating companies are monitoring and taking actions to mitigate. These are not considered sufficiently material to the Group to merit detailing separately but it is considered very likely For footnotes, please see page 34. 16 that some of them will crystallise in due course. Examples of risks that have been identified but which may or may not crystallise are: skill gaps due to global demand for AI expertise in climate-related technology sectors; increased costs for newsprint, energy, insurance and administration; and increased competition from new market entrants in the Property Information sector. Climate-related opportunities The changes that are likely to occur as governments, societies, companies and individuals act to combat climate change, are likely to result in opportunities for many of DMGT’s businesses. Two notable examples are: - Landmark and Trepp, the Property Information businesses, are particularly well placed to develop new products and services, providing data and analytical tools that deliver insights to customers. These could help potential buyers and lenders to understand the changing risk profile of properties and land as the importance of environmental ratings increases, flood defences are built, the frequency and severity of acute weather-related disasters increases, and more properties become vulnerable and uninsurable. - As described above, physical events provide an efficient format for participants to reduce their total annual international travel. As a provider of market-leading events for the sectors in which it operates, dmg events has an opportunity to benefit from the role it can play helping customers to reduce their total emissions by ensuring its events provide comprehensive opportunities for face- to-face interaction. Resilience review Following the identification of climate-related risks and opportunities under the two different climate- change scenarios described above, the resilience of the Group’s business model and strategy was reviewed and analysed. DMGT is a diversified portfolio, operating in a variety of sectors and geographies and applying a range of revenue models to monetise its products and services. For more information, please see the ‘Business model’ section on page 24. This diversification brings an inherent resilience and reduces the likelihood of any one impact being material to the Group as a whole. At an operating company level, the Events & Exhibitions business is considered most susceptible to the physical impacts of climate change whilst the Property Information businesses and the digital products within the Consumer Media portfolio are considered to be highly resilient. Although physical impacts could adversely affect Consumer Media print products in the future, the current migration of revenues from print to digital is expected to continue, reducing the materiality of this exposure to the Group as a whole. In a scenario where governments, companies and individuals act quickly and successfully to reduce emissions and limit climate change, there are a raft of possible transition factors to consider. The expectation is that the Property Information businesses are least likely to be adversely affected due to their existing business models and relatively limited environmental footprint. Transition factors could adversely affect customers’ demand for products and services, as well as the cost of providing them, particularly physical events and print products. The operating companies’ management teams will continue to monitor governments’ policies and customers’ preferences closely, as well as any physical impacts of climate change. The Group’s entrepreneurial culture encourages constant innovation and it is expected that the products and services offered will continue to evolve with the changing landscape of transition factors and physical impacts. For footnotes, please see page 34. 17 Strategy and action, metrics and targets The management teams of each operating company are responsible for identifying and implementing strategies that both create value and ensure value is protected by taking action to mitigate or adapt to the impacts of climate change. Enabling decision-making by the people closest to the issues, with the closest relationships to the stakeholders affected, provides agility, resilience and flexibility in planning. The management teams of the operating companies are overseen and supported by DMGT’s executive management team and, ultimately, overseen by the Board. Management teams are tasked with implementing mitigating actions where possible to help reduce the likelihood of risks crystallising and to minimise the adverse impact if they were to crystallise. Some of these mitigations are detailed above against the relevant climate-related risk. Similarly, management teams are encouraged to explore the opportunities presented and invest when appropriate. A major mitigating factor for print-related climate-related risks is that the proportion of revenues derived from print products is expected to transition to digital over time. A variety of metrics and, where appropriate, targets, are used to help monitor and mitigate climate- related risks. Different metrics and targets are used by, and set for, each operating company. Notable metrics include the advertising revenues and circulation volumes of print products; year-on-year variances in the attendance levels at events; event venue prices and availability; risk scores associated with event venues; and sentiment analysis of customers. For footnotes, please see page 34. 18 Section 172 statement The Directors of DMGT must act in accordance with a set of general duties outlined in Section 172 of the Companies Act 2006. The directors of a company must act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its stakeholders. In doing this, directors must have regard, amongst other matters, to: • • • • • • the likely consequences of any decision in the long term; the interests of the company’s employees; the need to foster the company’s business relationships with suppliers, customers and others; the impact of the company’s operations on the community and the environment; the desirability of the company maintaining a reputation for high standards of business conduct; and the need to act fairly as between members of the company. The likely consequences of any decision in the long term DMGT’s Board and executive management have a long-term perspective, consistent with the fourth generation of family ownership. Organic investment opportunities are prioritised and the Group takes a long-term approach to value creation. DMGT’s executive management meet at least once each month with the management teams of the operating companies to discuss performance, opportunities, risks and the implications of potential new developments. The Board and Group executive management team interact regularly. The Group executive management team attend Board and Committee meetings, joined by operating company leadership teams and subject matter experts, presenting and answering questions on specific matters. During the year, the key decisions made by the Board included: Business review The Board continued to review the Consumer Media businesses during the year. Matters considered included the impact on consumers of the increased cost of living, the long-term market conditions and the future outlook for business performance. It was decided that a restructuring of Consumer Media was necessary to reduce the operational cost base whilst also investing in US expansion to protect and enhance future revenue generation. Although the Board sought to ensure that employee roles were relocated where possible, unfortunately a number of redundancies were necessary. The Board also considered and approved a proposal to form a joint venture, combining the printing operations of DMGT’s Consumer Media businesses with those of News UK. The proposal, which is subject to consultation and regulatory approval, aims to establish a sustainable business model for the future of physical national newspapers in the UK by improving efficiency in the face of declining demand for physical formats. For more information, please see the ‘Post balance sheet events’ section on page 32. The Board also reviewed the outlook for Landmark, the Property Information business. This included scenario analysis and the stress-testing of assumptions about the future volumes of property transactions in the UK. It was decided that, in the context of the current and foreseeable market conditions, the business’s structure and cost base were appropriate. Dividend The Board considered the executive management team’s assessment of the outlook for DMGT’s performance when determining shareholder distributions. As well as business performance and outlook, proposed dividends were considered in the context of the macroeconomic environment, the strength of the Group’s balance sheet, maintaining a disciplined approach to capital allocation and the interests of other stakeholders. In May 2023, it was decided that an interim dividend for FY 2023 of 6.63 pence per share be approved to be paid in three equal instalments in July 2023, October 2023 and For footnotes, please see page 34. 19 January 2024. In November 2023, it was decided that a final dividend for FY 2023 of 2.50 pence per share be declared. The statutory accounts of Associated Newspapers Limited and Landmark Information Group Limited state the matters set out in Section 172 of the Companies Act that the Directors of each company had regard to. The interests of the company’s employees DMGT encourages curiosity and innovation amongst its people, and is built around a set of values that are common across its portfolio of operating companies. DMGT’s culture combines entrepreneurism, purpose, excellence and performance management. The Group fosters constant innovation, growth and talent development. Talented, motivated people are the key to DMGT’s success and the Group is committed to providing a working environment that allows people to reach their full potential. DMGT invests in its people, developing high-potential leaders. Leadership programmes, run at operating company level, are designed to equip talented people with stretching experiences to accelerate their development and realise their potential. DMGT’s employees have the chance to develop, doing meaningful and interesting work that will stretch them, taking advantage of all the opportunities that the Group’s portfolio of businesses can offer. DMGT’s people are supported by a wide range of tailored local learning, training and development programmes. During FY 2023, these courses focused on work skills, including creativity and innovation, problem solving, strategic thinking, strengthening stakeholder relationships, project management and decision making, as well as on specific technical skills. DMGT ensures job opportunities are open to internal candidates, with training and mentoring offered to support promotions and internal mobility. DMGT also offers work experience and professional development support to all its staff, including external training and qualifications, and the opportunity to apply for additional funding for these. For UK-based businesses, DMGT also provides an inclusive apprenticeship programme for new talent and existing employees, with development opportunities ranging up to MBA level. This is considered a highly effective and sustainable way to support the progression of more people in the business. There is a suite of policies designed to promote the health and wellbeing of DMGT’s employees, including a range of fitness and mindfulness programmes. During the year, there were numerous examples of programmes to support employee wellbeing and good mental health, including managing personal finances through the cost-of-living crisis, wellbeing workshops and medical support. DMGT supports its employees to maintain a work-life balance. Policies and guidance to enable this are in place across the Group, including special leave policies to support employees with various family circumstances, and an Employee Assistance Programme that offers a family care service. DMGT’s Equal Opportunities Policy is designed to comply with the Equality Act 2010 and the Equality and Human Rights Commission Employment Statutory Code of Practice, and to promote best practice. Managers must set an appropriate standard of behaviour, lead by example and ensure that those they manage adhere to this policy. This policy applies to all aspects of the employee relationship. All decisions must be based on merit. DMGT’s Human Resources Information System enables the monitoring of the levels of diversity in the Group’s business and the promotion of an inclusive culture. Diversity data including gender, ethnicity, race and disability is tracked across job levels and assessed against a number of key areas, including recruitment processes, attrition and promotions. Employees are regularly asked for their feedback on diversity and inclusion, supported with regular internal communications on a range of activities that promote a collaborative and inclusive culture. The DMGT Board places the highest importance on ensuring that all pension benefits are fully paid and responsibly funded. The DMGT Board and its representatives also work closely with the trustees of the Group’s defined benefit pension schemes to help provide financial security for many of DMGT’s former For footnotes, please see page 34. 20 and existing employees. During the year, due to extraordinarily high rates of inflation and the strong financial position of the schemes, the decision was taken to give members an additional one-time 5% increase in pension payments and deferment amounts on top of the existing minimum increase. The need to foster the company’s business relationships with suppliers, customers and others Each business across the Group seeks to invest in relationships with its market and audience. These relationships are considered vital to the long-term success of DMGT, nurturing mutual loyalty and informing future product development. Each business also works closely with its suppliers, establishing trusted long-term relationships and recognising the importance of reliability and quality, particularly to avoid disruption to supply chains. DMGT’s largest UK-based operating company, Associated Newspapers Limited, has published its payment practices data, confirming that over 95% of their suppliers’ invoices were paid within 60 days during FY 2023, consistent with The Payment Practices Code. The impact of the company’s operations on the community and the environment DMGT supports and encourages purpose within the communities that DMGT’s operating companies serve, through a range of local partnerships within them and Group-wide programmes, such as the Champions Awards. It is important to support operating companies’ local communities as it allows DMGT’s employees to choose a cause close to their heart. More information about DMGT’s involvement with its communities, including Group-wide community initiatives, can be found on the company’s website (www.dmgt.com). Group charitable donations during the year were £0.4m (FY 2022 £0.9m). The Mail titles have a long and proud history of galvanising their readers, whether it be planting trees, collecting litter, reducing the amount of plastic in the ocean or encouraging donations to the Mail Force Charity. This charity has funded programmes to provide protective equipment to medical staff, as well as laptops to children, during the Covid pandemic and, more recently, to provide support to Ukrainian refugees. DMGT recognises its responsibility to consider the impact on the environment of its direct operations, as well as the indirect impact through its supply chain. The majority of energy utilisation and greenhouse gas emissions are due to Consumer Media’s print and distribution operations, as well as office premises. DMGT is committed to comprehensive and transparent reporting of the Group’s environmental performance and is working with suppliers to enhance transparency, data quality and to develop transition plans. For more information, please see the ‘Energy and carbon reporting’ section on pages 26 to 29. The desirability of the company maintaining a reputation for high standards of business conduct DMGT is a responsible business that adheres to strong ethical standards with a clear, robust Code of Conduct. DMGT requires responsible business practice and responds to the needs of its stakeholders in several ways by: • promoting strong governance and leadership which encourages responsible business attitudes and actions across the Group; • maintaining its Code of Conduct, internal governance guide and supporting Group policies and standards; • ensuring DMGT employees understand key legal and reputational issues through in-person training and e-learning; • operating effective risk management and internal controls; • encouraging business-level participation in corporate responsibility (‘CR’) and community support; and • committing to editorial independence and the Editors’ Code of Practice to deliver high-quality journalism. For footnotes, please see page 34. 21 DMGT’s policies, as well as the Code of Conduct, safeguard the integrity of its business as well as the welfare of its employees. For more information, please see the ‘Code of Conduct and Group policies’ section on page 24. The need to act fairly as between members of the company During FY 2022, Rothermere Continuation Limited (‘RCL’) acquired all of the shares in DMGT that it did not already own and is consequently DMGT’s sole shareholder. For footnotes, please see page 34. 22 Non-financial and sustainability information statement DMGT aims to comply with the non-financial and sustainability reporting requirements in sections 414CA and 414CB of the Companies Act 2006. The table below, including the information it refers to, is intended to help stakeholders understand DMGT’s position on key non-financial and sustainability matters. Reporting requirement Environmental matters Policies and standards which govern DMGT’s approach • Environment Policy • Carbon footprint Climate-related financial disclosures Company’s employees Social matters Respect for human rights Anti-corruption bribery matters and anti- A description of the business model • Companies Act requirements • Code of Conduct • Equal Opportunities Policy • Health and Safety Policy • Whistleblowing Policy • Code of Conduct • Modern Slavery Statement • Privacy Policy • Information Security Policy • Anti-Bribery and Corruption Policy • Code of Conduct • Tax Policy Risk management and additional information • Energy and carbon reporting (pages 26 to 29) • Climate-related financial disclosures (pages 12 to 18) • Climate-related financial • Section disclosures (pages 12 to 18) 172 (pages 19 to 22) statement • Directors’ Report (pages 25 to 33) • Section 172 (pages 19 to 22) 172 (pages 19 to 22) • Section statement statement • Section 172 (pages 19 to 22) statement • Business model (page 24) • Strategy (page 4) • Section statement 172 (pages 19 to 22) Policy embedding, diligence and outcomes due • Code of conduct and Group policies (page 24) • Principal and uncertainties (pages 9 to 12) financial • Climate-related risks • Section disclosures (pages 12 to 18) 172 (pages 19 to 22) statement • Principal and uncertainties (pages 9 to 12) financial • Climate-related risks disclosures (pages 12 to 18) Description of principal risks and impact of business activity For footnotes, please see page 34. 23 Business model DMGT’s market-leading businesses deliver products and solutions with engaging content. The Group provides consumers and businesses with compelling information, analysis, insight, events, news and entertainment. This is monetised through five revenue models: subscriptions, notably in the US Property Information business and within Consumer Media; circulation from sales of the paid-for newspapers; advertising in the Consumer Media products; events attendance and sponsorship revenues, notably exhibitor fees; and revenues dependent on transaction volumes, notably of UK properties. DMGT draws on its culture, values, talent, technology and customer and supplier relationships in order to create, deliver and monetise its products and solutions. Code of Conduct and Group policies DMGT’s Code of Conduct includes standards for equal opportunities, anti-bribery, conflicts of interest and fair competition, among other topics. It also contains clear guidance regarding equality, diversity and inclusion. Many of the topics in the Code of Conduct are supported by detailed policies and procedures for DMGT’s employees. In addition, stand-alone policies regarding equal opportunities, entertainment and gifts, information security, data protection and privacy, and health and safety, apply to DMGT employees. These policies, as well as the Code of Conduct, safeguard the welfare of DMGT’s employees and the integrity of its business. All DMGT policies are available for employees to access on a Group-wide Policy Microsite. Where appropriate, certain policies are also housed on the DMGT website, www.dmgt.com, along with the Code of Conduct. There is a rolling review programme to update DMGT policies and deliver continuous compulsory training to reinforce compliance. Employees who have concerns regarding criminal activity, gross misconduct and/or a breach of the Code of Conduct or supporting policies have a duty to report such activity. Any concerns raised are reported upwards to management, to DMGT executive management and/or to the Board as appropriate. DMGT also operates a confidential ‘Speak Up’ facility to encourage such reports where an employee feels unable to discuss a matter internally. The Speak Up facility is actively promoted to employees and managed externally by a specialist third party. For and on behalf of the Board of Directors The Viscount Rothermere Chairman 28 November 2023 For footnotes, please see page 34. 24 Directors’ Report Directors The directors of the Company who were in office during the year and up to the date of signing the financial statements, unless otherwise stated, were: The Viscount Rothermere K J Beatty T G Collier D Hopfen (appointed 12 July 2023) A H Lane D H Nelson K A H Parry OBE JP Rangaswami Sir William G Touche Bt. (appointed 12 July 2023) F Wallestam No director had any material transactions with the Group other than those set out in Note 42 of the Notes to the Accounts. DMGT has entered into qualifying third-party indemnity arrangements for the benefit of all of its directors, which were in force during the financial year and at the approval date of the financial statements. Ownership Daily Mail and General Trust plc is a public limited company incorporated in England. The Company has two classes of shares: Ordinary Shares, which have voting rights; and Ordinary A Shares (‘A Shares’), which do not have voting rights. Rothermere Continuation Limited (‘RCL’) owned all of the Ordinary Shares and all of the A Shares throughout the year. RCL is incorporated in Jersey, in the Channel Islands, and is controlled by a discretionary trust (‘the Trust’) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust is the ultimate controlling party of DMGT. Both RCL and the Trust are administered in Jersey. RCL and its directors, and the Trust are related parties to the Company. Dividends As per Note 12 of the Notes to the Accounts, DMGT declared dividends in FY 2023 totalling £29m, including a £5m interim dividend for FY 2022, a £9m final dividend for FY 2022 and a £15m interim dividend for FY 2023. This compared to a total of £1,466m declared in FY 2022, including a £1,310m cash special dividend and £110m of Cazoo shares distributed in specie. The Board is recommending the payment on DMGT’s issued Ordinary Shares and A Ordinary Non- Voting Shares of a final dividend in respect of FY 2023 of 2.50 pence per share, equivalent to £6m. Employee engagement One of the challenges of a geographically diverse organisation is ensuring that the Board and executive management can communicate effectively with all employees. DMGT continues to enhance employee collaboration by using platforms such as instant messaging, video conferencing, a Group-wide microsite to share policies and information, and holding regular ‘Town Hall’ meetings, whether virtually or in-person. The Board recognises the importance of the contribution made by DMGT’s people. Engagement with employees helps to attract, build and retain a high calibre of talent. Board Directors engage with employees through a number of methods, including: For footnotes, please see page 34. 25 • attending operating company Town Halls; • attending the annual Community Champions Awards ceremonies; • advising employees on specific topics at workshops; • providing insights into Environmental, Social and Governance (‘ESG’) topics at the Environmental Compliance catchup meetings; • new Directors, Donata Hopfen and William Touche, had a comprehensive induction programme that included meetings with a number of employees as well as touring the offices of dmg media, Harmsworth Media, dmg events UK, Trepp UK and DMGT’s Head Office. Engagement with other stakeholders For information about engagement with customers, suppliers and others in a business relationship with the company, please see the Section 172 statement on pages 19 to 22. Energy and carbon reporting DMGT has a long-standing commitment to evaluating and managing its environmental impact and has measured and reported on its greenhouse gas (‘GHG’) emissions since 2007. Substantial progress has been made over the past 16 years as absolute Scopes 1 and 2 emissions have been reduced by 91% from 62,000 tCO2e in FY 2007 to 5,800 tCO2e in FY 2023 and the intensity of Scopes 1 and 2 emissions has reduced by 83% from 34.7 tCO2e per million pounds of revenue (tCO2e/£m) in FY 2007 to 5.8 tCO2e/£m in FY 2023. Absolute Scopes 1 and 2 emissions and their intensity over the period are shown in the graph below. For the purposes of this report, the sources of Scopes 1 and 2 emissions included in DMGT’s footprint were: • Scope 1 (direct emissions): combustion of natural gas for heating purposes and printing activities, use of diesel and gasoline in DMGT’s fleet and printing sites. • Scope 2 (indirect emissions from the generation of purchased energy): production of electricity imported from the grid and consumed by DMGT’s operating companies globally. As a minimum, DMGT’s operating companies are required to comply with current regulations of the country that they operate in and to take steps to prepare for future legislative requirements. However, operating companies are expected to go beyond legislative requirements and further mitigate against the negative impacts from their activities wherever possible. DMGT’s most significant environmental impact comes from the printing facilities in its Consumer Media business. DMGT is committed to comprehensive and transparent reporting of its environmental performance. The baseline year for DMGT’s carbon emissions is 2019 and the Group uses an operational control consolidation approach. The data supporting the carbon footprint is collated and independently reviewed by an environmental consultancy. The results of the footprint have not been audited by a third-party assurance company. For footnotes, please see page 34. 26 - 10.0 20.0 30.0 - 10,000 20,000 30,000 40,000 50,000 60,000 70,000FY07FY08FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22FY23Line:Emissions intensity (tCO2e / £m)Bars:Absolute emissions (tCO2e)Scopes 1 and 2:absolute emissions and emissions intensity The footprint is developed in accordance with the GHG Protocol Corporate Accounting and Reporting Standards, and the methodology is also in line with HMG Environmental Reporting Guidelines. Emission factors used are predominantly sourced from the UK government’s GHG reporting conversion factors 2023. Other data sources are used for the emissions factors for the electricity consumed in non- UK operations. This report is in alignment with the requirements of the Streamlined Energy & Carbon Reporting (‘SECR’) regulation for UK businesses. In addition to its Scopes 1 and 2 emissions, DMGT has historically chosen to also monitor and report on some indirect emissions that result from its business activities, known as Scope 3 emissions. The calculation of Scope 3 emissions during FY 2023 includes the outsourced delivery of newspapers and air travel for business purposes, consistent with the basis in prior years. DMGT recognises, however, that there are many more sources of Scope 3 emissions across the full value chain of its businesses’ activities. The Group and its operating companies are currently in the process of identifying and quantifying these additional Scope 3 emissions and consequently the full range of Scope 3 emissions is not included in this report. The current expectation is that the calculation of Scope 3 emissions in FY 2024 will include a far more comprehensive range of sources, such as materials used in print products and the third-party hosting of digital products, resulting in the reporting of a substantially larger total. It is also expected that to provide meaningful context, the historic comparative figures will be recalculated, including the use of estimates, to include the same sources of Scope 3 emissions as in the FY 2024 calculation. Transition plans to reduce emissions are currently being developed with the help of external consultancies. These plans are intended to take a comprehensive approach, including the additional sources of Scope 3 emissions that have not been reported previously. DMGT’s FY 2023 carbon footprint, which covers the period from 1 October 2022 to 30 September 2023, totalled 13,900 tCO2e, including the limited sources of Scope 3 emissions described above. Emissions from UK operations amounted to 12,300 tCO2e, accounting for 88% of global emissions. The table below shows the footprint and energy use for FY 2023, by scope. For the purposes of comparability, the FY 2021 and FY 2022 figures have been restated to be consistent with the businesses and operations in the portfolio during FY 2023, notably the addition of Yopa. (in consumption Gross GHG emissions tCO2e) Scope 1 Scope 2 Scope 3 Scopes 1+2+3 Energy MWh) Scope 1 Scope 2 Scopes 1+2 GHG emissions intensity (in tCO2e/£m) Scopes 1+2 Scopes 1+2+3 (in FY 2023 FY 2022 FY 2021 Global* 900 4,900 8,100 13,900 UK only 900 4,300 7,100 12,300 Global* 1,400 6,500 6,700 14,600 UK only 1,400 5,900 6,000 13,300 Global* 1,000 6,700 6,300 14,000 UK only 1,000 6,100 6,200 13,200** FY 2023 FY 2022 FY 2021 Global* 4,900 22,300 27,200 UK only 4,900 20,700 25,600 Global* 7,400 32,100 39,500 UK only 7,400 30,500 37,900 Global* 5,500 30,300 35,800 UK only 5,100 28,700 33,800 FY 2023 FY 2022 FY 2021 Global* 5.8 13.9 UK only 6.6 15.7 Global* 8.1 15.0 UK only 8.9 16.2 Global* 8.7 15.8 UK only 9.1 17.0 * Global figures include the UK ** All figures are rounded to the nearest hundred tCO2e. Consequently, totals may not appear to agree to the sum of the components. There was a decrease in DMGT’s energy consumption and Scope 1 and 2 emissions in the year compared to FY 2022. The reduction in scope 2 emissions was achieved despite a 7% increase in the CO2e factor for UK electricity, as set by the UK’s Department for Business, Energy & Industrial Strategy. Gross GHG emissions from Scopes 1 and 2 reduced by 27% in comparison to FY 2022, whilst the intensity of Scopes 1 and 2 GHG emissions reduced by 28% to 5.8 tCO2e per million pounds of revenue. Early in the financial For footnotes, please see page 34. 27 year, the Group’s largest office, Northcliffe House in London, was vacated in order to be refurbished. A substantial portion of Northcliffe House was sub-let to other tenants whereas the temporary offices are less than half the size of Northcliffe House. Consequently, energy consumption and associated emissions in FY 2023 were significantly lower than previous years. The reductions in emissions were also partly due to the closure of the Portsmouth printing plant in July 2022. During FY 2023, the Consumer Media business made changes at its Dinnington printing plant to reduce emissions. These included improved insulation and temperature management systems, to reduce gas consumption, as well as the installation of LED lighting systems and a more energy efficient vacuum system used in the newspaper distribution process, to reduce electricity consumption. A more energy- efficient air conditioning system was installed in the main office of Landmark, the UK-based Property Information business, during the year and new LED lighting was installed in Landmark’s main office as well as smaller offices. The Events & Exhibitions business not only took steps to reduce its own footprint, including undertaking show-specific audits of emissions, but has developed content and launched exhibitions to assist the energy sector to decarbonise and to transition to renewables. Carbon Capture Canada was held in September 2023 and the Global Energy Transition Congress and Exhibition is scheduled to be held in Milan in July 2024, whilst the Canadian Hydrogen Convention held in April 2023 was the first major exhibition and conference in North America to be fuelled by hydrogen. DMGT aims to reduce its impact on the environment and energy consumption across its offices and printing facilities through implementing operational efficiency enhancements and building modifications. The Group also recognises the environmental benefit of refurbishing properties to avoid new construction and Northcliffe House, which is being refurbished currently, is targeted to be rated as ‘outstanding’ by the Building Research Establishment Environmental Assessment Methodology (‘BREEAM’). During the year, progress was made identifying software systems to support operating companies’ emissions calculations and manage their journeys towards substantial reductions in emissions. Similarly, to help improve the quality and granularity of emissions data and develop the planning and delivery of reductions in emissions, KPMG is providing advice and support to the Consumer Media businesses and employee roles have been added within Property Information and Events & Exhibitions. The Consumer Media businesses are working closely with the UK’s Advertising Association and major customers to improve understanding of the environmental impact of advertising and how this varies across different print and digital products. Following a global review and targeted reduction in the number of programmatic auction partners that the businesses work with, the carbon emissions associated with programmatic advertising on websites and apps have been reduced. The Consumer Media businesses, with support from KPMG, are in the process of increasing the range of sources of Scope 3 emissions that are monitored and will be reported on for FY 2024, to provide comprehensive coverage, and are also working with KPMG to develop a plan to reduce emissions substantially. As Consumer Media accounts for the majority of the Group’s emissions, the enhanced visibility and plan are expected to be major steps towards DMGT delivering further significant reductions in its emissions over time. Also, by providing expert coverage of climate change and possible ways of reducing and mitigating future GHG emissions, DMGT’s New Scientist publication has an important role to play in the education of others. Landmark, DMGT’s largest Property Information business, has signed the UK environmental industry’s ‘Pledge to Net Zero’, a partner of the United Nations’ ‘Race to Zero’ campaign. The pledge recognises the need for those in the environmental sector to demonstrate leadership and take strong actions to mitigate the most significant impacts of climate change. Landmark has published interim targets and is currently formulating its transition plan to reduce Scope 1 and 2 emissions, relative to its 2019 baseline, by 90% by 2030 and to reduce Scope 3 emissions by 42% by 2030 and by 90% by 2050. As a For footnotes, please see page 34. 28 major provider of environmental information about UK properties, the business has an important role to play publishing research and providing thought-leadership on practical steps to delivering a net zero carbon economy. The Events & Exhibitions business, dmg events, has signed the ‘Net Zero Carbon Events’ pledge, administered by Joint Meetings Industry Council (‘JMIC’), the body that represents the combined interests of major international Meetings Industry associations. The pledge commits dmg events to delivering a net zero organisation by 2050 and to halving its carbon emissions by 2030. Good progress was made during the year building the strategy and transition plan to deliver on this pledge and the roadmap is scheduled to be published in December 2023. The selection of dmg events by the UAE government as the organiser of the Blue Zone for the COP 28 conference is also testament to the business’s commitment to reducing emissions. As well as focussing on GHG emissions, further steps were taken to reduce the overall environmental impact of DMGT’s products and operations. Notable examples include the development of sustainable stands for exhibitors to use at dmg events’ major shows and the use of compostable wrap for New Scientist magazines. Reducing the Group’s emissions on a like-for-like basis and delivering on its environmental commitments is considered to be particularly important and a failure to do so could have substantial adverse consequences. For more information, please see the ‘Climate-related financial disclosures’ section on pages 12 to 18. Financial risk management The Group is exposed to credit, interest rate and currency risks arising in the normal course of business. Derivative financial instruments are used to manage exposures to fluctuations in foreign currency exchange rates and interest rates but are not employed for speculative purposes. Financial uncertainty remains one of DMGT’s principal risks. Please see the ‘Principal risks and uncertainties’ section on pages 9 to 12 for more information. Note 32 of the Notes to the Accounts sets out the Group’s approach to managing financial risk and explains the financial instruments that are used. Going concern A description of the Group’s business activities, financial position, cash flows, liquidity position, committed facilities and borrowing position, together with the factors likely to affect its future development and performance, is set out in the Strategic Report and in the Notes to the Accounts. The Directors’ assessment of the Group and Company’s ability to continue as going concerns includes consideration of cash flow forecasts for the Group and the committed borrowing and debt facilities of the Group which were in place as at 30 September 2023. These forecasts include consideration of future trading performance, working capital requirements and the wider economy and included the modelling of a number of downside scenarios. Taking account of the downside scenarios, the cash position and existing committed facilities, the Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the Annual Report as they have a reasonable expectation that the Group and Company have adequate resources for a period of at least 12 months from the date of approval of these accounts to 31 December 2024. Corporate governance Strong and rigorous governance is essential to the way DMGT operates. It is promoted by the Board and cascades throughout the Group. It is a key factor in DMGT’s ability to achieve growth in a profitable, responsible and sustainable manner. For footnotes, please see page 34. 29 DMGT’s governance framework sets out clear parameters for decision-making. This is achieved through delegated authorities, together with clear policies and standards, which ensure decisions are made by the appropriate body and that there is clear accountability to the DMGT Board. Day-to-day management of DMGT is the responsibility of DMGT’s own executive management team and of the executive management of the operating companies. The Board Committees include the Investment & Finance Committee (‘I&FC’), the Remuneration & Nominations Committee (‘R&NC’) and the Audit & Risk Committee (‘A&RC’). The I&FC evaluates the benefits and risks of investment opportunities and financing proposals up to a value threshold. The I&FC provides regular updates to the Board including monitoring returns on investments made and progress against agreed targets. There are also Legal, Pensions and Tax sub- committees of the I&FC. The R&NC plays a key role in ensuring that DMGT attracts and retains talented people. Long-term incentive awards are an important part of the remuneration packages of managers, consistent with DMGT’s long-term approach to value creation. The A&RC encourages and seeks to safeguard high standards of integrity and conduct in financial reporting and internal control. It also reviews significant business risks to the Group, including financial risk, operational risk and compliance risk. The A&RC oversees the Group’s assessment of climate-related risks and opportunities. DMGT operates a ‘three lines of defence’ model. The first line is that each operating company is responsible for ensuring that they have established a robust financial reporting process and an appropriate level of internal control and risk systems. The second line is that DMGT’s executive management review the completeness and accuracy of financial reporting, risk assessments and reporting, as well as the adequacy of internal controls and risk mitigation plans. Executive management are supported by appropriate functional teams, including finance, information technology, legal, insurance and tax. The third line is that the Group Assurance function provides independent and objective assurance on the robustness of the financial reporting process, the effectiveness of internal controls and the risk management framework. The Group Assurance function undertakes an agreed programme of internal independent assurance reviews. The function sources external expertise as required. Group Assurance seeks to comply with relevant professional standards, notably those issued by the Chartered Institute of Internal Auditors, and to ensure independence from management, the Group Assurance Director reports directly to the chairman of the A&RC. The A&RC also meets regularly and separately with the External Auditor, Group Assurance Director, Group Finance Director and Company Secretary, without other executive management being present, to help ensure the adequacy and robustness of the financial reporting process. The A&RC as a whole has competence relevant to the sectors in which DMGT operates, as well as in financial instruments and property transactions, providing an effective level of challenge to management. Kevin Parry, A&RC Chairman, is a former senior audit partner, a former chief financial officer and has extensive experience as an audit committee chairman. David Nelson, A&RC member, is a partner of an accounting practice. William Touche, A&RC member, is a former senior partner and vice chair of Deloitte LLP, where he specialised in the TMT and consumer sectors. All three are designated as financial experts with competence in accounting and auditing. Wates Principles DMGT applied each of the six Wates Corporate Governance Principles for Large Private Companies (the ‘Wates Principles’) throughout the year, as set out below. Purpose and leadership: DMGT aims to generate long-term sustainable value by delivering excellent products and services to its customers. For information about the Group’s business model and value drivers, please see page 24. For information about DMGT’s strategy, please see the ‘Strategy and outlook’ section on page 4. For information about the importance of DMGT’s culture and engagement with employees, as well as other stakeholders, please see the ‘Employee engagement’ section on pages 25 and 26 and the Section 172 statement on pages 19 to 22. For footnotes, please see page 34. 