Time Out Group plc Annual Report & Accounts 2024 For 12 months ended 30 June 2024 In this report Strategy Page 06 At a glance Page 02 Time Out is a global brand with a mission to inspire and enable people to experience the “best of the city” – through both digital and “in-real-life” channels. Media Page 10 THE BEST OF THE CITY For more information visit www.timeout.com Markets Page 09 OVERVIEW Highlights 01 At a glance 02 Chair’s statement 04 STRATEGIC REPORT Our business model 06 Chief Executive’s review 08 Financial review 11 Responsible business 13 Section 172 statement 17 Principal risks and uncertainties 20 GOVERNANCE Board of Directors 23 Corporate Governance Report 24 QCA Code principles and disclosures 26 Audit Committee Report 28 Directors’ Remuneration Report 30 Directors’ Report 33 Independent Auditors’ Report 38 FINANCIAL STATEMENTS Consolidated income statement 44 Consolidated statement of comprehensive income 44 Consolidated statement of financial position 45 Company statement of financial position 46 Consolidated statement of changes in equity 47 Company statement of changes in equity 48 Consolidated statement of cash flows 49 Notes to the financial statements 49 Alternative Performance Measures 78 Company Information 80 Strategic Report Governance Financial Statements Overview Time Out Group plc Annual Report & Accounts 2024 2021 £45m 2022 £73m 2023 £105m 2024 £103m 2021 2022 2023 2024 £(25.1)m £1.2m £5.3m £12.4m Highlights FY24 financial & operating summary Financial highlights £103m reported revenue (FY23: £105m) +7% Like-for-like revenue(1,2) 1 This is a non-GAAP alternative performance measure (“APM”) that management uses to aid understanding of the underlying business performance. See appendix Alternative performance measures for a reconciliation to statutory numbers on page 78. 2 Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded. 3 Adjusted EBITDA is operating loss stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. £17m Improvement in operating loss Operating loss of £0m (FY23: £17m) comprising +£8m improvement in adjusted EBITDA1,3 and £9m reduction in exceptional costs £58m Net debt (FY23: £50m) Including £25m of IFRS16 lease liabilities (FY23: £25m) Divisional highlights Markets like-for-like revenue1,2 +4% Markets revenue £67m (FY23: £72m) Markets EBITDA1,3 +87% Markets portfolio 16 sites 9 sites now open and 7 contracted, 4 of which due to open in next 12 months Media like-for-like revenue1,2 +11% Media revenue £37m (FY23: £33m) Media EBITDA1,3 +101% Global monthly brand reach 150m +8% year-on-year £12.4m Group-adjusted EBITDA1,3 up 134% Time Out Group plc Annual Report & Accounts 2024 01 Strategic Report Governance Financial Statements Overview At a glance Time Out is a unique global brand that inspires and enables people to experience the “best of the city” through both digital inspiration and real-world experience in our Markets. Thanks to our unmatched local expertise, connections and authority, Time Out is globally recognised and trusted as a go-to hub for people exploring their own city or visiting new places. We have delivered strong EBITDA growth, further building on our recent progress. We are now well positioned for sustained growth and to realise the global potential of the Time Out brand across digital and “in-real-life” channels. A global brand with over 55 years of editorial expertise… • Transformation into a global multi-platform brand • A digital media business covering the best of over 300 cities in 58 countries and a growing footprint • 9 Markets curating the best of each city with 7 signed to open by FY27 • An audience that goes out more than the average person and mostly consists of GenZ and Millennials is highly valuable for advertisers, Market vendors and real- estate partners A unique model spanning digital & “in-real-life”… Under one strong Time Out brand – synonymous with the “best of the city” – we: • Leverage synergies between Media and Markets • Both channels combined grow brand awareness of and audience for the other • Digital and physical together has the ability to turn a property into a destination for landlords and developers • The customer experience is enhanced via in-Market screens with localised Time Out content and campaigns from brand partners • This model offers more opportunities across more channels for advertisers to reach both a digital and in-real-life audience at scale Driving improving financial performance and growth headroom • Audience growth drives Media revenue and EBITDA • Markets expansion increases audience, revenue and EBITDA • Markets management agreements are capex-light with guaranteed recurring revenues • Aligning new Market openings with the worlds 50 most attractive cities for Media maximises synergies; increasing revenue improves operational gearing of fixed costs • Continued focus on productivity and higher sales densities Audience across digital and physical channels Global monthly brand reach 150m +8% Instagram & TikTok video views +90% year-on-year Majority of our audience are GenZ and Millennials 63% 20m Market visits per year, forecast to grow to >30m by 2027 Time Out Group plc Annual Report & Accounts 2024 02 Strategic