30 Board composition: The Board was strengthened during the year by the appointment of two new independent non-executive directors in July 2023. Donata Hopfen brings extensive experience in the field of digital-media strategy and has held various senior management, CEO and supervisory board positions at Axel Springer, BILD, Modern Times Group and Deutsche Football Liga. William Touche is a former Senior Partner and Vice Chair at Deloitte LLP where he specialised in the TMT and consumer sectors. He led Deloitte’s global boardroom program and UK Deloitte Academy and is an advisor to several development-stage technology companies. DMGT considers diversity in its broadest sense when reviewing the Board’s composition. The directors represent a range of relevant backgrounds, including media, data science, software and digital content. Maintaining this broad range of appropriate skills, including specific-sector experience, will continue to be a factor in Board succession planning. The Board is chaired by Lord Rothermere, who was also CEO for the first half of FY 2023. Consistent with the recommendations of the Wates Principles, consideration was given to the separation of the roles of Chairman and CEO. Tim Collier was appointed DMGT CEO on 14 March 2023. Tim played a key role transforming DMGT as Chief Financial Officer in the five years from May 2017 to April 2022 and, more recently, as a non-executive director. The Board’s five independent non-executive directors play a vital role in ensuring balanced decision- making and offering constructive challenge. The A&RC reviews its effectiveness annually, including a questionnaire completed by Committee members, and the review confirmed that the Committee is effective at meeting its objectives and the needs of the Group. Director responsibilities: The Board continues to maintain corporate governance practices that provide clear lines of accountability and responsibility to support effective decision-making. The practices were reviewed by the Chairman and Company Secretary during the year to ensure that they remain fit for purpose. As explained above, the Board continues to make use of committees, the A&RC, I&FC and R&NC. These committees facilitate the consideration of specific matters, such as financial reporting, risk, investments and remuneration, by individual members with appropriate skills and experience. Committees draw on the expertise of third parties to inform their decision making and the membership of independent non-executive directors helps to ensure that there is constructive challenge during the decision-making process. Extensive and robust internal processes are in place to help ensure the integrity of the information provided to the Board and its committees. The adequacy and effectiveness of these processes is reviewed regularly. For more information, please see the Section 172 statement on pages 19 to 22 and the explanation of the ‘three lines of defence’ model above, in respect of financial reporting and risk management. Opportunity and risk: DMGT has a long-standing track record for creating and sustaining value for the long-term. This has been achieved through disciplined and opportunistic investment within acceptable risk parameters. DMGT’s culture encourages innovation and entrepreneurism and the I&FC dedicates a substantial proportion of its efforts to deciding where best to allocate the Group’s available capital. The Group has robust processes and control systems in place to identify and manage risk, with clearly defined responsibilities and oversight from the A&RC, as explained above. For more information on the key risks that DMGT faces, please see the ‘Principal risks and uncertainties’ section on pages 9 to 12. For more information on climate-related risks and opportunities, please see the ‘Climate-related financial disclosures’ section on pages 12 to 18. For more information on investment and the importance of DMGT’s culture, values and stakeholders to value creation, please see the Section 172 statement on pages 19 to 22. Remuneration: The Board’s R&NC aims to structure remuneration packages which attract, motivate and retain talent, drive the right behaviours and pay at competitive market rates. The R&NC considers that For footnotes, please see page 34. 31 a successful remuneration policy needs to be sufficiently flexible to take account of commercial demands and changing market practices whilst encouraging long-term sustainable value creation. The R&NC sets and structures remuneration for directors and senior management directly. It also delegates authority for setting and structuring remuneration of less senior employees within clearly defined parameters and authorisation limits. The R&NC regularly reviews remuneration structures to ensure they are aligned to the relevant business’s strategy and the Group’s strategy. Effective accountability to shareholders is achieved by Lord Rothermere chairing the R&NC. Stakeholder relationships and engagement: As explained in the ‘Strategy’ section on page 4, strong and effective stakeholder relationships are key to DMGT’s future success. In particular, DMGT’s future is dependent on the Group’s talented employees delivering excellent products and services to its customers. For more information on relationships and engagement with stakeholders, please see the Section 172 statement on pages 19 to 22 and the ‘Employee engagement’ section on pages 25 and 26. Post balance sheet events As per Note 43 of the Notes to the Accounts, the only significant event between the balance sheet date and date of approval of these financial statements, other than relatively minor acquisitions and disposals, was the proposal of a joint venture. The proposed joint venture, which is subject to consultation, would combine the newspaper printing operations of dmg media and News UK in Great Britain. The proposal is to retain Newsprinters’ three current sites in Broxbourne, Knowsley and Eurocentral and to close dmg media’s Thurrock and Dinnington sites. The proposal would help to improve the efficiency of print operations and establish a sustainable business model for the future of national newspaper printing in the UK. The joint venture would operate independently, with its own senior leadership team. dmg media will retain ownership of the Carn print site in Northern Ireland, which is unaffected by the proposal and will operate as normal. Both dmg media and News UK are engaging with the relevant regulatory authorities, including the Competition and Markets Authority. Until these regulatory processes are complete, the dmg media printing business and News UK’s Newsprinters remain separate and independent and will continue to do so. The proposal is limited to printing operations and does not represent closer working between News UK and dmg media on media, editorial or commercial activity. Statement of Directors’ responsibilities 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. Under that law the directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law, 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 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 international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements; For footnotes, please see page 34. 32 • 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 responsible for safeguarding the assets of the Group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and 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 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 Each of the directors, whose names and functions are listed in this Directors’ Report confirm that, to the best of their knowledge: • • • the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group; the company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the company; and the Strategic 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’s 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’s and company’s auditors are aware of that information. For and on behalf of the Board of Directors The Viscount Rothermere Chairman 28 November 2023 For footnotes, please see page 34. 33 Notes to the Strategic Report and Directors’ Report The Strategic Report and Directors’ Report include footnotes in respect of ‘Statutory’, ‘Adjusted’ and ‘Pro forma net debt’. These are explained below. The numbering corresponds to that used in both the Strategic Report and Directors’ Report. 1 The statutory results are audited IFRS, as adopted by the UK, figures before any adjustments. Statutory revenue, operating profit and profit before tax figures are for continuing operations only and exclude discontinued operations, namely the Insurance Risk segment that was disposed of in September 2021 and the Energy Information segment that was disposed of in November 2019. 2 The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, pension finance credits, the cost of foreign exchange options relating to the December 2021 cash special dividend and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 35 to 38. 3 The actual net debt position as at 30 September 2023 was £114m including £28m of lease liabilities in respect of the adoption of IFRS 16, the lease accounting standard. The lease liabilities largely reflect the future operating costs of renting office space and are not considered a component of net debt when the Board reviews the Group’s available capital. Consequently, they are excluded from pro forma net debt. The pro forma net debt and pro forma net debt:EBITDA ratio as at 30 September 2023 were £86m and 1.1x respectively. For bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis, excluding IFRS 16 lease liabilities, consistent with DMGT’s pro forma net debt. The pro forma net debt of £86m includes gross cash of £71m, £146m of bond debt and £11m net debt in respect of loan notes, derivatives and collateral. Gross cash includes cash, cash equivalents and short- term deposits, net of overdrafts. 4 Growth/(contraction) percentages are calculated on actual numbers to one decimal place. The average £:US$ exchange rate for the year was £1:$1.23 (FY 2022 £1:$1.28). The closing rate as at 30 September 2023 was $1.22, compared to $1.12 as at 30 September 2022. 34 Adjusted results; statutory profit before tax (‘PBT’) reconciliation to adjusted PBT The Board and management team use adjusted results, rather than statutory results, as the primary basis for providing insight into the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results exclude certain items which, if included, could distort the understanding of the comparative performance of the business during the year. The tables on pages 37 and 38 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both FY 2023 and FY 2022. The explanation for each type of adjustment is as follows: 1) Exceptional operating costs: businesses occasionally incur exceptional costs, including severance and consultancy fees, in respect of a reorganisation that is incremental to normal operations. These are excluded from adjusted results. A materiality threshold of £3m (FY 2022 £5m) has been set for exceptional items unless there was continuation of an activity previously disclosed as exceptional. During FY 2023, a past service cost and a past service credit were incurred in respect of changes to the pension schemes’ liabilities and assets. These resulted from a decision to increase members’ pension payments and deferment amounts and from some members exiting the main scheme. The current expectation is that DMGT will not make further contributions to the schemes and that these items have not and will not impact the Group’s financial position. Consequently, they have been excluded from adjusted results. 2) Intangible impairment and amortisation: when acquiring businesses, the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on DMGT’s balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they relate to historical M&A activity and future expectations rather than the trading performance of the business during the period. Software, including products, is also recognised as an intangible asset on the balance sheet but the ongoing amortisation of software is similar to the depreciation of tangible assets and is an everyday cost of doing business, so is included in both statutory and adjusted results. 3) Gain on sale or purchase of assets: the Group makes gains or losses when disposing of businesses, for example deferred consideration from the June 2019 disposal of Landmark’s German business, On-geo, resulted in a gain in FY 2023. These items are excluded from adjusted results as they reflect the value created since the business was formed or acquired rather than the operating performance of the business during the period. Similarly, the gains or losses made by joint ventures or associates when disposing of businesses are excluded from adjusted results. 4) Adjusting finance items: the finance credit on defined benefit pension schemes is a formulaic calculation that does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. It is effectively a notional credit and is excluded from adjusted results. Also, in FY 2022, foreign exchange options were bought to hedge US$600m of the Group’s cash balances into sterling in anticipation of the substantial special dividend that was paid later in that period. The cost of buying the options for the highly unusual special dividend is excluded from the adjusted results. Other items that are excluded from adjusted results include changes in the fair value of certain financial instruments, notably mark-to- market movements on interest rate cap derivatives, and changes to future acquisition payments. They are considered to be unrelated to the ongoing cost of doing business. The share of joint ventures’ and associates’ tax charges is included in the statutory profit before tax 35 but, since it is a tax charge, is excluded from adjusted profit before tax. The share of joint ventures’ and associates’ interest charges is reclassified to financing costs in the adjusted results. 36 Reconciliation: Statutory profit to adjusted profit – FY 2023 £ millions Note CMA PIB E&EC CCD Statutory operating (loss)/profit Exceptional operating costs Intangible impairment and amortisation JVs & associates’ other gains, interest and tax Exclude JVs & associates Adjusted operating profit/(loss) (40.3) 65.2 14.5 19.3 - 5.0 20.3 - 0.7 (50.0) 19.2 0.7 1 2 3, 4 39.4 24.3 21.0 (30.1) 54.6 Sub- Total (50.7) 84.4 20.9 JV&AE (19.4) - 17.6 0.1 (1.7) £ millions Note CMA PIB E&EC CCD JV&AE FCF Statutory PBT Gain on sale or purchase of assets Operating profit adjustments (∞ above) Adjusting finance items Adjusted PBT 3 1, 2 4 (32.5) (7.8) 79.7 - 39.4 36.2 (16.9) 5.0 - 24.3 20.3 - 0.7 - 21.0 (48.7) (1.3) 19.9 - (30.1) (19.4) (0.1) 17.6 0.2 (1.7) 31.5 - - (43.7) (12.2) Notes: The figures in the Note column above correspond with explanations of the adjustments given on pages 35 and 36. • A CM = Consumer Media, B PI = Property Information, C E&E = Events and Exhibitions, D CC = Corporate costs, E JV&A = Joint ventures and associates, F FC = Financing costs 37 DMGT Group (70.1) 84.4 38.5 0.1 1.7 54.6 DMGT Group (12.6) (26.1) 122.9 (43.5) 40.7 ∞ ∞ Total ∞ £ millions Note CMA PIB E&EC CCD Reconciliation: Statutory profit to adjusted profit – FY 2022 Statutory operating profit Exceptional operating costs Intangible impairment and amortisation JVs & associates’ other gains, interest and tax Exclude JVs & associates Adjusted operating profit £ millions Statutory PBT Gain on sale or purchase of assets Operating profit adjustments (∞ above) Adjusting finance items Adjusted PBT 1 2 3, 4 Note 3 1, 2 4 15.0 22.4 14.6 26.8 0.4 5.3 8.2 - 0.7 (91.7) 57.1 - Sub- Total (41.7) 79.9 20.6 JV&AE (45.3) - 39.0 0.4 (5.9) 52.0 32.5 8.9 (34.6) 58.8 CMA 14.1 0.9 37.0 - 52.0 PIB E&EC CCD JV&AE FCF 34.1 (7.3) 5.7 - 32.5 8.2 - 0.7 - 8.9 (67.3) (24.4) 57.1 - (34.6) (45.3) (0.1) 39.0 0.5 (5.9) (3.9) - - (9.7) (13.6) DMGT Group (87.0) 79.9 59.6 0.4 5.9 58.8 DMGT Group (60.1) (30.9) 139.5 (9.2) 39.3 ∞ ∞ Total ∞ Notes: The figures in the Note column above correspond with explanations of the adjustments given on pages 35 and 36. • A CM = Consumer Media, B PI = Property Information, C E&E = Events and Exhibitions, D CC = Corporate costs, E JV&A = Joint ventures and associates, F FC = Financing costs 38 Independent auditors’ report to the members of Daily Mail and General Trust plc Report on the audit of the financial statements Opinion In our opinion: • Daily Mail and General Trust plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 September 2023 and of the Group’s profit and the Group’s cash flows for the year then ended; • the Group financial statements have been properly prepared in accordance with UK- adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; • the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Consolidated Financial Statements (the “Annual Report”), which comprise: the Consolidated and Company Statements of Financial Position as at 30 September 2023; the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, and the Consolidated Cash Flow statement for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Our opinion is consistent with our reporting to the Audit & Risk Committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in Note 5, we have provided no non-audit services to the Company in the period under audit. 39 Our audit approach Overview Audit scope • Our audit included full scope audits of eight components and audit procedures performed centrally over specific material balances around the Group. We scoped our audit at a business level, and our full scope components are within the Consumer Media, Events and Exhibitions and Property Information divisions. • Our full scope audits accounted for 76% of the Group’s external revenue. Key audit matters • Impairment of intangible assets and goodwill (Group) • Carrying value of shares in Group undertakings (parent) Materiality • Overall Group materiality: £9,900,000 (2022: £9,700,000) based on 1% of Group's revenue. • Overall Company materiality: £14,500,000 (2022: £14,800,000) based on 1% of Total assets. • Performance materiality: £7,425,000 (2022: £7,200,000) (Group) and £10,875,000 (2022: £11,100,000) (Company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including 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. These matters, and any comments we make on the results of our procedures thereon, 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. This is not a complete list of all risks identified by our audit. Accounting for deferred tax, which was a key audit matter last year, is no longer included because a consistent methodology for recognition and measurement of deferred tax assets has been applied. Otherwise, the key audit matters below are consistent with last year. Key audit matter Impairment of intangible assets and goodwill (Group) Refer to Notes 19 and 20 in the Group financial statements. The Group has £196.0 million (2022: £201.5 million) of goodwill and a further £72.7 million (2022: £79.4 million) of other the Consolidated Statement of Financial intangible assets on How our audit addressed the key audit matter As part of our audit of the Directors’ impairment assessments (for both goodwill and intangible assets), with support internal valuations experts, we audited the impairment indicator assessment in relation to intangible asset balances and future cash flow forecasts and the process by which they were drawn up in relation to goodwill. This included comparing from our 40 Position at 30 September 2023. There has been an impairment charge recorded of £8.4 million (2022: £8.8 million) against goodwill for businesses in the Consolidated which remain Statement of Financial Position at 30 September 2023. the relates, impairment Goodwill must be assessed annually for impairment. All other intangible assets held are reviewed for impairment when indicator has been an identified. For the groups of CGUs to which the goodwill determination of recoverable amount, being the higher of value in use (VIU) and fair value less costs of disposal (FVLCD), requires judgement and estimation by management. This is the determination of a because recoverable includes management’s consideration of key internal inputs and external market conditions such as future cash flows, long-term growth the determination of the most appropriate discount rate. There is a risk that if these cash flows do not meet the Directors’ expectations, some of these assets may be impaired. Therefore, we considered it to be a key audit matter. rates, and amount them to the latest Board approved five-year plan, and testing the mathematical accuracy of the assessments, as well as assessing that the methodology applied was compliant with IAS 36 ‘Impairment of Assets’. - - and profit For the impairment assessment of goodwill and intangible assets allocated to the material individual lowest level CGUs, we tested all key assumptions, including: revenue assumptions included within the future forecasts, by considering independent third-party support available and the impact of external market factors, along with the impact of climate change built into the future cash flow forecasts; the long-term growth rates in the forecasts by comparing to historical results, market data, and economic and industry forecasts using our valuation expertise; the discount rate by comparing the cost the Group with of capital comparable and assessing the specific risk premium applied to the business using our valuation expertise; and the Directors’ potential bias by performing our own sensitivity analysis on key assumptions, particularly those driving underlying cash flows. organisations, them for - - We assessed the completeness and accuracy of the related disclosures in Note 19 and Note 20, the sensitivities provided, and including considered them to be reasonable. The impairment charge recorded for goodwill is reasonable. For those assets where the Directors determined that no impairment was required and that no additional sensitivity disclosures were necessary, we found that these judgements were supported by reasonable assumptions that would require significant downside changes before any material impairment was necessary. Carrying value of shares in Group undertakings (parent) Refer to Notes 2 and 8 to the Notes to the Company Statement of Financial Position. For each discounted cash flow prepared for the relevant undertakings, with support from our internal valuations experts, we have verified the mathematical integrity of management’s value 41 in use calculations, as well as testing all key assumptions, including: - - - nominal cash flow projections by considering the historical accuracy of forecasts against actual performance; the long-term (decline)/growth rates by comparing them to historical results and industry forecasts; and the discount rates applied in the models by comparing the cost of capital for the Group with comparable organisations and assessing the specific risk premium applied to each business using our valuation expertise. reasonable impact of Where applicable, we have performed an independent sensitivity analysis to understand the in management’s assumptions on the available headroom. We also considered the implied multiples of the individual CGUs and the business as a whole in comparison to available external market data. changes reversal As a result of our work, we challenged the triggers identified for both impairment and the impairment impairment charge and to be appropriate and that the remaining carrying values of the shares in undertakings held by the Company are supportable in the context of the Company financial statements taken as a whole. consider reversal and in Group undertakings of Shares £1,337.7 million (2022: £1,350.2 million) are accounted for at cost less any provision the Company Statement of Financial Position at 30 September 2023. impairment for in Shares in Group undertakings are tested for impairment or impairment reversal indicators. If such indicators exist, the recoverable amounts of the shares in Group undertakings are estimated in order to determine the extent of the impairment loss or reversal, if any. The key assumptions included in those estimates include cash flow projections, nominal (decline)/growth rates and discount rates of the CGUs. long-term result of Management’s annual investment in subsidiaries assessment, indicator performed as per the requirements of IAS 36 ‘Impairment of assets’, identified a trigger in the DMGH and DMGB investments as a the challenging macroeconomic conditions the Property Information affecting division, as well as a reversal in the impairment conditions which had the caused comparative period in the Events and Exhibitions total division. impairment charge recognised in the period was £32.3 million (2022: £1,572.6 million) and an impairment reversal of £19.8 million (2022: £nil) against the Company’s investment in DMGB and DMGH respectively. impairment The an in How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. The Group’s business activities are split into three operating divisions: Consumer Media, Events and Exhibitions and Property Information. We scoped our audit at the business level, with divisional consolidation adjustments audited at the Group level. Within Consumer Media, Events and Exhibitions, Property Information and Head Office we identified eight businesses, for which we instructed our component teams to complete an audit of their complete financial information, either due to their relative size or risk. These businesses are located in the United 42 Arab Emirates and the United Kingdom. Our full scope audits accounted for 76% of the Group’s revenue. At the Group level, we also carried out analytical and other audit procedures on specific material line items across the Group. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those locations to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. We issued formal, written instructions to component auditors setting out the work to be performed by each of them and maintained regular communication throughout the audit cycle. These interactions included attending component clearance meetings and holding regular conference calls, as well as reviewing and assessing matters reported. The Group engagement team also reviewed selected audit working papers for all components. This, together with audit procedures performed at the Group level (including procedures over impairment of goodwill and intangibles, material head office entities, tax, pensions and consolidation adjustments), gave us the evidence we needed for our opinion on the Group financial statements as a whole. The impact of climate risk on our audit As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s and Company’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the Group’s and Company’s financial statements. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall materiality How we determined it Rationale for benchmark applied Financial statements - Group £9,900,000 (2022: £9,700,000). Financial statements - Company £14,500,000 (2022: £14,800,000). 1% of Group's revenue 1% of Total assets We considered the most appropriate benchmark on which to calculate materiality was the Group's revenue. the Following Group’s equity, we have updated our revenue as an benchmark appropriate metric both that generates a materiality threshold the delisting of to is not profit- The Company oriented. Total assets is used as the the Company’s benchmark as to hold principal activity investments, and debtors’ balances. We have applied a 1% rule of thumb suggested by ISAs (UK) as the Company is a is creditors’, 43 public interest entity. Our prior year materiality for the Company was calculated on the same basis. the and appropriate for the delisted Group structure and reflects a metric that primary readers of the financial statements Group’s operations are interested in. We have applied a 1% rule of thumb suggested by ISAs (UK) as the Company is a public interest entity. Our prior year materiality for the Company was calculated on the same basis. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £1.6 million and £8.9 million. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to £7,425,000 (2022: £7,200,000) for the Group financial statements and £10,875,000 (2022: £11,100,000) for the Company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount in the middle of our normal range was appropriate. We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above £0.50 million (Group audit) (2022: £0.48 million) and £0.70 million (Company audit) (2022: £0.70 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern Our evaluation of the directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of accounting included: • We assessed the directors’ going concern cash flow projections, agreeing them to the latest Board approved forecasts which have factored in estimated cash outflows over the going concern assessment period to 30 September 2025; • We evaluated the future cash flows with reference to historical trading performance and market expectations from industry or economic reports. We have also ensured that the cash flow assumptions used in the directors’ going concern assessment are consistent with other areas of significant accounting judgement, such as the assumptions applied in the Group’s goodwill impairment assessment; • We tested the available committed debt facilities, including checking that the key terms were applied appropriately in the going concern assessment related to the maturity dates of available committed debt facilities and covenant requirements; • We considered the base case and severe but plausible scenarios applied. We considered their likelihood and whether more severe scenarios could arise and the associated impact on available liquidity and compliance with covenant requirements and levels of headroom; • We considered the likelihood of events arising that could erode liquidity or impact compliance with covenant requirements within the forecast period; 44 • We assessed the performance of the Group since year end and compared it with the Board approved cash flow forecast; and • We read the basis of preparation note (Note 1 to the financial statements) and validated that it accurately described management’s going concern considerations. 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's and the 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 auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 September 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report. 45 Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and the 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 the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ 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 auditors’ 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. 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. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to data protection, including the General Data Protection Regulation (GDPR) and the proposed ePrivacy Regulation, libel legislation and EU Market Abuse Regulation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax compliance. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue and management bias in accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included: • Discussions with management, internal audit and the Group’s internal legal counsel, including consideration of potential instances of non-compliance with laws and regulation and fraud; • Review and assessment of matters reported through the Directors' Litigation Report, bribery, fraud, whistleblowing and internal controls review reports; • Review of internal audit reports insofar as they related to the financial statements; • Challenging assumptions and judgements made by directors, in particular in relation to, but not limited to, areas identified in the key audit matters below; and 46 • Identifying and testing the validity of journal entries based on specific risk criteria, in particular any journal entries posted with unusual financial statement line item combinations. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of directors’ remuneration specified by law are not made; or • the Company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit & Risk Committee, we were appointed by the members on 4 February 2015 to audit the financial statements for the year ended 30 September 2015 and subsequent financial periods. The period of total uninterrupted engagement is 9 years, covering the years ended 30 September 2015 to 30 September 2023. Other matter As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority in accordance 47 with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. Philip Stokes (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 28 November 2023 48 Financial Statements Consolidated Income Statement For the year ended 30 September 2023 CONTINUING OPERATIONS Revenue Adjusted operating profit Exceptional operating costs Amortisation and impairment of acquired intangible assets arising on business combinations and impairment of goodwill Operating loss before share of results and impairment of joint ventures and associates Share of results of joint ventures and associates Impairment of carrying value of associates and loans to associates Total operating loss Other gains and losses Loss before investment revenue, net finance expense and tax Investment revenue Finance expense Finance income Net finance income/(expense) Loss before tax Tax Loss after tax from continuing operations DISCONTINUED OPERATIONS Profit from discontinued operations PROFIT/(LOSS) FOR THE YEAR Attributable to: Owners of the Company Non‐controlling interests* Profit/(loss) for the year Daily Mail and General Trust plc Annual Report 2023 Year ended 30 September 2023 £m Year ended 30 September 2022 £m Note 3 997.4 974.0 3, (i) 3 3 4 7 7 8 9 10 10 11 18 37 38 54.6 (84.4) (20.9) (50.7) (1.9) (17.5) (70.1) 26.0 (44.1) 58.8 (79.9) (20.6) (41.7) (6.4) (38.9) (87.0) 30.8 (56.2) 2.7 2.8 (18.8) 47.6 28.8 (12.6) 4.4 (8.2) 12.5 4.3 6.1 (1.8) 4.3 (30.4) 23.7 (6.7) (60.1) (85.6) (145.7) 11.6 (134.1) (133.8) (0.3) (134.1) *All attributable to continuing operations. (i) Adjusted operating profit is defined as total operating profit/(loss) from continuing operations before share of results and impairment of joint ventures and associates and impairment of loans to joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment. 49 Financial Statements Financial Statements Consolidated Statement of Comprehensive Income For the year ended 30 September 2023 Note 37 37 38 37 24, 37 37 37 10, 37 8, 37 37 Year ended 30 September 2023 £m 4.3 Year ended 30 September 2022 £m (134.1) (210.7) 4.0 0.7 62.7 7.4 271.3 ‐ (0.2) (95.0) (646.0) (135.9) (469.9) 5.1 (0.2) ‐ 1.7 (0.9) 5.7 (5.9) 0.4 (0.3) (6.4) 5.8 (6.4) (130.2) (476.3) (125.9) (610.4) (124.8) (1.1) (125.9) (138.4) 12.5 (125.9) (137.3) (1.1) (138.4) (609.9) (0.5) (610.4) (622.0) 11.6 (610.4) (621.5) (0.5) (622.0) Profit/(loss) for the year Items that will not be reclassified to Consolidated Income Statement Actuarial (loss)/gain on defined benefit pension schemes Receipt in respect of prior period pension payment Foreign exchange differences on translation of foreign operations of non‐controlling interests Tax relating to items that will not be reclassified to Consolidated Income Statement Fair value movement of financial assets through Other Comprehensive Income Total items that will not be reclassified to Consolidated Income Statement Items that may be reclassified subsequently to Consolidated Income Statement Gain/(loss) on hedges of net investments in foreign operations Costs of hedging Costs of hedging recycled to Consolidated Income Statement on currency swap termination Translation reserves recycled to Consolidated Income Statement on disposals Foreign exchange differences on translation of foreign operations Total items that may be reclassified subsequently to Consolidated Income Statement Other comprehensive loss for the year Total comprehensive loss for the year Attributable to: Owners of the Company Non‐controlling interests Continuing operations Discontinued operations Total comprehensive loss for the year from continuing operations attributable to: Owners of the Company Non‐controlling interests 50 Daily Mail and General Trust plc Annual Report 2023 Consolidated Statement of Changes in Equity For the year ended 30 September 2023 Note 37, 38 37, 38 £m 29.3 ‐ ‐ ‐ 36, 37 (0.5) At 1 October 2021 Loss for the year Other comprehensive loss for the year Total comprehensive loss for the year Cancellation of A Ordinary Non‐ Voting Shares Dividends Cazoo dividend in specie Transfers Own shares released on exercise of share options Credit to equity for share‐based payments Settlement of exercised share options Deferred tax on other items recognised in equity At 30 September 2022 Profit/(loss) for the year Other comprehensive (loss)/income for the year Total comprehensive (loss)/income for the year Issue of share capital Dividends Capital reduction Non‐controlling interest arising on acquisition At 30 September 2023 12, 37 12, 24, 37 37 37 37 35, 37 37, 38 37, 38 38 12, 37 37 38 0.5 28.9 Translation reserve £m 6.9 ‐ Equity attributable to owners of the Company £m 3,083.6 (133.8) Retained earnings £m 3,044.1 (133.8) Non‐ controlling interests £m (1.5) (0.3) Total equity £m 3,082.1 (134.1) (6.4) (469.7) (476.1) (0.2) (476.3) (6.4) (603.5) (609.9) (0.5) (610.4) Own shares £m (35.5) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0.5 ‐ 5.7 (28.9) ‐ (1,356.4) (109.8) (3.3) (1,356.4) (109.8) (3.3) ‐ 6.6 58.8 58.8 (62.7) (62.7) (4.4) (4.4) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 933.9 1,002.5 6.1 6.1 (2.0) (1.8) ‐ (1,356.4) (109.8) (3.3) 6.6 58.8 (62.7) (4.4) 1,000.5 4.3 (136.6) (130.9) 0.7 (130.2) 5.7 (130.5) (124.8) (1.1) (125.9) ‐ ‐ ‐ ‐ ‐ (19.2) 39.3 ‐ (19.2) ‐ ‐ ‐ 1.8 ‐ ‐ 1.2 1.8 (19.2) ‐ 1.2 6.2 823.5 858.5 (0.1) 858.4 ‐ ‐ ‐ 6.6 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Called‐up share capital Share premium account Capital redemption reserve £m 17.8 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ £m 21.0 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 28.8 17.8 21.5 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 28.8 ‐ ‐ ‐ ‐ ‐ (17.8) ‐ ‐ ‐ ‐ ‐ ‐ ‐ (21.5) ‐ ‐ 51 Financial Statements Financial Statements Consolidated Statement of Financial Position At 30 September 2023 ASSETS Non‐current assets Goodwill Other intangible assets Property, plant and equipment Right of use assets Investments in joint ventures Investments in associates Financial assets at fair value through Other Comprehensive Income Trade and other receivables Other financial assets Derivative financial assets Retirement benefit assets Deferred tax assets Current assets Inventories Trade and other receivables Current tax receivable Other financial assets Cash and cash equivalents Total assets LIABILITIES Current liabilities Trade and other payables Current tax payable Borrowings Lease liabilities Provisions Non‐current liabilities Borrowings Lease liabilities Derivative financial liabilities Provisions Deferred tax liabilities Total liabilities Net assets 52 At 30 September 2023 £m At 30 September 2022 £m Note 19 20 21 22 23 23 24 26 27 32 33 35 25 26 30 27 28 29 30 31 31 34 31 31 32 34 35 196.0 72.7 43.1 33.6 1.4 16.1 83.6 0.6 15.6 8.9 775.9 30.0 1,277.5 47.8 164.9 0.1 1.9 71.6 286.3 201.5 79.4 50.2 31.3 1.3 34.7 62.8 1.3 15.9 11.9 1,009.2 31.4 1,530.9 27.7 247.1 ‐ 5.1 53.0 332.9 1,563.8 1,863.8 (349.0) (3.1) (0.7) (9.7) (42.5) (405.0) (146.9) (18.4) (12.7) (10.6) (111.8) (300.4) (705.4) (354.3) (4.2) (0.7) (7.3) (74.7) (441.2) (194.6) (21.5) (19.5) (2.2) (184.3) (422.1) (863.3) 858.4 1,000.5 Daily Mail and General Trust plc Annual Report 2023 Consolidated Statement of Financial Position At 30 September 2023 SHAREHOLDERS’ EQUITY Called‐up share capital Share premium account Share capital Capital redemption reserve Translation reserve Retained earnings Equity attributable to owners of the Company Non‐controlling interests At 30 September 2023 £m At 30 September 2022 £m 28.8 ‐ 28.8 ‐ 6.2 823.5 858.5 (0.1) 858.4 28.8 17.8 46.6 21.5 0.5 933.9 1,002.5 (2.0) 1,000.5 Note 36 37 37 37 37 38 The financial statements of DMGT plc (Company number 184594) on pages 49 to 135 were approved by the Directors and authorised for issue on 28 November 2023. They were signed on their behalf by The Viscount Rothermere Director 53 Financial Statements Financial Statements Consolidated Cash Flow Statement For the year ended 30 September 2023 Cash generated from/(used in) operations Taxation paid Taxation received Net cash generated from/(used in) operating activities Investing activities Interest received Dividends received from joint ventures and associates Dividends received from financial assets held at fair value through Other Comprehensive Income Purchase of property, plant and equipment and right of use assets Expenditure on internally generated intangible fixed assets Expenditure on other intangible assets Purchase of financial assets held at fair value through Other Comprehensive Income Proceeds on disposal of property and plant and equipment Purchase of businesses and subsidiary undertakings, net of cash acquired Collateral posted on Treasury derivatives Purchase of option over equity instrument arising on acquisition of associate Investment in joint ventures and associates Loans advanced to joint ventures and associates Proceeds on disposal of businesses and subsidiary undertakings Proceeds on disposal of joint ventures and associates Release from escrow Net cash generated from investing activities Financing activities Equity dividends paid Issue of shares by Group companies to non‐controlling interests Net payment on settlement of share options Interest paid on borrowings Premium paid on options Bonds repaid Settlement of derivatives Loan notes issued Amounts received on sublease receivable Interest paid on lease liabilities Repayments of lease liabilities Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange (loss)/gain on cash and cash equivalents Net cash and cash equivalents at end of year 54 Year ended 30 September 2023 £m 113.0 (8.2) 0.3 105.1 0.9 0.6 1.9 (15.5) (2.8) (0.3) (11.2) 9.1 1.9 3.2 (0.2) (2.0) ‐ 17.3 0.9 ‐ Year ended 30 September 2022 £m (369.7) (7.5) 0.7 (376.5) 0.4 1.2 1.8 (13.5) (4.3) ‐ (7.7) 0.1 (1.5) 4.1 ‐ (3.4) (3.8) 7.7 16.9 120.7 3.8 118.7 (19.2) 1.8 ‐ (14.8) ‐ (46.8) ‐ 1.4 ‐ (1.0) (7.2) (85.8) 23.1 52.3 (4.5) 70.9 (1,356.4) ‐ (56.1) (16.8) (7.2) ‐ (12.9) ‐ 3.5 (0.9) (17.3) (1,464.1) (1,721.9) 1,745.2 29.0 52.3 Note 14 23 9 21, 22 20 20 24 8 16 15 32 23 17 8 38 10 13 13 15 15 15 28 15 15, 28 Financial Statements Financial Statements Notes to the accounts 1 Basis of preparation DMGT plc is a company incorporated and domiciled in the United Kingdom. The address of the registered office is Northcliffe House, 2 Derry Street, London, W8 5TT. These 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 these standards. These financial statements have been prepared for the year ended 30 September 2023. Other than the Daily Mail, The Mail on Sunday, Metro and the ‘i’ businesses whose accounts have been prepared to 1 October 2023, the Group prepares accounts for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and the ‘i’ businesses prepare financial statements for a 52 or 53 week period, ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate. The significant accounting policies used in preparing this information are set out in Note 2. The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for derivative financial instruments, hedged items, equity investments, contingent consideration, put options and the pension scheme surplus all of which are measured at fair value. The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been, or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or exit a major geographical area of operations. All amounts presented have been rounded to the nearest £0.1 million, unless otherwise stated. Going concern The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Financial Review and the Strategic Report. As set out in Notes 31 and 32 to the financial statements, the Company has long‐term financing in the form of bonds and meets its day to day working capital requirements through cash balances and committed bank facilities which expire in May 2027. The Directors have reassessed the principal risks facing the Group and determined that there are no material uncertainties to disclose. In making their assessment of the Group’s ability to continue as a going concern, the Directors have considered the projected performance of the Group and its financial resources after taking account of severe but plausible changes in trading performance. This assessment indicates that the Group is expected to operate as a going concern. The Directors’ assessment of the Group and Company’s ability to continue as going concerns includes consideration of cash flow forecasts for the Group and the committed borrowing and debt facilities of the Group which were in place at 30 September 2023. These forecasts include consideration of future trading performance, working capital requirements and the wider economy and include the modelling of a number of severe but plausible scenarios. The base case scenario reflects assumptions of minimal growth in 2024 as described in the Strategic Report. The severe but plausible scenarios considered include the following: The UK housing market continuing to operate at volumes below the floor of a functioning market in the Property Information segment; A reduction in circulation revenues and increases in newsprint prices offset by cost saving initiatives in the Consumer Media segment; and Delays to new launches in the Events and Exhibitions segment. Accordingly, the Consolidated Financial Statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources for a period of at least 12 months from the date of approval of these financial statements. 55 Daily Mail and General Trust plc Annual Report 2023 2 Significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The following new standards and/or amendments are effective 1 October 2022, but have not had significant impact on the Group’s results on the Consolidated Financial Statements: Amendments to IAS 16, Property, Plant and Equipment, Proceeds before Intended Use. Amendments to IAS 37, Provisions Contingent Liabilities and Contingent Assets, Onerous Contracts ‐ Cost of Fulfilling a Contract. Annual Improvements to IFRS Standards 2018‐2020 cycle. Amendments to IFRS 3, Business Combinations ‐ Reference to the Conceptual Framework. The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are not yet effective. These new pronouncements are listed below: Amendments to IAS 1, Presentation of Financial Statements, and IFRS Practice Statement 2, Making Materiality Judgements ‐ effective 1 October 2023. Definition of Accounting Estimates (Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors) ‐ effective 1 October 2023. Amendments to IAS 12, Income Taxes ‐ effective 1 October 2023. Amendments to IFRS 17, Insurance Contracts ‐ effective 1 October 2023. Amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements ‐ effective 1 October 2024. Amendments to IAS 21, the Effects of Changes in Foreign Exchange Rates – effective 1 October 2025. IFRS S1, General Requirements for Disclosure of Sustainability‐related Financial Information – effective 1 October 2024. IFRS S2, Climate‐related Disclosures – effective 1 October 2024. The above amendments will not have a significant impact on the Group’s Consolidated Financial Statements. Business combinations The acquisition of subsidiaries and businesses is accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition‐related costs are recognised in the Consolidated Income Statement as incurred. Where the consideration for an acquisition includes any asset or liability resulting from a contingent arrangement, this is measured at its discounted fair value on the date of acquisition. Subsequent changes in fair values are adjusted through the Consolidated Income Statement in Net finance costs. Changes in the fair value of contingent consideration classified as equity is not recognised. Put options granted to non‐controlling interests are recorded at present value as a reduction in equity on initial recognition, since the arrangement represents a transaction with equity holders. Changes in present value after initial recognition are recorded in the Consolidated Income Statement in Net finance costs. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as at the date of the acquisition that, if known, would have affected the amounts recognised as at that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as at the acquisition date and is a maximum of one year. Business combinations achieved in stages Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the date the Group attains control and the resulting gain or loss is recognised in the Consolidated Income Statement. Amounts arising from interests in the acquiree prior to the acquisition date that were recognised in Other Comprehensive Income are reclassified to the Consolidated Income Statement where such treatment would be appropriate if the interest were disposed of. Purchases and sales of shares in a controlled entity Where the Group's interest in a controlled entity increases, the non‐controlling interests' share of net assets, excluding any allocation of goodwill, is transferred to retained earnings. Any difference between the cost of the additional interest and the existing carrying value of the non‐controlling interests' share of net assets is recorded in retained earnings. Where the Group's interest in a controlled entity decreases, but the Group retains control, the share of net assets disposed, excluding any allocation of goodwill, is transferred to the non‐controlling interests. Any difference between the proceeds of the disposal and the existing carrying value of the net assets or liabilities transferred to the non‐controlling interests is recorded in retained earnings. 56 Financial Statements Financial Statements Notes to the accounts Disposal of controlling interests where non‐controlling interest retained Where the Group disposes of a controlling interest but retains a non‐controlling interest in the business, the Group accounts for the disposal of a subsidiary and the subsequent acquisition of a joint venture, associate or financial assets at fair value through Other Comprehensive Income at fair value on initial recognition. On disposal of a subsidiary all amounts in cumulative translation reserves are recycled to the Consolidated Income Statement. Contingent consideration receivable Where the consideration for a disposal includes consideration resulting from a contingent arrangement, the contingent consideration receivable is discounted to its fair value, with any subsequent movement in fair value being recorded in the Consolidated Income Statement in Net finance costs. Discontinued operations The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been, or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or exit a major geographical area of operations. Assets and liabilities of businesses held for sale An asset or disposal group is classified as held for sale if its carrying amount is intended to be recovered principally through sale rather than continuing use, is available for immediate sale and it is highly probable that the sale will be completed within 12 months of classification as held for sale. Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment is recognised in the Consolidated Income Statement and is first allocated to the goodwill associated with the disposal group and then to the remaining assets and liabilities on a pro rata basis. No further depreciation or amortisation is charged on non‐current assets classified as held for sale from the date of classification. Accounting for subsidiaries A subsidiary is an entity controlled by the Group. Control is achieved where the Group has power over an investee; exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the returns. The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement from the effective date control is obtained or up to the date control is relinquished, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra‐group transactions, balances, income and expenses are eliminated on consolidation. Non‐controlling interests Non‐controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein, either at fair value or at the non‐ controlling interest’s share of the net assets of the subsidiary, on a case‐by‐case basis. The total comprehensive income of a subsidiary is apportioned between the Group and the non‐controlling interest, even if it results in a deficit balance for the non‐controlling interest. Interests in joint ventures and associates A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is, when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. The post‐tax results of joint ventures and associates are incorporated in the Group's results using the equity method of accounting. Under the equity method, investments in joint ventures and associates are carried in the Consolidated Statement of Financial Position at cost as adjusted for post‐acquisition changes in the Group's share of the net assets of the joint venture and associate, less any impairment in the value of investment. Losses of joint ventures and associates in excess of the Group's interest in that joint venture or associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate. Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture or associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment. Foreign currencies For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of entities with a functional currency other than sterling are translated into sterling using exchange rates prevailing on the period end date. Income and expense items and cash flows are translated at the average exchange rates for the period and exchange differences arising are recognised directly in equity. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that operation is recognised in the Consolidated Income Statement as part of the gain or loss on sale. The Group records foreign exchange differences arising on retranslation of foreign operations within the translation reserve in equity. 57 Daily Mail and General Trust plc Annual Report 2023 In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the exchange rate prevailing on the date of the transaction. At each period end date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the period end date. Non‐monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non‐monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the Consolidated Income Statement for the period. Goodwill, intangible assets and fair value adjustments arising on the acquisition of foreign operations after transition to IFRS are treated as part of the assets and liabilities of the foreign operation and are translated at the closing rate. Goodwill which arose pre‐transition to IFRS is not translated. Goodwill and intangible assets Goodwill and intangible assets acquired arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Negative goodwill arising on an acquisition is recognised directly in the Consolidated Income Statement. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rates on the period end date. On disposal of a subsidiary, associate or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the Consolidated Income Statement on disposal. Impairment of goodwill The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash‐generating units (CGUs). If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit, prorated on the basis of the carrying amount of each asset in the unit, but subject to not reducing any asset below its recoverable amount. When testing for impairment, the recoverable amounts for all of the Group's CGUs are measured at the higher of value in use or fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on Board‐approved budgets and forecasts which reflect the Directors’ current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre‐tax discount rates used by the Group in its impairment tests range from 10.9% to 38.9% (2022 12.1% to 25.9%), derived from a weighted average cost of capital adjusted for the geographies in which each CGU operates and risks specific to that CGU. The Directors' estimate of DMGT’s post tax weighted average cost of capital is 13.0% (2022 12.0%). The cash flow projections consist of Board‐approved budgets for the following year, together with forecasts for up to four additional years and nominal long‐term growth rates beyond these periods. The nominal long‐term (decline)/growth rates used range from ‐3.0% to 5.0% (2022 ‐3.0% to 6.9%) and varies with the Directors’ view of the CGU's market position, maturity of the relevant market and does not exceed the long‐term average growth rate for the industry in which the CGU operates. An impairment loss recognised for goodwill is charged immediately in the Consolidated Income Statement and is not subsequently reversed. Research and development expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the Group's development activity, including software for internal use, is recognised only if the asset can be separately identified, it is probable the asset will generate future economic benefits, the development cost can be measured reliably, the project is technically feasible and the project will be completed with a view to sell or use the asset. Additionally, guidance in Standing Interpretations Committee (SIC) 32 has been applied in accounting for internally developed website development costs. Internally generated intangible assets are amortised on a straight‐line basis over their estimated useful lives, when the asset is available for use, and are reported net of impairment losses. Where no internally generated intangible asset can be recognised, such development expenditure is charged to the Consolidated Income Statement in the period in which it is incurred. Licences Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortised over their estimated useful lives, being three to five years. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate economic benefits exceeding costs and directly attributable overheads, are capitalised as intangible assets. Computer software which is integral to a related item of hardware equipment is accounted for as property, plant and equipment. Costs associated with maintaining computer software programs are recognised as an expense as incurred. 58 Financial Statements Financial Statements Notes to the accounts Other intangible assets Other intangible assets with finite lives are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to Operating Profit in the Consolidated Income Statement on a reducing balance or straight‐line basis over the estimated useful lives of the intangible assets from the date they become available for use. The estimated useful lives are as follows: Publishing rights, mastheads and titles Brands Market‐ and customer‐related databases and customer relationships Computer software 5 ‐ 30 years 3 ‐ 20 years 3 ‐ 20 years 2 ‐ 5 years Amortisation of intangible assets not arising on business combinations is included within Adjusted Operating Profit in the Consolidated Income Statement. The Group has no intangible assets with indefinite lives. Software‐as‐a‐Service (SaaS) arrangements represent service contracts which provide the Group with the right to access a cloud provider’s application software over a contract period. Costs incurred to configure or customise, and any ongoing fees to obtain access to the cloud provider’s application software are recognised as an operating expense when the services are received. These costs are capitalised as intangible assets and amortised over the useful life of the software if they represent the development of software code which enhances or modifies, or creates additional capability to existing on‐premise systems and which meets the definition of and recognition criteria for an intangible asset under IAS 38, Intangible Assets. Impairment of intangible assets At each period end date, reviews are carried out of the carrying amounts of intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the higher of value in use and fair value less costs to sell, of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, value in use estimates are made based on the cash flows of the CGU to which the asset belongs. If the recoverable amount of an asset or CGU is estimated to be less than its net carrying amount, the net carrying amount of the asset or CGU is reduced to its recoverable amount. Impairment losses are recognised immediately in the Consolidated Income Statement. At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognised in prior periods, for an asset other than goodwill, may no longer exist or may have decreased. If any such indication exists, the Group estimates the recoverable amount of that asset. In assessing whether there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased, the Group considers, as a minimum, the following indications: whether the asset’s market value has increased significantly during the period; whether any significant changes with a favourable effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which the asset is dedicated; and whether market interest rates or other market rates of return on investments have decreased during the period, and those decreases are likely to affect the discount rate used in calculating the asset’s value in use and increase the asset’s recoverable amount materially. Property, plant and equipment Land and buildings held for use are stated in the Consolidated Statement of Financial Position at their cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Assets in the course of construction are carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for their intended use. Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Consolidated Income Statement. Depreciation is charged so as to write off the cost of assets, other than property, plant and equipment under construction using the straight‐line method, over their estimated useful lives as follows: Freehold properties Short leasehold properties Plant and equipment Depreciation is not provided on freehold land or works of art 59 50 years the term of the lease 3 ‐ 25 years Daily Mail and General Trust plc Annual Report 2023 Right of use assets Right of use assets are depreciated over the shorter of the asset’s useful economic life and the lease term on a straight‐line basis. Inventory Inventory is stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. The Group uses the Average Cost method in the Consumer Media segment for newsprint and the First In First Out method for all other inventories. Exhibition, training and event costs Directly attributable costs relating to future exhibition, training and events are deferred within work in progress and measured at the lower of cost and net realisable value. These costs are charged to the Consolidated Income Statement when the exhibition, training or event takes place. Marketing costs All marketing and promotional costs are charged to the Consolidated Income Statement in the period in which they are incurred. Direct event costs are charged to the Consolidated Income Statement. Cash and cash equivalents Cash and cash equivalents shown in the Consolidated Statement of Financial Position includes cash, short‐term deposits and other short‐term highly liquid investments with an original maturity of three months or less and which are subject to insignificant changes in value. For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents are as defined above, net of bank overdrafts. Revenue Revenue is stated at the fair value of consideration, net of value added tax, trade discounts and commission where applicable and is recognised using methods appropriate for the Group’s businesses. Where revenue contracts have multiple elements (such as software licences, data subscriptions and support), all aspects of the transaction are considered to determine whether these elements can be separately identified. Where transaction elements can be separately identified and revenue can be allocated between them on a fair and reliable basis, revenue for each element is accounted for according to the relevant policy below. Where transaction elements cannot be separately identified, revenue is recognised when the control of performance obligations have been transferred. The Consumer Media segment enters into agreements with advertising agencies and certain clients, which are subject to a minimum spend and typically include a commitment to deliver rebates to the agency or client based on the level of agency spend over the contract period. The principal revenue performance obligations are: subscriptions revenue, including revenue from information services, is recognised over the period of the subscription or contract; circulation revenue is recognised on a sale or return basis at cover price less the contractual wholesaler and retail margins; publishing revenue is recognised on issue of the publication or report; advertising revenue is recognised on issue of the publication or over the period of the online campaign; contract print revenue is recognised on completion of the print contract; exhibitions, training and events revenues are recognised over the period of the event; software revenue is recognised on delivery of the software or the technology or over a period of time where the transaction is a licence (the licence term). If support is unable to be separately identified from hosting and revenue is unable to be allocated on a fair and reliable basis, support revenue is recognised over the licence term. Commissions paid to acquire software and services contracts are capitalised in prepayments and recognised over the term of the contract; support revenue associated with software licences and subscriptions is recognised over the term of the support contract. Adjusted measures The Group presents adjusted operating profit and adjusted profit before tax adjusting for costs and profits which the Directors believe to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings. In the Directors’ judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal and closure of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations. The Board and management team believe these adjusted results, used in conjunction with statutory IFRS results, give a greater insight into the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration. See Note 13 for a reconciliation of profit before tax to adjusted profit before and after tax. The Group also presents a measure of net debt/cash in Note 15. In the judgement of the Directors this measure should include the currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. 60 Financial Statements Financial Statements Notes to the accounts Other gains and losses Other gains and losses comprise profit or loss on sale of property, plant and equipment, profit or loss on sale and closure of businesses and subsidiary undertakings, gain from bargain purchase and profit or loss on sale of joint ventures and associates. EBITDA The Group discloses EBITDA, being adjusted operating profit before depreciation of property, plant and equipment and right of use assets and amortisation of assets not arising on business combinations. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks as part of their assessment of the Group's performance. A reconciliation of EBITDA from operating profit is shown in Note 14. Leases The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration. The Group as a lessee Where the Group acts as a lessee it recognises a right of use asset and corresponding liability at the date at which a leased asset is made available for use by the Group, except for short‐term leases (defined as leases with a lease term of 12 months or less) and leases of low‐value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight‐line basis over the term of the lease. The lease liability is measured at the present value of the future lease payments, discounted at the rate implicit in the lease, or if that cannot be readily determined, at the Group’s incremental borrowing rate specific to the term, country, currency and start date of the lease. The Group’s lease payments include: fixed payments; variable lease payments dependent on an index or rate, initially measured using the index or rate at commencement; and payments in an optional renewal period if the Group is reasonably certain to exercise an extension option or not exercise a break option less any lease incentives receivable. The lease liability is subsequently measured at amortised cost using the effective interest rate method. It is remeasured, with a corresponding adjustment to the right of use asset, when there is a change in future lease payments resulting from a rent review, change in an index or rate such as inflation, or change in the Group’s assessment of whether it is reasonably certain to exercise a purchase, extension or break option. The right of use asset is initially measured at cost based on the value of the associated lease liability, adjusted for any payments made before inception, initial indirect costs and any dilapidation or restoration costs. The right of use asset is subsequently depreciated on a straight‐line basis over the shorter of the lease term or the useful life of the underlying asset. The right of use asset is tested for impairment if there are any indicators of impairment. Leases of low value assets and short‐term leases of 12 months or less are expensed to the Consolidated Income Statement, as are non‐lease service components. The Group as a lessor Leases for which the Group is a lessor are classified as finance or operating leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards of ownership to the lessee and classified as an operating lease if it does not. When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right of use asset arising from the head lease. Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment in the lease. Rental income from operating leases is recognised on a straight‐line basis over the term of the relevant lease. Dividends Dividend income from investments is recognised when the shareholders' rights to receive payment have been established. Dividends are recognised as a distribution in the period in which they are approved by the shareholders. Interim dividends are recorded in the period in which they are paid. Borrowing costs Unless capitalised under IAS 23, Borrowing Costs, all borrowing costs are recognised in the Consolidated Income Statement in the period in which they are incurred. Finance charges, including premiums paid on settlement or redemption and direct issue costs and discounts related to borrowings, are accounted for on an accruals basis and charged to the Consolidated Income Statement using the effective interest method. Retirement benefits Pension scheme assets are measured at market value at the period end date. Scheme liabilities are measured using the projected unit credit method and discounted at a rate reflecting current yields on high‐quality corporate bonds having regard to the duration of the liability profiles of the schemes. For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or liability on the Consolidated Statement of Financial Position. Actuarial gains and losses arising in the year are taken to the Consolidated Statement of Comprehensive Income. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial assumptions and what has actually occurred. For defined benefit schemes, the cost of providing benefits is determined 61 Daily Mail and General Trust plc Annual Report 2023 using the projected unit credit method, with actuarial valuations being carried out triennially. In accordance with the advice of independent qualified actuaries in assessing whether to recognise a surplus, the Group has regard to the principles set out in IFRIC 14. Other movements in the net surplus or deficit are recognised in the Consolidated Income Statement, including the current service cost, any past service cost and the effect of any curtailment or settlements. The net finance income/(expense) is also charged to the Consolidated Income Statement within Net finance costs. The Group's contributions to defined contribution pension plans are charged to the Consolidated Income Statement as they fall due. Taxation Income tax expense represents the sum of current tax and deferred tax for the year. The current tax payable or recoverable is based on the taxable profit for the year. Taxable profit differs from profit as reported in the Consolidated Income Statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group's liability for current tax is calculated using the UK and foreign tax rates that have been enacted or substantively enacted by the period end date. Current tax assets and liabilities are set off and stated net in the Consolidated Statement of Financial Position when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority or on the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. 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 against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition other than in a business combination of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising in investments in subsidiaries, joint ventures and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Goodwill arising on business combinations also includes amounts corresponding to deferred tax liabilities recognised in respect of acquired intangible assets. A deferred tax liability is recognised to the extent that the fair value of the assets for accounting purposes exceeds the value of those assets for tax purposes and will form part of the associated goodwill on acquisition. The carrying amount of deferred tax assets is reviewed at each period end date, and is reduced or increased as appropriate 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, or it becomes probable that sufficient taxable profits will be available. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the period end date, and is not discounted. Deferred tax assets and liabilities are set off when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis. Tax is charged or credited to the Consolidated Income Statement, except when it relates to items charged or credited directly to equity, in which case the tax is recognised directly in equity. Actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are made for each uncertainty individually on the basis of the Directors’ judgement following consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Financial instruments Financial assets and financial liabilities are recognised on the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to settle on a net basis, or realise the asset and liability simultaneously and where the Group intends to net settle. 62 Financial Statements Financial Statements Notes to the accounts Financial assets Trade receivables Trade receivables do not carry interest and are recognised initially at the value of the invoice sent to the customer i.e. amortised cost and subsequently reduced by allowances for lifetime expected credit losses. Other receivables include loans which are held at the capital sum outstanding plus unpaid interest reduced by allowances for expected credit losses. Estimates are used in determining the level of receivables that will not, in the opinion of the Directors, be collected. The Group applies the simplified approach permitted by IFRS 9, Financial Instruments, which requires the use of the lifetime expected loss provision for all receivables, including contract assets. These estimates are based on historic credit losses, macro‐economic forecasts and specific country‐risk considerations with higher default rates applied to older balances. In addition, if specific circumstances exist including poor trading performance, material legal claims or administration which would indicate that the receivable is irrecoverable a specific provision is made. A provision is made against trade receivables and contract assets until such time as the Group believes there to be no reasonable expectation of recovery, after which the trade receivable or contract asset balance is written off. Financial assets at fair value through Other Comprehensive Income Financial assets are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned, and are measured at fair value, including transaction costs. As permitted by IFRS 9, the Group classifies its equity investments at Fair Value through Other Comprehensive Income. All fair value movements are recorded in Other Comprehensive Income and gains and losses are not recycled to the Consolidated Income Statement on disposal. Dividend income from Financial assets held at fair value through Other Comprehensive Income is recorded in the Consolidated Income Statement. Unlisted equity investments are valued using a variety of approaches including comparable company valuation multiples and discounted cash flow techniques. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations. The fair value of listed equity investments is determined based on quoted market prices. Financial liabilities and equity instruments Trade payables Trade payables are non‐interest bearing and are stated at their nominal value. Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Capital market and bank borrowings Interest bearing loans and overdrafts are initially measured at fair value (which is equal to net proceeds at inception), and are subsequently measured at amortised cost, using the effective interest rate method. A portion of the Group's bonds are subject to fair value hedge accounting as explained below and this portion is adjusted for the movement in the hedged risk to the extent hedge effectiveness is achieved. Any difference between the proceeds, net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing. Equity instruments Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs. Derecognition The Group derecognises a financial asset, or a portion of a financial asset, from the Consolidated Statement of Financial Position where the contractual rights to cash flows from the asset have expired, or have been transferred, usually by sale, and with them either substantially all the risks and rewards of the asset or significant risks and rewards, along with the unconditional ability to sell or pledge the asset. Financial liabilities are derecognised when the liability has been settled, has expired or has been extinguished. Derivative financial instruments and hedge accounting Derivative financial instruments are used to manage exposure to market risks. The principal derivative instruments used by the Group are foreign currency swaps, interest rate swaps, foreign exchange forward contracts and options. The Group does not hold or issue derivative financial instruments for trading or speculative purposes. Changes in the fair value of derivative instruments which do not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement. Where the derivative instruments do qualify for hedge accounting, the following treatments are applied: 63 Daily Mail and General Trust plc Annual Report 2023 Fair value hedges Changes in the fair value of the hedging instrument are recognised in the Consolidated Income Statement for the year together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. When the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting, hedge accounting is discontinued. Cash flow hedges Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the Consolidated Income Statement. If a hedged firm commitment or forecast transaction results in the recognition of a non‐financial asset or liability, then, at the time that the asset or liability is recognised, the associated gains and losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the Consolidated Income Statement in the same period in which the hedged item affects the Consolidated Income Statement. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, revoked, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss previously recognised in equity is included in the Consolidated Income Statement for the period. Net investment hedges Exchange differences arising from the translation of the net investment in foreign operations are recognised in the translation reserve. Gains and losses arising from changes in the fair value of the hedging instruments are recognised in equity to the extent that the hedging relationship is effective. Any ineffectiveness is recognised immediately in the Consolidated Income Statement for the period. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. Gains and losses accumulated in the translation reserve are included in the Consolidated Income Statement on disposal of the foreign operation. Provisions Provisions are recognised when the Group has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the period end date and are discounted to present value where the effect is material. Onerous contract provisions are recognised for losses on contracts where the forecast costs of fulfilling the contract throughout the contract period exceed the forecast income receivable. The provision is calculated based on cash flows to the end of the contract. Share‐based payments Prior to going private, the Group issued equity‐settled and cash‐settled share‐based payments to certain Directors and employees. Equity‐settled share‐based payments are measured at fair value (excluding the effect of non‐market‐based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity‐settled share‐based payments is expensed on a straight‐line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non‐market‐based vesting conditions. Fair value is measured using a binomial pricing model which is calibrated using a Black‐Scholes framework. The expected life used in the models has been adjusted, based on the Directors best estimate, for the effect of non‐transferability, exercise restrictions and behavioural considerations. A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each period end date for cash‐settled share‐ based payments. Investment in own shares Treasury shares Prior to going private, when the Company purchased its equity share capital as Treasury Shares, the consideration paid, including any directly attributable incremental costs (net of income taxes) was recorded as a deduction from shareholders’ equity until such shares were cancelled, reissued or disposed of. Where such shares were subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, was recognised in equity, with any difference between the proceeds from the sale and the original cost being taken to retained earnings. Employee Benefit Trust The Company established an Employee Benefit Trust (EBT) for the purpose of purchasing shares in order to satisfy outstanding share options and potential awards under long‐term incentive plans. The assets of the EBT comprised shares in DMGT plc and cash balances. The EBT was administered by independent trustees and its assets were held separately from those of the Group. The Group bore the major risks and rewards of the assets held by the EBT until the shares vested unconditionally with employees. The Group recognised the assets and liabilities of the EBT in the Consolidated Financial Statements and shares held by the EBT 64 Financial Statements Financial Statements Notes to the accounts were recorded at cost as a deduction from shareholders’ equity. Consideration received for the sale of shares held by the EBT was recognised in equity, with any difference between the proceeds from the sale and the original cost being taken to retained earnings. Critical accounting judgements and key sources of estimation uncertainty In addition to the judgement taken by the Directors in selecting and applying the accounting policies set out above, the Directors have made the following judgements concerning the amounts recognised in the Consolidated Financial Statements: Adjusted measures The Directors believe that the adjusted profit measure provides additional useful information to users of the Consolidated Financial Statements on the performance of the business. Accordingly, the Group presents adjusted operating profit and adjusted profit before tax by adjusting for costs and profits which the Directors judge to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings. In the Directors’ judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations. Exceptional operating costs include items of a significant and a non‐recurring nature. In addition, the Group presents an adjusted profit after tax measure by making adjustments for certain tax charges and credits which the Directors judge to be significant by virtue of their size, nature or incidence or which have a distortive effect. The Group uses these adjusted measures to evaluate performance and as a method to provide shareholders with clear and consistent reporting. See Note 13 for a reconciliation of profit before tax to adjusted profit before and after tax. The Group also presents a measure of net debt/cash. In the judgement of the Directors this measure should include the currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. See Note 15 for further detail. Retirement benefits When a surplus on a defined benefit pension scheme arises, the Directors are required to consider the rights of the Trustees in preventing the Group from obtaining a refund of that surplus in the future. Where the Trustees are able to exercise this right, the Group would be required to restrict the amount of surplus recognised. After considering the principles set out in IFRIC 14, the Directors have judged it appropriate to recognise a surplus of £775.9 million (2022 £1,009.2 million). Mail Force Charitable Incorporated Organisation (CIO) The Group established the Mail Force CIO in a prior year. The Group has assessed its relationship with the charity in accordance with IFRS 10, Consolidated Financial Statements and concluded that it does not have the power to affect returns to the Group from the Charity’s activities and does not control Mail Force. Accordingly Mail Force’s accounts have not been consolidated within the Group’s financial statements. The following represent key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements: Forecasting The Group prepares medium‐term forecasts based on Board‐approved budgets and four‐year outlooks. These are used to support estimates made in the preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern and viability assessments and for the purposes of impairment reviews. Longer‐term forecasts use long‐term growth rates applicable to the relevant businesses. See Note 19 for a sensitivity assessment of these long‐term growth rates on the carrying values of certain of the Group’s goodwill and intangible assets. Impairment of goodwill and intangible assets Determining whether goodwill and intangible or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the balance sheet carrying value with the recoverable amount of the asset or CGU. The recoverable amount is the higher of the value in use and fair value less costs to sell. See Goodwill Note 19 for further information. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the asset or CGU including an assessment of climate change on the applicable businesses and calculate the net present value of these cash flows using a suitable discount rate. The key areas of estimation are the long‐ term growth rate, operating cash flows, and the discount rate applied to those cash flows. Taxation Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation more challenging. The resolution of issues is not always within the control of the Group and actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. Such issues can take several years to resolve. The Group accounts for unresolved issues based on its best estimate of the final outcome, however the inherent uncertainty regarding these items means that the eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are 65 Daily Mail and General Trust plc Annual Report 2023 made for each uncertainty individually based on the Directors’ estimates following consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. In addition, the Group makes estimates regarding (i) the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain; and (ii) the amount of the pension scheme surplus that might be returned to the Group, thereby impacting the level of deferred tax liability arising thereon. See Note 35 for further information concerning recognised and unrecognised deferred tax assets and deferred tax liabilities. Retirement benefits The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases and mortality rates. Due to the long‐term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Changes in Equity. The fair value of the Group’s pension scheme assets includes quoted and unquoted investments. The value of unquoted investments are estimated as their values are not directly observable. Accordingly the assumptions used in valuing unquoted investments are affected by current market conditions and trends which could result in changes in their fair value after the measurement date. A 1.0% movement in the value of unquoted pension scheme assets is estimated to change the value of the Group’s pension scheme assets by £19.3 million (2022 £17.9 million). The carrying amount of the retirement benefit obligation at 30 September 2023 was a surplus of £775.9 million (2022 £1,009.2 million). The assumptions used and the associated sensitivity analysis can be found in Note 33. Legal claim provisions DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The amounts accrued for legal contingencies often result from complex judgements about future events and uncertainties that rely heavily on estimates and assumptions. 