Report Governance Financial Statements Overview At a glance continued Global digital media market is projected to reach >$700m and forecast to grow at >5%* We focus on the world’s top 50 media cities Increasing reach in each geography drives scale economies and EBITDA margins * Source: Statista Digital Advertising – Worldwide AMERICAS EMEA APAC Media offices 1 4 3 Open Markets 4 5 – Signed Markets 1 5 1 Revenue £64m £34m £5m MELBOURNE SYDNEY BUENOS AIRES MEXICO CITY JEDDAH RIYADH BAHRAIN PRAGUE CAPE TOWN PORTO PARIS LISBON BARCELONA MARSEILLE SINGAPORE HONG KONG BANGKOK BEIJING TOKYO SHANGHAI LONDON MADRID DOHA TEL AVIV ISTANBUL CROATIA ABU DHABI DUBAI OSAKA LAS VEGAS MIAMI DALLAS ATLANTA WASHINGTON PHILADELPHIA NEW ORLEANS AUSTIN HOUSTON LOS ANGELES SAN FRANCISCO VANCOUVER CHICAGO NEW YORK BOSTON MONTREAL Owned Media Media & Market Franchised Media BUDAPEST Time Out Group plc Annual Report & Accounts 2024 03 Strategic Report Governance Financial Statements Overview Chair’s statement Emphasising the point that Markets are no longer a separate revenue model, but one of a number of powerful media channels. The other area of untapped value creation is the captured data within the markets; anonymised statistics on customer gender, age, food choices, food types and their journey through the sites. This will increasingly inform advertising content and marketing solutions, attracting a growing pool of brands and lead to an enhanced offer at our Markets. Results Our reported performance is modest in relation to the Board’s three-year targets. However, these are record sales and earnings for the Group: they exceeded market expectations, and build on the prior year’s transition back to profitability. Strong revenue growth on a like-for-like basis coupled with disciplined control of costs resulted in adjusted EBITDA growing by 134% to £12.4m. Market’s like-for-like revenue increased 4% to £69.7m, which delivered adjusted EBITDA growth of 87% to £12m, demonstrating the consistent site-by-site trading of the Markets portfolio, even in its first years of trading. Given the increasing number of open Markets by city and size, it also underlines the power of the format and its scalability. One Time Out Media continued to benefit from the increasing average spend of our brand partners, as we provide more marketing solutions across our growing global channels. Like-for-like revenue for Media grew by 11% to £36.9m drove a more than doubling of adjusted EBITDA to £5.3m. Markets The Group continues to open and sign new sites in prime locations around the world. Time Out launched new markets in Cape Town and Porto to critical acclaim, with encouraging early footfall and average transaction value. Barcelona’s opening in the city’s marina, shortly after period end, marks the ninth location now trading, six owned and operated, three under management agreements in place. During the financial year, we also signed agreements for Bahrain and Budapest Markets. This takes the portfolio to 16 sites opened or set to open over the next three years, a footprint that now spans over 500,000 sq ft of 220 concessions and 50 bars. Media Trusted and engaging curated content across our channels attracted a record audience in the year. It’s a highly desirable and global audience, which is driving increasing sales to key advertising clients. To facilitate this higher margin revenue the Group continues to create impactful bespoke campaigns that can span digital and physical events in our Markets, demonstrating the unique proposition and differentiation that the Time Out Group offers. Outlook On behalf of our Board and our shareholders I would like to thank everyone at Time Out Group for their passion and hard work to grow our brand and contribute to the success of the business. Looking ahead, we remain confident of the prospects for the Group and the increasing near- term opportunities we have to expand our Markets footprint and improve the quality of our digital offering delivering success across One Time Out. Peter Dubens Non-Executive Chairman I am pleased to write to you following another year of significance progress. A year in which Time Out grew its audience, profitability and margins beyond our expectations. In our view the most notable area of progress has been the transformation in Time Out’s organisational structure and mindset. Increasingly, Media and Markets are no longer seen as separate divisions with discrete revenues, but as curation channels through which we offer the best of the city in either digital form (website and social media) and ‘in-real-life’ (Markets and creative solutions) and across these channels we sell unique and effective advertising solutions. There is an increasing focus on both how the Markets can drive more marketing revenue and how we can scale the Markets platform to match the other channels for size across the globe. Screens are fast appearing across the Market portfolio which will enhance the customer experience, offering localised Time Out content and campaigns from our brand partners. This content can also be contextualised, thanks to sophisticated AI and data analysis. The Market’s popularity and growing city footprint