66 Financial Statements Financial Statements Notes to the accounts 3 Segment analysis The Group’s business activities are split into three continuing operating divisions: Property Information, Events and Exhibitions and Consumer Media. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation. The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in Note 2. Year ended 30 September 2023 Property Information Events and Exhibitions Consumer Media Corporate costs Adjusted operating profit Exceptional operating costs Impairment of goodwill Amortisation of acquired intangible assets arising on business combinations Operating loss before share of results and impairment of joint ventures and associates Share of results of joint ventures and associates Impairment of carrying value of associates and loans to associates Total operating loss Other gains and losses Loss before investment revenue, net finance expense and tax Investment revenue Finance expense Finance income Loss before tax Tax Profit from discontinued operations Profit for the year Adjusted operating profit/(loss) £m 24.3 21.0 39.4 84.7 (30.1) 54.6 (84.4) (8.4) (12.5) (50.7) (1.9) (17.5) (70.1) 26.0 (44.1) 2.7 (18.8) 47.6 (12.6) 4.4 12.5 4.3 Total and external revenue £m Note 210.3 162.6 624.5 997.4 ‐ 997.4 Segment operating profit/(loss) £m 24.9 21.0 39.3 85.2 (32.4) Less operating (loss)/profit of joint ventures and associates £m 0.6 ‐ (0.1) 0.5 (2.3) 19 20 7 7 8 9 10 10 11 18 67 Daily Mail and General Trust plc Annual Report 2023 An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating (costs)/income by segment is as follows: Year ended 30 September 2023 Property Information Events and Exhibitions Energy Information Consumer Media Corporate costs Relating to discontinued operations Continuing operations Amortisation of intangible assets not arising on business combinations Amortisation of intangible assets arising on business combinations Impairment of goodwill and intangible assets arising on business combinations Exceptional operating (costs)/income Note 18 (Note 20) £m (2.7) (0.1) ‐ ‐ (2.8) ‐ (2.8) ‐ (2.8) (Note 20) £m (Note 19) £m (5.0) (0.7) ‐ (6.1) (11.8) (0.7) (12.5) ‐ (12.5) ‐ ‐ ‐ (8.4) (8.4) ‐ (8.4) ‐ (8.4) £m ‐ ‐ 12.5 (65.2) (52.7) (19.2) (71.9) 12.5 (84.4) The Group's exceptional operating (costs)/income which have been disclosed separately due to their size, nature and incidence are analysed in the table below. The Directors believe this presentation provides users of these accounts with clear and consistent reporting: Year ended 30 September 2023 Energy Information Consumer Media Corporate costs Relating to discontinued operations Continuing operations Severance and closure costs Pension past service cost Professional fees and claims Property Total Note 18 (i) £m ‐ (10.2) (10.2) ‐ (10.2) ‐ (10.2) (ii) £m ‐ (46.5) (46.5) (18.8) (65.3) ‐ (65.3) (iii) £m 12.5 (8.5) 4.0 (0.8) 3.2 12.5 (9.3) £m ‐ ‐ ‐ 0.4 0.4 ‐ 0.4 £m 12.5 (65.2) (52.7) (19.2) (71.9) 12.5 (84.4) (i) (ii) In a continuation of the prior period reviews of its support functions, the Group has continued to right size to ensure it can efficiently meet the evolving demands of its markets. This has resulted in the loss of certain roles and functions which were no longer deemed necessary. Further losses may occur next year as a result of the possible consolidation of the Group’s printing operations with those of News UK as described in Note 43. As a result of extraordinarily high rates of inflation in the current period, the Company and the Pension Scheme Trustees agreed to give members an additional 5.0% increase in pension payments and deferment amounts on top of the existing minimum increase. This resulted in an increase in pension scheme liabilities and a £72.8 million non‐cash exceptional cost which has been treated as a past service cost in accordance with IAS 19, Employee Benefits. This past service cost has been reduced by a past service credit amounting to £7.5 million following the decision by Delinian Ltd (formerly Euromoney Institutional Investor PLC) to exit the DMGT Pension Schemes. (iii) This represents mainly the release in respect of the Group's RINs provision during the year. Further details are provided in Note 18. The Group's tax credit includes net credits of £23.2 million in relation to these exceptional operating costs, including credits of £19.3 million in respect of the pension scheme and £3.9 million in respect of severance and closure costs. None of these credits relate to discontinued operations. 68 Financial Statements Financial Statements Notes to the accounts An analysis of the depreciation of right of use assets and property, plant and equipment, investment revenue, other gains and losses and finance income and expense by segment is as follows: Depreciation of right of use assets Depreciation of property, plant and equipment Investment revenue Other gains and losses Finance income Finance expense (Note 22) (Note 21) (Note 9) (Note 8) (Note 10) (Note 10) £m ‐ ‐ ‐ ‐ 2.7 2.7 £m 16.9 ‐ 7.8 24.7 1.3 26.0 £m ‐ ‐ 26.8 26.8 20.8 47.6 £m (0.5) (0.1) (2.5) (3.1) (15.7) (18.8) Total and external revenue Segment operating profit/(loss) Less operating (loss)/profit of joint ventures and associates Adjusted operating profit/(loss) £m 216.9 99.5 657.6 974.0 ‐ 974.0 £m 33.4 8.9 52.0 94.3 (41.5) £m 0.9 ‐ ‐ 0.9 (6.9) £m 32.5 8.9 52.0 93.4 (34.6) 58.8 (79.9) (9.3) (11.3) (41.7) (6.4) (38.9) (87.0) 30.8 (56.2) 2.8 (30.4) 23.7 (60.1) (85.6) 11.6 (134.1) £m (2.1) (1.1) (11.3) (14.5) ‐ (14.5) Year ended 30 September 2023 Property Information Events and Exhibitions Consumer Media Corporate costs Total and continuing operations Year ended 30 September 2022 Property Information Events and Exhibitions Consumer Media Corporate costs Adjusted operating profit Exceptional operating costs Impairment of goodwill and acquired intangible assets arising on business combinations Amortisation of acquired intangible assets arising on business combinations Operating loss before share of results and impairment of joint ventures and associates Share of results of joint ventures and associates Impairment of carrying value of associates and loans to associates Total operating loss Other gains and losses Loss before investment revenue, net finance expense and tax Investment revenue Finance expense Finance income Loss before tax Tax Profit from discontinued operations Loss for the year £m (1.2) ‐ (9.7) (10.9) (0.3) (11.2) Note 19, 20 20 7 7 8 9 10 10 11 18 69 Daily Mail and General Trust plc Annual Report 2023 An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs by segment is as follows: Year ended 30 September 2022 Property Information Events and Exhibitions Energy Information Consumer Media Corporate costs Relating to discontinued operations Continuing operations Note 18 The Group's exceptional operating (costs)/income are analysed as follows: Year ended 30 September 2022 Property Information Energy Information Consumer Media Corporate costs Relating to discontinued operations Continuing operations Severance and other closure costs (i) £m (0.4) ‐ (18.8) (19.2) (15.1) (34.3) ‐ (34.3) Note 18 Amortisation of intangible assets not arising on business combinations Amortisation of intangible assets arising on business combinations Impairment of goodwill and intangible assets arising on business combinations (Note 20) (Note 20) (Notes 19, 20) Exceptional operating costs £m (3.9) ‐ ‐ ‐ (3.9) (0.4) (4.3) ‐ (4.3) LTIP (ii) £m ‐ ‐ (15.0) (15.0) (43.2) (58.2) ‐ (58.2) £m (5.3) 0.1 ‐ (6.1) (11.3) ‐ (11.3) ‐ (11.3) £m ‐ (0.8) ‐ (8.5) (9.3) ‐ (9.3) ‐ (9.3) Pension past service credit Professional fees and claims (iii) £m ‐ ‐ 11.4 11.4 6.4 17.8 ‐ 17.8 (iv) £m ‐ (11.2) ‐ (11.2) (5.2) (16.4) (11.2) (5.2) £m (0.4) ‐ (11.2) (22.4) (34.0) (57.1) (91.1) (11.2) (79.9) Total £m (0.4) (11.2) (22.4) (34.0) (57.1) (91.1) (11.2) (79.9) (i) (ii) (iii) (iv) Following the prior years’ disposals of the Euromoney, Energy Information, EdTech and Insurance Risk segments, the Group is no longer operating at the scale it was before these disposals. Accordingly the Group has begun a review of its support functions. This has resulted in the loss of certain roles and functions which are no longer necessary as a consequence of the reduced size of the Group and the Company’s delisting. During the year ended 30 September 2022 Rothermere Continuation Limited (RCL) acquired all of the issued DMGT A Shares not already owned by RCL. Following this transaction, certain of the Group’s equity‐settled long‐term incentive plan (LTIP) arrangements early vested subject to pro‐rata vesting and have been replaced or are expected to be replaced with cash‐settled awards. Where an equity‐settled LTIP is cancelled, IFRS 2, Share‐based Payment requires this is treated as an acceleration of the original vesting period. The impact of this acceleration results in non‐cash LTIP charges being charged against profits of the current period which normally would have been charged against profits of future periods. These accelerated charges have been treated as exceptional operating costs. The pension past service credit represents a non‐cash reduction in the Group’s Pension Scheme liabilities following the acceptance of a Pension Increase Exchange option by certain members of the Harmsworth Pension Scheme and Senior Executive Pension Fund. Professional fees include costs in relation to the advice relating to the offer by Rothermere Continuation Limited (RCL) for the issued DMGT A Shares not already owned by RCL. The Group's tax charge includes net charges of £19.3 million in relation to these exceptional operating costs, including charges of £29.9 million in respect of the pension scheme and credits of £7.3 million in respect of severance and closure costs and £3.3 million in respect of LTIP. None of these net tax charges relates to discontinued operations. 70 Financial Statements Financial Statements Notes to the accounts An analysis of the depreciation of right of use assets and property, plant and equipment, investment revenue, other gains and losses and finance income and expense by segment is as follows: Note Year ended 30 September 2022 Insurance Risk Property Information Events and Exhibitions Consumer Media Corporate costs Relating to discontinued operations Continuing operations 18 Depreciation of right of use assets Depreciation of property, plant and equipment Investment revenue Other gains and losses Finance income Finance expense (Note 22) £m ‐ (1.9) (0.7) (11.2) (13.8) ‐ (13.8) ‐ (13.8) (Note 21) £m ‐ (1.4) ‐ (14.6) (16.0) (0.3) (16.3) ‐ (16.3) (Note 9) £m ‐ ‐ ‐ ‐ ‐ 2.8 2.8 ‐ 2.8 (Note 8) £m 2.7 7.3 ‐ (0.9) 9.1 24.4 33.5 (2.7) 30.8 (Note 10) £m ‐ ‐ ‐ 7.6 7.6 16.1 23.7 ‐ 23.7 (Note 10) £m ‐ (0.4) (0.1) (0.5) (1.0) (29.4) (30.4) ‐ (30.4) The Group's revenue comprises sales excluding value added tax, less discounts and commission where applicable and is analysed as follows: Print advertising Digital advertising Circulation Subscriptions and recurring licences Events, conferences and training Transactions and other Print advertising Digital advertising Circulation Subscriptions and recurring licences Events, conferences and training Transactions and other Year ended 30 September 2023 Total and continuing Year ended 30 September 2023 Total and continuing Point in time Year ended 30 September 2023 Total and continuing Over time £m 108.3 166.2 247.0 111.8 162.4 201.7 997.4 £m 108.3 0.8 247.0 2.5 158.3 193.8 710.7 £m ‐ 165.4 ‐ 109.3 4.1 7.9 286.7 Year ended 30 September 2022 Total and continuing Year ended 30 September 2022 Total and continuing Point in time Year ended 30 September 2022 Total and continuing Over time £m 129.0 170.9 257.6 99.6 99.4 217.5 974.0 £m 129.0 5.6 257.6 4.1 99.2 160.3 655.8 £m ‐ 165.3 ‐ 95.5 0.2 57.2 318.2 71 Daily Mail and General Trust plc Annual Report 2023 By geographic area The majority of the Group's operations are located in the United Kingdom and North America. The analysis of Group revenue below is based on the location of group companies in these regions. Year ended 30 September 2023 Total and continuing Year ended 30 September 2023 Total and continuing Point in time Year ended 30 September 2023 Total and continuing Over time £m 782.0 75.6 139.8 997.4 £m 577.9 8.8 124.0 710.7 £m 204.1 66.8 15.8 286.7 Year ended 30 September 2022 Total and continuing Year ended 30 September 2022 Total and continuing Point in time Year ended 30 September 2022 Total and continuing Over time £m 820.2 73.7 80.1 974.0 £m 572.5 15.5 67.8 655.8 £m 247.7 58.2 12.3 318.2 Year ended 30 September 2023 Total and continuing Year ended 30 September 2023 Total and continuing Point in time Year ended 30 September 2023 Total and continuing Over time £m 627.0 160.0 210.4 997.4 £m 534.9 21.8 154.0 710.7 £m 92.1 138.2 56.4 286.7 Year ended 30 September 2022 Total and continuing Year ended 30 September 2022 Total and continuing Point in time Year ended 30 September 2022 Total and continuing Over time £m 590.3 209.7 174.0 974.0 £m 549.6 26.3 79.9 655.8 £m 40.7 183.4 94.1 318.2 UK North America Rest of the World UK North America Rest of the World The analysis of Group revenue below is based on the geographic location of customers in these regions. UK North America Rest of the World UK North America Rest of the World 72 Financial Statements Financial Statements Notes to the accounts The closing net book value of goodwill, intangible assets, property, plant and equipment and right of use assets is analysed by geographic area as follows: At 30 September 2023 Closing net book value of property, plant and equipment (Note 21) £m 40.3 2.4 0.4 43.1 At 30 September 2022 Closing net book value of property, plant and equipment (Note 21) £m 46.4 3.4 0.4 50.2 At 30 September 2023 Closing net book value of right of use assets (Note 22) £m 20.6 8.3 4.7 33.6 At 30 September 2022 Closing net book value of right of use assets (Note 22) £m 14.7 12.4 4.2 31.3 At 30 September 2023 At 30 September 2022 Closing net book value of goodwill Closing net book value of goodwill (Note 19) £m 158.7 24.7 12.6 196.0 (Note 19) £m 164.3 24.5 12.7 201.5 At 30 September 2023 Closing net book value of intangible assets (Note 20) £m 72.7 ‐ ‐ 72.7 At 30 September 2022 Closing net book value of intangible assets (Note 20) £m 79.2 0.1 0.1 79.4 UK North America Rest of the World The additions to non‐current assets are analysed as follows: Year ended 30 September 2023 Property, plant and equipment Year ended 30 September 2022 Property, plant and equipment Year ended 30 September 2023 Year ended 30 September 2022 Year ended 30 September 2023 Year ended 30 September 2022 Year ended 30 September 2023 Year ended 30 September 2022 Right of use assets Right of use assets Goodwill Goodwill Intangible assets Intangible assets (Note 21) £m 0.7 ‐ 4.7 5.4 0.2 5.6 (Note 21) £m 0.6 ‐ 8.1 8.7 1.2 9.9 (Note 22) £m 3.8 2.3 12.8 18.9 ‐ 18.9 (Note 22) £m 1.8 0.7 8.7 11.2 ‐ 11.2 (Note 19) £m ‐ ‐ ‐ ‐ 2.8 2.8 (Note 19) £m ‐ ‐ 0.2 0.2 ‐ 0.2 (Note 20) £m 2.7 ‐ 0.4 3.1 5.5 8.6 (Note 20) £m 3.9 ‐ 0.4 4.3 ‐ 4.3 Property Information Events and Exhibitions Consumer Media Corporate costs 73 Daily Mail and General Trust plc Annual Report 2023 4 Operating (loss)/profit before the share of results and impairment of joint ventures and associates Operating (loss)/profit before the share of results and impairment of joint ventures and associates is further analysed as follows: Note 3 3 3 3 3 Year ended 30 September 2023 Total £m 997.4 18.3 (244.6) (226.3) (407.1) (8.4) (12.5) (2.8) (32.1) (47.1) (60.5) (31.0) (17.9) (11.2) (14.5) (26.0) (22.3) (2.2) (1.0) (0.3) (112.4) (38.2) Year ended 30 September 2023 Discontinued operations (Note 18) £m ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 12.5 12.5 Year ended 30 September 2023 Continuing operations Year ended 30 September 2022 Total Year ended 30 September 2022 Discontinued operations (Note 18) Year ended 30 September 2022 Continuing operations £m 997.4 18.3 £m 974.0 8.4 (244.6) (256.8) (226.3) (248.4) (407.1) (395.6) (8.4) (9.3) (12.5) (11.3) (2.8) (4.3) (32.1) (47.1) (60.5) (31.0) (17.9) (11.2) (14.5) (26.0) (22.3) (2.2) (1.0) (0.3) (124.9) (26.5) (32.2) (55.1) (35.6) (15.2) (16.3) (13.8) (30.2) (12.6) 3.8 (0.3) (1.1) (122.9) £m ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (11.2) £m 974.0 8.4 (256.8) (248.4) (395.6) (9.3) (11.3) (4.3) (26.5) (32.2) (55.1) (35.6) (15.2) (16.3) (13.8) (30.2) (12.6) 3.8 (0.3) (1.1) (111.7) (50.7) (52.9) (11.2) (41.7) Revenue Increase in stocks of finished goods and work in progress Raw materials, consumables and direct staff costs Inventories recognised as an expense in the year Staff costs Impairment of goodwill and intangible assets Amortisation of intangible assets arising on business combinations Amortisation of internally generated and acquired computer software not arising on business combinations Promotion and marketing costs Venue and delegate costs Editorial and production costs Distribution and transportation costs Royalties and similar charges Depreciation of property, plant and equipment Depreciation of right of use assets Other property costs Rental of venue space Foreign exchange translation differences Net credit losses on financial assets Low‐value asset lease expense Other expenses Operating (loss)/profit before share of results and impairment of joint ventures and associates 5 Auditor's remuneration Fees payable to the Company's Auditor For the audit of the Company's annual accounts For the audit of the Company's subsidiaries Audit services provided to all Group companies Assurance services Total non‐audit services Total remuneration (i) During the year, non‐audit services provided amounted to £11,000 (2022 £56,940). 74 Year ended 30 September 2023 £m Year ended 30 September 2022 £m Note 0.7 1.0 1.7 ‐ ‐ 1.7 0.8 0.8 1.6 0.1 0.1 1.7 (i) Financial Statements Financial Statements Notes to the accounts 6 Directors and employees The average monthly number of persons employed by the Group including Directors is analysed as follows: Property Information Events and Exhibitions Consumer Media Corporate costs Year ended 30 September 2023 Number 1,110 436 2,608 35 4,189 Year ended 30 September 2022 Number 1,020 368 2,634 47 4,069 The total average number of persons employed by the Group in the year, for the purposes of calculating an average cost per employee, is 4,189 (2022 4,069). Total staff costs comprised: Wages and salaries Share‐based payments Social security costs Pension costs Total Directors’ remuneration comprised: Aggregate emoluments Aggregate pension allowances Aggregate gains made on exercise of share options Note 37, 40 Year ended 30 September 2023 £m 325.1 ‐ 30.4 77.3 432.8 Year ended 30 September 2022 £m 315.5 58.8 31.2 11.7 417.2 Year ended 30 September 2023 £m 10.8 0.3 ‐ 11.1 Year ended 30 September 2022 £m 6.8 0.7 19.2 26.7 During the year, the Company paid two (2022 four) Executive Directors (EDs) and eight (2022 eight) Non‐Executive Directors for their services. All four EDs made gains on the exercise of share options in the prior period. The Group no longer awards equity‐settled long‐term incentive plans. The total remuneration of the highest paid Director in the period was £6.5 million (2022 £8.4 million) analysed as follows: Aggregate emoluments Aggregate pension allowances Aggregate gains made on exercise of share options Year ended 30 September 2023 £m 6.2 0.3 ‐ 6.5 Year ended 30 September 2022 £m 2.3 0.3 5.8 8.4 75 Daily Mail and General Trust plc Annual Report 2023 7 Share of results and impairment of joint ventures and associates Share of adjusted operating profits from operations of joint ventures Share of adjusted operating losses from operations of associates Share of adjusted operating losses from joint ventures and associates Share of associates' other gains Share of amortisation of intangibles arising on business combinations of associates Share of associates' interest payable Share of joint ventures' tax Impairment of carrying value of associates Impairment of carrying value of loans to associates Share of results of joint ventures and associates and impairment of carrying value of associates and loans to associates Share of results from operations of joint ventures Share of results from operations of associates Impairment of carrying value of associates Impairment of carrying value of loans to associates Share of results of joint ventures and associates and impairment of carrying value of associates and loans to associates Note 14 13 13 11, 13 13, 23, (i) 13, 27, (ii) 23 23 23 27 Year ended 30 September 2023 £m 0.6 (2.3) Year ended 30 September 2022 £m 0.9 (6.8) (1.7) 0.1 (0.1) (0.1) (0.1) (17.5) ‐ (19.4) 0.5 (2.4) (1.9) (17.5) ‐ (17.5) (19.4) (5.9) 0.1 (0.1) (0.3) (0.2) (30.7) (8.2) (45.3) 0.7 (7.1) (6.4) (30.7) (8.2) (38.9) (45.3) (i) (ii) During the current year, this represents a £13.1 million write‐down in the carrying value of Kortext Ltd and a £4.4 million write‐down in the carrying value of Quick Move Ltd, both held centrally, in light of current trading conditions. During the prior year, this represents a write‐down in the carrying value of Factory 14 S.a.r.l amounting to £3.0 million and Yopa Property Ltd amounting to £27.7 million, both held centrally. During the prior year, this represents a write down in the carrying value of convertible loan notes in Factory 14 S.a.r.l of £4.4 million and in Yopa Property Ltd of £3.8 million. 76 Financial Statements Financial Statements Notes to the accounts 8 Other gains and losses Profit/(loss) on disposal of property, plant and equipment Profit on disposal and closure of businesses Recycled cumulative translation differences Gain on change in control Profit on disposal of joint ventures and associates Note 13, (i) 13, 17, (ii) 13, 17, 37, (iii) 23, (iv) 13, (v) Year ended 30 September 2023 £m 7.8 17.3 (1.7) 1.7 0.9 26.0 Year ended 30 September 2022 £m (0.8) 5.8 6.4 ‐ 19.4 30.8 There is no tax charge in relation to these other gains and losses (2022 £nil). (i) (ii) (iii) (iv) In the current year this relates to the disposal of assets in Associated Printing (Portsmouth) Ltd within the Consumer Media segment. In the current year this principally relates to unprovided contingent consideration received in relation to a prior period disposal of On‐Geo GmbH in the Property Information segment. In the prior year this principally relates to disposal of Landmark Insurance, a division of Landmark Information Group Ltd within the Property Information segment. Represents cumulative translation differences required to be recycled through the Consolidated Income Statement on disposal and closure of businesses. During the year the Group purchased an additional 28.7% stake in Yopa Property Ltd, increasing its shareholding from 45.3% to 74.0%. In accordance with IFRS 3, Business Combinations, the difference between the fair value of the Group’s 45.3% associate interest and its carrying value is treated as a gain on change in control. (v) In the current year this represents the partial disposal of LineVision, Inc., held centrally. In the prior year this represents additional unprovided proceeds from a prior year disposal of Also Energy Holdings, Inc. held centrally. 9 Investment revenue Dividend income Interest receivable from short‐term deposits Interest receivable on loan notes Year ended 30 September 2023 £m 1.9 0.7 0.1 2.7 Year ended 30 September 2022 £m 1.8 0.4 0.6 2.8 77 Daily Mail and General Trust plc Annual Report 2023 10 Net finance income/(expense) Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes Finance charges in relation to trade finance facility Finance charges in relation to revolving credit facility extension Finance charge on lease liabilities Premium paid on options Change in fair value of derivatives, or portions thereof, not designated for hedge accounting Change in fair value of derivative hedge of bond Change in fair value of hedged portion of bond Amortisation relating to terminated fair value hedge of bond Hedge ineffectiveness Change in fair value of contingent consideration payable Finance expense Gain on bond redemption Change in fair value of derivatives, or portions thereof, not designated for hedge accounting Costs of hedging recycled on currency swap termination Hedge ineffectiveness Finance income on defined benefit pension schemes Finance income Net finance income/(expense) Note 13, (i) 13 32 32 13, 15, 32 13, 32 13, 34, (ii) 13, (iii) 13 13, 32, 37 13, 32 13, 33 Year ended 30 September 2023 £m (11.2) (2.2) (0.3) (1.1) ‐ (3.2) ‐ ‐ (0.8) ‐ ‐ (18.8) 3.0 ‐ ‐ 1.9 42.7 47.6 28.8 Year ended 30 September 2022 £m (17.0) ‐ ‐ (0.9) (7.2) ‐ (5.3) 5.3 (0.3) (4.9) (0.1) (30.4) ‐ 11.5 0.3 ‐ 11.9 23.7 (6.7) (i) The premium paid on options in the prior year represents the net cost of foreign exchange options (which do not meet the requirements for hedge accounting) used to economically hedge US$600.0 million of the Group’s cash balances into sterling. During the prior year, the Group purchased US$600.0 million notional European call options, giving it the right, but not the obligation to buy GBP at an average GBP/USD exchange rate of 1.3555 exercisable for settlement at the end of January 2022. This economically hedged the conversion of the Group’s USD cash balances into GBP, due to the highly probable expectation that a special GBP dividend would be paid to shareholders following Rothermere Continuation Limited’s (RCL) offer to acquire all the issued DMGT A Shares not already owned by RCL. Following the announcement on 17 December 2021 that the final cash offer for all of the issued DMGT A Shares not already owned by RCL had been declared unconditional, settlement of the special dividend (which was conditional on the final cash offer becoming or being declared unconditional) occurred on 30 December 2021. Accordingly the purchased call options were unwound. (ii) The fair value movement of contingent consideration arises from the requirement of IFRS 3, Business Combinations, to measure such consideration at fair value with changes in fair value taken to the Consolidated Income Statement. (iii) During the year, the Company bought back £50.2 million nominal of its outstanding 2027 bonds resulting in a gain of £3.0 million. 78 Financial Statements Financial Statements Notes to the accounts 11 Tax The credit/(charge) on the loss for the year consists of: UK tax Corporation tax at 22.0% (2022 19.0%) Adjustments in respect of prior years Overseas tax Corporation tax Adjustments in respect of prior years Total current tax Deferred tax Origination and reversals of temporary differences Adjustments in respect of prior years Total deferred tax Total tax credit/(charge) Relating to discontinued operations Relating to continuing operations Year ended 30 September 2023 £m Year ended 30 September 2022 £m Note ‐ 0.1 0.1 (8.4) 1.0 (7.4) (7.3) 11.0 0.7 11.7 4.4 ‐ 4.4 0.3 0.4 0.7 (7.3) (2.6) (9.9) (9.2) (77.9) 21.6 (56.3) (65.5) 20.1 (85.6) 35 18 A deferred tax credit of £62.7 million (2022 charge of £95.0 million) relating to the actuarial movement on defined benefit pension schemes was recognised directly in the Consolidated Statement of Comprehensive Income. A deferred tax charge of £nil (2022 £4.4 million) and a current tax charge of £nil (2022 £nil) relating to share‐based payments were recognised directly in equity. The tax credit/(charge) for the year is higher than the standard rate of corporation tax in the UK of 22.0% (2022 19.0%) representing the weighted average annual corporate tax rate for the full financial year. The differences are explained below: Loss on ordinary activities before tax ‐ continuing operations Profit/(loss) before tax ‐ discontinued operations Profit on disposal of discontinued operations Total loss before tax Tax on loss on ordinary activities at the standard rate Effect of: Amortisation and impairment of goodwill and intangible assets Other expenses not deductible for tax purposes Additional items deductible for tax purposes Non‐taxable income Derecognition of previously recognised deferred tax assets Recognition of previously unrecognised deferred tax assets Effect of overseas tax rates Effect of associates' tax Current year tax losses not recognised/unrecognised tax losses utilised Write off/disposal of subsidiaries and associates Effect of difference between UK statutory rate and deferred tax rate Adjustment in respect of prior years Other Total tax credit/(charge) on the loss for the year ‐ continuing and discontinued operations Year ended 30 September 2023 £m (12.6) 12.5 ‐ Year ended 30 September 2022 £m (60.1) (11.2) 2.7 Note 18 18 (0.1) ‐ (1.6) (3.3) 1.6 3.2 ‐ 4.0 (0.5) (0.4) (4.2) 1.9 2.0 1.8 (0.1) 4.4 (68.6) 13.0 (1.1) (9.8) ‐ 0.3 (29.8) ‐ (0.3) (1.2) (29.3) (1.0) (23.2) 19.4 (2.5) (65.5) (i) (ii) (iii) (iv) (v) (vi) (vii) (i) Other expenses not deductible for tax purposes includes £nil (2022 £7.7 million) in respect of the acceleration of stock option expense to the Income Statement for which no tax deduction is due. 79 Daily Mail and General Trust plc Annual Report 2023 (ii) (iii) (iv) (v) (vi) (vii) Non‐taxable income includes £2.8 million (2022 £nil) in respect of the release of a provision for settlement negotiations with the EPA in respect of the Group’s former Energy Information business. Derecognition of previously recognised deferred tax assets of £nil (2022 £28.6 million) relates to UK tax losses no longer expected to be offset against future profits. The tax impact of current year tax losses not recognised/unrecognised tax losses utilised includes £3.5 million (2022 £27.9 million) in respect of current year UK tax losses not recognised following the large pension contributions made during 2022. Write off/disposal of subsidiaries and associates relates to the actual tax charge on disposals being lower than the book profit on sale at the statutory tax rate by £1.9 million (2022 £1.0 million higher than book profit). The numbers for the current and prior years include the impact on deferred tax of the enacted UK rate change from 19.0% to 25.0% with effect from 1 April 2023. This also includes the impact of the Income Statement movement in the deferred tax liability on the pensions surplus recognized at 35.0%. The adjustment in respect of prior years includes the reassessment of prior year items following the filing of tax returns, of which £nil (2022 £20.1 million credit) relates to a reduction of the tax charge on sale of the Insurance Risk segment in 2021. Adjusted tax on profits before amortisation and impairment of intangible assets and non‐recurring items (adjusted tax charge) amounted to a charge of £7.2 million (2022 £9.7 million) and the resulting effective rate is 17.7% (2022 24.8%). The differences between the tax credit/(charge) and the adjusted tax charge are shown in the reconciliation below: Total tax credit/(charge) on the loss for the year ‐ continuing and discontinued operations Share of tax in joint ventures and associates Deferred tax on amortisation and impairment of acquired intangible assets Current year losses not recognised Reassessment of temporary differences Tax on other gains and losses ‐ continuing and discontinued operations Tax on exceptional payments to pension schemes Tax on finance credit on pension schemes Tax on exceptional operating costs Effect of difference between UK statutory rate and deferred tax rate Tax on other adjusting items Adjusted tax charge on the loss for the year Year ended 30 September 2023 £m 4.4 (0.1) (1.5) 3.5 (2.3) ‐ ‐ 12.7 (23.2) (0.4) (0.3) (7.2) Year ended 30 September 2022 £m (65.5) (0.2) (1.6) 27.9 29.4 (20.1) 23.7 4.2 (4.4) (4.2) 1.1 (9.7) Note 7 (i) (ii) (iii) (iv) (v) 13 (i) (ii) (iii) (iv) (v) In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects of intangible assets (other than internally generated and acquired computer software), as the Group prefers to give users of its accounts a view of the tax charge based on the current status of such items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact. The tax impact of current year tax losses not recognised/unrecognised tax losses utilised includes £3.5 million (2022 £27.9 million) in respect of current year UK tax losses not recognised following the large pension contributions made during 2022. Reassessment of temporary differences includes the recognition of previously unrecognised deferred tax assets and the derecognition of previously recognised deferred tax assets of which £nil (2022 £29.4 million) relates to UK tax losses no longer expected to be offset against future profits. Tax on other gains and losses includes a tax credit of £nil (2022 £20.1 million) in respect of the sale of the Insurance Risk segment. The numbers include the impact on deferred tax of the enacted UK rate change from 19.0% to 25.0% with effect from 1 April 2023. 80 Financial Statements Financial Statements Notes to the accounts 12 Dividends Year ended 30 September 2023 Year ended 30 September 2023 Year ended 30 September 2022 Year ended 30 September 2022 Note Pence per share £m Pence per share Amounts recognisable as distributions to equity holders in the year Ordinary Shares ‐ final dividend for the year ended 30 September 2022 A Ordinary Non‐Voting Shares ‐ final dividend for the year ended 30 September 2022 Ordinary Shares ‐ final dividend for the year ended 30 September 2021 A Ordinary Non‐Voting Shares ‐ final dividend for the year ended 30 September 2021 Ordinary Shares ‐ interim dividend for the year ended 30 September 2023 A Ordinary Non‐Voting Shares ‐ interim dividend for the year ended 30 September 2023 Ordinary Shares ‐ interim dividend for the year ended 30 September 2022 A Ordinary Non‐Voting Shares ‐ interim dividend for the year ended 30 September 2022 Ordinary Shares ‐ special dividend for the year ended 30 September 2022 A Ordinary Non‐Voting Shares ‐ special dividend for the year ended 30 September 2022 Cazoo shares distributed in specie ‐ special dividend for the year ended 30 September 2022 (i) (i) (ii) (ii) (iii) (iii) (iv) (iv) 24, (iv) 3.8 3.8 ‐ ‐ ‐ 2.2 2.2 2.3 2.3 ‐ ‐ ‐ ‐ ‐ 0.7 8.0 ‐ ‐ 8.7 0.4 4.7 0.5 4.9 ‐ ‐ ‐ 10.5 19.2 ‐ ‐ 17.3 17.3 ‐ ‐ ‐ 2.8 2.8 568.0 568.0 82.8 ‐ ‐ £m ‐ ‐ 3.4 36.4 39.8 ‐ ‐ 0.5 5.8 113.0 1,197.3 109.8 1,426.4 1,466.2 (i) (ii) (iii) (iv) The Board declared a final dividend of £8.7 million (3.78 pence per Ordinary/A Ordinary Non‐Voting Share) at its meeting on 29 November 2022. This was subsequently paid on 3 April 2023. On 24 May 2023 the Board approved an interim dividend of £15.3 million (6.63 pence per Ordinary/A Ordinary Non‐Voting Share). This is payable in three equal instalments in July 2023, October 2023 and January 2024. The amounts payable in October 2023 and January 2024 will absorb an estimated £10.2 million of shareholders’ equity for which no liability has been recognised in these Consolidated Financial Statements. On 1 November 2022 the Board approved an interim dividend of £5.4 million (2.32 pence per Ordinary/A Ordinary Non‐Voting Share) for the year ended September 2022. This was paid on 2 November 2022. On 14 December 2021, a special dividend was declared to all DMGT shareholders with a record date of 16 December 2021. It was comprised of a cash element of £5.68 per share and a share element of approximately 0.5749 shares in Cazoo Group Ltd (Cazoo) per DMGT share. Settlement of the cash element of £1,310.3 million occurred on 30 December 2021 and settlement of the Cazoo share element of £109.8 million occurred on 24 June 2022. The Board declared a final dividend of 2.50 pence per Ordinary/A Ordinary Non‐Voting Share at its 28 November 2023 meeting (2022 3.78 pence). It will absorb an estimated £5.8 million (2022 £8.7 million) of shareholders’ equity for which no liability has been recognised in these Consolidated Financial Statements. 81 Daily Mail and General Trust plc Annual Report 2023 13 Adjusted profit (Loss)/profit before tax Profit on disposal of discontinued operations including recycled cumulative translation differences Adjust for: Amortisation of intangible assets in Group profit, including joint ventures and associates, arising on business combinations Impairment of goodwill and intangible assets arising on business combinations Exceptional operating costs/(income), impairment of internally generated and acquired computer software Share of joint ventures' and associates' other gains and losses Impairment of carrying value of joint ventures and associates Impairment of carrying value of loans to associates Other gains and losses: (Profit)/loss on disposal of property, plant and equipment Profit on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences Profit on disposal of discontinued operations including recycled cumulative translation differences Finance costs: Premium paid on options Finance income on defined benefit pension schemes Fair value movements including share of joint ventures and associates Hedge ineffectiveness Costs of hedging recycled on currency swap termination Upfront revolving credit facility fees Gain on bond redemption Tax: Share of tax in joint ventures and associates Adjusted profit before tax and non‐ controlling interests Adjusted tax charge Non‐controlling interests Adjusted profit after taxation and non‐ controlling interests 3 3 7 7 7 8 8 18 10 10 10 10 10 10 10 7, 11 11 (i) Year ended 30 September 2023 Total £m (0.1) ‐ Note 3 18 3, 7 12.6 8.4 Year ended 30 September 2023 Discontinued operations (Note 18) £m 12.5 Year ended 30 September 2023 Year ended 30 September 2022 Continuing operations £m (12.6) Total £m (71.3) Year ended 30 September 2022 Discontinued operations (Note 18) £m (11.2) Year ended 30 September 2022 Continuing operations £m (60.1) ‐ ‐ ‐ ‐ 2.7 2.7 ‐ 12.6 11.4 8.4 9.3 ‐ ‐ 11.4 9.3 71.9 (12.5) 84.4 91.1 11.2 79.9 (0.1) 17.5 ‐ (7.8) (18.2) ‐ ‐ (42.7) 4.0 (1.9) ‐ ‐ (3.0) 0.1 40.7 (7.2) 1.5 35.0 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (0.1) 17.5 ‐ (0.1) 30.7 8.2 (7.8) 0.8 (18.2) (31.6) ‐ ‐ ‐ ‐ ‐ (0.1) 30.7 8.2 0.8 (31.6) ‐ ‐ (42.7) 4.0 (1.9) ‐ ‐ (3.0) 0.1 40.7 (7.2) 1.5 35.0 (2.7) (2.7) ‐ 7.2 (11.9) (11.1) 4.9 (0.3) 1.8 ‐ 0.2 39.3 (9.7) 0.2 29.8 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 7.2 (11.9) (11.1) 4.9 (0.3) 1.8 ‐ 0.2 39.3 (9.7) 0.2 29.8 (i) The adjusted non‐controlling interests’ share of losses for the year of £1.5 million (2022 £0.2 million) is stated after eliminating a credit of £0.3 million (2022 £0.1 million), being the non‐controlling interests’ share of adjusting items. 82 Financial Statements Financial Statements Notes to the accounts 14 EBITDA and cash generated from/(used in) operations Continuing operations Adjusted operating profit Non‐exceptional depreciation charge on property, plant and equipment Non‐exceptional depreciation charge on right of use assets Amortisation of internally generated and acquired computer software not arising on business combinations Operating losses from joint ventures and associates Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates Dividend income EBITDA Adjustments for: Share‐based payments Loss on disposal of lease liability re right to use assets Share of losses from joint ventures and associates Exceptional operating costs Non‐cash pension past service cost/(credit) Dividend income Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates Increase in inventories Decrease/(increase) in trade and other receivables (Decrease)/increase in trade and other payables (Decrease)/increase in provisions Additional payments into pension schemes Receipt in respect of prior period pension payment Cash generated from/(used in) operations Note 3 3, 21 3, 22 3, 20 7 9 37 7 3 3 9 (i) 33 37 Year ended 30 September 2023 £m Year ended 30 September 2022 £m 54.6 11.2 14.5 2.8 (1.7) 0.4 1.9 83.7 ‐ (0.2) 1.7 (71.9) 65.3 (1.9) (0.4) (21.5) 94.9 (17.6) (23.1) ‐ 4.0 113.0 58.8 16.3 13.8 4.3 (5.9) 0.4 1.8 89.5 58.8 (0.1) 5.9 (91.1) (17.8) (1.8) (0.4) (9.0) (38.2) 37.0 10.4 (412.9) ‐ (369.7) (i) During the year the Group sold certain UK trade receivables in the Consumer Media segment to MUFG Bank Ltd, London Branch (the Bank). The terms of this sale resulted in substantially all of the risks and rewards associated with these trade receivables being transferred from the Group. Accordingly, in accordance with IFRS 9 these trade receivables were derecognised resulting in a one‐off reduction in working capital of approximately £52.0 million. 83 Daily Mail and General Trust plc Annual Report 2023 15 Analysis of net debt Note 28 28, 31 31, (i) 31, (i) 31 31, (i) 27 Cash and cash equivalents Bank overdrafts Net cash and cash equivalents Debt due within one year Lease liabilities Debt due after one year Bonds Loan notes Lease liabilities Net debt before effect of derivatives Effect of derivatives Collateral deposits Net debt at closing exchange rate Net debt at average exchange rate At 1 October 2022 £m 53.0 (0.7) 52.3 (7.3) (194.6) ‐ (21.5) (171.1) (16.0) 5.1 (182.0) (173.7) On acquisition of subsidiaries (Note 16) £m ‐ ‐ ‐ (0.3) ‐ ‐ ‐ (0.3) ‐ ‐ (0.3) Cash flow £m 23.1 ‐ 23.1 8.2 46.8 (1.4) ‐ 76.7 ‐ (3.2) 73.5 Foreign exchange movements £m (4.5) ‐ (4.5) Other non‐cash movements (i) £m ‐ ‐ At 30 September 2023 £m 71.6 (0.7) ‐ 70.9 0.6 ‐ ‐ 1.0 (2.9) 4.4 ‐ 1.5 (10.9) (9.7) 2.3 ‐ 2.1 (6.5) ‐ ‐ (6.5) (145.5) (1.4) (18.4) (104.1) (11.6) 1.9 (113.8) (112.6) The net cash inflow of £23.1 million (2022 outflow of £1,721.9 million) includes a cash outflow of £31.3 million (2022 £70.3 million) in respect of operating exceptional items. (i) Other non‐cash movements include the unwinding of bond issue discount and amortisation of bond issue costs amounting to £0.1 million (2022 £0.1 million), amortisation relating to the terminated bond fair value hedge amounting to £0.8 million (2022 £0.3 million), gain on bond redemption of £3.2 million (2022 £nil), £1.0 million (2022 £0.9 million) finance charges relating to IFRS 16 Leases and £9.0 million (2022 £8.1 million) in relation to new lease commitments. 84 Financial Statements Financial Statements Notes to the accounts 16 Summary of the effects of the acquisition In January 2023 the Group acquired an additional 28.7% stake in Yopa Property Ltd (Yopa), for cash consideration of £1.6 million. Total consideration, including the fair value of the Group’s previously held 45.3% interest amounted to £4.7 million. Yopa contributed £13.2 million to the Group’s revenue, reduced the Group’s operating profit by £3.6 million and reduced the Group’s profit after tax by £3.5 million. If the acquisition had been completed on the first day of the financial year, Yopa would have contributed £17.5 million to the Group’s revenue, reduced the Group’s operating profit by £5.6 million and reduced the Group’s profit after tax by £5.2 million. Acquisition‐related costs, amounting to £0.1 million, have been charged against profits for the period in the Consolidated Income Statement. Provisional fair value of net assets acquired with the acquisition: Goodwill Intangible assets Right of use assets Trade and other receivables Cash and cash equivalents Trade and other payables Lease liabilities Provisions Deferred tax Net assets/(liabilities) acquired Non‐controlling interest share of net assets acquired Group share of net assets/(liabilities) acquired Note 19, (i) 20 22 15 34 35 38 Book value £m ‐ ‐ 0.2 1.5 3.5 (5.8) (0.3) (0.1) ‐ (1.0) 0.2 (0.8) (i) The amount of goodwill which is deductible for the purposes of calculating the Group’s tax charge is £nil. Cost of the acquisition: Cash paid in current year Fair value of investment in associate on acquisition of control Total consideration at fair value Fair value at acquisition £m 2.8 5.5 ‐ ‐ ‐ ‐ ‐ ‐ (1.4) 6.9 (1.4) 5.5 Note 23 Total £m 2.8 5.5 0.2 1.5 3.5 (5.8) (0.3) (0.1) (1.4) 5.9 (1.2) 4.7 Total £m 1.6 3.1 4.7 Reconciliation to purchase of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement: Cash consideration Cash paid to settle contingent consideration in respect of acquisitions Cash and cash equivalents acquired with subsidiaries Purchase of businesses and subsidiary undertakings Note 32, 34, (i) Year ended 30 September 2023 £m 1.6 ‐ (3.5) (1.9) Year ended 30 September 2022 £m 0.3 1.2 ‐ 1.5 (i) Cash paid to settle contingent consideration in respect of acquisitions includes £nil (2022 £0.5 million) within the Property Information segment and £nil (2022 £0.7 million) within the Events and Exhibitions segment. 