are also increasing the opportunity for sponsorship and beverage partners. With a medium-term target of 40 to 50 Market sites in tier one cities around the world, not only will Time Out be generating substantial earnings from food and beverage sales but with an annual reach of 150 million, the markets will also become Time Out’s biggest media channel by eyeballs. Time Out Group plc Annual Report & Accounts 2024 04 Strategic Report Governance Financial Statements Overview STRATEGIC REPORT Our business model 06 Chief Executive’s review 08 Financial review 11 Responsible business 13 Section 172 statement 17 Principal risks and uncertainties 20 Time Out Group plc Annual Report & Accounts 2024 05 Strategic Report Governance Financial Statements Overview Our business model Trusted global brand Expert curation of the best of the city Multiple channels with growing audience Connecting multiple stakeholders Delivering outcomes Research findings:* We appeal to people of all ages as a trusted source of inspiration for going out Our local expert editors, breadth of coverage and distinctive tone of voice set us apart We are trusted to identify the genuine best of the city Our editors curate the best things to eat and drink and see in over 300 cities Our Markets bring the best culinary and cultural experiences together under one roof Large global audience of experience-hungry city-dwellers and travellers A city’s best chefs and cultural talents Brand advertisers Landlords and developers attracted by our ability to turn a location into a destination Offering opportunities for a diverse and talented group of colleagues Creating growth potential for investors Digital Monthly brand reach of 150m +8% Rapidly growing social presence: Instagram +97% TikTok +68% “In-real-life” = Markets 9 Markets with 20m annual footfall Further 7 committed openings by FY27 Venues for live culture and events Out-of-home advertising and the ability to host live events for advertisers in Markets A trusted brand with heritage, that continues to evolve and be relevant to users Rising EBITDA margins Differentiated synergistic revenue streams Growing global audiences which creates the opportunity to: • Partner with more chefs and cultural stars • Appeal to more global advertising clients with our unique ability to run digi-physical campaigns Our audience trust Time Out to curate the best city experiences, driving traffic to our digital channels and visits to our Markets. * Global market research conducted July 2024, sample size 6,626: adults aged 16-75 who go out at least once a month. Time Out Group plc Annual Report & Accounts 2024 06 Strategic Report Governance Financial Statements Overview Our business model continued Time Out delivers the best of the city, both online and in real life – across multiple channels but under one unified brand experience rather than through separate divisions. This creates a growth flywheel and further differentiates Time Out from competitors. The unique synergies driving Time Out growth: the only brand that covers the entire going out experience for consumers around the world. The best of the city, online and in real life CURATION OF THE BEST OF THE CITY Editorial curation of the best of the city. Brand research shows that audiences around the globe trust our local expert content and recommendations A DIGI-PHYSICAL BRAND The recent addition of screens to our growing portfolio of Markets allows us to share our own content and recommendations with an engaged audience. Using AI we can give advertisers unique insights into audience reaction to their campaigns CREATING UNIQUE OPPORTUNITIES A combination of large and growing online audience with 20m annual visitors to our Markets offers brands the opportunity to create unique creative advertising campaigns MULTIPLE CHANNELS Our content spans website, mobile, social, video, and live events in our Markets AUDIENCE GROWTH Brand, content and channels attract a growing audience with 150m online brand reach and c.20m annual visitors to Markets AUTHORITY ATTRACTS PARTNERS The brand reputation built over 55+ years positions Time Out as a global city authority which attracts advertising clients, real- estate owners and a city’s top culinary and cultural talents Time Out Group plc Annual Report & Accounts 2024 07 Strategic Report Governance Financial Statements Overview Chief Executive’s review CEO’S review “This year we achieved our strongest ever EBITDA performance and have laid the groundwork for an exciting next phase for the Time Out brand with multiple growth avenues and significant global headroom. The Time Out brand is a critical contributor to the success of both Media and Markets, and rather than view these businesses as two separate units, we believe there is substantial potential to increase the synergies between the two and cement Time Out as a unique proposition, both for our audience and for our commercial partners. Clearly Media and Markets have different operating models and KPIs so while we will continue to articulate the performance metrics for each that we believe are useful to investors, internally we are focused on further integrating the two complementary channels to serve visitors, chefs and advertisers. In the period, the physical portfolio grew from six to eight Markets with the opening of Cape Town and Porto. In addition Barcelona opened in July, at the beginning of FY25. We also announced agreements for further new Markets in Bahrain and Budapest which, in addition to previous deals, means that we will have 16 Markets operational by the end of FY27. This represents a very material increase in brand footprint. Landlords and property developers continue to show interest due to our ability to turn a location into a destination, and we believe we have the potential to sign more locations in the coming years. We have focused on reducing the time from deal completion to opening and both Bahrain and Budapest will open in 2025. Our digital strategy for Time Out Media is working, driving both revenue and EBITDA growth. Our expanding audience values our “best of the city” content and we are winning high-value campaigns with leading brands. Our focus on offering creative solutions for big global brands is driving higher value, higher margin deals, typified by a global food, culture and travel guide we created for Coca Cola. We are also investing in increasing the breadth of city coverage and increasing our video content to maintain relevance with Gen Z audiences. Time Out continues to be trusted and relevant as we inspire and enable millions of people every month to experience the best of the city. Our turnaround programme has transformed the EBITDA profitability of the Group. We are now focused on executing our growth strategy. On behalf of the Board I would like to thank all of the Time Out team for delivering this result.” Chris Ohlund CEO of Time Out Group plc Group overview The Group achieved strong like-for-like revenue coupled with disciplined control of costs which resulted in adjusted EBITDA of £12.4m (2023: £5.3m), and an operating loss of £0.0m (2023: £17.5m): • Like-for-like revenue increased by 7% and gross margin increased by 1% to 82% (2023: 81%) • The Group generates the majority of its revenues and EBITDA in US dollars and euros. A stronger pound acted as headwind against revenue growth on a statutory basis; revenue in pounds decreased by 1% to £103.1m • Divisional adjusted operating expenses decreased by 10% because of reductions in fixed costs and focus on operational efficiency, partly offset by additional variable costs as sales grew. Continued revenue growth offers the scope to further dilute fixed costs as a percentage of sales Group overview £’000 2024 2023 Change Revenue 103,112 104,641 (1)% Net revenue1,2 78,722 75,978 +4% Gross profit 64,729 61,889 +5% Gross margin %1,3 82% 81% +1% Divisional adjusted operating expenses1,4 (47,417) (52,824) (10)% Divisional adjusted EBITDA1,4,5 17,312 9,065 +91% Market adjusted EBITDA1,4,5 12,033 6,437 +87% Media adjusted EBITDA1,4,5 5,279 2,629 +101% Corporate costs (4,873) (3,751) +30% Group adjusted EBITDA1,4 12,439 5,315 +134% Operating loss (6) (17,494) (100)% 1 This is a non-GAAP alternative performance measure (“APM”) that management uses to aid understanding of the underlying business performance. See appendix Alternative performance measures for a reconciliation to statutory numbers on page 78. 2 Net revenue is calculated as revenue less concessionaires’ share of revenue. 3 Gross margin calculated as gross profit as a percentage of net revenue. 4 Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. 5 Consistent with FY24, FY23 comparatives have been restated to present £1.7m of Group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Markets to better represent the actual costs of the underlying segments. Time Out Group plc Annual Report & Accounts 2024 08 Strategic Report Governance Financial Statements Overview Chief Executive’s review continued Markets Like-for-like revenue increased by 4%. During the year, new Markets were opened in Cape Town in November 2023 (management agreement) and Porto May 2024 (owned and operated).The owned and operated Barcelona Market opened shortly after the year-end in July 2024. All three have strong chef lineups, including chefs with a combined total of nine Michelin stars. Adjusted EBITDA increased 87% to £12.0m (2023 £6.4m). Two new management agreements, Bahrain and Budapest, were announced in the year which, in addition to Vancouver and Osaka, are expected to open within the next 12 months. In total, our 16 Markets are expected to generate more than 20 million transactions per year. The expected opening schedule based on calendar year is as follows: • 2024: Bahrain • 2025: Osaka • 2025: Vancouver • 2025: Budapest • 2025: Abu Dhabi • 2027: Prague • 2027: Riyadh We have a strong pipeline of management agreements in negotiation and expect to sign more in the year ahead as we continue to optimise our systematic approach to sourcing high-quality leads. As we grow our portfolio of open Markets we continue to refine selection criteria based on proven critical success factors, with the objective of improving return on investment and reducing time to completion. Time Out Markets trading overview £’000 2024 2023 Change Owned operations 63,052 67,172 (6)% Management fees 4,155 4,339 (4)% Revenue 67,207 71,511 (6)% Net revenue1,2 42,817 42,848 – Gross profit 36,429 35,535 3% Gross margin %1,3 85% 83% +2% Adjusted operating expenditure (trading)1,4 (20,407) (22,968) (11)% Trading EBITDA1,4, 16,022 12,567 +26% Markets central costs (3,989) (6,132) (35%) Adjusted EBITDA1,4,5 12,033 6,437 +87% 1 This is a non-GAAP alternative performance measure (“APM”) that management uses to aid understanding of the underlying business performance. See appendix Alternative performance measures for a reconciliation to statutory numbers on page 78. 