85 Daily Mail and General Trust plc Annual Report 2023 17 Summary of the effects of disposals Reconciliation to disposal of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement: Cash consideration net of disposal costs ‐ continuing operations Cash consideration net of disposal costs ‐ discontinued operations Cash consideration received in the current year relating to businesses sold in the prior year Proceeds on disposal of businesses and subsidiary undertakings Year ended 30 September 2023 £m ‐ ‐ 17.3 17.3 Year ended 30 September 2022 £m 5.7 2.0 ‐ 7.7 In the current year this relates to unprovided contingent consideration received in relation to a prior period disposal of On‐Geo Gmbh in the Property Information segment. In the prior year, the Group disposed of Landmark Insurance, a division of Landmark Information Group Ltd within the Group’s Property Information segment for net proceeds of £4.8 million. The businesses disposed of during the prior year absorbed £0.1 million of the Group’s net operating cash flows, contributed £nil in respect of investing activities and paid £nil in respect of financing activities. There is no tax in relation to these disposals. 86 Financial Statements Financial Statements Notes to the accounts 18 Discontinued operations On 26 August 2019, the Group announced the sale of its Energy Information segment to Verisk Analytics, Inc. which completed on 5 November 2019 following the completion of customary closing conditions. On 5 August 2021, the Group announced the sale of its Insurance Risk segment to Moody’s Corporation which completed on 15 September 2021 following the completion of customary closing conditions. The Group’s Consolidated Income Statement includes the following results from discontinued operations: Exceptional operating income/(costs) Profit/(loss) before tax attributable to discontinued operations Profit on disposal of discontinued operations Tax credit on profit on disposal of discontinued operations Profit/(loss) attributable to discontinued operations Note 3, 13, (i) 3, 13 11 Energy Information £m 12.5 12.5 ‐ ‐ 12.5 Year ended 30 September 2023 £m 12.5 12.5 ‐ ‐ 12.5 Insurance Risk £m ‐ ‐ 2.7 20.1 22.8 Energy Information £m (11.2) (11.2) ‐ ‐ (11.2) Year ended 30 September 2022 £m (11.2) (11.2) 2.7 20.1 11.6 (i) The Group’s Energy Information business (Genscape) provided a third‐party auditor service verifying Renewable Identification Numbers (RINs) for renewable fuel production activities in the US, as part of the Renewable Fuel Standard Quality Assurance Program (Program), a regulatory program administered by the US Environmental Protection Agency (EPA). Following discovery and self‐reporting to the EPA by Genscape of potential fraudulent RINs generated by two companies unconnected with DMGT but verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third‐party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in connection with the broader scheme to generate RINs. EPA regulations for the audit Program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the 2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, based on the then‐prevailing market rates, subject to a reservation of rights. The EPA regulations allow for situations where the cap does not apply ‐ including fraud, auditor error and negligence. The EPA has not alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, the EPA found grounds for auditor error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified. In July 2019, Genscape filed a petition for review with the Sixth Circuit Court of Appeals and a motion to stay the EPA’s order to replace the 69.2 million RINs which was accepted for the duration of Genscape’s petition for review. Following the sale of Genscape to Verisk, DMGT plc remained responsible for any costs, claims or awards and all settlement negotiations with the EPA. During the prior year agreement was reached with the EPA whereby DMGT plc, without admitting any wrongdoing, agreed to replace and cancel 24.0 million RINs over a four‐year period. Accordingly, during the current year, the Group acquired and cancelled 6.0 million RINs for US$9.5 million (£7.6 million) and contracted to acquire the remaining 18.0 million RINs for US$20.3 million (£16.6 million) resulting in a provision release of £12.5 million. Consistent with previous periods this release is shown as an exceptional operating item within discontinued operations. No deferred tax asset has been recognised in respect of the provision as no tax deduction is available for the cost of acquiring the RINs. Cash flows associated with discontinued operations comprise operating cash outflows of £nil (2022 £nil), investing cash outflows of £5.4 million (2022 £2.2 million) and financing cash outflows of £nil (2022 £nil). 87 Daily Mail and General Trust plc Annual Report 2023 19 Goodwill Cost At 1 October 2021 Additions Transfer from other intangible assets At 30 September 2022 Additions from business combinations Exchange adjustment At 30 September 2023 Accumulated impairment losses At 1 October 2021 Impairment At 30 September 2022 Impairment At 30 September 2023 Net book value – 2021 Net book value – 2022 Net book value – 2023 Note 3 20 3, 16 Goodwill £m 254.0 0.2 2.0 256.2 2.8 0.1 259.1 Note Goodwill £m 3 3 45.9 8.8 54.7 8.4 63.1 208.1 201.5 196.0 The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. Recoverable amounts have been determined using value in use calculations in accordance with IAS 36, Impairment of Assets. The discount rates and long‐term growth rates used in the value in use calculations for CGUs with goodwill and intangible assets with a total carrying value greater than £10.0 million are as follows: At 30 September 2023 CGU Property Information The 'i' Goodwill The 'i' Masthead New Scientist Goodwill New Scientist Brand New Scientist Customer Relations At 30 September 2022 CGU Property Information The 'i' Goodwill The 'i' Masthead New Scientist Goodwill New Scientist Brand New Scientist Customer Relations Methodology Value in use Value in use Value in use Value in use Value in use Value in use Segment Property Information Consumer Media Consumer Media Consumer Media Consumer Media Consumer Media Methodology Value in use Value in use Value in use Value in use Value in use Value in use Segment Property Information Consumer Media Consumer Media Consumer Media Consumer Media Consumer Media Intangible asset £m 13.4 ‐ 23.5 ‐ 18.7 10.4 66.0 Intangible asset £m 18.3 ‐ 27.3 ‐ 20.4 11.0 77.0 Goodwill £m 141.2 8.9 ‐ 29.5 ‐ ‐ 179.6 Goodwill £m 141.1 8.9 ‐ 37.9 ‐ ‐ 187.9 Pre‐tax discount rate 15.47% to 16.65% 14.01% 14.01% 14.01% 14.01% 14.01% Pre‐tax discount rate 15.47% to 17.19% 14.31% 14.31% 14.31% 14.31% 14.31% Long‐term growth/(decline) rate 2.0% (3.0%) (3.0%) 2.0% 2.0% 2.0% Long‐term growth/(decline) rate 2.0% (3.0%) (3.0%) 2.0% 2.0% 2.0% Goodwill impairment losses recognised in the year amounted to £8.4 million relating to New Scientist in the Consumer Media segment following a further reduced long‐term forecast. There is a tax charge of £nil associated with these impairment charges. 88 Financial Statements Financial Statements Notes to the accounts In the prior year, the Group recognised goodwill impairment losses amounting to £8.5 million relating to New Scientist in the Consumer Media segment following a reduced forecast and £0.3 million relating to IPE in the Events and Exhibitions segment following a reduced forecast given the continued uncertainty caused by the Covid‐19 pandemic. There was a tax charge of £nil associated with these impairment charges. The Group’s policy on impairment of goodwill is set out in Note 2. In accordance with paragraph 134 of IAS 36, further disclosures have been provided in relation to New Scientist and The ‘i’ where reasonably possible changes in the key assumptions would result in an increased impairment charge. The New Scientist CGU within the Consumer Media segment holds goodwill with a carrying value of £29.5 million (2022 £37.9 million) together with intangible assets with a carrying value of £29.1 million (2022 £31.4 million). The carrying value of the New Scientist CGU has been determined using a value in use calculation in line with IAS 36. The methodology applied to the value in use calculations reflects past experience and external sources of information including: (i) cash flows for the business for the following year derived from budgets for 2024. The Directors believe these to be reasonably achievable; (ii) subsequent cash flows for four additional years increased in line with growth expectations of the business; (iii) cash flows beyond the five‐year period extrapolated using a long‐term nominal growth rate of 2.0%; and (iv) a pre‐tax discount rate of 14.01%. For this business the Directors have performed a sensitivity analysis on the total carrying value of the CGU. If the discount rate increased by 1.0% the impairment charge would increase by £6.6 million; if the long‐term growth rate decreased by 1.0% the impairment charge would increase by £5.1 million; and if the business missed budget by 10.0% the impairment charge would increase by £5.9 million. The ‘i’ within the Group’s Consumer Media segment, holds goodwill with a carrying value of £8.9 million (2022 £8.9 million) together with intangible assets with a carrying value of £23.5 million (2022 £27.3 million). The carrying value of The ‘i’ has been determined using a value in use calculation in line with IAS 36. The methodology applied to the value in use calculations reflects past experience and external sources of information including: (i) cash flows for the business for the following year derived from budgets for 2024. The Directors believe these to be reasonably achievable; (ii) subsequent cash flows for four additional years increased in line with growth expectations of the business; (iii) cash flows beyond the five‐year period extrapolated using a long‐term nominal growth rate of ‐3.0%; and (iv) a pre‐tax discount rate of 14.01%. Using the above methodology, the recoverable amount exceeded the total carrying value by £5.7 million (2022 £15.2 million). For this business the Directors performed a sensitivity analysis on the total carrying value of the CGU. For the recoverable amount to be equal to the carrying value the discount rate would need to be increased by 2.24% to 12.74% (2022 by 5.68% to 14.62%), the long‐term growth rate would need to decline by ‐3.77% to ‐6.77% (2022 by ‐11.96% to ‐14.96%), or the CGU would need to miss budget by 38.26% (2022 27.53%). As discussed in the Energy and Carbon Reporting section of the Directors’ Report, two climate‐change scenarios have been used to consider the possible risks that could result from climate change and adversely affect the Group’s CGUs over different timescales. The first scenario covers a base case where governments, companies and individuals act quickly and are very successful in reducing emissions and limiting climate change. The extensive actions taken result in a raft of transition factors as government policy, markets, technology, preferences and behaviours all change. As a result of these swift and effective actions, the chronic and acute physical impacts of climate change are relatively limited. This scenario is based on the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway (RCP) 2.6. It also incorporates the International Energy Agency’s Announced Pledges Scenarios (APS). The scenario assumes that all aspirational targets announced by the UK government are met on time and in full, including the long‐term target of net zero by 2050, energy access goals and other national pledges. The APS includes all recent major national announcements for 2030 targets and longer‐term net zero targets in legislation or in updated Nationally Determined Contributions (NDCs). The APS assumes that the UK fully implements the national targets to 2030 and 2050. RCP 2.6 assumes a global temperature increase, relative to pre‐industrial levels, of around 1.5 to 1.8°C by 2100. The second scenario covers a worst case and is based on the IPCC’s RCP 8.5 pathway, which assumes a global temperature increase, relative to pre‐industrial levels, of around 4.3°C by 2100. Under this scenario, it is assumed that no carbon reduction measures are taken and, consequently, there are no transition factors to consider. This scenario assumes severe impacts on ecosystems, increased frequency and intensity of extreme weather events, rising sea levels, and other extreme adverse physical effects of climate change. Taking into account transition factors, as well as the physical impacts of climate change, an assessment was performed of the likelihood of the risks crystalising and the impact if they were to do so. This informed a review of the Group's resilience under the two climate‐change scenarios. It was concluded that the Events and Exhibitions segment and Consumer Media segment’s print products are the most susceptible to the physical impacts of climate change, as well as to actions taken to prevent it, but that any adverse effects are likely to be sufficiently limited as to not impact the conclusions of the impairment tests. 89 Daily Mail and General Trust plc Annual Report 2023 This conclusion was based on the Group’s relatively low value goodwill and intangible assets, combined with significant value in use headroom, the ongoing migration of print to digital products combined with the Group’s entrepreneurial culture which encourages innovation. It is expected that the products and services offered by the Group, as well as the revenue models used to monetise them, will continue to evolve with the changing landscape of transition factors and physical impacts. 20 Other intangible assets Cost At 1 October 2021 Transfer to goodwill Internally generated Disposals Exchange adjustment At 30 September 2022 Additions from business combinations Other additions Internally generated Exchange adjustment At 30 September 2023 Accumulated amortisation At 30 September 2021 Re‐presentation Re‐presented at 1 October 2021 Charge for the year as re‐presented Impairment Disposals Exchange adjustment At 30 September 2022 Charge for the year Exchange adjustment At 30 September 2023 Net book value – 2021 Net book value – 2022 Net book value – 2023 Note 19 3 3, 16 3 3 Note (i) 3, (i) 3 3 Publishing rights, mastheads and titles £m 105.6 ‐ ‐ ‐ ‐ 105.6 ‐ ‐ ‐ ‐ 105.6 Publishing rights, mastheads and titles £m 67.5 7.0 74.5 3.8 ‐ ‐ ‐ 78.3 3.8 ‐ 82.1 38.1 27.3 23.5 Market‐ and customer‐related databases and customer relationships £m Computer software (ii) £m 88.0 (2.0) ‐ ‐ 1.7 87.7 ‐ ‐ ‐ (0.9) 86.8 70.8 ‐ 4.3 (0.1) 2.6 77.6 ‐ 0.3 2.8 (1.2) 79.5 Market‐ and customer‐ related databases and customer relationships £m Computer software (ii) £m 63.2 ‐ 63.2 4.5 0.1 ‐ 1.6 69.4 5.3 (0.9) 73.8 24.8 18.3 13.0 57.8 ‐ 57.8 5.0 ‐ (0.1) 2.6 65.3 3.2 (1.1) 67.4 13.0 12.3 12.1 Brands £m 50.3 ‐ ‐ ‐ 2.3 52.6 5.5 ‐ ‐ (1.3) 56.8 Brands £m 33.2 (7.0) 26.2 2.3 0.4 ‐ 2.2 31.1 3.0 (1.4) 32.7 17.1 21.5 24.1 Other £m 0.1 ‐ ‐ ‐ ‐ 0.1 ‐ ‐ ‐ ‐ 0.1 Other £m 0.1 ‐ 0.1 ‐ ‐ ‐ ‐ 0.1 ‐ ‐ 0.1 ‐ ‐ ‐ Total £m 314.8 (2.0) 4.3 (0.1) 6.6 323.6 5.5 0.3 2.8 (3.4) 328.8 Total £m 221.8 ‐ 221.8 15.6 0.5 (0.1) 6.4 244.2 15.3 (3.4) 256.1 93.0 79.4 72.7 Impairment losses recognised in the prior year amounted to £0.5 million relating to Plastex in the Events and Exhibitions segment following a reduced forecast given the continued uncertainty caused by the Covid‐19 pandemic. There was a tax credit of £0.1 million associated with this impairment charge. 90 Financial Statements Financial Statements Notes to the accounts (i) (ii) The Group has re‐presented the breakdown of amortisation in the table above, relating to publishing rights acquired with The 'i', to correct the analysis of the balances as at 30 September 2022. Computer software includes purchased and internally generated intangible assets, not arising on business combinations, as follows: Cost At 1 October 2021 Additions Exchange adjustment At 30 September 2022 Additions Exchange adjustment At 30 September 2023 Accumulated amortisation At 1 October 2021 Charge for the year Exchange adjustment At 30 September 2022 Charge for the year Exchange adjustment At 30 September 2023 Net book value – 2021 Net book value – 2022 Net book value – 2023 Note £m 3 3 3 3 60.0 4.3 2.2 66.5 3.1 (1.0) 68.6 48.9 4.3 2.2 55.4 2.8 (1.1) 57.1 11.1 11.1 11.5 The following table analyses intangible assets in the course of construction included in the internally generated intangibles above, on which no amortisation has been charged in the year since they have not been brought into use. Cost At 1 October 2021 Additions Projects completed At 30 September 2022 Additions Projects completed At 30 September 2023 £m 6.0 4.3 (2.6) 7.7 2.4 (3.2) 6.9 The methodologies applied to the Group’s CGUs when testing for impairment and details of the above impairment charge are set out in Note 2. The Group’s largest intangible assets with a carrying value greater than £10.0 million are further analysed as follows: The 'i' Masthead New Scientist Brand New Scientist Customer Relations At 30 September 2023 Carrying value £m 23.5 18.7 10.4 At 30 September 2022 Carrying value £m 27.3 20.4 11.0 At 30 September 2023 Remaining amortisation period Years 6.2 12.4 12.4 At 30 September 2022 Remaining amortisation period Years 7.2 13.4 13.4 Segment Consumer Media Consumer Media Consumer Media 91 Daily Mail and General Trust plc Annual Report 2023 21 Property, plant and equipment Cost At 1 October 2021 Additions Disposals Transfers from Right of use assets Exchange adjustment At 30 September 2022 Additions Disposals Exchange adjustment At 30 September 2023 Accumulated depreciation and impairment At 1 October 2021 Charge for the year Disposals Transfers from Right of use assets Exchange adjustment At 30 September 2022 Charge for the year Disposals Exchange adjustment At 30 September 2023 Net book value – 2021 Net book value – 2022 Net book value – 2023 Note 3 22 3 Note 3 22 3 Freehold properties £m Short leasehold properties £m Plant, equipment and other £m 41.2 ‐ ‐ 1.5 ‐ 42.7 ‐ (1.4) ‐ 41.3 1.9 0.8 ‐ ‐ ‐ 2.7 0.1 ‐ 0.1 2.9 243.6 9.1 (2.9) 0.2 2.7 252.7 5.5 (0.7) (1.3) 256.2 Freehold properties £m Short leasehold properties £m Plant, equipment and other £m 20.6 1.5 ‐ ‐ ‐ 22.1 0.3 ‐ ‐ 22.4 20.6 20.6 18.9 1.4 0.3 ‐ ‐ ‐ 1.7 0.2 ‐ ‐ 1.9 0.5 1.0 1.0 209.3 14.5 (1.8) 0.2 1.9 224.1 10.7 (0.7) (1.1) 233.0 34.3 28.6 23.2 Total £m 286.7 9.9 (2.9) 1.7 2.7 298.1 5.6 (2.1) (1.2) 300.4 Total £m 231.3 16.3 (1.8) 0.2 1.9 247.9 11.2 (0.7) (1.1) 257.3 55.4 50.2 43.1 92 Financial Statements Financial Statements Notes to the accounts 22 Right of use assets Cost At 1 October 2021 Additions Disposals Transfers to freehold properties and plant and equipment Exchange adjustment At 30 September 2022 Owned by subsidiaries acquired Additions Disposals Exchange adjustment At 30 September 2023 Accumulated depreciation At 1 October 2021 Charge for the year Disposals Transfers to freehold properties and plant and equipment Exchange adjustment At 30 September 2022 Charge for the year Disposals Exchange adjustment At 30 September 2023 Net book value ‐ 2021 Net book value ‐ 2022 Net book value ‐ 2023 Note 3 21 3, 16 3 Note 3 21 3, (i) Leasehold properties £m Plant and equipment £m 56.6 10.6 (3.4) (1.5) 4.3 66.6 0.2 16.4 (24.3) (2.2) 56.7 3.0 0.6 (0.5) (0.2) ‐ 2.9 ‐ 2.3 (1.1) ‐ 4.1 Leasehold properties £m Plant and equipment £m 23.5 13.0 (1.6) ‐ 1.8 36.7 13.6 (23.6) (1.0) 25.7 33.1 29.9 31.0 1.4 0.8 (0.5) (0.2) ‐ 1.5 0.9 (0.9) ‐ 1.5 1.6 1.4 2.6 Total £m 59.6 11.2 (3.9) (1.7) 4.3 69.5 0.2 18.7 (25.4) (2.2) 60.8 Total £m 24.9 13.8 (2.1) (0.2) 1.8 38.2 14.5 (24.5) (1.0) 27.2 34.7 31.3 33.6 (i) As well as including, in accordance with IFRS 16, charges in respect of right of use assets resulting from future obligations under lease contracts, the depreciation charge includes £3.9 million (2022 £nil) resulting from cumulative capital expenditure of £13.1 million (2022 £3.2 million). 93 Daily Mail and General Trust plc Annual Report 2023 23 Investments in joint ventures and associates Joint ventures At 1 October 2021 Share of retained reserves Dividends received At 30 September 2022 Additions ‐ cash Share of retained reserves Dividends received At 30 September 2023 Note Cost of shares £m Share of post‐ acquisition retained reserves £m 7 (i) 7 (i) ‐ ‐ ‐ ‐ 0.1 ‐ ‐ 0.1 1.7 0.7 (1.1) 1.3 ‐ 0.5 (0.5) 1.3 Total £m 1.7 0.7 (1.1) 1.3 0.1 0.5 (0.5) 1.4 (i) During the current year, the Group received dividends from Decision First Ltd. During the prior year, the Group received dividends from Decision First Ltd and PointX Ltd, both in the Property Information segment. Summary aggregated financial information for the Group’s joint ventures, extracted on a 100% basis from the joint ventures’ own financial information, is set out below: Year ended 30 September 2023 Property Information At 30 September 2023 Property Information Year ended 30 September 2022 Property Information At 30 September 2022 Property Information Revenue £m 4.5 Operating profit £m 1.2 Total expenses £m (3.5) Profit for the year £m 1.0 Total comprehensive income £m 1.0 Non‐current assets £m 0.2 Current assets £m 3.8 Total assets £m 4.0 Current liabilities £m (1.5) Total liabilities £m (1.5) Net assets £m 2.5 Revenue £m 4.6 Operating profit £m 1.7 Total expenses £m (3.2) Profit for the year £m 1.4 Total comprehensive income £m 1.4 Non‐current assets £m 0.3 Current assets £m 3.6 Total assets £m 3.9 Current liabilities £m (1.3) Total liabilities £m (1.3) Net assets £m 2.6 At 30 September 2023 the Group's joint ventures had capital commitments amounting to £nil (2022 £nil). There were no material contingent liabilities (2022 none). Information on all joint ventures: Unlisted PointX Ltd (incorporated and operating in the UK) Decision First Ltd (incorporated and operating in the UK) DMG & KAOUN FZCo (incorporated and operating in the UAE) Northprint Manchester Ltd (incorporated in the UK) Segment Principal activity Year ended Description of holding Group interest % Property Information Property Information Events and Exhibitions Provider of a points of interest database covering Great Britain Developer of technology links to allow communication between mortgage lenders and service providers Provider of hotel and hospitality events 31 March 2023 Ordinary B 50.0 31 December 2022 30 September 2023 Ordinary 50.0 Ordinary 50.0 Consumer Media Dormant company 31 March 2023 Ordinary 50.0 94 Financial Statements Financial Statements Notes to the accounts Associates At 1 October 2021 Additions ‐ cash Additions ‐ non cash Share of retained reserves Dividends received Impairment Transfer to financial assets at fair value through Other Comprehensive Income Disposals Exchange adjustment At 30 September 2022 Additions ‐ cash Additions ‐ non cash Share of retained reserves Dividends received Impairment Transfer to investment in subsidiaries Gain on revaluation of associate Disposals Exchange adjustment At 30 September 2023 Note Cost of shares £m Share of post‐ acquisition retained reserves £m (i) (ii) 7 (iii) 7 24 (iv) (v) (vi) 7 (vii) 7 16, (viii) 8 (ix) 109.7 3.4 0.3 ‐ ‐ (30.7) (0.3) (0.3) 0.5 82.6 1.9 1.0 ‐ ‐ (17.5) (3.1) 1.7 (17.3) (0.1) 49.2 (40.5) ‐ ‐ (7.1) (0.1) ‐ ‐ 0.3 (0.5) (47.9) ‐ ‐ (2.4) (0.1) ‐ ‐ ‐ 17.1 0.2 (33.1) Total £m 69.2 3.4 0.3 (7.1) (0.1) (30.7) (0.3) ‐ ‐ 34.7 1.9 1.0 (2.4) (0.1) (17.5) (3.1) 1.7 (0.2) 0.1 16.1 The cumulative unrecognised share of losses of the Group’s associates principally comprises £11.0 million (2022 £14.5 million) in relation to the Group’s investment in Independent Television News Ltd (ITN) and £20.8 million (2022 £21.8 million) in relation to Excalibur Holdco Ltd (Excalibur). Joint ventures and associates have been accounted for under the equity method using unaudited financial information for the year ended 30 September 2023. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) During the prior year cash additions relate to additions in Bloobloom Ltd and Quick Move Ltd, all held centrally. During the prior year non‐cash additions relate to additions in Quick Move Ltd held centrally and settled with media credits and accrued interest. During the prior year the Group received dividends from Whereoware, LLC in the Events and Exhibitions segment. During the prior year the Group disposed of its investment in Entale Media Ltd and iProf Learning Solutions, all held centrally. Cash additions during the year relate to Quick Move Ltd and Yopa Property Ltd (Yopa), all held centrally and What on Earth Magazines Ltd in the Consumer Media segment. Non‐cash additions during the year relate to Quick Move Ltd and Yopa, all held centrally and What on Earth Magazines Ltd in the Consumer Media segment. They were settled with media credits and accrued interest. During the year the Group received dividends from Whereoware, LLC in the Events and Exhibitions segment. During the year the Group increased its interest in Yopa to 74.0% and Yopa is now a subsidiary. During the year the Group disposed of its investment in Factory 14 S.a.r.l, held centrally. Summary aggregated financial information for the Group’s associates, extracted on a 100% basis from the associates’ own financial information is set out below: 95 Daily Mail and General Trust plc Annual Report 2023 Year ended 30 September 2023 Events and Exhibitions Consumer Media Centrally held At 30 September 2023 Consumer Media Centrally held Year ended 30 September 2022 Events and Exhibitions Centrally held At 30 September 2022 Centrally held Revenue £m 0.7 0.2 273.6 274.5 Operating (loss)/profit £m 0.6 (0.1) (14.0) (13.5) Total expenses £m (0.1) (0.3) (270.0) (270.4) Profit/(loss) for the year £m 0.6 (0.1) 3.6 4.1 Other comprehensive income £m ‐ ‐ 12.9 12.9 Total comprehensive income/(expense) £m 0.6 (0.1) 16.5 17.0 Non‐current assets £m ‐ 82.9 82.9 Current assets £m 0.5 172.2 172.7 Total assets £m 0.5 255.1 255.6 Current liabilities £m (0.1) (139.4) (139.5) Non‐current liabilities £m ‐ (321.7) (321.7) Total liabilities £m (0.1) (461.1) (461.2) Net (liabilities)/assets £m 0.4 (206.0) (205.6) Revenue Operating profit Total expenses (Loss)/profit for the year Other comprehensive income Total comprehensive (expense)/income £m 0.9 187.5 188.4 £m 0.8 33.3 34.1 £m (0.1) (225.3) (225.4) £m 0.8 (37.8) (37.0) £m ‐ 35.4 35.4 £m 0.8 (3.3) (2.5) Non‐current assets £m 47.3 Current assets Total assets £m 143.9 £m 191.2 Current liabilities £m (103.1) Non‐current liabilities £m (236.9) Total liabilities Net liabilities £m (340.0) £m (148.8) At 30 September 2023 the Group’s associates had capital commitments amounting to £nil (2022 £nil). There were no material contingent liabilities (2022 none). Summary financial information for Excalibur, ITN and Kortext Ltd (Kortext), extracted on a 100% basis from their latest and previous years’ financial statements is set out below: Revenue Depreciation and amortisation Profit/(loss) from continuing operations Share of results in joint ventures and associates Interest expense Tax charge/(credit) Post tax (loss)/profit from operations Other comprehensive income/(expense) Total comprehensive (expense)/income Non‐current assets Cash and cash equivalents Other current assets Total assets Current liabilities Non‐current liabilities Total liabilities Net (liabilities)/assets Excalibur Year ended 2 October 2022 Excalibur Year ended 3 October 2021 ITN Year ended 31 December 2022 ITN Year ended 31 December 2021 Kortext Year ended 30 June 2022 Kortext Year ended 30 June 2021 56.8 (11.1) (3.5) ‐ (6.6) (0.4) (10.5) 0.1 (10.4) £m 54.6 (11.2) (3.0) ‐ (9.5) 0.2 (12.3) (0.1) (12.4) £m 164.4 (2.3) 12.3 0.1 (3.4) (2.4) 6.6 12.9 19.5 £m 126.1 (2.2) 6.7 (0.1) (3.3) 1.6 4.9 35.5 40.4 £m 21.3 (2.0) (2.5) ‐ ‐ 2.2 (0.3) ‐ (0.3) £m 16.9 (1.9) (1.3) ‐ (0.1) 0.1 (1.3) ‐ (1.3) At 2 October 2022 At 3 October 2021 At 30 December 2022 At 30 December 2021 At 30 June 2022 At 30 June 2021 £m 30.6 10.0 4.8 45.4 (32.3) (106.7) (139.0) (93.6) £m 40.2 20.1 3.8 64.1 (35.1) (112.2) (147.3) (83.2) 96 £m 30.9 20.4 40.1 91.4 (44.7) (105.9) (150.6) (59.2) £m 35.4 29.5 20.6 85.5 (38.9) (125.3) (164.2) (78.7) £m 6.7 19.9 4.3 30.9 (10.1) ‐ (10.1) 20.8 £m 4.9 22.2 4.1 31.2 (10.6) ‐ (10.6) 20.6 Financial Statements Financial Statements Notes to the accounts Information on all associates: Unlisted Excalibur Holdco Ltd (incorporated and operating in the UK) Funcent DMG Information Technology Hong Kong Company Ltd (incorporated and operating in Hong Kong) Independent Television News Ltd (incorporated and operating in the UK) Whereoware, LLC (incorporated in the USA) Propstack Services Private Ltd (incorporated and operating in India) Quick Move Ltd (incorporated and operating in the UK) Kortext Ltd (incorporated and operating in the UK) Bloobloom Ltd (incorporated and operating in the UK) What On Earth Magazines Ltd (incorporated and operating in the UK) Conveyancing Information Executive Ltd (incorporated and operating in the UK) Liases Foras Real Estate Rating and Research Private Ltd (incorporated and operating in India) RLTO Ltd (incorporated and operating in the UK) Segment Principal activity Year ended Centrally held Operator of online discount businesses Centrally held Provider of real estate information Centrally held Independent TV news provider Events and Exhibitions Centrally held Centrally held Centrally held Website developer Provider of commercial real estate information 31 March 2023 Serviced marketplace for the purchase and resale of second‐hand luxury goods 30 September 2023 Online learning platform 30 June 2023 30 September 2023 31 December 2022 31 December 2022 31 December 2022 Description of holding Group interest % B Ordinary 23.9 Ordinary 22.6 Ordinary 20.0 Membership Interests Preference, Equity Ordinary, Preference Ordinary, Preference 20.0 22.7 35.1 22.0 Centrally held Sales of prescription glasses and sunglasses 31 July 2023 Preference 20.3 Consumer Media Publishing of consumer and business journals and periodicals 30 September 2023 Centrally held Provider of conveyancing services 31 March 2023 Centrally held Provider of real estate data and information 31 March 2023 Preference 45.0 Limited by Guarantee Equity, Series A CCPS 23.0 30.5 Centrally held Commercial real estate web platform 31 December 2022 Ordinary 20.0 24 Financial assets at fair value through Other Comprehensive Income At 1 October 2021 Additions ‐ cash Additions ‐ non cash Distributed in specie Transfer from investment in associates Fair value movement ‐ Cazoo Fair value movement ‐ Other Exchange adjustment At 30 September 2022 Additions ‐ cash Additions ‐ non cash Fair value movement Exchange adjustment At 30 September 2023 Note 12, (i) 23 37 37 37 £m 806.0 7.7 4.5 (109.8) 0.3 (653.6) 7.6 0.1 62.8 11.2 2.3 7.4 (0.1) 83.6 The financial assets above are non‐interest bearing securities, which are recorded as non‐current assets unless they are expected to be sold within one year, in which case they are recorded as current assets. (i) During the prior year, the Group’s investment in Cazoo was distributed in specie. 97 Daily Mail and General Trust plc Annual Report 2023 Financial assets at fair value through Other Comprehensive Income are analysed as follows: Listed Taboola.com Ltd (incorporated and operating in Israel) Stem, Inc. (incorporated and operating in the US) Unlisted PA Media Group Ltd (incorporated and operating in the UK) BDG Media, Inc. (incorporated and operating in the US) Farewill Ltd (incorporated and operating in the UK) Cue Ball Capital LP (incorporated and operating in the US) Hambro Perks Ltd (incorporated and operating in the UK) Financial Network Analytics Ltd (incorporated and operating in the UK) Air Mail, LLC (incorporated and operating in the US) CompStak, Inc. (incorporated and operating in the US) Bricklane Technologies Ltd (incorporated and operating in the UK) Zilch Technology Ltd (incorporated and operating in the UK) Plum Fintech Ltd (incorporated and operating in the UK) Papier Ltd (incorporated and operating in the UK) LineVision, Inc. (incorporated and operating in the US) Believe in Science Ltd (incorporated and operating in the UK) L Lambert Holdings Ltd (incorporated and operating in the UK) Kindred Concepts Ltd (incorporated and operating in the UK) Waterloo Sparkling Water Corp. (incorporated and operating in the US) Emerging Media Ventures Ltd (incorporated and operating in the UK) Other Note (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) Class of Holding Common Equity Common Equity Ordinary Ordinary, Preference Preference Partnership Units Ordinary Ordinary Preference Ordinary Preference Ordinary Preference Preference and Ordinary Series A1 Preference Preference Preference Preference Preference Group interest % 0.3 0.2 18.4 3.4 4.3 2.5 2.9 4.5 3.1 1.0 9.3 1.0 2.3 4.2 19.5 2.5 5.1 1.2 1.5 0.6 At 30 September 2023 At 30 September 2022 £m 2.4 1.0 11.8 5.9 1.3 2.9 3.9 ‐ 0.7 0.3 4.7 15.0 0.7 2.7 14.3 0.5 0.8 1.5 7.1 3.1 3.0 83.6 £m 1.3 3.6 9.9 5.9 3.7 2.7 3.9 1.4 1.3 0.5 2.7 15.0 2.2 6.0 ‐ ‐ ‐ ‐ ‐ ‐ 2.7 62.8 (i) (ii) (iii) (iv) (v) (vi) Taboola.com Ltd is a content marketing platform provider. Stem, Inc. provides artificial intelligence driven clean energy storage systems. PA Media Group Ltd is a provider of news, sport and entertainment information. BDG Media, Inc. operating as Bustle provides an online information platform covering fashion, politics, technology, diversity, celebrities, health and beauty. Farewill Ltd provides online‐based will‐writing services. Cue Ball Capital LP is a venture capital and private equity firm specialising in start‐ups, early‐stage, mid‐venture, growth equity scale‐ups and buy‐out investments. (vii) Hambro Perks Ltd is an investment firm. (viii) (ix) (x) (xi) (xii) (xiii) Financial Network Analytics Ltd provides a platform which allows financial regulators and financial market infrastructures to map and monitor complex financial networks and to simulate operational and financial risks. Air Mail, LLC owns and operates an online media service that provides weekly digital newsletter covering politics, business, the environment, the arts, literature, film and television, food, design, travel, architecture, society, fashion and crime. CompStak, Inc. provides commercial real estate information to brokers, appraisers, researchers, landlords, lenders and investors. Bricklane Technologies Ltd is a property investment platform provider. Zilch Technology Ltd operates a buy now pay later application. Plum Fintech Ltd operates an application which automatically saves, invests and switches bills on behalf of the user. 98 Financial Statements Financial Statements Notes to the accounts (xiv) (xv) (xvi) Papier Ltd is a direct‐to‐consumer stationery provider. LineVision, Inc. is a provider of transmission line monitoring and asset management for utilities. Believe in Science Ltd is an alternative bakery brand, offering indulgent but healthier products. (xvii) L Lambert Holdings Ltd is a direct‐to‐consumer fine jewellery company. (xviii) Kindred Concepts Ltd offers a F1 racing simulation experience in premium leisure venues. (xix) (xx) Waterloo Sparkling Water Corp. is a company offering flavoured sparkling water. Emerging Media Ventures Ltd is an investment company focusing on the sports sector. 99 Daily Mail and General Trust plc Annual Report 2023 25 Inventories Raw materials and consumables Work in progress 26 Trade and other receivables Current assets Trade receivables Impairment allowance Prepayments and accrued income Contract acquisition costs Contract assets Other receivables Non‐current assets Other receivables Movement in the impairment allowance is as follows: At start of year Impairment losses recognised Amounts (written back) as collectable/written off as uncollectable Amounts recovered during the year Exchange adjustment At end of year At 30 September 2023 £m 16.0 31.8 47.8 At 30 September 2022 £m 11.6 16.1 27.7 At 30 September 2023 £m At 30 September 2022 £m 111.5 (7.1) 104.4 36.6 2.7 4.2 17.0 164.9 0.6 165.5 186.7 (6.1) 180.6 43.0 2.8 9.0 11.7 247.1 1.3 248.4 At 30 September 2023 £m (6.1) (1.4) (0.5) 0.4 0.5 (7.1) At 30 September 2022 £m (7.5) (1.8) 3.0 0.8 (0.6) (6.1) IFRS 9 introduced an expected credit loss (ECL) model which requires an impairment provision to be made on initial recognition of the receivable which previously under IAS 39 was required only when a loss event occurred. Accordingly, the Group recognises an ECL by reference to historical recovery rates and forward‐looking indicators. The Group applies the IFRS 9 simplified approach to measuring impairment allowances using a lifetime expected credit loss allowance for trade receivables, contract assets and other short‐term receivables. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The expected loss rates are based on the Group’s historical credit losses experience as adjusted for current and forward‐looking information and macroeconomic factors in the countries where the debtor is located. For trade receivables the expected credit loss allowance is calculated using a provision matrix, with higher default rates applied to older balances. The provision rates are based on days past due for groupings of customers with similar loss patterns. Trade receivables and contract assets with a contractual amount of £0.1 million, which have been written off, are still subject to enforcement activity (2022 £nil). The Group applies IFRS 9 in measuring impairment allowances using a 12‐month expected credit loss allowance for long‐term other receivables. To estimate a range of expected credit losses, the probability of default tables based on the debtor’s proxy credit rating was estimated and applied to the carrying amount outstanding at 30 September 2023. The lifetime expected loss provision for trade receivables, contract assets and other receivables is as follows: 100 Financial Statements Financial Statements Notes to the accounts At 30 September 2023 Expected loss rate Gross carrying amount (£m) Loss allowance provision (£m) At 30 September 2022 Expected loss rate Gross carrying amount (£m) Loss allowance provision (£m) Current 0.4% 67.5 0.3 Current 0.7% 126.1 0.9 More than 30 days past due 3.0% 33.4 1.0 More than 60 days past due 4.2% 7.2 0.3 More than 90 days past due 21.8% 25.2 5.5 More than 30 days past due 0.3% 33.9 0.1 More than 60 days past due 1.1% 18.3 0.2 More than 90 days past due 16.1% 30.4 4.9 Total 5.3% 133.3 7.1 Total 2.9% 208.7 6.1 Ageing of impaired trade receivables, contract assets and other receivables: 0 ‐ 30 days 31 ‐ 60 days 61 ‐ 90 days 91 ‐ 120 days 121+ days Total At 30 September 2023 £m 0.3 1.0 0.3 0.5 5.0 7.1 At 30 September 2022 £m 0.9 0.1 0.2 0.3 4.6 6.1 Included in the Group’s trade receivables are amounts owed with a carrying value of £32.8 million (2022 £28.3 million) which are past due at 30 September 2023 for which no allowance has been made. The Group is not aware of any deterioration in the credit quality of these customers and considers that the amounts are still recoverable. Ageing of past due but not impaired trade receivables and contract assets is as follows: 1 ‐ 30 days overdue 31 ‐ 60 days overdue 61 ‐ 90 days overdue 91+ days overdue Total At 30 September 2023 £m 16.9 4.4 5.7 5.8 32.8 At 30 September 2022 £m 12.5 8.5 1.0 6.3 28.3 The carrying amount of trade and other receivables approximates to their fair value. During the year the Group sold certain UK trade receivables in the Consumer Media segment to MUFG Bank Ltd, London Branch (the Bank). The terms of this sale resulted in substantially all of the risks and rewards associated with these trade receivables being transferred from the Group. Accordingly, in accordance with IFRS 9 these trade receivables were derecognised resulting in a one‐off reduction in working capital of approximately £52.0 million. In relation to the derecognised trade receivables, the Group has indemnified the Bank for a maximum of 5.0% of any losses incurred by the Bank following a failure of the trade receivables to make any payments when due. No provision has been made by the Group in respect of this indemnity since the risk of any cash outflow is considered remote. The maximum outstanding trade receivable balances acquired by the Bank under this agreement is limited to £65.0 million. As at 30 September 2023 the balance amounted to £52.5 million. 101 Daily Mail and General Trust plc Annual Report 2023 27 Other financial assets Current assets Collateral Non‐current assets Loans to joint ventures and associates At 30 September 2023 £m At 30 September 2022 £m 1.9 5.1 Note 15, (i) (ii) 15.6 15.9 (i) The Group deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. This represents cash that cannot be readily used in operations. The collateral deposited at both the current and prior year principally relates to fixed‐to‐fixed cross‐currency swaps. At 30 September 2023 these swaps had a carrying value of £12.7 million liability (2022 £19.5 million). Further details relating to these swaps are disclosed in Note 32. (ii) Loans to joint ventures and associates stated net of expected credit loss provision are as follows: Total gross loans to joint ventures and associates Loss allowance provision Loan receivable net of expected credit loss provision Movement in the impairment allowance is as follows: At start of year Movement in the year At end of year At 30 September 2023 £m 27.6 (12.0) At 30 September 2022 £m 36.1 (20.2) 15.6 15.9 At 30 September 2023 £m 20.2 (8.2) 12.0 At 30 September 2022 £m 12.0 8.2 20.2 102 Financial Statements Financial Statements Notes to the accounts 28 Cash and cash equivalents Cash and cash equivalents Cash and cash equivalents Unsecured bank overdrafts Cash and cash equivalents in the Consolidated Cash Flow Statement Analysis of cash and cash equivalents by currency: Sterling US dollar Australian dollar Canadian dollar Euro Other Analysis of cash and cash equivalents by interest rate type: Floating rate interest Fixed rate interest The carrying amount of cash and cash equivalents equates to their fair values. 29 Trade and other payables Current liabilities Trade payables Interest payable Other taxation and social security Other creditors Accruals Deferred revenue The carrying amount of trade and other payables approximates to their fair value. 