2 Net revenue is calculated as revenue less concessionaires’ share of revenue. 3 Gross margin is calculated as gross profit as a percentage of net revenue. 4 Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. 5 Consistent with FY24, FY23 comparatives have been restated to present £1.7m of Group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Markets to better represent the actual costs of the underlying segments. Time Out Group plc Annual Report & Accounts 2024 09 Strategic Report Governance Financial Statements Overview Time Out Media trading overview £’000 2024 2023 Change Revenue 35,905 33,130 +8% Gross profit 28,300 26,354 +7% Gross margin %1,2 79% 80% (1)% Adjusted operating expenditure1,3 (23,021) (23,725) (3)% Adjusted EBITDA1,3 5,279 2,629 +117% 1 This is a non-GAAP alternative performance measure (“APM”) that management uses to aid understanding of the underlying business performance. See appendix Alternative performance measures for a reconciliation to statutory numbers on page 78. 2 Gross margin is calculated as gross profit as a percentage of revenue. 3 Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. Consistent with FY24, FY23 comparatives have been restated to present £1.7m of Group costs, previously recorded within Media, within corporate costs, and exclude £2.1m recharges between Media and Markets to better represent the actual costs of the underlying segments. Time Out Media Time Out Media trading was encouraging with like-for-like revenue growth of 11% to £36.9m and adjusted EBITDA of £5.3m (2023: £2.6m). Gross margin decreased by 1% to 79% (2023: 80%). We continue to tightly manage the operating expenditure which decreased by 3% whilst we invest in talent with digital expertise and expand our sales team tasked with growing our client base and winning high-value campaign deals. A particular highlight that illustrates the success of the strategy to focus on higher-ticket deals with global brands was the creative campaign for Coca Cola™, our largest ever global deal. During 2024 the number of deals worth more than £100k increased by 17%. As a result of a focus to engage our audience by increasing video content, Instagram and TikTok views grew by 90% YoY. Editorial coverage drives a wide reach and global brand awareness, which is reflected in our global monthly brand reach* growth of 8% to 150m. Outlook Consumer feedback, research and sales performance all indicate that our brand is in good health, driving growth across digital and “in-real- life” channels. Having opened seven Markets in 10 years, we will open seven Markets in the period from November 2023 to November 2025 and will reach a minimum of 16 Markets by 2027. When coupled with a continued pipeline of new opportunities this growth can rapidly improve the operational gearing of our fixed-cost base, meaning we have the potential to continue to grow profitability faster than sales. We continue to receive approaches from commercial parties keen to work with the Time Out brand and leverage our innovative marketing solutions, and we are increasingly confident in our global strategy. Chris Ohlund Group Chief Executive 29 October 2024 * Global brand reach is the estimated monthly average in the year including all owned and operated cities and franchises. It includes print circulation and unique website visitors (owned and operated), unique social media users (as reported by Facebook and Instagram with social media followers on other platforms used as a proxy for unique users), social followers (for other social media platforms), opted-in members and Market visitors. Time Out Group plc Annual Report & Accounts 2024 10 Strategic Report Governance Financial Statements Overview Chief Executive’s review continued £’000 2024 2023 Change % Like-for-like revenue1,2 106,626 100,095 +7% Revenue 103,112 104,641 (1)% Concessionaire share (24,390) (28,663) (15)% Net revenue 78,722 75,978 +4% Gross profit 64,729 61,889 +5% Gross margin1,3 82% 81% +1% Administrative expenses (64,735) (79,383) (18)% Operating loss (6) (17,494) (100)% Finance income 493 167 (195)% Finance costs (9,036) (7,664) +18% Loss before tax (8,549) (24,991) (66)% Operating loss (6) (17,494) (100)% Depreciation & amortisation 9,489 11,074 (14)% Loss on disposal of property, plant and equipment 34 5 +580% Share-based payments 1,767 1,701 +4% Exceptional items 1,155 10,029 (88)% Adjusted EBITDA1 12,439 5,315 +146% 1 This is a non-GAAP alternative performance measure (“APM”) that management uses to aid understanding of the underlying business performance. See appendix Alternative performance measures for a reconciliation to statutory numbers on page 78. 2 Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded. 3 Net revenue is calculated as revenue less concessionaires’ share of revenue. 4 Gross margin is calculated as gross profit as a percentage of net revenue. 5 Adjusted EBITDA is operating loss stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. Revenue and gross profit Like-for-like revenue increased by 7% with both Markets and Media delivering growth. Markets revenues fell by 6% to £67.2m due to the closure of Miami in 2023 and stronger pound vs US dollar. Revenue associated with management agreements fell 4% to £4.2m (2023: £4.2m). Media revenue increased 8% to £35.9m (2023: £33.1m) driven by digital sales growth and live events. Gross margins increased by 1% to 82%. Administrative expenses and operating loss Administrative expenses of £64.7m decreased by 18% (2023: £79.4m) resulting in the narrowing of operating loss to £0.0m (2023: £17.5m). The depreciation & amortisation charge of £9.5m (2023: £11.1m) has decreased due to some assets becoming fully depreciated. The reduction in administrative expenses is due to lower exceptional costs in FY24 as well as the Miami Market no longer operating. Exceptional items of £1.2m relate to restructuring costs (2023: £1.9m); in 2023, £8.1m was written off in respect of Miami and Spitalfields. Adjusted EBITDA Adjusted EBITDA of £12.4m (FY23 £5.3m) is stated before interest, taxation, depreciation and amortisation, share-based payment charges, exceptional items, and loss on disposal of fixed assets. This material improvement is a result of increased gross profits and improved operational efficiency. Net finance costs Net finance costs of £8.5m (2023: £7.5m) primarily relates to interest on debt of £5.0m (2023: £3.8m), amortisation of deferred financing costs of £1.0m (2023: £0.5m) and interest costs in respect of lease liabilities of £2.7m (2023: £3.0m). Foreign exchange The revenue and costs of Group entities reporting in US dollars and euros have been consolidated in these financial statements at an average exchange rate of $1.21 (2023: $1.34) and €1.15 (2023: €1.18) respectively. Cash and debt £’000 2024 2023 Cash and cash equivalents 5,903 5,094 Borrowings (38,882) (29,883) Adjusted net debt (32,979) (24,789) IFRS 16 Lease liabilities (24,898) (24,863) Net debt (57,877) (49,652) Cash and cash equivalents increased by £0.8m to £5.9m (2023: £5.1m). This was driven primarily by Adjusted EBITDA of £12.4m (2023: £5.3m) offset by exceptional costs cash outflow of £1.2m (2023: £10.0m), net working capital inflow of £1.3m (2023: £1.3m), capital expenditure of £10.6m (2023: £2.9m), net proceeds of financing of £1.8m (2023: £0.1m net outflow). As at 30 June 2024 borrowings principally comprised a loan facility with Crestline of €33.3m (€29.2m plus capitalised interest). The Group has a €47.5m facility with Crestline Europe LLP (“Crestline facility”), with an outstanding principal amount of €29.2m and PIK of €4.2m, which expires in November 2026. Under the facility the Company has the right to settle in full. Interest is paid in cash at a rate of 8.5% plus three-month EURIBOR. An exit premium, payable upon full repayment, is amortised over the duration of the facility with reference to the principle amount drawn. The facility is subject to quarterly financial covenants based on minimum liquidity levels (quarterly testing commenced on 31 December 2022) and target leverage ratio (quarterly testing commenced on 30 June 2023). Financial review Time Out Group plc Annual Report & Accounts 2024 11 Strategic Report Governance Financial Statements Overview New issue of warrants On 30 November 2024 the Company will issue approximately 2,552,476 warrants under the warrant instrument entered into on 30 November 2022 with Crestline Europe LLP (the “Crestline Warrant Instrument”). These warrants will have a strike price equal to the lower of (a) the arithmetic average of the daily volume weighted average price of an Ordinary Share on AIM as shown on Bloomberg on each of the 30 consecutive dealing days immediately preceding 30 November 2024 and (b) 39 pence. This brings the total number of warrants issued under the Crestline Warrant Instrument to approximately 16,488,494. Proposed placing of ordinary shares for growth capital The Group intends to announce a proposed placing of ordinary shares, to raise approximately £8m of gross proceeds. If completed, it is intended that the proceeds of the Placing will be used to support growth, via up-front cash investments in new Market leases in London and Manhattan and to accelerate investment in IT in order to grow audience reach. The Company expects to issue further details of the Placing shortly following the release of this announcement. Going concern The financial statements have been prepared under the going- concern basis of accounting as the Directors have a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements (“forecast period”). In making this determination, the Directors have considered the financial position of the Group, projections of its future performance and the financing facilities that are in place. In making this assessment the Directors have considered two scenarios over the forecast