30 Current tax Corporation tax payable Corporation tax receivable 103 Note 31 15 At 30 September 2023 £m 71.6 At 30 September 2022 £m 53.0 71.6 (0.7) 70.9 24.8 37.0 0.4 0.7 1.2 7.5 71.6 39.4 32.2 71.6 53.0 (0.7) 52.3 27.2 19.4 0.4 0.7 1.2 4.1 53.0 19.1 33.9 53.0 At 30 September 2023 £m At 30 September 2022 £m 39.3 2.7 8.0 11.3 120.8 166.9 349.0 53.1 3.6 6.8 17.6 147.8 125.4 354.3 At 30 September 2023 £m 3.1 (0.1) 3.0 At 30 September 2022 £m 4.2 ‐ 4.2 Daily Mail and General Trust plc Annual Report 2023 31 Borrowings The Group’s borrowings are unsecured and are analysed as follows: At 30 September 2023 Within one year Between one and two years Between two and five years Over five years At 30 September 2022 Within one year Between one and two years Between two and five years Over five years Overdrafts £m 0.7 ‐ ‐ ‐ ‐ 0.7 0.7 ‐ ‐ ‐ ‐ 0.7 Bonds £m ‐ ‐ 145.5 ‐ 145.5 145.5 ‐ ‐ 194.6 ‐ 194.6 194.6 The Group's borrowings are analysed by currency and interest rate type as follows: At 30 September 2023 Fixed rate interest Floating rate interest Non‐interest bearing At 30 September 2022 Fixed rate interest Floating rate interest Sterling £m 158.1 0.6 1.4 160.1 204.0 0.5 204.5 US dollar Australian dollar £m 10.4 0.1 ‐ 10.5 13.6 0.2 13.8 £m 1.4 ‐ ‐ 1.4 1.9 ‐ 1.9 Loan notes Lease liabilities £m ‐ ‐ 1.4 ‐ 1.4 1.4 ‐ ‐ ‐ ‐ ‐ ‐ Euro £m 1.1 ‐ ‐ 1.1 1.2 ‐ 1.2 £m 9.7 7.3 7.9 3.2 18.4 28.1 7.3 8.2 10.8 2.5 21.5 28.8 Other £m 2.6 ‐ ‐ 2.6 2.7 ‐ 2.7 Total £m 10.4 7.3 154.8 3.2 165.3 175.7 8.0 8.2 205.4 2.5 216.1 224.1 Total £m 173.6 0.7 1.4 175.7 223.4 0.7 224.1 The Group’s borrowings, analysed by currency and interest rate type, adjusting the principal borrowed and interest rate type by the notional amount of interest rate swaps, interest rate caps and currency derivatives, are as follows: At 30 September 2023 Fixed rate interest Floating rate interest Non‐interest bearing At 30 September 2022 Fixed rate interest Floating rate interest Euro £m 1.1 ‐ ‐ 1.1 1.2 ‐ 1.2 Other £m 2.6 ‐ ‐ 2.6 2.7 ‐ 2.7 Total £m 275.0 (100.7) 1.4 175.7 326.3 (102.2) 224.1 Sterling £m 193.9 (84.4) 1.4 110.9 235.4 (84.5) 150.9 US dollar Australian dollar £m 1.4 ‐ ‐ 1.4 1.9 ‐ 1.9 £m 76.0 (16.3) ‐ 59.7 85.1 (17.7) 67.4 104 Financial Statements Financial Statements Notes to the accounts Committed borrowing facilities During the prior year the Group successfully renegotiated its committed bank facilities for a four year term extendable for a further one year at each bank’s option. During the year, all banks agreed to the one year extension option, and accordingly all committed bank facilities now mature in May 2027. At 30 September 2023, the Group’s total committed bank facilities amounted to £205.1 million (2022 £209.1 million). Of these facilities £160.0 million (2022 £160.0 million) are denominated in sterling and £45.1 million (US$55.0 million) (2022 £49.1 million (US$55.0 million)) are denominated in US dollars. Drawings are permitted in all major currencies. The net debt to EBITDA covenant in the Group’s bank facilities is no greater than 3.25 times temporarily increasing to 3.5 times following an acquisition. The interest cover covenant is no less than 3.0 times EBITDA to net interest. The Group’s bank loans bear interest charged at the relevant term or compounded risk‐free rate plus a margin. The margin varies by bank and is based on the Group’s ratio of net debt to EBITDA. EBITDA for these purposes is defined as the aggregate of the Group’s consolidated operating profit including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges, and is shown in Note 14. For the purposes of calculating the Group’s bank covenants, EBITDA is calculated on a pre‐IFRS 16 basis, by deducting operating lease charges and adding sublease rental income and amounts to £75.5 million for the 12‐month period ended 30 September 2023. The Group’s committed bank facilities and undrawn committed facilities available to the Group in respect of which all conditions precedent had been met are analysed by maturity as follows: Total bank facilities ‐ expiring in more than three years but not more than four years At 30 September 2023 Committed £m 205.1 At 30 September 2022 Committed £m 209.1 At 30 September 2023 Undrawn £m 205.1 At 30 September 2022 Undrawn £m 209.1 The Group has issued standby letters of credit (SLCs) amounting to £1.9 million (2022 £2.0 million), principally relating to the Group’s property lease obligations. The SLCs are not expected to be called upon as they are only intended to cover instances where the Group defaults on payments under these obligations. Bonds The Group’s bonds mature on 21 June 2027 and carry an annual coupon of 6.375%. The nominal, carrying and fair values are as follows: Nominal value Carrying value Fair value At 30 September 2023 £m 149.8 145.5 136.8 At 30 September 2022 £m 200.0 194.6 170.3 The bonds have been adjusted from their nominal values to take account of direct issue costs, discounts and movements in hedged risks. The issue costs and discount are being amortised over the expected lives of the bonds using the effective interest method. The unamortised issue costs amount to £0.2 million (2022 £0.3 million) and the unamortised discount amounts to £0.3 million (2022 £0.5 million). In the prior year, the Group used interest rate swaps designated as hedges of a proportion of the change in fair value of the bonds. Following termination of the last remaining interest rate swap in June 2022, the residual bond fair value adjustment of £4.9 million is required to be amortised over the period to 21 June 2027 being the maturity of the bond. Amortisation charged in the year amounts to £0.8 million leaving an unamortised residual fair value adjustment of £3.8 million (Note 32). The fair value of the Group’s bonds has been calculated on the basis of quoted market rates using level 2 fair value inputs. During the year, the Company bought back and cancelled £50.2 million nominal of its bonds for cash consideration of £46.8 million. Lease liabilities The Group leases various office space, equipment and vehicles which are negotiated on an individual basis with differing terms and conditions. The Group’s key lease arrangements relate to office space in the key cities in which it operates. The Group negotiates lease contracts according to the Group’s needs with a view to balancing stability, security of tenure and lease terms against the risk of entering excessively long or onerous arrangements. Of the Group’s leased properties, the most significant leases relate to: 207 Kent Street, Sydney, 20 Waterloo Street, Glasgow and 51 Astor Place, New York in the Consumer Media segment which expire in May 2027, November 2033 and December 2024 respectively; the temporary DMGT head office premises at 9 Derry Street, London, W8 5HY which expires in June 2025; and 600 Fifth Avenue, New York in the Property Information segment which expires in November 2028. The lease payments for 207 Kent Street made during the year amount to £0.4 million (A$0.7 million) and there is an annual increase of 3.25% each year until maturity of the lease in May 2027. The lease payments for 20 Waterloo Street made during the year amount to £0.4 million and these are fixed until maturity of the lease in November 2033. The lease payments for 51 Astor Place made during the year amount to £2.2 million (US$2.7 million) and these are fixed until maturity of the lease in December 2024. 105 Daily Mail and General Trust plc Annual Report 2023 The lease payments for 9 Derry Street made during the year amount to £0.6 million, to be adjusted each year in line with the Consumer Price Index of the preceding year. The lease at Northcliffe House, 2 Derry Street (NCH) expired in December 2022 and temporary office space at 9 Derry Street is being used whilst redevelopment works at NCH are being carried out. The target end date for these works is June 2026, at which point the Group will commence its own fit out works prior to moving back to NCH. The lease payments for 600 Fifth Avenue made during the year amount to £1.3 million (US$1.6 million) and these are fixed until 9 November 2023. Starting 10 November 2023, the annual lease payments will be £1.4 million (US$1.7 million) until maturity of the lease in November 2028. An analysis of the Group’s finance lease liabilities is as follows: 600 Fifth Avenue, New York 9 Derry Street, London 51 Astor Place, New York 20 Waterloo Street, Glasgow 207 Kent Street, Sydney Other office space Motor vehicles Other equipment At 30 September 2023 £m 6.6 3.7 2.7 2.0 1.4 9.2 1.1 1.4 28.1 At 30 September 2022 £m 8.3 4.2 5.3 ‐ 8.3 9.8 1.2 ‐ 28.8 106 Financial Statements Financial Statements Notes to the accounts 32 Financial instruments and risk management The carrying amounts of the Group’s financial instruments together with the gains and losses thereon are as follows: At 30 September 2023 Carrying value Year ended 30 September 2023 (Loss)/gain to income Year ended 30 September 2023 Gain/(loss) to equity At 30 September 2022 restated (i) Carrying value Year ended 30 September 2022 restated (i) (Loss)/gain to income Year ended 30 September 2022 (Loss)/gain to equity Note £m £m £m £m £m £m Financial assets Fair value through profit and loss Derivative instruments in designated hedge accounting relationships Interest rate swaps Derivative instruments not in designated hedge accounting relationships Interest rate caps Option over equity instrument Provision for contingent consideration receivable Loans to joint ventures and associates Fair value through Other Comprehensive Income Financial assets Amortised cost Trade receivables and contract assets Other receivables Collateral Loans to joint ventures and associates Cash and cash equivalents Financial liabilities Fair value through profit and loss Derivative instruments in designated hedge accounting relationships Fixed‐to‐fixed cross‐currency swaps Provision for contingent consideration payable Amortised cost Trade payables Interest payable Other creditors Accruals Lease liabilities Bank overdrafts Bonds Bank loans Loan notes Total for financial instruments ‐ ‐ (ii) (ii) (iii) 27, (iv) 8.7 0.2 1.2 ‐ 24, (v) 83.6 26 27 27, (iv) 28 (ii) (iii) 29 29 29 29 31 31 31, (vi) 31 108.6 16.4 1.9 15.6 71.6 307.8 (12.7) ‐ (39.3) (2.7) (11.3) (120.8) (28.1) (0.7) (145.5) ‐ (1.4) (362.5) (54.7) (1.9) ‐ ‐ ‐ 1.9 (1.5) ‐ 0.2 0.1 0.7 (0.5) 1.2 ‐ ‐ ‐ ‐ ‐ (1.0) ‐ (7.5) (4.9) ‐ (12.2) (12.7) ‐ ‐ ‐ ‐ ‐ 7.3 (5.4) (2.1) ‐ ‐ (4.5) (4.7) 4.9 ‐ 0.8 ‐ (0.5) 3.4 1.6 ‐ ‐ ‐ ‐ 10.2 5.5 ‐ (5.0) 11.9 ‐ 2.0 ‐ 62.8 189.6 11.0 5.1 15.9 53.0 351.3 (19.5) ‐ (53.1) (3.6) (17.6) (147.8) (28.8) (0.7) (194.6) ‐ ‐ (465.7) (114.4) 11.5 ‐ ‐ (8.2) 1.8 2.0 ‐ ‐ 0.6 0.4 3.1 (5.8) (0.2) ‐ ‐ ‐ ‐ (0.9) ‐ (7.8) (3.2) ‐ (17.9) (14.8) ‐ ‐ ‐ ‐ ‐ (645.8) 7.1 4.0 ‐ ‐ 29.0 (605.7) (5.8) ‐ (0.6) ‐ (0.5) (5.2) (3.0) ‐ ‐ ‐ ‐ (15.1) (620.8) Financial assets and liabilities are offset and the net amount is reported in the Statement of Financial Position where the Group currently has a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. As at 30 September 2023 and 30 September 2022 no financial assets and liabilities are offset and the amounts presented are on a gross basis. (i) Provision for contingent consideration receivable at 30 September 2022 has been re‐presented on a basis consistent with the current year to show this separately from other receivables. The loss to income relating to loans to joint ventures and associates has also been re‐presented to more accurately present the split of the loss between those held at amortised cost and those held at fair value through profit and loss. 107 Daily Mail and General Trust plc Annual Report 2023 Derivative instruments are measured at Fair Value Through Profit and Loss (FVTPL). Their fair values are determined using market rates of interest and exchange and established estimation techniques such as discounted cash flow and option valuation models. The Group has derivatives designated in the following hedging relationships: ‐ ‐ hedges of the change in fair value of recognised assets and liabilities (fair value hedges) hedges of net investments in foreign operations (net investment hedges) To the extent that net investment hedges are effective, changes in fair value of the derivative are taken to the translation reserve through other comprehensive income. Contingent consideration is valued based on the future profitability of the business to which the contingent consideration relates, discounted at market rates of interest. Loans to joint ventures and associates (included within Other financial assets, Note 27) include the following: ‐ 10.0% fixed rate unsecured convertible loan note which was issued and fully impaired during the prior year, repayable on 21 November 2024. This note was converted during the year as part of the acquisition of an increased stake in Yopa (Note 16) (2022 £nil) (at FVTPL); 8.0% fixed rate unsecured convertible loan note issued during a prior year (which was fully impaired in the year to 30 September 2022), repayable on 4 August 2023 with a carrying value (which includes accrued interest) of £nil (2022 £nil) (at FVTPL). This note was disposed during the year; 10.0% fixed rate unsecured loan note, repayable on 31 December 2025 with a carrying value (which includes accrued interest) of £15.6 million at 30 September 2023 (2022 £15.7 million) (at amortised cost). ‐ ‐ Represent equity securities which are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. These are strategic investments and the Group considers this classification to be more relevant. These unlisted equity investments are valued using a variety of techniques including comparable company valuation multiples and discounted cash flows. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations. The Group’s bonds mature on 21 June 2027 and carry an annual coupon of 6.375%. They are measured at amortised cost as adjusted for fair value hedging. During the year, the Company bought back £50.2 million nominal of its outstanding 2027 bonds resulting in a gain of £3.0 million (Note 10). (ii) (iii) (iv) (v) (vi) Risk management The Group is exposed to credit, interest rate and currency risks arising in the normal course of business. Derivative financial instruments are used to manage exposures to fluctuations in foreign currency exchange rates and interest rates but are not employed for speculative purposes. Capital risk management The Group manages its capital, defined as equity shareholders’ funds and net cash or borrowings, to ensure that the Group is able to continue as a going concern for the foreseeable future. Surplus cash balances and bank borrowings are managed by the Group’s central treasury function who ensure that sufficient funds are available to cover the Group’s short to medium‐term liquidity requirements whilst also maintaining sufficient borrowing headroom such that development is not constrained. Bonds are currently used to ensure the long‐term security of funds. Where possible debt maturities are maximised and spread in order to avoid the concentration of significant capital repayments at any one point in time. Further detail is provided in the Going concern section of the Basis of preparation (Note 1). Debt management The Group borrows on an unsecured basis and arranges its debt to ensure an appropriate maturity profile. The Group’s principal sources of funding are the long‐term sterling bond market and committed bank facilities. The Group is mindful of its credit rating, currently BB‐ with Standard & Poor’s and BB+ with Fitch and ensures it has sufficient committed bank facilities in order to meet short‐term business requirements, after taking into account the Group’s holding of cash and cash equivalents together with any distribution restrictions which exist. The Group aims to maximise the term and flexibility of indebtedness and retain headroom in the form of undrawn committed bank facilities of approximately £100.0 million. Additionally, the Group arranges its currency borrowings in order that they are in proportion to the ratio of earnings in that particular currency to total Group earnings. The Directors consider that the Group’s cash generative businesses together with its bond issuances and bank facilities are sufficient to cover the likely medium‐term funding requirements of the Group. Associates, joint ventures and other equity investments in general arrange and maintain their own financing and funding requirements. In all cases such financing is on a non‐recourse basis to the Company. Whilst the Group’s internal target of a 12 month rolling net debt to EBITDA ratio is no greater than 2.0 times at any point, the limit imposed by its bank covenants is no greater than 3.25 times (temporarily increasing to 3.50 times following an acquisition) together with a minimum interest cover ratio of 3.0 times, measured in March and September. These covenants were met at the relevant testing dates during the year. The bank covenant ratio uses the average exchange rate in the calculation of net debt. For bank covenant purposes, net debt is calculated on a pre‐IFRS 16 basis by excluding lease liabilities. The resultant Net Debt to EBITDA ratio for the year to 30 September 2023 is 1.12 times (2022 1.97 times). Using a closing rate basis for the valuation of net debt, the ratio is 1.14 times (2022 2.05 times). 108 Financial Statements Financial Statements Notes to the accounts Cash and liquidity risk management The Group monitors its cash balances to ensure that sufficient resources are available to meet operational requirements as they fall due. Short‐term money market deposits are used to manage liquidity whilst maximising the rate of return on cash resources, giving due consideration to credit risk. A detailed maturity profile of both derivative and non‐derivative financial liabilities are analysed in the table later in this note. Market risk management The Group’s primary market risks are interest rate fluctuations and exchange rate movements. Interest rate risk management The limit imposed by the Group’s bank covenants is at least 3.0 times EBITDA to net interest. The actual ratio for the year was 7.3 times (2022 5.3 times). Group debt is comprised largely of fixed GBP bond debt and, from time to time, floating rate sterling (GBP) and US dollar (USD) bank borrowings. The Group’s interest rate exposure management policy is aimed at reducing the exposure of the consolidated businesses to changes in interest rates. The Group’s long‐term policy aims to ensure that between 70.0% and 80.0% of interest rate exposures are fixed with the balance floating. Whilst recognising this, policy is subject to short term fluctuations as a result of the prevailing economic climate. This policy is achieved by issuing fixed rate GBP bond debt and entering into derivative contracts that economically swap fixed rate interest into floating rate. Derivatives are used to hedge or reduce the risks of interest rate and exchange rate movements and are not entered into unless such risks exist. To meet policy the Group: • swaps a portion of its fixed GBP bond debt into GBP floating debt using interest rate swaps; • swaps a portion of its fixed GBP bond debt into USD fixed debt by using fixed‐to‐fixed cross‐currency swaps; • buys caps to fix its debt; and • enters forward contracts, selling USD and buying GBP to swap its GBP floating rate debt into USD floating rate debt. To meet Group policy the following derivatives were in place during the current and prior year: (i) (ii) (iii) Fixed‐to‐floating interest rate swaps, designated as fair value hedges of a portion of the Group’s bonds; changes in the fair value of the swaps are recognised in the Consolidated Income Statement and at the same time the carrying value of the hedged bonds are adjusted for movements in the hedged risk to the extent effective and those adjustments are also recognised in the Consolidated Income Statement. The last remaining swap was closed out during the prior year. Up until termination in June 2022, the notional value of these interest rate swaps amounted to £53.1 million, with the Group paying floating rates of between 0.0% and 0.9%. The average hedged interest rate for the prior year was 0.2%. Fixed‐to‐fixed cross‐currency swaps designated as hedges of the Group’s net investments in foreign operations. The notional value of these cross‐ currency swaps amounts to £37.6 million/US$60.0 million (2022 £37.6 million/US$60.0 million) with the Group paying fixed US dollar interest at rates of between 6.0% and 6.9% (2022 6.0% and 7.0%). The average hedged GBP/USD exchange rate for the year was 1.60 (2022 1.60). Interest rate caps amounting to US$20.0 million and £85.0 million notional (2022 US$20.0 million and £85.0 million) at rates of between 2.5% and 3.4% (2022 2.5% and 3.4%). Foreign exchange rate risk management Translation exposures arise on the earnings and net assets of business operations in entities with functional currencies other than that of the parent company. The net asset exposures are economically hedged by a policy of denominating borrowings in currencies where significant translation exposures exist, most notably US dollars. The Group also designates currency swaps, forward contracts and US dollar bank borrowings as net investment hedges, hedging the Group’s overseas investments. Credit risk management The Group’s principal credit risk relates to its trade and other receivables and non‐performance by counterparties to financial instrument contracts. Trade and other receivables The Group’s customer base is diversified geographically and by segment with customers generally of a good financial standing. Before accepting any new customers, the Group assesses the potential customers’ credit quality and sets credit limits by customer. The average credit period is 32 days (2022 56 days). The Group considers the credit risk of trade receivables to be low, although the Group remains vigilant in the current economic climate. The Group reserves the right to charge interest on overdue receivables, although the Group does not hold collateral over any trade receivable balances. The Group makes an impairment allowance which is reviewed regularly in conjunction with an analysis of historical payment profiles, past default experience together with relevant forward looking information. Further information on impairment allowances relating to trade receivables, contract assets and other receivables can be found in Note 26. 109 Daily Mail and General Trust plc Annual Report 2023 The maximum exposure to credit risk from trade and other receivables at the reporting date is the amount of each class disclosed in the table at the start of this note. Institutional counterparty risk The Group seeks to limit interest rate and foreign exchange risks, described above, by the use of derivative financial instruments. As a result, credit risk arises from the potential non‐performance of the counterparties to those financial instruments, which are unsecured. The amount of this credit risk is normally restricted to the amounts of any hedge gain and not the principal amount being hedged. The Group also has a credit exposure to counterparties for the full principal amount of cash and cash equivalents. Credit risk relating to cash and cash equivalents and derivatives is controlled by monitoring the credit quality of these counterparties, principally licensed commercial banks and investment banks with strong long‐term credit ratings, and of the amounts outstanding with each of them. The credit risk on cash deposits and derivative financial instruments is considered low since the counterparties are banks with high credit ratings, and it is the Group’s policy to use no less than an ‘A’ rated institution. Group policy is to have no more than the higher of £20.0 million or 25.0% of surplus cash balances deposited (or at risk) with any ‘AA’ rated or UK ring‐ fenced banking counterparty and no more than the higher of £10.0 million or 15.0% of surplus cash balances deposited with any ‘A’ rated counterparty. Additionally, no more than £75.0 million in aggregate should be deposited with any one ‘AA’ rated banking group and no more than £65.0 million in aggregate should be deposited with any one ‘A’ rated banking group. The Group has no significant concentration of risk with exposure spread over a large number of counterparties and customers. Expected credit losses on cash and cash equivalents (which includes cash deposits with an original maturity of less than three months) were reviewed at the reporting date and determined to be immaterial. The maximum exposure to credit risk from derivative assets and cash and cash equivalents at the reporting date is the amount of each class disclosed in the table at the start of this note. Derivative financial instruments and hedge accounting The Group designates certain derivatives as: (i) (ii) (iii) hedges of the change in fair value of recognised assets and liabilities (fair value hedges); or hedges of highly probable forecast transactions (cash flow hedges); or hedges of net investments in foreign operations (net investment hedges). To qualify for hedge accounting, each individual hedging relationship must be expected to be effective, be designated and documented at its inception and throughout the life of the hedge relationship. Fair value hedges The Group’s policy is to use interest rate swaps to convert a proportion of its fixed rate debt to floating rates. The swaps are designated as a hedge of the change in fair value of the Group’s fixed rate debt. Up until termination of the last remaining swap during the prior year, the notional amount of the interest rate swaps was used to hedge an equivalent notional amount of fixed rate debt. Accordingly, the hedge ratio was 100%. Since the critical terms of the swaps matched those of the fixed rate debt the Group expected a highly effective hedging relationship. The fair value of the designated fixed rate debt was expected to move in the opposite direction to the fair value of the interest rate swaps as a result of changes in external market interest rates. The last remaining interest rate swap was closed out during the prior year, therefore the amount of hedged fixed rate debt at 30 September 2022 and 30 September 2023 was nil. The change in value of the hedged fixed rate debt is used as the basis for recognising hedge ineffectiveness for the year. The following table shows the fair value adjustment to sterling debt and the fair value of related derivatives designated in fair value hedging relationships included in the Consolidated Statement of Financial Position, together with the fair value gains and losses thereon included in the Consolidated Income Statement for the current and prior years: 110 Financial Statements Financial Statements Notes to the accounts Year ended 30 September 2022 fair value gain/(loss) £m (5.3) 5.3 ‐ Year ended 30 September 2022 Termination of interest rate swap £m 4.9 ‐ 4.9 Fair value at 30 September 2021 £m 0.4 (0.4) ‐ Year ended 30 September 2022 Amortisation relating to terminated fair value hedge of bond £m ‐ (0.3) (0.3) Year ended 30 September 2023 Amortisation relating to terminated fair value hedge of bond £m ‐ (0.8) (0.8) Fair value at 30 September 2023 £m ‐ 3.8 3.8 Fair value at 30 September 2022 £m ‐ 4.6 4.6 Sterling interest rate swaps Sterling debt Total Following termination of the last remaining interest rate swap in the prior year, the residual fair value adjustment to sterling debt of £4.9 million is required to be amortised over the period to maturity of the bond, being the remaining duration of the original hedge relationship. Cash flow hedges The Group’s policy is to use certain derivative financial instruments in order to hedge the foreign exchange risk arising from certain firm commitments or forecast highly probable transactions in currencies other than the functional currency of the relevant Group entity. There were no cash flow hedging relationships during the current or prior year. Net investment hedges The Group seeks to manage the foreign currency exposure arising on retranslation of the reporting entity’s share of net assets of foreign operations at each reporting date by designating certain derivative financial instruments and foreign currency borrowings as net investment hedging instruments. The whole or part of the hedging instruments are designated in the hedge relationship in a 1:1 ratio against the Group’s available net investments in foreign operations. Accordingly, the hedge ratio is deemed to be 100%. Since the critical terms of the hedging instruments match those of the net investments in foreign operations the Group expects a highly effective hedging relationship. The carrying value of the designated net investments in foreign operations is expected to move in the opposite direction to the mark‐to‐ market value of the hedging instruments as a result of changes in market exchange rates. Hedge effectiveness Since the Group expects the hedge relationships described above to be highly effective, a qualitative assessment of effectiveness is performed on inception, at each reporting date, and upon any material change in circumstances affecting the hedge effectiveness requirements. The key sources of ineffectiveness for the designated relationships described above are: (i) An insufficient amount of net investments in foreign operations (i.e. less than the amount of the hedging instruments). (ii) A material change in the Group’s credit risk or that of its swap counterparties. If changes in circumstances cause the critical terms of the hedging instrument to no longer match those of the hedged item, ineffectiveness is monitored using appropriate methodologies. All designated fair value hedge relationships were effective throughout the year ended 30 September 2022. A gain of £1.9 million (2022 loss of £4.9 million) was recognised in the Consolidated Income Statement in Net finance income/(expense) (Note 10) representing hedge ineffectiveness in relation to net investment hedges, due to the amount of the hedging instruments exceeding the Group’s net investments in foreign operations. The Group’s derivative financial instruments and their maturity profiles are summarised as follows: Derivative financial assets: At 30 September 2023 Between two and five years At 30 September 2022 Between two and five years Over five years Derivatives not qualifying for hedge accounting Option over equity instrument (i) Derivative financial assets £m 8.7 5.5 6.4 11.9 £m 0.2 ‐ ‐ ‐ £m 8.9 5.5 6.4 11.9 111 Daily Mail and General Trust plc Annual Report 2023 (i) The option over equity instrument relates to the Group’s associate investment in What On Earth Magazines Ltd. Derivative financial liabilities: At 30 September 2023 Between one and two years At 30 September 2022 Between two and five years Net investment hedges £m (12.7) (19.5) Maturity profile of financial liabilities The remaining undiscounted contractual liabilities and their maturities together with a reconciliation to amounts included in the Consolidated Statement of Financial Position are as follows: At 30 September 2023 Trade payables Interest payable Other creditors Accruals Bank overdrafts Bonds Loan notes Lease liabilities Fixed‐to‐fixed cross‐currency swaps At 30 September 2022 Trade payables Interest payable Other creditors Accruals Bank overdrafts Bonds Lease liabilities Fixed‐to‐fixed cross‐currency swaps Within one year Between one and two years Between two and five years Between five and ten years Total undiscounted liability £m £m £m £m £m Interest £m (39.3) (2.7) (11.3) (120.8) (0.7) (6.8) ‐ (10.7) (3.4) (195.7) (53.1) (3.6) (17.6) (147.8) (0.7) (9.2) (8.1) (3.4) (243.5) ‐ ‐ ‐ ‐ ‐ (9.5) ‐ (7.9) (55.1) (72.5) ‐ ‐ ‐ ‐ ‐ (12.8) (8.8) (3.4) (25.0) ‐ ‐ ‐ ‐ ‐ (166.2) (1.4) (9.0) ‐ (176.6) ‐ ‐ ‐ ‐ ‐ (234.6) (11.5) (55.1) (301.2) ‐ ‐ ‐ ‐ ‐ ‐ ‐ (3.6) ‐ (3.6) ‐ ‐ ‐ ‐ ‐ ‐ (2.6) ‐ (2.6) (39.3) (2.7) (11.3) (120.8) (0.7) (182.5) (1.4) (31.2) (58.5) (448.4) (53.1) (3.6) (17.6) (147.8) (0.7) (256.6) (31.0) (61.9) (572.3) ‐ ‐ ‐ ‐ ‐ 32.8 ‐ 3.1 1.5 37.4 ‐ ‐ ‐ ‐ ‐ 56.6 2.2 2.6 61.4 Undiscounted value of financial asset Discounting, mark to market and other adjustments Included in Consolidated Statement of Financial Position £m ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 41.0 41.0 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 43.3 43.3 £m ‐ ‐ ‐ ‐ ‐ 4.2 ‐ ‐ 3.3 7.5 ‐ ‐ ‐ ‐ ‐ 5.4 ‐ (3.5) 1.9 £m (39.3) (2.7) (11.3) (120.8) (0.7) (145.5) (1.4) (28.1) (12.7) (362.5) (53.1) (3.6) (17.6) (147.8) (0.7) (194.6) (28.8) (19.5) (465.7) Included in the maturity table above are currency swaps with a notional value of US$60.0 million (2022 US$60.0 million) with mutual break clauses at fair value every five years. Sensitivity analysis In managing the Group’s interest rate and currency risks, the Group aims to reduce the impact of short‐term fluctuations. However, changes in foreign exchange rates and interest rates may have an impact on the Group’s statutory results. At 30 September 2023 it is estimated that an increase of 1.0% in interest rates would have reduced the Group’s finance expenses by £3.7 million (2022 £2.9 million reduction). There would have been no effect on amounts recognised directly in equity. A decrease of 1.0% in interest rates would have increased the Group’s finance expenses by £3.3 million (2022 £2.8 million increase). There would have been no effect on amounts recognised directly in equity. This sensitivity has been calculated by applying the interest rate change to the Group’s variable rate borrowings, net of any interest rate swaps, at the year end date. At 30 September 2023 it is estimated that a 10.0% strengthening of sterling against the US dollar would have increased the net gain taken to equity by £3.1 million (2022 £3.0 million reduction to the net loss) and reduced the net loss taken to income by £1.5 million (2022 £2.2 million reduction to the net loss). A 10.0% weakening of sterling against the US dollar would have reduced the net gain taken to equity by £3.9 million (2022 £3.8 million increase to 112 Financial Statements Financial Statements Notes to the accounts the net loss) and increased the net loss taken to income by £1.9 million (2022 £2.9 million increase to the net loss). This sensitivity has been calculated by applying the foreign exchange change to the Group’s borrowings and derivative financial instruments which are affected by changes in foreign exchange rates, at the year end date. Fair value hierarchy The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable: • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). At 30 September 2023 Financial assets Financial assets at fair value through Other Comprehensive Income Fair value through profit and loss Derivative instruments not in designated hedge accounting relationships Provision for contingent consideration receivable Financial liabilities Fair value through profit and loss Derivative instruments in designated hedge accounting relationships At 30 September 2022 Financial assets Financial assets at fair value through Other Comprehensive Income Fair value through profit and loss Derivative instruments not in designated hedge accounting relationships Provision for contingent consideration receivable Financial liabilities Fair value through profit and loss Derivative instruments in designated hedge accounting relationships Note 24 Note 24 (i) Level 1 £m 3.5 ‐ ‐ 3.5 Level 2 £m 57.9 8.7 ‐ 66.6 Level 3 £m 22.2 0.2 1.2 23.6 Total £m 83.6 8.9 1.2 93.7 ‐ (12.7) ‐ (12.7) Level 1 £m 4.9 ‐ ‐ 4.9 Level 2 £m 51.8 11.9 ‐ 63.7 Level 3 £m 6.1 ‐ 2.0 8.1 Total £m 62.8 11.9 2.0 76.7 ‐ (19.5) ‐ (19.5) (i) Contingent consideration receivable (included within other receivables) at 30 September 2022 has been re‐presented in the table above on a basis consistent with the comparative period. 113 Daily Mail and General Trust plc Annual Report 2023 Reconciliation of level 3 fair value measurement of financial assets is as follows: At 1 October 2021 Prior year additions to contingent consideration receivable Restated at 1 October 2021 Cash received in settlement of contingent consideration relating to disposals Loans advanced to associates Interest on loans to associates Transfer to investment in associates Impairment of loans advanced to associates Exchange adjustment At 30 September 2022 Cash received in settlement of contingent consideration relating to disposals Transfer from level 2 Option over equity instrument arising on acquisition of associate Fair value movement of Financial assets at fair value through Other Comprehensive Income Exchange adjustment At 30 September 2023 Note (i) (i) (ii) 7, 27, (ii) (iii) (iv) (iii) (iii) £m 10.4 2.2 12.6 (0.4) 5.8 0.4 (2.2) (8.2) 0.1 8.1 (0.6) 22.0 0.2 (5.8) (0.3) 23.6 (i) Additions to contingent consideration receivable and settlement of contingent consideration receivable have been re‐presented on a basis that is consistent across all comparative periods. (ii) Amounts credited or charged to profit and loss. (iii) Amounts credited or charged to other comprehensive income. (iv) Equity investments classified within level 2 in prior years have been transferred to level 3, as the observable market data used in the valuation was not available. Reconciliation of level 3 fair value measurement of financial liabilities is as follows: At 1 October 2021 Cash paid to settle contingent consideration in respect of acquisitions Change in fair value of contingent consideration At 30 September 2022 and 30 September 2023 Note 16, 34 10, 34 £m (1.1) 1.2 (0.1) ‐ In the prior year the increase in fair value of contingent consideration of £0.1 million was charged to the Consolidated Income Statement within Net finance income/(expense) (Note 10). 114 Financial Statements Financial Statements Notes to the accounts 33 Retirement benefit obligations The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The total net pension costs of the Group for the year ended 30 September 2023 was £34.6 million (2022 £18.0 million). The schemes include a number of defined contribution pension arrangements, in addition to funded defined benefit pension arrangements which are closed to future accrual. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by Trustees or Trustee Companies. Defined benefit schemes The Company operates two main defined benefit schemes (the Schemes), the Harmsworth Pension Scheme (HPS) and the Senior Executive Pension Scheme (SEPF), both of which are closed to new entrants and to further accrual. Full actuarial valuations of the Schemes are carried out triennially by the scheme actuary and determine the level of contributions payable by the Company to the Schemes. The Technical Provisions position for the most recent funding valuations of the Schemes are summarised in the table below: Latest Funding Position Date of latest triennial valuation Total Liabilities Total Assets Surplus/(Deficit) HPS 31 March 2022 £m (2,794.0) 3,287.0 493.0 SEPF 31 March 2022 £m (308.4) 346.8 38.4 AVC 31 March 2021 £m (51.4) 42.7 (8.7) Following the results of the latest triennial valuations, no recovery plan payments are required. During the period the Pension Scheme Trustees agreed to reimburse the Company for expenses including the Pension Protection Levy, relating to the Pension Schemes and merged the AVC Plan into HPS. Strategic Plan The Trustees have developed a comprehensive approach to managing the Schemes’ investment strategy to ensure it is always aligned with the Strategic Plan. The Schemes’ financial performance has been sufficiently better than envisaged so the Trustees have reduced risk largely by decreasing the equity allocation and increasing its interest rate and inflation rate hedging which is reflected in the analysis of the Schemes’ assets. In addition, the Strategic Plan has been amended to target an asset allocation that may enable the Schemes to be self‐sufficient by 2026. The figures in this note are based on calculations using membership data as at 30 September 2023 along with asset valuations and cash flow information from the Schemes for the year to 30 September 2023. A reconciliation of the net pension obligation reported in the Consolidated Statement of Financial Position is shown in the following table: Present value of defined benefit obligation Assets at fair value Impact of asset ceiling Surplus reported in the Consolidated Statement of Financial Position At 30 September 2023 Schemes in surplus At 30 September 2023 Schemes in deficit At 30 September 2023 Total At 30 September 2022 Schemes in surplus At 30 September 2022 Schemes in deficit At 30 September 2022 Total £m (1,778.7) 2,554.6 ‐ 775.9 £m ‐ ‐ ‐ ‐ £m (1,778.7) 2,554.6 ‐ £m (1,869.0) 2,879.9 (1.7) 775.9 1,009.2 £m ‐ ‐ ‐ ‐ £m (1,869.0) 2,879.9 (1.7) 1,009.2 The IAS 19, Employee Benefits, accounting surplus data above differs to the triennial actuarial surplus/(deficit) calculation used in the assessment of future funding obligations. There are a number of reasons for this. The Technical Provisions basis is agreed by the Trustees and Company as part of the triennial actuarial funding valuation which is used to determine the level of any contributions payable by the Company into the Schemes. The guidance issued to Trustees from the Pensions Regulator is that the Technical Provisions basis should reflect the covenant strength and investment strategy at the time of the valuation. In addition, the Technical Provisions discount rate represents the expected risk adjusted return on the Schemes’ assets and is normally set with reference to the yield on government bonds. For accounting purposes, IAS 19 states that the actuarial assumptions used must represent the best estimate of the variables determining the ultimate post‐ employment benefit cost. The discount rate used is determined by reference to market yields at the end of the reporting period on high quality (AA rated) corporate bonds, and therefore doesn’t directly relate to the expected return on the Schemes’ assets. The key differences between the make‐up of the bases are the reference yields used for the discount rate, which is higher on the IAS 19 basis, and that the Technical Provisions incorporate different risk adjustment factors, compared to the accounting basis which is set to represent best estimate assumptions. 115 Daily Mail and General Trust plc Annual Report 2023 Due to the different methodologies used it is not uncommon for a scheme to be in IAS 19 accounting surplus but still be in a deficit on a Technical Provisions basis. The International Financial Reporting Interpretations Committee, in its document IFRIC 14, has interpreted the extent to which a company can recognise a pension surplus on its Statement of Financial Position. Having taken account of the rules of the Schemes, the Company has an unconditional right to a refund of any surplus under IFRIC 14 and considers that the recognition of surpluses in these Schemes on its Statement of Financial Position is in accordance with the interpretations of IFRIC 14. The surplus for the year, set out above, excludes a related deferred tax liability of £230.4 million (2022 £299.8 million). A reconciliation of the present value of the defined benefit obligation is shown in the following table: Defined benefit obligation at start of year Attributable to subsidiaries disposed Interest cost Past service (cost)/credit Net benefit payments Actuarial gain/(loss) as a result of: ‐ Changes in financial assumptions ‐ Changes in demographic assumptions ‐ Membership experience Defined benefit obligation at end of year A reconciliation of the fair value of assets is shown in the following table: Fair value of assets at start of year Attributable to subsidiaries disposed Interest income on scheme assets Company contributions Net benefit payments Return on plan assets, excluding amounts included in interest income on scheme assets Fair value of assets at end of year The fair value of assets is categorised as follows: Note 10 3 37 37 37 Note 10 14 37 Year ended 30 September 2023 £m (1,869.0) (17.3) (91.3) (72.8) 111.5 Year ended 30 September 2022 £m (2,943.4) ‐ (56.2) 17.8 117.7 142.2 57.7 (39.7) (1,778.7) 1,014.5 38.2 (57.6) (1,869.0) Year ended 30 September 2023 £m 2,879.9 24.8 134.0 ‐ (111.5) (372.6) 2,554.6 Year ended 30 September 2022 £m 3,238.5 ‐ 68.1 412.9 (117.7) (721.9) 2,879.9 Private equity Liability Driven Investments Bonds Property Infrastructure Cash / Other Total Assets At 30 September 2023 At 30 September 2023 At 30 September 2022 At 30 September 2022 Note (i) (ii) (iii) (iv) £m 151.1 901.3 1,033.4 238.7 152.5 77.6 2,554.6 % 6 35 41 9 6 3 100 £m 194.8 591.6 1,287.3 373.0 187.6 245.6 2,879.9 % 6 21 44 13 7 9 100 (i) Private equity includes hedge funds and infrastructure funds. Quoted securities in active markets are valued at the latest available bid price at the reporting date. Private equity and infrastructure funds are valued by investment managers using appropriate valuation techniques. These are derived from market based multiples and discount rates of comparable quoted businesses or market transactions which have been determined by the Trustees’ investment advisors to represent fair value. (ii) Liability Driven Investment funds (LDI) are a collateralised portfolio of gilt repurchase agreements and swap contracts designed to hedge approximately 100% (by value of liabilities) of the Schemes’ inflation and interest rate sensitivity. These are independently valued using quoted prices and for OTC instruments by the investment manager using recognised discounting techniques. 