period: the base case assumes a slow but steady period of growth across both Markets and Media. Owned and operated Markets revenues are assumed to see steady growth over the forecast period. Media revenue continues to grow as the Group focuses on high-margin digital-first offerings. This scenario includes an appropriate element of cost inflation. The downside case sensitises the base case to assume that the Markets owned & operated and Media revenues underperform the base case by 10% with actionable cost mitigation over the forecast period. Cash and debt continued The Company has also executed an equity warrant instrument and agreed to issue 11,400,423 equity warrants on 30 November 2022 and a further 2,264,468 at full drawdown of the Loan Note Facility (in total representing approximately 3.6% of its fully diluted share capital) to the Crestline subscribers. The five-year equity warrants, which have customary anti-dilution protections, have an exercise price of 39 pence per ordinary share. At 30 June 2023 borrowings principally comprised the partially drawn Crestline facility of €33.4m (€29.2m plus capitalised interest); €5m of the original €35m commitment remains undrawn. Post balance-sheet events Extension of unsecured loan note with related party On 29 October 2024, the Group agreed to an amendment of an existing £5.2m unsecured loan note with Oakley Capital Investments (“OCI”) to extend the repayment date to 30 June 2026, with interest charged at a 90-day-average SONIA rate plus 8% per annum (a reduction from 10% per annum) and no exit premium. This is a related party transaction under AIM Rule 13. OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the Company (“Ordinary Shares”), representing approximately 37.77 per cent. of the Company’s issued share capital. OCI, in combination with the wider Oakley Concert Party together hold 41.68 per cent. of the Company’s issued share capital. As a substantial shareholder in Time Out, OCI is a related party of the Company and the extension of the OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party transaction. The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company’s nominated adviser, Panmure Liberum, the terms of the extension of the OCI Loan Note are fair and reasonable insofar as shareholders in the Company are concerned. Consistent with the base case, the sensitised case also includes an appropriate element of cost inflation. The Directors consider the downside-case reduction in revenue for each division to be unlikely given recent performance, however with the uncertainty created by inflationary and recessionary factors this scenario is considered severe but plausible. The Board is satisfied that under both scenarios the Group will be able to operate within the level of its current debt and financial covenants and will have sufficient liquidity to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements. For this reason, the Group and Company continue to adopt the going-concern basis in preparing its financial statements. Outlook The 2024 financial year provides the Group with the foundations for continued growth which, combined with ongoing rigorous management of the cost base, has the potential to significantly improve future cash flows and profitability. Time Out Group now has multiple avenues for sustained growth and is building a valuable long-term recurring earnings stream. The growth strategy for Media is to continue to development our higher ticket creative solutions and to broaden our editorial coverage to grow audience. Over the next 18 months, we are set to open five new Markets which will increase revenues and the signing of new locations globally is expected to continue, supported by a strategy to focus on the highest-quality leads. In time, the nine management agreements (two open and seven contracted), each with a term of at least ten years, will generate a contracted minimum aggregate contribution to EBITDA of c.£12m per annum when all are operational. We have increased confidence in future growth as we continue to deliver against our ambitious plans, with Q1 FY24 performance in line with management expectations. Matt Pritchard Group Chief Finance Officer 29 October 2024 Time Out Group plc Annual Report & Accounts 2024 12 Strategic Report Governance Financial Statements Overview Financial review continued Responsible business Time Out’s Sustainability Strategy Safeguarding the future of our cities As we inspire and help people to experience “the best of the city” through digital and physical channels, we are closely connected to the cities we are in and are committed to engaging with and supporting local communities in cities around the world. This includes highlighting green issues to raise awareness amongst our audience, championing diversity and inclusion, and developing sustainable processes across our business. We know that many of our stakeholders care about building a better world and Time Out wants to help create a better future for our cities. We aim to do this by Being Planet Positive and by supporting our communities. Over the last year, Time Out has undertaken a comprehensive materiality assessment to analyse our key stakeholder