116 Financial Statements Financial Statements Notes to the accounts (iii) (iv) Bonds and loans include corporate bonds, distressed credit and loans. Corporate bonds are held in unitised pooled investment vehicles and are valued at the latest available bid price provided by the pooled investment manager. Distressed credit and loans are valued by the investment managers using relevant valuation techniques. The Schemes’ property portfolio represent a mixture of industrial, retail, office and leisure. These assets are independently valued at open market value at 31 March each year with subsequent changes in value based on changes in the Morgan Stanley Capital International (MSCI) property index. The value of employer‐related assets held on behalf of the Schemes at 30 September 2023 was £nil (0.0% of assets), (2022 £nil, 0.0% of assets). The main financial assumptions are shown in the following table: Price inflation Pension increases Discount rate Year ended 30 September 2023 % 3.40 3.05 5.50 Year ended 30 September 2022 % 3.70 3.55 5.30 The discount rate for both scheme liabilities and the fair value of scheme assets reflects yields at the year‐end date on high‐quality corporate bonds and are based on a cash flow‐based yield curve, calculating a single equivalent discount rate reflecting the average duration of the Schemes’ liabilities, rounded to the nearest 0.05% p.a. This methodology incorporates bonds given an AA rating from at least two of the main four rating agencies (Standard & Poor’s, Moody’s, Fitch and DBRS). RPI inflation is derived in a similar way to the discount rate but with reference to the Bank of England spot curve at the duration of the Schemes’ weighted average duration with an appropriate allowance for inflation risk premium (0.20% p.a.), rounded to the nearest 0.05% p.a. Mortality assumptions take account of scheme experience, and also allow for further improvements in life expectancy based on the Continuous Mortality Investigation (CMI) projections but with a long‐term rate of improvement in future mortality rates of 1.0% p.a. Allowance is made for the extent to which employees have chosen to commute part of their pension for cash at retirement. The average duration of the defined benefit obligation at the end of the year is approximately 12 years (2022 13 years). The table below illustrates examples of the assumed average life expectancies from age 60 for the principal Schemes: For a current 60‐year‐old male member of the Scheme For a current 60‐year‐old female member of the Scheme For a current 50‐year‐old male member of the Scheme For a current 50‐year‐old female member of the Scheme Year ended 30 September 2023 Future life expectancy from age 60 (years) 24.9 27.6 25.3 28.1 Year ended 30 September 2022 Future life expectancy from age 60 (years) 25.8 28.4 26.5 29.2 The amounts charged to the Consolidated Income Statement relating to the Group’s defined benefit Schemes, based on the above assumptions are shown in the following table: Past service (cost)/credit (Charge)/Credit to operating profit Finance income Total (charge)/credit to the Consolidated Income Statement Note 3 10 Year ended 30 September 2023 £m (65.3) (65.3) Year ended 30 September 2022 £m 17.8 17.8 42.7 (22.6) 11.9 29.7 The fair value of the Group’s pension assets includes quoted and unquoted investments. The latter require more judgement as their values are not directly observable. The assumptions used in valuing unquoted investments are affected by current market conditions and trends which could result in changes in fair value after the measurement date. 117 Daily Mail and General Trust plc Annual Report 2023 Pension costs and the size of any pension surplus or deficit are sensitive to the assumptions adopted. The table below indicates the effect from changes in the principal assumptions used above: Mortality Increase in pension obligation at 30 September from a one‐year increase in life expectancy Decrease in projected pension credit for the year to 30 September 2023 from a one year increase in life expectancy Inflation rate Increase in pension obligation at 30 September from a 0.1% p.a. increase (excluding hedging) Decrease in projected pension credit for the year to 30 September 2023 from a 0.1% p.a. increase in inflation Discount rate Decrease in pension obligation at 30 September from a 0.1% p.a. increase (excluding hedging) Increase in projected pension credit for the year to 30 September 2023 from a 0.1% increase in discount rate Year ended 30 September 2023 £m Year ended 30 September 2022 £m 54.2 3.0 8.2 0.5 19.1 1.9 54.0 2.8 17.9 0.8 22.1 2.1 There are significant risks in connection with running defined benefit Schemes, and the key risks are highlighted below: Inflation rate risk A significant proportion of the defined benefit obligation is linked to inflation, therefore increased inflation will result in a higher pension obligation. The Trustees have sought to acquire certain assets with exposure to inflationary uplifts in order to negate a proportion of this risk. Monetary assets such as bonds and loans hedge approximately 100% of the Schemes’ risk (by value of liabilities). Life expectancy risk The present value of the defined benefit obligation is calculated with reference to the best estimate of the mortality of scheme members. An increase in assumed life expectancy will result in an increase in the defined benefit obligation. Regular reviews of mortality experience are performed to ensure life expectancy assumptions remain appropriate. Investment risk This is a measure of the uncertainty that the return on the Schemes’ assets meet the return necessary to fund pension obligations. The Schemes hold a significant proportion of equities, but during the year have been reallocating some of these investments into credit and property investments which exhibit lower volatility of return and the LDI investments. Discount rate risk The present value of the defined benefit obligation is calculated using a discount rate set with reference to high‐quality corporate bond yields. A decrease in corporate bond yields will increase the present value of the defined benefit obligation, although this will be partially offset by bonds and the LDI investment funds which reduce the gilt rate risk by hedging approximately 100% of the Schemes’ risk (by value of liabilities). Amounts recognised in the Consolidated Statement of Comprehensive Income (SOCI) are shown in the following table: Actuarial gain Impact of asset ceiling on AVC Plan Total gain recognised in SOCI Cumulative actuarial gain recognised in SOCI at beginning of year Cumulative actuarial gain recognised in SOCI at end of year A history of experience gains and losses is shown in the following table: Present value of defined benefit obligation Fair value of scheme assets Impact of asset ceiling on AVC Plan Combined surplus in Schemes Experience adjustments on defined benefit obligation Experience adjustments on fair value of Scheme assets Note 37 Year ended 30 September 2023 £m (212.4) 1.7 (210.7) 601.0 390.3 Year ended 30 September 2022 £m 273.0 (1.7) 271.3 329.7 601.0 At 30 September 2023 £m (1,778.7) 2,554.6 ‐ 775.9 160.2 (372.6) At 30 September 2022 £m (1,869.0) 2,879.9 (1.7) 1,009.2 995.1 (721.9) At 30 September 2021 £m (2,943.4) 3,238.5 ‐ 295.1 (7.9) 163.7 At 30 September 2020 £m (3,005.8) 3,129.0 ‐ 123.2 (91.9) (20.2) At 30 September 2019 £m (2,975.8) 3,190.8 ‐ 215.0 (419.4) 374.1 118 Financial Statements Financial Statements Notes to the accounts UK defined contribution plans The Group has introduced a number of PensionSaver group personal pension plans that have replaced the trust‐based defined contribution pension plans previously offered to employees. These plans create a consistent pensions savings vehicle across all Group segments. The benefits for all members of the trust‐based plans have been transferred to individual policies held in the member’s own name and the scheme is now wound up. Insured death benefits previously held under this trust have already been transferred to a new trust‐based arrangement specifically for life assurance purposes. The aggregate value of the Group personal pension plans was £235.6 million (2022 £204.0 million) at the year end. The pension cost attributable to these plans during the year amounted to £18.2 million (2022 £17.7 million). Overseas pension plans Overseas subsidiaries of certain Group segments operate defined contribution retirement benefit plans, primarily in North America. The pension cost attributable to these plans during the year amounts to £0.8 million (2022 £0.9 million). 119 Daily Mail and General Trust plc Annual Report 2023 34 Provisions Contract discounts and rebates (iv) £m Coupon discount £m Onerous contracts £m Note Contingent consideration (ii) £m Claims and legal (iii) £m Other (i) £m Current liabilities At 1 October 2021 Charged/(released) during year Utilised during year Transfer from non‐current liabilities Recognised during year Contingent consideration paid Fair value adjustment to contingent consideration Exchange adjustment At 30 September 2022 Acquired in business combinations (Released)/charged during year Utilised during year Transfer to non‐current liabilities Exchange adjustment At 30 September 2023 16, 32 10 16 24.6 (1.1) (1.0) ‐ ‐ ‐ ‐ ‐ 22.5 ‐ 1.8 (1.3) ‐ ‐ 23.0 0.8 0.3 ‐ ‐ ‐ ‐ ‐ ‐ 1.1 ‐ 1.3 ‐ ‐ ‐ 2.4 0.5 2.6 ‐ ‐ ‐ ‐ ‐ ‐ 3.1 ‐ (2.9) ‐ ‐ ‐ 0.2 1.1 ‐ ‐ ‐ ‐ (1.2) 0.1 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 27.1 7.2 (1.3) ‐ ‐ ‐ ‐ 4.7 37.7 ‐ (9.7) (6.8) (9.6) (3.1) 8.5 7.3 0.7 (1.1) (0.7) 2.9 ‐ ‐ 1.2 10.3 0.1 5.7 (7.4) 0.5 (0.8) 8.4 Non‐current liabilities At 1 October 2021 (Released)/charged during year Utilised during year Transfer to current liabilities Exchange adjustment At 30 September 2022 (Released)/charged during year Utilised during year Transfer from current liabilities At 30 September 2023 Onerous contracts £m Claims and legal (iii) £m Other (i) £m 0.9 (0.6) ‐ ‐ ‐ 0.3 (0.3) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 9.6 9.6 1.4 0.1 (0.2) 0.7 (0.1) 1.9 0.2 (0.6) (0.5) 1.0 Total £m 61.4 9.7 (3.4) (0.7) 2.9 (1.2) 0.1 5.9 74.7 0.1 (3.8) (15.5) (9.1) (3.9) 42.5 Total £m 2.3 (0.5) (0.2) 0.7 (0.1) 2.2 (0.1) (0.6) 9.1 10.6 (i) Other current provisions principally comprise end of service provisions of £6.6 million (2022 £6.0 million), dilapidation provisions of £0.9 million (2022 £0.5 million) and cancellation provisions of £nil (2022 £2.9 million). Other non‐current provisions principally comprise dilapidation provisions of £0.8 million (2022 £1.6 million) and a provision for amounts payable to the Newspaper Society following the cessation of membership on disposal of Northcliffe Newspapers Ltd in 2012 of £0.2 million (2022 £0.3 million). Contingent consideration was based on future business valuations and profit multiples and has been estimated using available data forecasts. Certain contingent consideration arrangements are not capped since they are based on future business performance. Claims and provisions largely relate to the EPA’s claim against Genscape, see Note 18 for further details. Contract discounts and rebates relate to provisions held for rebates agreed with advertising agencies and advertisers, on advertising spend across the Group’s Consumer Media titles. (ii) (iii) (iv) 120 Financial Statements Financial Statements Notes to the accounts 35 Deferred taxation Note 11, (i) 11, (i) 37 11, (i) 37 16 At 30 September 2021 Disclosed within non‐current liabilities Disclosed within non‐current assets (Charge)/credit to income Credit/(charge) to income due to change in tax rate Charge to equity Exchange adjustment At 30 September 2022 Disclosed within non‐current liabilities Disclosed within non‐current assets Credit/(charge) to income Credit to equity Owned by subsidiaries acquired Exchange adjustment At 30 September 2023 Disclosed within non‐current liabilities Disclosed within non‐current assets At 30 September 2023 Accelerated capital allowances £m 36.2 Goodwill and intangible assets £m (16.4) 36.0 (17.1) 0.2 2.4 0.7 ‐ 1.7 41.0 41.0 ‐ 3.1 ‐ ‐ ‐ 44.1 44.1 ‐ 44.1 0.7 23.2 ‐ ‐ (0.2) 6.6 (17.1) 23.7 (0.3) ‐ (1.4) (1.3) 3.6 (16.5) 20.1 3.6 Share‐ based payments £m 12.0 Deferred interest £m 1.5 Trading losses and tax credits £m 30.9 Pension scheme surplus and pension payment spreading £m (75.1) 29.9 (75.1) 12.0 ‐ (7.7) 0.1 (4.4) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 1.2 0.3 2.8 ‐ ‐ ‐ 4.3 4.0 0.3 2.2 ‐ ‐ ‐ 6.5 6.1 0.4 6.5 1.0 (23.1) 0.5 ‐ 1.5 9.8 3.9 5.9 25.8 ‐ ‐ (0.4) 35.2 ‐ (56.4) 1.2 (95.0) ‐ (225.3) ‐ (18.0) 62.7 ‐ ‐ (180.6) 26.6 (180.6) 8.6 35.2 ‐ (180.6) Other £m 9.7 7.2 2.5 (0.1) 0.1 ‐ 1.0 10.7 Total £m (1.2) (5.9) 4.7 (58.9) 2.6 (99.4) 4.0 (152.9) 1.5 (1.1) ‐ ‐ (0.2) 9.4 8.5 0.9 9.4 31.4 11.7 62.7 (1.4) (1.9) (81.8) (111.8) 30.0 (81.8) (225.3) 9.2 (184.3) (i) Includes £nil attributable to discontinued operations (2022 £22.2 million credit). The deferred tax asset disclosed in the Consolidated Statement of Financial Position in respect of deferred interest, tax losses and tax credits is analysed as follows: UK North America Rest of the World At 30 September 2023 £m 32.8 5.1 3.8 41.7 At 30 September 2022 £m 7.9 4.6 1.6 14.1 During the year the Group’s IAS 19 pension scheme surplus (“the IAS 19 Surplus”) decreased by £233.3 million to £775.9 million. The deferred tax liability in respect of the IAS 19 Surplus decreased by £69.4 million to £230.4 million during the year. This deferred tax liability is calculated as the sum of the income tax that would be withheld on the part of the IAS 19 Surplus that is expected (when measuring deferred tax) to be returned to the Group in the future (“the Income Tax Temporary Difference”) plus the corporation tax impact of the reversal of the remainder of the IAS 19 Surplus through the Group’s Income Statement. The excess of the IAS 19 Surplus over the Income Tax Temporary Difference is assumed to reverse through the Group’s Income Statement in a straight line over the current weighted average life expectancy of the members of each scheme, being 21 years for the Harmsworth Pension Scheme and 17 years for the DMGT Senior Executive Pension Fund. The amount of the IAS 19 Surplus that might be returned to the Group in the future is highly uncertain and depends on a range of factors including (i) performance of scheme assets, (ii) macroeconomic conditions, (iii) future costs of insuring liabilities, (iv) the manner in which the pension schemes are operated and concluded. For the purpose of considering the manner of recovery of the IAS 19 Surplus under IAS 12 (i.e. for the measurement of deferred tax), judgement is therefore required. In accordance with IAS 12, the Group has used its best estimate to calculate the Income Tax Temporary Difference. The assumptions used in calculating the Income Tax Temporary Difference include (i) using discount rates based on long‐term gilt rates, which are lower than the discount rates used in calculating the IAS 19 Surplus, (ii) making estimates as to current insurer pricing, (iii) making no allowance for costs of any transaction or discount on sales of illiquid assets. If the amount of IAS 19 Surplus recovered as an Income Tax Temporary Difference were to increase or decrease by £100.0 million, deferred tax liabilities would increase or decrease by £10.0 million respectively. 121 Daily Mail and General Trust plc Annual Report 2023 On 22 November 2023, in its Autumn Statement, the UK Government announced its intention to reduce the income tax rate applicable for surplus payments that are returned to the sponsoring employer in defined benefit schemes from 35.0% to 25.0% with effect from 1 April 2024. However, this intended rate change was not enacted as at 30 September 2023 and its effect has therefore been excluded from the calculation of the deferred tax liability in respect of the IAS 19 Surplus. The Group estimates that the impact of this change in rate is to decrease the Group’s net deferred tax liabilities by £36.4 million. A deferred tax asset of £49.6 million has been recognised in relation to the spreading of UK tax relief for the large pension contributions made during 2022. This asset is shown above netted against the £230.4 million deferred tax liability in relation to the pension scheme surplus. Deferred tax assets are first recognised against the reversal of deferred tax liabilities and then against future forecast taxable profits where there is sufficient evidence to consider these probable. Deferred tax assets totalling £87.7 million in respect of deferred interest (£6.1 million), tax losses (£nil), the temporary timing difference in respect of pensions payments (£49.6 million), accelerated capital allowances (£29.0 million), and other timing differences (£3.0 million) have been recognised in the UK against the deferred tax liability arising in respect of the excess of the IAS 19 Surplus over the Income Tax Temporary Difference. Deferred tax assets totalling £40.4 million in respect of deferred interest (£nil), tax losses (£26.6 million), the temporary timing difference in respect of pensions payments (£nil), accelerated capital allowances (£13.8 million), and other timing differences (£nil) have been recognised in the UK on the basis that the Directors are of the opinion, based on recent and forecast trading, that there is convincing evidence that sufficient taxable profits will be generated in the UK in future accounting periods, such that it is considered probable that these assets will be recovered. Evidence includes the Group’s recent and forecast trading, taking into account: non‐recurring exceptional costs, the long‐term nature of the business and risks associated with the future performance of the Group. For these purposes the Group takes into account the risks associated with the future performance of the Group by applying an annual risk factor that reduces forecast operating profits by 5.0% per annum on a straight line basis. The future performance of the Group could result in revisions of risk‐weighted profit forecasts such that there is a material change in deferred tax assets recognised in respect of future forecast taxable profits. If the risk‐weighted operating profits were to be 5.0% higher or lower than the forecast in each year, deferred tax assets would increase by approximately £8.0 million or decrease by approximately £6.0 million respectively. If the annual risk factor applied to the forecast operating profits was increased to 6.0% or reduced to 4.0%, deferred tax assets would decrease by approximately £8.0 million or increase by approximately £16.0 million respectively. Deferred tax assets totalling £26.0 million in respect of deferred interest (£0.4 million), tax losses (£4.8 million), accelerated capital allowances (£nil), intangible assets (£20.1 million), and other timing differences (£0.7 million) have been recognised in North America and deferred tax assets totalling £4.1 million have been recognised in the Rest of the World on the basis that the Directors are of the opinion, based on recent and forecast trading, that there is convincing evidence that sufficient taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be recovered. The Income Tax Temporary Difference does not give rise to a deferred tax liability of the type against which the Group’s deferred tax assets can be utilised. The quantum of deferred tax assets recognised in the UK in respect of tax losses and other timing differences is therefore dependent on the quantum of the deferred tax liability arising in respect of the excess of the IAS 19 Surplus over the Income Tax Temporary Difference. Accordingly, any volatility in the IAS 19 Surplus, or any change in the Directors’ assessment of its manner of recovery, creates volatility in the quantum of deferred tax assets recognised. There is an unrecognised deferred tax asset of £133.6 million (2022 £114.7 million) which relates to revenue losses and £33.7 million (2022 £34.2 million) which relates to deferred interest where there is insufficient certainty that these losses will be utilised in the foreseeable future. There is an additional unrecognised deferred tax asset of £405.9 million (2022 £403.8 million) which relates to capital losses carried forward. £508.8 million of the revenue losses in respect of which the Group recognises no deferred tax asset have no expiry date, and £1.5 million of the unrecognised revenue losses are expected to expire during the period 2024 to 2030. All of the deferred interest of £134.9 million and capital losses of £1,623.6 million in respect of which the Group recognises no deferred tax asset have no expiry date. No deferred tax liability is recognised on temporary differences of £394.9 million (2022 £372.5 million) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The temporary differences at 30 September 2023 represent only the unremitted earnings of those overseas subsidiaries where remittance to the UK of those earnings may still result in a tax liability, principally as a result of dividend withholding taxes levied by the overseas tax jurisdictions in which these subsidiaries operate. On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15.0%. The legislation implements a domestic top‐up tax and a multinational top‐up tax, effective for accounting periods starting on or after 31 December 2023. The Group has applied the exception allowed by an amendment to IAS 12 amendment to recognising and disclosing information about deferred tax assets and liabilities related to top‐up income taxes. 122 Financial Statements Financial Statements Notes to the accounts 36 Called‐up share capital Ordinary Shares of 12.5 pence each A Ordinary Non‐Voting Shares of 12.5 pence each Ordinary Shares A Ordinary Non‐Voting Shares Allotted, issued and fully paid At 30 September 2023 £m 2.5 26.3 28.8 Allotted, issued and fully paid At 30 September 2023 Number of shares 19,890,364 210,798,306 230,688,670 Allotted, issued and fully paid At 30 September 2022 £m 2.5 26.3 28.8 Allotted, issued and fully paid At 30 September 2022 Number of shares 19,890,364 210,798,306 230,688,670 The two classes of shares are equal in all respects, except that the A Ordinary Non‐Voting Shares do not have voting rights and hence their holders are not entitled to vote at general meetings of the Company. On 2 December 2021, Rothermere Continuation Limited (RCL) and the Non‐conflicted DMGT Directors announced the terms of a recommended increased and final cash offer of £2.70 per share for all of the issued DMGT A Ordinary Non‐Voting Shares not already owned by RCL (the Final Offer). On 16 December 2021, RCL announced that all of the Conditions to the Final Offer had been satisfied or, where applicable, waived and the Final Offer was therefore unconditional in all respects. Following the Final Offer becoming unconditional the Board of DMGT resolved to make applications to (i) the FCA to cancel the listing of all DMGT A Ordinary Non‐ Voting Shares on the FCA's Official List and (ii) to cancel trading in all DMGT A Ordinary Non‐Voting Shares on the London Stock Exchange's main market for listed securities which took effect as of 8.00 am on 10 January 2022. On 24 February 2022, RCL acquired all remaining DMGT shares that it had not already acquired by that date. 37 Reserves Share premium account At start of year Capital reduction At end of year Capital redemption reserve At start of year On cancellation of A Ordinary Non‐Voting Shares Capital reduction At end of year Own shares At start of year Own shares released on vesting of share options On cancellation of A Ordinary Non‐Voting Shares At end of year Note (iii) (ii) (iii) (i) (ii) Year ended 30 September 2023 £m Year ended 30 September 2022 £m 17.8 (17.8) ‐ 21.5 ‐ (21.5) ‐ ‐ ‐ ‐ ‐ 17.8 ‐ 17.8 21.0 0.5 ‐ 21.5 (35.5) 6.6 28.9 ‐ The Group’s investment in its own shares represented shares held in treasury and shares held by an employee benefit trust (EBT) to satisfy incentive schemes. At 30 September 2023, this investment comprised nil A Ordinary Non‐Voting Shares (2022 nil shares) held in treasury and nil A Ordinary Non‐Voting Shares (2022 nil shares) held in the EBT. The market value of the Treasury Shares at 30 September 2023 was £nil (2022 £nil) and the market value of the shares held in the EBT at 30 September 2023 was £nil (2022 £nil). 123 Daily Mail and General Trust plc Annual Report 2023 The EBT was independently managed and purchased shares in order to satisfy outstanding share options and potential awards under long‐term incentive plans. (i) (ii) (iii) During the prior year, the Company utilised 0.9 million A Ordinary Non‐Voting Shares in order to satisfy incentive schemes. This represented 0.4% of the called‐up A Ordinary Non‐Voting Share capital at 30 September 2022. The carrying value of these shares was £6.6 million in the prior year. On 7 February 2022 4,115,021 DMGT A Ordinary Non‐Voting Treasury shares were cancelled resulting in the transfer of £0.5 million nominal value of these shares from Share capital to the Company’s Capital Redemption Reserve together with a transfer of £28.9 million from Treasury shares to Retained earnings. During the year the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred to the Company’s retained earnings. Translation reserve At start of year Foreign exchange differences on translation of foreign operations Translation reserves recycled to Consolidated Income Statement on disposals Gain/(loss) on hedges of net investments in foreign operations Costs of hedging Costs of hedging recycled to Consolidated Income Statement on currency swap termination At end of year Year ended 30 September 2023 £m Year ended 30 September 2022 £m Note 8 10 0.5 (0.9) 1.7 5.1 (0.2) ‐ 6.2 6.9 5.8 (6.4) (5.9) 0.4 (0.3) 0.5 The translation reserve arises on the translation into sterling of the net assets of the Group’s foreign operations, offset by changes in fair value of financial instruments used to hedge this exposure. Included in the translation reserve is a cumulative loss of £2.0 million (2022 £7.1 million) in relation to continuing hedge relationships and a cumulative loss of £6.1 million (2022 £6.1 million) in relation to hedging relationships for which hedge accounting is no longer applied. Retained earnings At start of year Profit/(loss) for the year Dividends Cazoo dividend in specie Actuarial (loss)/gain on defined benefit pension schemes Credit to equity for share‐based payments Settlement of exercised share options Transfers Receipt in respect of prior period pension payment Transfer from share premium and capital redemption reserve Fair value movement of financial assets at fair value through Other Comprehensive Income Deferred tax on actuarial movement Deferred tax on other items recognised directly in equity Cancellation of shares At end of year At end of year ‐ total reserves Year ended 30 September 2023 £m Year ended 30 September 2022 £m Note 12 12 33 6, 14, 40 (iii) 24 35 35 933.9 6.1 (19.2) ‐ (210.7) ‐ ‐ ‐ 4.0 39.3 7.4 62.7 ‐ ‐ 823.5 3,044.1 (133.8) (1,356.4) (109.8) 271.3 58.8 (62.7) (3.3) ‐ ‐ (646.0) (95.0) (4.4) (28.9) 933.9 829.7 973.7 124 Financial Statements Financial Statements Notes to the accounts 38 Non‐controlling interests At start of year Share of loss for the year Shares issued Non‐controlling interest arising on acquisition Foreign exchange differences on translation of foreign operations At end of year 39 Commitments and contingent liabilities Commitments At 30 September 2023, the Group had outstanding capital expenditure commitments as follows: Right of use assets ‐ Property, plant and equipment Contracted but not provided in the financial statements Property, plant and equipment Contracted but not provided in the financial statements Year ended 30 September 2023 £m (2.0) (1.8) 1.8 1.2 0.7 Year ended 30 September 2022 £m (1.5) (0.3) ‐ ‐ (0.2) (0.1) (2.0) At 30 September 2023 £m At 30 September 2022 £m ‐ 3.4 7.5 ‐ Note 16 Note (i) (ii) (i) The lease at NCH expired in December 2022 and temporary office space at 9 Derry Street is being used whilst redevelopment works at NCH are being carried out. The target end date for these works is June 2026, at which point the Group will commence its own fit out works prior to moving back to NCH. At 30 September 2023 the Group had contracted for but not provided for capital expenditure amounting to £nil (2022 £7.5 million) in relation to the move into temporary office space at 9 Derry Street. A new lease for NCH has been signed covering 109,000 square feet for 15 years. The new NCH lease includes a 42‐month rent free period and includes five‐ year market reviews. The total amount payable over the lease term is estimated to be £98.4 million. (ii) At 30 September 2023 the Group had contracted for but not provided for capital expenditure amounting to £3.4 million (2022 £nil) in relation to committed hardware spending on datacentres. The Group has entered into non‐cancellable arrangements with events and exhibitions’ organisers to secure venue bookings and costs at competitive prices for future events and exhibitions for the year to December 2024. At 30 September 2023, the commitment to book venues over this period was £22.1 million (2022 £13.8 million for the period to December 2023). The Group has entered into arrangements with ink suppliers to obtain ink for the year to December 2023 at competitive prices and to secure supply. At 30 September 2023, the commitment to purchase ink over this period was £nil (2022 £0.3 million for the period to December 2022). The Group has entered into agreements with various printers for years up to December 2024 at competitive prices and to secure supply. At 30 September 2023, the commitment to purchase printing capacity over this period was £1.4 million (2022 £4.1 million for the period to December 2024). Contingent liabilities The Group has issued standby letters of credit (SLCs) amounting to £1.9 million (2022 £2.0 million), principally relating to the Group’s property lease obligations. The SLCs are not expected to be called upon as they are only intended to cover instances where the Group defaults on payments under these obligations. The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. The Group makes provision when such an outcome is judged probable. 125 Daily Mail and General Trust plc Annual Report 2023 40 Share‐based payments and Long‐term incentive plans Prior to going private in December 2021, the Group offered a number of share‐based remuneration schemes to Directors and certain employees. The principal schemes comprised share options under the DMGT, Insurance Risk, Property Information and Consumer Media Executive Share Option Schemes. Share options were exercisable after the vesting period, subject in some cases to the satisfaction of performance conditions, and up to 10 years from the date of grant at a price equivalent to the market value of the respective shares at the date of grant. The fair value of share options for each of these schemes was determined using a Black‐Scholes model. With respect to all schemes, expected volatility was estimated, based upon relevant historic data in respect of the DMGT A Ordinary Non‐Voting Share price. During the prior year Rothermere Continuation Limited (RCL) acquired all of the issued DMGT A Shares not already owned by RCL. Following this transaction, certain of the Group’s equity‐settled long‐term incentive plan (LTIP) arrangements early vested subject to pro‐rata vesting and were cancelled and replaced with cash‐ settled incentive awards. These cash‐settled incentive awards are fixed amounts payable on the vesting dates of the original equity‐settled awards and vest subject to a service period as follows: Vesting date December 2023 December 2024 December 2025 LTIP payable £m 1.2 1.1 0.8 3.1 When an equity‐settled LTIP is cancelled, IFRS 2, Share‐based Payment requires this to be treated as an acceleration of the original vesting period. The impact of this acceleration resulted in non‐cash LTIP charges being charged against profits of the prior period which normally would have been charged against profits of future periods. These accelerated charges were treated as exceptional operating costs. In addition to the above original equity‐settled awards the Group has granted long‐term cash‐settled incentive awards to certain employees. These awards are linked to a multiple of salary based on revenue and cash operating income performance against budget and are subject to employment status on vesting. The estimated future amounts payable on vesting are as follows: Vesting date December 2023 December 2024 December 2025 The total charge to the Consolidated Income Statement in respect of LTIP arrangements is as follows: Segment Scheme DMGT Board and Corporate Costs Consumer Media Equity‐settled LTIP arrangements Cash‐settled LTIP arrangements Social security costs Long‐Term Incentive Plan Long‐Term Incentive Plan Option Plan LTIP payable £m 5.2 6.1 5.6 16.9 Year ended 30 September 2023 £m ‐ ‐ ‐ Year ended 30 September 2022 £m 44.7 14.0 0.1 ‐ 8.8 0.7 9.5 58.8 9.3 0.4 68.5 126 Financial Statements Financial Statements Notes to the accounts 41 Ultimate holding company The Company’s immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands. Daily Mail and General Trust plc is the only company in the Group to prepare Consolidated Financial Statements. 42 Related party transactions Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below. For the purposes of IAS 24, Related Party Disclosures, executives below the level of the Company’s Board are not regarded as related parties. The remuneration of the Directors at the year end, who are the key management personnel of the Group, is set out in aggregate in Note 6. Ultimate controlling party Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its controlling shareholding in DMGT, being its 100% holding of DMGT’s issued Ordinary Shares and DMGT’s issued A Ordinary Non‐Voting Shares. RCL is controlled by a discretionary trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey. RCL and its directors, and the Trust are related parties of the Company. Transactions with Directors During the year, Forsters LLP in which Mr A Lane, a Non‐Executive Director of the Company, is a partner, provided legal services to the Company amounting to £137,558 (2022 £170,899). During the year, Dixon Wilson Chartered Accountants and H.W. Wood Ltd., in which Mr D Nelson, a Non‐Executive Director of the Company, is a partner and director respectively, provided professional services to the Company amounting to £17,500 (2022 £76,350). The charge to the Income Statement in relation to Directors' remuneration is as follows: Salary and fees paid to Executive Directors Fees paid to third parties and Non‐Executive Directors Annual bonuses Long‐term incentives Pension benefits Other Year ended 30 September 2023 £m 3.3 0.4 1.2 3.1 0.3 0.3 8.6 Year ended 30 September 2022 £m 3.2 0.5 9.1 56.9 0.8 0.2 70.7 Transactions with joint ventures and associates Details of the Group’s principal joint ventures and associates are set out in Note 23. Associated Newspapers Ltd (ANL) has a 50.0% (2022 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2022 £5.8 million) has been fully provided. Northcliffe Media Ltd (NML) has a 45.0% (2022 nil) shareholding in What On Earth Magazines Ltd (WOEM), an associate. During the year NML provided cash funding amounting to £0.6 million and £0.4 million of media credits (2022 £nil cash and £nil media credits). DMGV Ltd (DMGV) has a 23.9% (2022 23.9%) shareholding in Excalibur Holdco Ltd (Excalibur), an associate. During the year, services provided to Excalibur amounted to £0.3 million (2022 £0.3 million). At 30 September 2023, amounts due from Excalibur amounted to £17.3 million (2022 £17.3 million) loan notes. The loan notes carry an annual coupon of 10.0% and £10.3 million (2022 £10.3 million) was outstanding in relation to this coupon at 30 September 2023. An expected lifetime impairment allowance of £12.0 million (2022 £12.0 million) has been made against the loan note and unpaid coupon balance. DMGV had a 45.3% shareholding in Yopa Property Ltd (Yopa), an associate, in the prior year. During the year, the Group increased its shareholding to 74.0% and Yopa is now a subsidiary. Prior to this, the Consumer Media segment provided services to Yopa amounting to £0.1 million (2022 £nil), and the Property Information segment paid referral fees of £0.9 million (2022 £2.8 million) and made sales of £nil (2022 £0.1 million) to Yopa. At 30 September 2022, amounts due from Yopa amounted to £3.8 million convertible loan notes. The loan notes carried an annual coupon of 10.0% and £0.2 million was outstanding in relation to this coupon. At 30 September 2022, the total loan amount due of £3.8 million was fully provided. DMGV has a 35.1% (2022 33.9%) shareholding in Quick Move Ltd, an associate. During the year, services provided to Quick Move amounted to £0.2 million (2022 £0.4 million) from the Consumer Media segment. DMGV provided cash funding amounting to £0.5 million and £0.3 million of media credits (2022 £0.4 million cash and £0.2 million of media credits) during the year. In the prior year ended 30 September 2022, DMGV also provided cash funding of £2.0 million convertible loan notes carrying an annual coupon of 10.0%. On 6 September 2022, the loan notes £2.0 million and outstanding coupon of £0.2 million were converted to Ordinary shares. 127 Daily Mail and General Trust plc Annual Report 2023 DMGV has a nil (2022 20.1%) shareholding in Factory 14 S.a.r.l, an associate. At 30 September 2023, amounts due from Factory 14 amounted to £4.2 million loan notes (2022 £4.2 million). The loan notes carried an annual coupon of 8.0% and £0.2 million (2022 £0.2 million) was outstanding in relation to this coupon at 30 September 2023. The total amount due of £4.4 million was fully provided. The company was sold to other shareholders for nil value during the year. DMG Events (USA), Inc. has a 20.0% (2022 20.0%) shareholding in Whereoware, LLC, an associate. During the year, DMG Events (USA), Inc. received dividends of £0.1 million (2022 £0.1 million) from Whereoware, LLC. DMGI Land & Property Europe Ltd (DMGILP), of which Landmark Information Group Ltd (Landmark) is a subsidiary undertaking, has a 50.0% (2022 50.0%) shareholding in PointX Ltd (PointX), a joint venture. During the year, Landmark charged management fees of £0.3 million (2022 £0.3 million) and recharged costs of £0.2 million (2022 £0.1 million) to PointX. DMGILP received dividends of £nil (2022 £0.1 million) from PointX. SearchFlow Ltd (SF) has a 50.0% (2022 50.0%) shareholding in Decision First Ltd (DF), a joint venture. During the year, Decision Insight Information Group (UK) Ltd (DIIG UK), parent undertaking of SF, recharged costs to DF amounting to £0.2 million (2022 £0.2 million) and charged management fees of £0.1 million (2022 £0.1 million). During the year, SF received dividends of £0.5 million (2022 £1.0 million) from DF. Other related party disclosures Under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pooled Property Unit Trust (HPPUT) which were purchased from the Group during a prior year, the Group was charged for rent and service charges in relation to the current year amounting to £0.2 million (2022 £0.2 million). The Group recharges HPPUT with accounting and secretarial supports. During the year, the total amount recharged was £0.1 million (2022 £nil). At 30 September 2023, the Group owed £1.0 million (2022 £1.1 million) to the pension schemes which it operates. This amount comprised employees’ and employer’s contributions in respect of September 2023 payrolls. The Group recharges its principal pension schemes with costs of administrative and investment management fees. The total amount recharged during the year was £7.3 million (2022 £0.3 million). Contributions made during the year to the Group’s retirement benefit plans are set out in Note 33, along with details of the Group’s future funding commitments. ANL paid contributions to DMGT Healthcare Trustees totaling £1.2 million (2022 £1.1 million). At 30 September 2023, a total of £1.1 million (2022 £1.0 million) was owed to the scheme by ANL. 43 Post balance sheet events Acquisitions Following the year end the Group made the following acquisitions: (i) A £0.2 million cash investment in PointX Ltd, a joint venture, representing a 50.0% equity stake. After acquisition PointX Ltd will be a fully owned subsidiary of the Group. (ii) A £1.0 million Safe Agreement for Future Equity investment in Hexagon Cup Padel Holdings Ltd. Disposals Following the year end the Group disposed 1.0% of its equity stake in LineVision, Inc. for cash consideration of US$1.4 million (£1.0 million). Other Following the year end News UK and dmg media proposed a joint venture which would combine the newspaper operations of Newsprinters (News UK) and dmg media in Great Britain. Under the proposal, a new company (NewCo) would be created to run the combined print operations. The proposed NewCo, which is subject to consultation, would help improve the efficiency of News UK and dmg media’s print operations and establish a sustainable business model for the future of national newspaper printing in the UK. The proposed NewCo would operate independently, with its own senior leadership team drawn from Newsprinters and dmg media. The NewCo is limited to the parties’ printing operations and does not represent closer working between News UK and dmg media on media, editorial or commercial activity. The proposal would retain the three current Newsprinters sites in Broxbourne (Hertfordshire), Knowsley (Merseyside) and Eurocentral (Glasgow), and would mean the closure of both dmg media sites, in Thurrock (Essex) and Dinnington (South Yorkshire). dmg media would retain ownership of the Carn print site in Northern Ireland which is unaffected by this proposal and will operate as normal. Both parties are engaging with the relevant regulatory authorities, including the Competition and Markets Authority. Until these regulatory processes are complete, the dmg media printing business and Newsprinters UK remain separate and independent and will continue to operate as such. 128 Financial Statements Financial Statements Notes to the accounts 44 Subsidiaries exempt from audit The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies Act 2006 for the year ended 30 September 2023: Subsidiary name Daily Mail and General Holdings Ltd Daily Mail and General Investments Ltd DMGB Ltd DMGV Ltd Daily Mail International Ltd DMG Asset Finance Ltd DMG Atlantic Ltd DMG Events International Ltd DMG Information Ltd DMGZ Ltd Northcliffe Media Ltd Ralph US Holdings Young Street Holdings Ltd DMG Events (Conferences) Ltd DMG Events (UK) Ltd Company registration number 01693108 02251116 04521116 05830195 01966438 05528329 04521108 04118004 03708142 00272225 03403993 06341444 04485808 03410466 02246951 Subsidiary name Trepp UK Ltd Searchflow Ltd Landmark Valuation Services Ltd Decision Insight Hub Ltd Decision Insight Information Group (UK) Ltd Millar & Bryce Ltd dmgi Land and Property Europe Ltd Onesearch Direct Ltd dmg media Limited Mail Finance Services Ltd Associated Print Holdings Limited Associated Printing (Dinnington) Limited Associated Printing (Portsmouth) Limited Associated Printing (Carn) Limited Company registration number 03209327 04084804 01670075 04084803 02099085 SC134475 01163844 SC230285 05765286 04282263 11573312 11575473 11575513 11575502 The Directors of Daily Mail and General Trust plc have confirmed that the Company will provide a guarantee under Section 479C in relation to the subsidiaries listed above. No dormant subsidiaries have taken the exemption from preparing individual accounts by virtue of Section 394A of Companies Act 2006. No dormant subsidiaries have taken the exemption from filing with the registrar individual accounts by virtue of Section 448A of Companies Act 2006. The following UK subsidiaries will take advantage of the audit exemption set out within Section 480 of the Companies Act 2006, exemption from audit for dormant companies for the year ended 30 September 2023: Subsidiary name A&N Media Finance Services Ltd Abbey Newco Ltd Argyll Environmental Ltd Central Independent News and Media Ltd Daily Mail Ltd DMGZ Ltd Entale Media Ltd Estate Technical Solutions Ltd Hillgate Financial Services Ltd Company registration number Subsidiary name Company registration number Hillgate Investment Trading Ltd Landmark Analytics Ltd MailLife Financial Services Ltd Ochresoft Technologies Ltd The Mail on Sunday Ltd Yopa Estate Agents Ltd Yopa Investments Ltd Yopa Lettings Ltd Yopa Property Sales Ltd 09119535 05156356 01063950 03645549 01160545 10055050 10068340 10054884 10054986 03709742 13550497 04603621 03015855 01160542 03125581 10872547 07071305 09907935 129 Daily Mail and General Trust plc Annual Report 2023 45 Full list of Group undertakings Subsidiary name Registered office A&N Media Finance Services Ltd Northcliffe House, 2 Derry Street, London W8 5TT Abbey Newco Ltd AN (Mauritius) Ltd Andor Holdco Ltd Argyll Environmental Ltd Associated Newspapers (Ireland) Ltd Ground Floor, 7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebène, Mauritius Northcliffe House, 2 Derry Street, London W8 5TT 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Top Floor, Two Haddington Buildings, 20‐38 Haddington Road, Dublin 4, D04 HE94, Ireland Associated Newspapers Ltd Northcliffe House, 2 Derry Street, London W8 5TT Associated Newspapers North America, Inc. Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Associated Print Holdings Ltd Northcliffe House, 2 Derry Street, London W8 5TT Associated Printing (Carn) Ltd Northcliffe House, 2 Derry Street, London W8 5TT Associated Printing (Dinnington) Ltd Northcliffe House, 2 Derry Street, London W8 5TT Associated Printing (Portsmouth) Ltd Central Independent News and Media Ltd Northcliffe House, 2 Derry Street, London W8 5TT Northcliffe House, 2 Derry Street, London W8 5TT Coral Mint Ltd Top Floor, Two Haddington Buildings, 20‐38 Haddington Road, Dublin 4, D04 HE94, Ireland Daily Mail and General Holdings Ltd* Northcliffe House, 2 Derry Street, London W8 5TT Daily Mail and General Investments Ltd Northcliffe House, 2 Derry Street, London W8 5TT Daily Mail and General Trust plc Northcliffe House, 2 Derry Street, London W8 5TT Daily Mail Ltd Northcliffe House, 2 Derry Street, London W8 5TT Daily Mail On‐Air, LLC CSC Lawyers Incorporating Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, CA 95833, United States Decision Insight Hub Ltd 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Decision Insight Information Group (UK) Ltd 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY DMG Angex Ltd (in Liq'n) DMG Asset Finance Ltd 31st Floor, 40 Bank Street, London E14 5NR Northcliffe House, 2 Derry Street, London W8 5TT DMG Atlantic Ltd DMG Conference & Exhibition Services (Shanghai) Ltd Northcliffe House, 2 Derry Street, London W8 5TT Room 428, Level 4, No 55 Xiya Road (Plot 5 Of Zone F), Shanghai, China DMG Connect, Inc Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States DMGE Exhibitions Organization and Management ‐ Sole Proprietorship LLC Unit 308, 3rd Floor, Arjan Building, Sector 18‐2 East, Plot C91, Defense Road, Abu Dhabi DMG Events (Canada), Inc. DMG Events (Conferences) Ltd DMG Events (Doha), LLC #1510 – 140 10 Avenue SE, Calgary, Alberta T2G 0R1, Canada Northcliffe House, 2 Derry Street, London W8 5TT Office 706, Palm Tower B, PO Box 3601, West Bay, Doha, Qatar 130 Country of incorporation or registration UK UK Classes of shares held Ordinary Ordinary Mauritius Ordinary % shareholding (% held directly by parent) 100.0% 100.0% 100.0% 74.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% N/A Ordinary D Ordinary A Ordinary Ordinary Common Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary and A ordinary non voting Ordinary 100.0% USA Ordinary 100.0% Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% USA Common 100.0% Abu Dhabi Ordinary 100.0% Canada UK Qatar Ordinary Ordinary Ordinary 100.0% 100.0% 100.0% UK UK Ireland UK USA UK UK UK UK UK Ireland UK UK UK UK UK UK UK UK UK China Dailymail.com Australia Pty Ltd Level 12, 207 Kent Street, Sydney, NSW 2000, Australia Australia Financial Statements Financial Statements Notes to the accounts DMG Events (MEA) Ltd (in liq'n) DMG Events (PNG) Ltd 31st Floor, 40 Bank Street, London E14 5NR Level 3, Pacific Mmi Building, Port Moresby, National Capital District, Papua New Guinea UK Papua New Guinea DMG Events (UK) Ltd Northcliffe House, 2 Derry Street, London W8 5TT DMG Events (USA), Inc. DMG Events Asia Pacific Pte Ltd DMG Events Egypt Ltd DMG Events India Private Ltd DMG Events International Ltd DMG Events, LLC DMG Events, LLC Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States 8 Marina Boulevard #05‐02, Marina Bay Financial Centre, 018981, Singapore Office 1, Mezzanine Floor, Hall 2, Egypt International Exhibition Centre, Elmoushir Tantawy Axis,New Cairo, Egypt Level 4, Dynasty A Wing, Andheri Kurla Road, Mumbai, 400059, Maharashtra, India Northcliffe House, 2 Derry Street, London W8 5TT Oasis Centre, Office # 57, 3rd Floor, Plot # 354‐378, Al Quoz 1, SZ Road, Dubai Office 408, Salama Tower, Al Madinah, Al Munawarah Road, As Salamah District, PO Box 3650, Jeddah, Saudi Arabia DMG Exhibition Management Services (PTY) Ltd 76 Eleventh Street, Parkmore, Johannesburg, 2196, South Africa DMG Information Hong Kong Company Ltd 14th Floor, One Taikoo Place, 979 King's Rd, Quarry Bay, Hong Kong DMG Information Ltd DMG Media Ltd DMG Nigeria Events Limited Northcliffe House, 2 Derry Street, London W8 5TT Northcliffe House, 2 Derry Street, London W8 5TT Plot E, Ikosi Road, Oregun Industrial Estate, Ikeja, Lagos, Nigeria DMG World Media Abu Dhabi Ltd (i) DMG World Media Dubai (2006) Ltd (i) DMGB Ltd* DMGI Land & Property Europe Ltd DMGK Ltd DMGT US Employee Services, Inc. DMGV Ltd DMGZ Ltd 15 Esplanade, St Helier, JE1 1RB, Jersey, Channel Islands 15 Esplanade, St Helier, JE1 1RB, Jersey, Channel Islands Northcliffe House, 2 Derry Street, London W8 5TT 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Northcliffe House, 2 Derry Street, London W8 5TT Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Northcliffe House, 2 Derry Street, London W8 5TT Northcliffe House, 2 Derry Street, London W8 5TT Entale Media Ltd Northcliffe House, 2 Derry Street, London W8 5TT Estate Technical Solutions Ltd Hillgate Financial Services Ltd Hillgate Investment Trading Ltd Kingston Midco 1 Ltd (in liq'n) Kingston Midco 2 Ltd (in liq'n) Landmark Analytics Ltd 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Begbies Traynor (London) LLP, 31st Floor, 40 Bank Street, London E14 5NR Begbies Traynor (London) LLP, 31st Floor, 40 Bank Street, London E14 5NR 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY 131 Ordinary Ordinary Ordinary Common 100.0% 100.0% 100.0% 100.0% UK USA Singapore Ordinary 100.0% Egypt Ordinary 100.0% India UK Dubai Ordinary Ordinary Ordinary 100.0% 100.0% 100.0% Saudi Arabia Ordinary 100.0% South Africa Ordinary 100.0% Hong Kong UK UK Nigeria Ordinary Ordinary Ordinary Ordinary 100.0% 100.0% 100.0% 68.0% Jersey Ordinary 100.0% Jersey UK UK UK Ordinary Ordinary Ordinary Preference USA Common Ordinary Ordinary Ordinary, Preference 100.0% 100.0% 100.0% 75.0% 100.0% 100.0% 100.0% 100.0% Ordinary A 100.0% Ordinary 100.0% Ordinary 100.0% Ordinary 100.0% Ordinary 100.0% Ordinary 100.0% UK UK UK UK UK UK UK UK UK Daily Mail and General Trust plc Annual Report 2023 Landmark Information Group Ltd Landmark Optimus Ltd Landmark Valuation Services Ltd Mail Finance Services Ltd Mail Force Charity CIO* Mail Media, Inc. 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Northcliffe House, 2 Derry Street, London W8 5TT Northcliffe House, 2 Derry Street, London W8 5TT Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States MailLife Financial Services Ltd Northcliffe House, 2 Derry Street, London W8 5TT Millar & Bryce Ltd Nalac Ltd 10th Floor 133 Finnieston Street, Glasgow, G3 8HB Scotland 30 Morehampton Road, Dublin 4 D04 YN81, Ireland Ireland New Scientist Group Ltd (in liq'n) Begbies Traynor (London) LLP, 31st Floor, 40 Bank Street, London E14 5NR New Scientist Ltd New Scientist, Inc. Northcliffe House, 2 Derry Street, London W8 5TT Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Northcliffe Media Ltd Northcliffe House, 2 Derry Street, London W8 5TT Ochresoft Technologies Ltd OneSearch Direct Ltd Ralph US Holdings Scout Financial Services Ltd SearchFlow Ltd Springthorpe Drake, Inc. 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY 6th Floor, Skypark Sp1, 8 Elliot Place, Glasgow G3 8EP Northcliffe House, 2 Derry Street, London W8 5TT Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States The Mail on Sunday Ltd Northcliffe House, 2 Derry Street, London W8 5TT Trepp UK Ltd Trepp, Inc. Xceligent Inc (in liq'n) Yopa Estate Agents Ltd Yopa Investments Ltd Yopa Lettings Ltd Yopa Property Ltd Yopa Property Sales Ltd Northcliffe House, 2 Derry Street, London W8 5TT Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Meridian House, Wheatfield Way, Hinckley, Leicestershire LE10 1YG Young Street Holdings Ltd Northcliffe House, 2 Derry Street, London W8 5TT 132 UK UK USA UK UK UK UK UK UK USA UK UK USA USA UK UK UK UK UK UK UK UK UK UK UK USA UK UK Ordinary, Ordinary A, Redeemable Preference 100.0% Ordinary A 100.0% Ordinary Ordinary ‐ Ordinary Ordinary Ordinary Ordinary Ordinary, A1 Ordinary, A2 Ordinary, B1 Ordinary, B2 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 74.0% Ordinary 100.0% Ordinary Ordinary Ordinary Ordinary Common, Series A preferred Ordinary Ordinary Ordinary Preference, Ordinary E, F, I, S, L Ordinary Ordinary 100.0% 100.0% 100.0% 100.0% 86.8% 74.0% 74.0% 74.0% 74.0% 74.0% 100.0% Financial Statements Financial Statements Notes to the accounts All subsidiaries are included in the consolidated financial statements of the Group. * DMGT. Direct investment held by the parent Company Daily Mail and General Trust plc (DMGT). All other subsidiaries are held indirectly through subsidiaries of (i) Principal place of business in the UAE. Joint Venture name Address of principal place of business Decision First Ltd Northprint Manchester Ltd PointX Ltd DMG & KAOUN FZCo Cardinal House, 9 Manor Road, Leeds, West Yorkshire, LS11 9AH PO Box 68164, Kings Place, 90 York Way, London N1P 2 AP 5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY HD123, 25TH Floor, Sheik Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates Classes of shares held Financial year end % capital included in consolidation Ordinary B 31 December Ordinary 30 September Ordinary B 31 March Ordinary 30 September 50.0% 50.0% 50.0% 50.0% The Group has joint control over all of the joint ventures listed above, because key operating decisions require the unanimous consent of the Group and the other investor(s). Associate name Address of principal place of business Bloobloom Ltd 242 Acklam Road, Westbourne Studios Unit 209, London W10 5JJ Conveyancing Information Executive Ltd Alpha House, 4 Greek Street, Stockport, Cheshire SK3 8AB Excalibur Holdco Ltd Wowcher Limited, Dalston Works, 69 Dalston Lane, London E8 2NG Funcent DMG Information Technology Hong Kong Company Ltd Room 604, Kalok Building, 720 Nathan Road, Kowloon, Hong Kong Independent Television News Ltd 200 Grays Inn Road, London WC1X 8XZ Kortext Ltd Liases Foras Real Estate Rating and Research Private Ltd Propstack Services Private Ltd 26‐32 Oxford Road, Suite B, 6th Floor, Avalon House, Bournemouth, Dorset, BH8 8EZ S6, 2nd Floor, Pinnacle Business Park, Mahakali Cave Road, Andheri East, Mumbai, 400093, India India HD‐004, WeWork Enam Sambhav, C ‐ 20, G Block Rd, G Block BKC, Bandra Kurla Complex, Bandra East, Mumbai City MH 400051, India Quick Move Ltd 5 Barnfield Crescent, Exeter, Devon EX1 1QT RLTO Ltd What On Earth Magazines Ltd Whereoware, LLC Office 7, 35‐37 Ludgate Hill, London EC4M 7JN The Black Barn Wickhurst Farm, Leigh, Tonbridge, England, TN11 8PS Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States Country of incorporation or registration Classes of shares held % shareholding UK UK UK Preference Limited by Guarantee B Ordinary Hong Kong Ordinary UK UK India India UK UK UK USA Ordinary Ordinary, Preference Equity, Series A CCPS Equity, Series A CCPS Ordinary, Preference Ordinary Ordinary Membership Interests 20.3% 23.0% 23.9% 22.6% 20.0% 22.0% 30.5% 22.7% 35.1% 20.0% 45.0% 20.0% 133 Daily Mail and General Trust plc Annual Report 2023 Investment name Address of principal place of business Air Mail, LLC BDG Media, Inc. Believe in Science Ltd Bricklane Technologies Ltd Compstak, Inc. Cue Ball Capital, LP Registered Agent Solutions, 838 Walker Road, Suite 21‐ 2, Dover, Kent, DE 19904, United States 315 Park Avenue South, 12th Floor, New York, NY 10010, United States Finsgate, 5‐7 Cranwood Street, London EC1V 9EE 20 Baltic Street, London EC1Y 0UL Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, United States Emerging Media Ventures Ltd Scale Space, 1st Foor, 58 Wood Lane, London W12 7RZ Evening Standard Ltd Alphabeta, 14‐18 Finsbury Square, London EC2A 1AH Farewill Ltd 1st Floor, 27 Downham Road, London N1 5AA Financial Network Analytics Ltd Global Event Partners Ltd GPNutrition Ltd Hambro Perks Ltd Honest Enterprises Ltd IPSX Group Ltd Kindred Concepts Ltd L Lambert Holdings Ltd Laundrapp Ltd (in liq'n) LineVision, Inc. Albert House, 256‐260 Old Street, London EC1V 9DD Suite 1, 3rd Floor, 11‐12 St. James's Square, London SW1Y 4LB 3rd Floor, 22 Station Road, Cambridge CB1 2JD 111 Buckingham Palace Road, London SW1W 0SR 3.18 Canterbury Court, 1‐3 Brixton Road, London SW9 6DE Birchin Court, 20 Birchin Lane, London EC3V 9DU One Advisory Limited, 201 Temple Chambers, 3‐7 Temple Avenue, London EC4Y 0DT 411‐413 Oxford Street, London W1C 2PE 2nd Floor 110 Cannon Street, London EC4N 6EU 444 Somerville Ave, Somerville, Massachusetts, MA 02413, United States Country of incorporation or registration Classes of shares held USA Preference USA UK UK USA Ordinary, Preference Preference Preference Common USA Partnership Units UK UK UK UK UK UK UK UK UK UK UK UK Preference Ordinary Preference Ordinary Ordinary Ordinary Ordinary Preference Ordinary Preference Preference Preference USA Series A1 Lindentor 226. V V GmbH Charlottenstraße 4, Berlin, 10969, Germany Germany Preference Media Investors 17, LLC Napo Ltd OceanSaver Ltd PA Media Group Ltd The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, United States 2 Jubilee Place, London SW3 3TQ 3 Park Square East, Leeds LS1 2NE The Point, 37 North Wharf Road, Paddington, London W2 1AF Papier Ltd Third Floor, 20 Old Bailey, London EC4M 7AN Pascal Metrics, Inc. Pembroke Holdings, LLC Plandek Ltd Plum Fintech Ltd Skymet Weather Services Private Ltd Stem, Inc. Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States 485 West Putham Avenue, Greenwich, CT, 06830, United States United States C/O Praxis, 1 Poultry, London EC2R 8EJ 2‐7 Clerkenwell Green, 2nd Floor, London EC1R 0DE 109, Kusal Bazar, Nehru Place, New Delhi, 110019, India 100 California St, 14th Floor, San Francisco, CA 94111, Unites States Taboola.com Ltd 7 Totseret Haaretz St., Tel‐Aviv Israel 134 USA Ordinary UK UK UK UK Preference Ordinary A Ordinary Ordinary, Series C Preference USA Ordinary USA Membership Interests UK Ordinary B UK Series A Preference India USA Israel Equity, Series B CCPS Common Ordinary % shareholding 3.1% 3.4% 2.5% 9.3% 1.0% 2.5% 0.6% 5.0% 4.3% 4.5% 15.0% 13.9% 2.9% 5.1% 1.6% 1.2% 5.1% 1.7% 19.5% 0.1% 12.8% 1.2% 4.4% 18.4% 4.2% 4.4% 10.0% 1.6% 2.3% 15.9% 0.2% 0.3% Financial Statements Financial Statements Notes to the accounts Upstream Group, Inc. Waterloo Sparkling Water Corp. WellAware Holdings, Inc. Workana, LLC Zapkey Technologies Private Limited National Registered Agents, Inc, 1209 Orange Street, Wilmington, DE 19801, United States 2612 E Cesar Chavez St, Ste 200, Austin, TX, 78702‐ 4704, United States 3424 Paesanos Parkway, Suite 200, San Antonio, Texas 78231, United States 120 East 56th Street, Suite 420, New York, NY 10022, United States B1 1401, Godrej Platinum, Pirojshanagar, Vikhroli East, Mumbai, Maharashtra, 400079, India USA USA USA USA Ordinary Preference Common Ordinary India Equity, CCPS Zilch Technology Ltd 123 Buckingham Palace Road, London SW1W 9SH UK Ordinary 3.6% 1.5% 3.4% 3.8% 5.0% 1.0% 135 Financial Statements Financial Statements Unaudited Five Year Financial Summary Consolidated Income Statement For the year ended 30 September Revenue Adjusted operating profit Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property, amortisation and impairment of acquired intangible assets arising on business combinations and impairment of goodwill Operating (loss)/profit before share of results and impairment of joint ventures and associates Share of results and impairment of joint ventures and associates and loans to associates Total operating (loss)/profit Other gains and losses (Loss)/profit before investment revenue, net finance costs and tax Investment revenue Net finance income/(costs) (Loss)/profit before tax Tax (Loss)/profit for the year after tax Discontinued operations Non‐controlling interests Profit/(loss) for the year Adjusted profit before tax and non‐controlling interests Year ended 30 September 2019 £m 1,337.0 135.8 Year ended 30 September 2020 £m 870.2 48.7 Year ended 30 September 2021 £m 885.3 65.5 Year ended 30 September 2022 £m 974.0 58.8 Year ended 30 September 2023 £m 997.4 54.6 (41.2) (40.9) (61.6) (100.5) (105.3) 94.6 (28.1) 66.5 73.7 140.2 11.5 (17.4) 134.3 (20.4) 113.9 (22.6) (0.4) 90.9 144.7 7.8 (10.7) (2.9) 42.1 39.2 7.0 (12.5) 33.7 2.0 35.7 153.3 0.3 189.3 3.9 (9.8) (5.9) 14.3 8.4 2.3 (13.1) (2.4) 62.2 59.8 1,480.1 2.4 1,542.3 72.1 88.1 (41.7) (45.3) (87.0) 30.8 (56.2) 2.8 (6.7) (60.1) (85.6) (145.7) 11.6 0.3 (133.8) 39.3 89.5 29.8 (50.7) (19.4) (70.1) 26.0 (44.1) 2.7 28.8 (12.6) 4.4 (8.2) 12.5 1.8 6.1 40.7 83.7 35.0 Earnings before interest, taxation, depreciation and amortisation (EBITDA) 205.6 142.5 154.0 Adjusted profit after taxation and non‐controlling interests 114.5 59.4 71.3 136 Daily Mail and General Trust plc Annual Report 2023 Unaudited Five Year Financial Summary Consolidated Cash Flow Statement For the year ended 30 September Net cash inflow/(outflow) from operating activities Investing activities Financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange (loss)/gain on cash and cash equivalents 2019 £m 154.8 221.1 (533.3) (157.4) 435.9 10.7 2020 £m 142.5 173.2 (114.1) 201.6 289.2 (10.9) 2021 £m 106.2 1,274.0 (102.1) 1,278.1 479.9 (12.8) 2022 £m (376.5) 118.7 (1,464.1) (1,721.9) 1,745.2 29.0 Cash and cash equivalents at end of year 289.2 479.9 1,745.2 52.3 Net increase/(decrease) in cash and cash equivalents Cash inflow from change in debt and finance leases Change in net debt from cash flows Loan notes issued and loans arising from acquisitions Other non‐cash items Decrease/(increase) in net debt in the year Net (debt)/cash at start of year Net (debt)/cash at end of year Consolidated Statement of Financial Position At 30 September Goodwill and intangible assets Property, plant and equipment Right of use assets Other investments including joint ventures and associates Other non‐current assets Non‐current assets Net current (liabilities)/assets Non‐current liabilities Net assets Shareholders' equity Called‐up share capital Share premium account Other reserves Non‐controlling interests Retained earnings Total equity Shareholder information At 30 September Dividend per share * (157.4) 2.5 (154.9) ‐ 4.1 (150.8) 232.7 81.9 2019 £m 321.1 74.4 ‐ 132.8 322.8 851.1 155.0 (231.8) 774.3 29.3 17.8 24.4 ‐ 702.8 774.3 201.6 32.3 233.9 ‐ (130.9) 103.0 81.9 184.9 2020 £m 350.3 63.0 89.8 467.7 239.0 1,209.8 260.5 (324.1) 1,146.2 29.3 17.8 28.2 1.0 1,069.9 1,146.2 1,278.1 14.0 1,292.1 ‐ 28.1 1,320.2 184.9 1,505.1 2021 £m 301.1 55.4 34.7 876.9 452.0 1,720.1 1,615.4 (253.4) 3,082.1 29.3 17.8 (7.6) (1.5) 3,044.1 3,082.1 (1,721.9) 27.0 (1,694.9) ‐ 7.8 (1,687.1) 1,505.1 (182.0) 2022 £m 280.9 50.2 31.3 98.8 1,069.7 1,530.9 (108.3) (422.1) 1,000.5 28.8 17.8 22.0 (2.0) 933.9 1,000.5 2019 23.90p 2020 24.10p 2021 24.90p 2022 659.65p 2023 £m 105.1 3.8 (85.8) 23.1 52.3 (4.5) 70.9 23.1 49.0 72.1 1.4 (5.3) 68.2 (182.0) (113.8) 2023 £m 268.7 43.1 33.6 101.1 831.0 1,277.5 (118.7) (300.4) 858.4 28.8 ‐ 6.2 (0.1) 823.5 858.4 2023 9.14p *Represents the dividends declared by the Directors in respect of the above years excluding the Euromoney cash distributions and Euromoney dividend in specie. 137 Financial Statements Financial Statements Company Statement of Financial Position At 30 September 2023 ASSETS Non‐current assets Fixtures, fittings and artwork Shares in Group undertakings Financial assets at fair value through Other Comprehensive Income Trade and other receivables Current assets Trade and other receivables Cash at bank and in hand Deferred tax Total assets LIABILITIES Creditors: amounts falling due within one year Trade and other payables Borrowings Provisions Creditors: amounts falling due after more than one year Borrowings Derivative financial liabilities Provisions Total liabilities Net assets CAPITAL AND RESERVES Called‐up share capital Share premium account Share capital Capital redemption reserve Profit and loss account Equity shareholders' funds At 30 September 2023 £m At 30 September 2022 £m Note 7 8 9 10 10 11 12 13 13 15 14 14 15 16 17 18 1.4 1,337.7 1.1 8.7 1,348.9 35.4 22.6 1.4 59.4 1.2 1,350.2 3.6 11.9 1,366.9 114.5 25.1 1.6 141.2 1,408.3 1,508.1 (40.9) (0.5) (7.0) (48.4) (145.5) (12.7) (9.6) (167.8) (216.2) (23.2) (0.4) (34.5) (58.1) (194.6) (19.5) ‐ (214.1) (272.2) 1,192.1 1,235.9 28.8 ‐ 28.8 ‐ 1,163.3 28.8 17.8 46.6 21.7 1,167.6 1,192.1 1,235.9 The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the parent company income statement. The loss for the Company for the year was £22.1 million (2022 £400.6 million). The financial statements on pages 138 to 148 were approved by the Directors and authorised for issue on 28 November 2023. They were signed on their behalf by: The Viscount Rothermere Director 138 Daily Mail and General Trust plc Annual Report 2023 Company Statement of Changes in Equity Called‐up share capital Share premium account Capital redemption reserve Reserve for own shares Profit and loss account For the year ended 30 September 2023 At 1 October 2021 Loss for the year Fair value movement of financial assets at fair value through Other Comprehensive Income Total comprehensive loss for the year Cancellation of A Ordinary Non‐Voting shares Dividends paid Cazoo dividend in specie Credit to equity for share‐based payments Deferred tax on share‐based payments Settlement of exercised share options Own shares released on vesting of share options At 30 September 2022 Loss for the year Fair value movement of financial assets at fair value through Other Comprehensive Income Total comprehensive loss for the year Dividends Capital reduction At 30 September 2023 £m 3,767.1 (400.6) (713.8) Total £m 3,799.9 (400.6) (713.8) (1,114.4) (1,114.4) (28.9) (1,356.4) (109.8) 51.5 (4.4) (40.0) 2.9 1,167.6 (22.1) (2.5) (24.6) (19.2) 39.5 1,163.3 ‐ (1,356.4) (109.8) 51.5 (4.4) (40.0) 9.5 1,235.9 (22.1) (2.5) (24.6) (19.2) ‐ 1,192.1 £m 29.3 ‐ ‐ ‐ (0.5) ‐ ‐ ‐ ‐ ‐ ‐ 28.8 ‐ ‐ ‐ ‐ ‐ 28.8 £m 17.8 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 17.8 ‐ ‐ ‐ ‐ (17.8) ‐ £m 21.2 ‐ ‐ ‐ 0.5 ‐ ‐ ‐ ‐ ‐ ‐ 21.7 ‐ ‐ ‐ ‐ (21.7) ‐ £m (35.5) ‐ ‐ ‐ 28.9 ‐ ‐ ‐ ‐ ‐ 6.6 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 139 Financial Statements Notes to the Company Statement of Financial Position 1 Basis of preparation Daily Mail and General Trust plc (DMGT) is an unlisted public limited company incorporated and domiciled in the United Kingdom. The address of the registered office is Northcliffe House, 2 Derry Street, London, W8 5TT, England. The financial statements of DMGT have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention or historic cost modified by revaluation of financial assets and financial liabilities held at fair value through profit and loss, and in accordance with the Companies Act 2006 and on a going concern basis. The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. See Note 2 for further detail. All amounts presented have been rounded to the nearest £0.1 million, unless otherwise stated. Loss for the financial year As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account for the Company has not been included in these accounts. The Company’s loss after tax for the year was £22.1 million (2022 £400.6 million). This includes dividends receivable from subsidiary undertakings amounting to £nil (2022 £1,275.4 million). Impact of amendments to accounting standards The Company has applied the exemption available under FRS 101 in relation to paragraphs 30 and 31 of IAS 8, Accounting policies, changes in accounting estimates and errors (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued and is not yet effective). 2 Significant accounting policies The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Foreign exchange Transactions in currencies other than the Company's reporting currency are recorded at the exchange rate prevailing on the date of the transaction. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non‐monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non‐monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the profit and loss account for the year. Investments in subsidiary undertakings Investments in subsidiary undertakings are held at cost less any provision for impairment. Financial assets at fair value through Other Comprehensive Income Financial assets are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned, and are measured at fair value, including transaction costs. As permitted by IFRS 9, the Group classifies its equity investments at Fair Value through Other Comprehensive Income. All fair value movements are recorded in Other Comprehensive Income and gains and losses are not recycled to the Income Statement on disposal. Dividend income from Financial assets held at fair value through Other Comprehensive Income is recorded in the Income Statement. Unlisted equity investments are valued using a variety of approaches including comparable company valuation multiples and discounted cash flow techniques. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations. The fair value of listed equity investments is determined based on quoted market prices. Taxation Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is provided in full on timing differences that result in an obligation at the reporting date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the asset, or on unremitted earnings of subsidiaries and associates 140 Daily Mail and General Trust plc Annual Report 2023 where there is no commitment to remit these earnings. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax is not discounted. Financial instruments disclosures Financial assets Trade and other receivables Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. The majority of other receivables relate to amounts owed by subsidiary undertakings. Further information concerning interest charged on these receivables is set out in Note 10. Cash and cash equivalents Cash and cash equivalents comprise cash in hand, short‐term deposits and other short‐term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Financial liabilities and equity instruments Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Trade and other payables Trade payables are non‐interest bearing and are stated at their nominal value. Capital market and bank borrowings Interest bearing loans and overdrafts are initially measured at fair value (which is equal to net proceeds at inception), and are subsequently measured at amortised cost, using the effective interest rate method. A portion of the Company's bonds are subject to fair value hedge accounting and this portion of the carrying value is adjusted for the movement in the hedged risk to the extent hedge effectiveness is achieved. Any difference between the proceeds, net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to settle on a net basis, or realise the asset and liability simultaneously. Derivative financial instruments and hedge accounting The Company's activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The Company uses various derivative financial instruments to manage its exposure to these risks. The use of financial derivatives is set out in Note 32 of the Group's Annual Report. The Company does not use derivative financial instruments for speculative purposes. The Company does not apply hedge accounting except for fair value hedges. Gains and losses arising on derivatives that form part of net investment hedge or cash flow hedge relationships in the consolidated financial statements are recorded in the profit and loss account in the Company. Financial instruments – disclosures The Company has taken advantage of the exemption provided in IFRS 7, Financial Instruments: Disclosures and included disclosures relating to financial instruments in Note 32 of the Group's Annual Report. Cash flow statement The Company has utilised the exemptions provided under IAS 7, Statement of Cash Flows and has not presented a cash flow statement. A consolidated cash flow statement has been presented in the Group's Annual Report. Related party transactions The Company has taken advantage of the exemptions of IAS 24, Related Party Disclosures and included disclosures relating to related parties in Note 42 of the Group's Annual Report. Share‐based payments The Company operates the Group’s LTIP schemes, details of which can be found in Note 40 of the Group’s Annual Report. 141 Financial Statements Notes to the Company Statement of Financial Position Retirement benefits The defined benefit pension schemes’ surpluses/deficits have been allocated to Group companies on a buy‐out basis – that is of an estimate of the liabilities and assets of the defined benefit schemes as at 30 September 2023. Accordingly the Company has not recorded an asset or liability in relation to the Group's defined benefit scheme. Further information can be found in Note 33 of the Group’s Annual Report. Provisions Provisions are recognised when the Company has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the period end date and are discounted to present value where the effect is material. Critical accounting judgements and key sources of estimation uncertainty The following represents the key source of estimation uncertainty that has the most significant effect on the amounts recognised in the financial statements: Impairment Impairment reviews are performed when there is an indicator that the carrying value of the shares in Group undertakings could exceed their recoverable values based on their value in use or fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on Board‐approved budgets and forecasts which reflect management's current experience and future expectations of the markets in which the Group undertaking operates. Risk adjusted pre‐tax discount rates used by the Company in its impairment tests range from 10.9% to 38.9% (2022 12.1% to 25.9%), derived from a weighted average cost of capital adjusted for the geographies in which each cash generating unit (CGU) operates and risks specific to that CGU. The cash flow projections consist of a Board‐ approved budget for the following year, outlooks for the proceeding four years with nominal long‐term growth rates beyond these periods. The nominal long‐term (decline)/growth rates range from ‐3.0% to 5.0% (2022 ‐3.0% to 6.9%) and vary with management's view of the CGU's market position, maturity of the relevant market and do not exceed the long‐term average growth rate for the industry in which the CGU operates. The carrying value of the investment in Group undertakings is £1,337.7 million (2022 £1,350.2 million). Using the criteria above the Company has provided a sensitivity analysis of the key assumptions used to support the carrying value of its investments in Group undertakings. If the growth rate assumptions above were reduced by 1.0% this would decrease the headroom by £110.1 million. If the growth rate assumptions above were increased by 1.0% this would increase the headroom by £138.0 million. If the discount rate assumptions above were reduced by 1.0% this would increase the headroom by £135.5 million. If the discount rate assumptions above were increased by 1.0% this would decrease the headroom by £114.2 million. Legal claim provision DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The amounts accrued for legal contingencies often result from complex judgements about future events and uncertainties that rely heavily on estimates and assumptions. As disclosed in Note 18 Discontinued operations of the Group’s Annual Report, Genscape has been involved in a dispute with the US Environmental Protection Agency (EPA) since 2016. In 2017 Genscape voluntarily paid a 2.0% liability cap associated with invalid Renewable Identification Numbers (RINs) at a cost of US$1.3 million, based on the then‐prevailing market rates, subject to a reservation of rights. However, during 2019 the EPA ordered Genscape to replace 69.2 million additional RINs it had verified. During the prior year agreement was reached with the EPA whereby DMGT plc, without admitting any wrongdoing, agreed to replace and cancel 24.0 million RINs over a four‐year period. Accordingly, during the current year, the Group acquired and cancelled 6.0 million RINs for US$9.5 million (£7.6 million) and contracted to acquire the remaining 18.0 million RINs for US$20.3 million (£16.6 million) resulting in a provision release of £12.5 million. Consistent with previous periods this release is shown as an exceptional operating item within discontinued operations. 3 Auditor's remuneration Statutory audit fees relating to the Company amounted to £0.7 million (2022 £0.8 million). 142 Daily Mail and General Trust plc Annual Report 2023 4 Employees Average number of persons employed by the Company: Administration Directors Total staff costs comprised: Wages and salaries Share‐based payments Social security costs The remuneration of the Directors of the Company during the year are disclosed in Note 6 of the Group's Annual Report. 5 Tax There was a current tax credit for the year of £nil (2022 £2.1 million). 6 Dividends Details of the Company's dividends can be found within Note 12 of the Group's Annual Report. 7 Fixtures, fittings and artwork Cost At 1 October 2021 Additions At 30 September 2022 Additions At 30 September 2023 Accumulated depreciation At 1 October 2021, 30 September 2022 and 30 September 2023 Net book value ‐ 2021 Net book value ‐ 2022 Net book value ‐ 2023 Year ended 30 September 2023 Number Year ended 30 September 2022 Number 8 2 10 7 3 10 Year ended 30 September 2023 £m Year ended 30 September 2022 £m 10.9 – 1.9 12.8 16.3 43.2 3.1 62.6 £m 0.9 1.2 2.1 0.2 2.3 (0.9) – 1.2 1.4 143 Financial Statements Notes to the Company Statement of Financial Position 8 Shares in Group undertakings (listed on pages 130 to 132) At 1 October 2021 Additions Impairment At 30 September 2022 Impairment At 30 September 2023 Analysis of movements in the year: Daily Mail and General Holdings Ltd DMGB Ltd Note (i) Cost £m 3,691.4 8.4 – 3,699.8 – 3,699.8 Provision £m (777.0) – (1,572.6) (2,349.6) (12.5) (2,362.1) Net book value £m 2,914.4 8.4 (1,572.6) 1,350.2 (12.5) 1,337.7 Cost £m – – – (Provision)/write back £m 19.8 (32.3) (12.5) Total £m 19.8 (32.3) (12.5) £m – 827.2 (109.8) (713.8) 3.6 (2.5) 1.1 (i) The impairment charge arose as a result of dividends paid by subsidiaries together with value in use reductions during the prior year. 9 Financial assets at fair value through Other Comprehensive Income At 1 October 2021 Additions Cazoo dividend in specie Fair value movement At 30 September 2022 Fair value movement At 30 September 2023 Note (i) (i) (i) The additions during the prior year relate to the Company’s investments in Stem, Inc. and Cazoo Group Ltd (Cazoo). Cazoo was distributed as dividend in specie from Daily Mail and General Holdings Ltd, a subsidiary undertaking. The investment in Cazoo was later distributed as dividend in specie to the Company’s shareholders. Details of the Company's financial assets at fair value through Other Comprehensive Income are included in Note 24 of the Group’s Annual Report and the financial instruments disclosures are set out in Note 32 of the Group's Annual Report. 10 Trade and other receivables Amounts falling due after more than one year Derivative financial assets Amounts falling due within one year Amounts owed by Group undertakings Other financial assets Prepayments and accrued income Other receivables Note (i) Note (ii) At 30 September 2023 £m At 30 September 2022 £m 8.7 11.9 At 30 September 2023 £m At 30 September 2022 £m 33.2 1.9 – 0.3 35.4 108.2 5.1 0.6 0.6 114.5 144 Daily Mail and General Trust plc Annual Report 2023 (i) (ii) Details of the Company's derivative financial assets are set out in Note 32 of the Group's Annual Report. The Company deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. This represents cash that cannot be readily used in operations. 11 Cash at bank and in hand Cash at bank and in hand 12 Deferred tax Movements on the deferred tax asset were as follows: At start of year Share‐based payments Tax charge for the year At end of year At 30 September 2023 £m 22.6 At 30 September 2022 £m 25.1 At 30 September 2023 £m 1.6 – (0.2) 1.4 At 30 September 2022 £m 12.2 (4.4) (6.2) 1.6 In the opinion of the Directors, it is more likely than not that the Company will be able to recover the deferred tax asset against suitable future taxable profits generated by its subsidiary undertakings. 13 Creditors: amounts falling due within one year Bank overdrafts Interest payable Amounts owing to Group undertakings Accruals and deferred income Other payables Note (i) At 30 September 2023 £m 0.5 2.7 25.9 12.2 0.1 41.4 At 30 September 2022 £m 0.4 3.6 6.3 13.2 0.1 23.6 (i) Amounts owing to Group undertakings are repayable on demand and bear interest of UK bank base rate plus 0.5%. 14 Creditors: amounts falling due after more than one year 6.375 % Bonds 2027 Derivative financial liabilities The nominal values of the bonds are as follows: 6.375 % Bonds 2027 Note (i) At 30 September 2023 £m 145.5 12.7 158.2 At 30 September 2022 £m 194.6 19.5 214.1 At 30 September 2023 £m 149.8 At 30 September 2022 £m 200.0 Note (ii) (i) Details of the Company's derivative financial liabilities are set out in Note 32 of the Group's Annual Report. The Company used interest rate swaps designated as hedges of a proportion of the change in fair value of the Company’s bonds. Following termination of the last remaining interest rate swap on 21 June 2022, the residual bond fair value adjustment of £4.9 million is required to be amortised over the period to 21 June 2027 being the maturity of the bond. Amortisation charged in the year amounts to £0.8 million leaving an unamortised residual fair value adjustment of £3.8 million. 145 Financial Statements Notes to the Company Statement of Financial Position (ii) During the year, the Company bought back and cancelled £50.2 million nominal of its outstanding £200.0 million 2027 bonds for cash consideration of £46.8 million. The Company's bonds have been adjusted from their nominal values to take account of direct issue costs, discounts and movements in hedged risks. The issue costs and discount are being amortised over the expected lives of the bonds using the effective interest method. The unamortised issue costs amount to £0.2 million (2022 £0.3 million) and the unamortised discount amounts to £0.3 million (2022 £0.5 million). Details of the fair value of the Company's bonds are set out in Note 31 of the Group's Annual Report. The bonds are subject to fair value hedging using derivatives as set out in Note 32 of the Group's Annual Report. Consequently, their carrying value is also adjusted to take into account the effects of this hedging activity. The book value of the Company's other borrowings equates to fair value. The maturity profile of the Company's borrowings is as follows: Year ended 30 September 2023 Within one year Between two and five years Year ended 30 September 2022 Within one year Between two and five years 15 Provisions Current Other provisions Non‐current Other provisions Movements on other provisions were as follows: At start of year (Released)/charged during year Utilised At end of year Overdrafts £m 0.5 – 0.5 0.4 – 0.4 Bonds £m – 145.5 145.5 – 194.6 194.6 Note (i) (i) Owed to group undertakings £m 25.9 – 25.9 6.3 – 6.3 Total £m 26.4 145.5 171.9 6.7 194.6 201.3 At 30 September 2023 £m At 30 September 2022 £m 7.0 9.6 16.6 34.5 (12.8) (5.1) 16.6 34.5 – 34.5 23.1 11.4 ‐ 34.5 (i) The provision above relates to the EPA claim against the Group’s Energy Information segment (Genscape). Following the sale of Genscape to Verisk during 2019, DMGT plc remained responsible for any costs, claims or awards and all settlement negotiations with the EPA. See Note 18 of the Group’s Annual report for further details. 146 16 Capital and Reserves Share premium account: At start of year Capital reduction At end of year Daily Mail and General Trust plc Annual Report 2023 Note (i) At 30 September 2023 £m 17.8 (17.8) – At 30 September 2022 £m 17.8 – 17.8 (i) During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred to the Company’s retained earnings. Reserve for own shares: At start of year Own shares released on vesting of share options Own shares cancelled At end of year At 30 September 2023 £m – – – – At 30 September 2022 £m (35.5) 6.6 28.9 – The Company's investment in its own shares represented shares held in treasury and shares held by an employee benefit trust to satisfy incentive schemes. At 30 September 2023, this investment comprised the cost of nil A Ordinary Non‐Voting Shares (2022 nil shares) held in treasury and nil A Ordinary Non‐Voting Shares (2022 nil shares) held in the employee benefit trust. The market value of the Treasury Shares at 30 September 2023 was £nil (2022 £nil) and the market value of the shares held in the employee benefit trust at 30 September 2023 was £nil (2022 £nil). The employee benefit trust was independently managed and purchased shares in order to satisfy outstanding share options and potential awards under equity‐settled long‐term incentive plans. The Reserve for own shares was considered to be a realised loss for the purposes of calculating distributable reserves. 17 Capital redemption reserve At start of year On cancellation of A Ordinary Non‐Voting Shares Capital reduction At end of year Note (i) At 30 September 2023 £m 21.7 – (21.7) At 30 September 2022 £m 21.2 0.5 – – 21.7 (i) During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred to the Company’s retained earnings. 147 Financial Statements Notes to the Company Statement of Financial Position 18 Profit and loss account At start of year Net loss for the year Dividends Cazoo dividend in specie Fair value movement of financial assets at fair value through Other Comprehensive Income On cancellation of A Ordinary Non‐Voting Shares Other movements on share option schemes Transfer from share premium and capital redemption reserve At end of year Total reserves Note (i) At 30 September 2023 £m 1,167.6 (22.1) (19.2) – (2.5) – – 39.5 At 30 September 2022 £m 3,767.1 (400.6) (1,356.4) (109.8) (713.8) (28.9) 10.0 – 1,163.3 1,167.6 1,163.3 1,207.1 (i) During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred to the Company’s retained earnings. The Directors estimate that £59.5 million of the Company's profit and loss account reserve is not distributable (2022 £113.4 million). 19 Contingent liabilities and guarantees At 30 September 2023 the Company had guaranteed subsidiaries' outstanding derivatives which had a mark to market liability valuation of £nil (2022 £nil) and letters of credit with a principal value of £1.9 million (2022 £2.0 million). 20 Ultimate holding company The Company’s immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands. Ultimate controlling party Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its controlling shareholding in DMGT, being its 100% holding of DMGT’s issued Ordinary Shares and DMGT’s issued A Ordinary Non‐Voting Shares. RCL is controlled by a discretionary trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust is the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey. RCL and its directors, and the Trust are related parties of the Company. 21 Post balance sheet events Details of the Company's post balance sheet events can be found within Note 43 of the Group's Annual Report. 148
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