requirements alongside the evolving regulatory landscape to create our inaugural sustainability strategy. Approved by our Board the strategy has a particular focus on our transition pathway to achieve net zero and embedding our sustainability standards in our Markets. Sustainability: materiality assessment During this financial year to 30 June 2024, Time Out has undertaken a comprehensive materiality assessment, which gathered insights from: • in-depth, structured interviews with key stakeholders from within the Group and across our value chain; • reviewing current and future regulatory requirements along with industry frameworks; • benchmarking competitors; • reviewing the expectations of our key partners and investors; • reviewing our existing sustainability activities; and • understanding our existing governance processes infrastructure systems Time Out’s Sustainability Strategy aims to ensure we make a positive impact, in line with multiple UN Sustainable Development Goals (SDGs), including: SDG 11: Sustainable Cities and Communities SDG 13: Climate Action SDG 5: Gender Equality SDG 17: Partnership for the Goals SDG 12: Responsible Consumption and Production This assessment identified key ESG priorities, which are the bedrock of the Time Out Sustainability Strategy: Priority Time Out Sustainability Strategy SDG Being planet positive Net Zero Strategy: We’re committed to cutting our environmental impact and helping everyone we work with – partners, customers, vendors, and our Time Out Markets – reach net zero greenhouse gas emissions. Over time, we aim to go beyond net zero and become “planet positive”, focusing on nature and biodiversity as well. We’ve kicked off our net zero journey by measuring our initial carbon footprint and are now developing our plan for moving forward. Inspire and showcase sustainable living in our cities to our audience: We’re dedicated to promoting sustainable living through our digital content and our Markets. Our goal is to inspire and help people make eco-friendly choices when exploring the city. We’ll highlight the best in sustainability, celebrate green practices, and encourage our customers to travel and enjoy cities in more sustainable ways. Support our communities Diversity, equity and inclusion (“DEI”): We will continue to build on our heritage in DEI by championing equal opportunities and celebrating the diversity of our cities in our content, curation and teams. Building Stronger Communities: We will actively support and strengthen local communities in the cities in which we operate. We support our local vendors to build sustainable businesses within our Markets. Through our media content we will continue to highlight and celebrate the vibrancy of our communities throughout our cities. Time Out Group plc Annual Report & Accounts 2024 13 Strategic Report Governance Financial Statements Overview Responsible business continued Our progress In the future we will: Build on the work we are currently doing, fully implement our Sustainability Strategy and publish our net zero target date We will continue to implement our Sustainability Strategy, ensuring alignment with evolving sustainability regulations and reporting standards. Once we have completed our analysis, we will publish our target net zero target date, which we intend to be no later than 2040. We will develop our next phase of sustainability standards for our Markets and continue to work with our vendors to meet these standards. In the last year we have: Developed our Sustainability Strategy and started our journey to net zero We have completed our discovery phase of work and adopted our Sustainability Strategy to safeguard the future of our cities. We have also completed our first carbon footprint so that we can start identifying opportunities to reduce our carbon emissions. We are continuing to: Implement our Foundation Sustainability Standards in our Markets and develop our net zero transition pathway Our Foundation Sustainability Standards were developed in partnership with the Sustainable Restaurant Association, to understand the sustainable practices already adopted by our Markets and to identify where we can support our vendors with local food sourcing, supporting the plant-based diets of our customers and providing the Markets with a better infrastructure for waste- sorting. We are currently implementing these standards and working with our vendors. Now that we have identified our sustainability priorities, we will develop an appropriate implementation plan to deliver against our strategy. Editorial content Time Out has a global audience which is interested in sustainability – we are dedicated to raising awareness amongst our readers around sustainability through regular editorial features and campaigns. The goal is to highlight initiatives across the cities we are in and inspire our audience to experience these cities more responsibly as well as travel with care for the environment. Over the last year there has been a focus on train travel across our global content as a more sustainable alternative to flying. We highlighted the most beautiful train stations across Europe, new ecotourism destinations, a cautionary tale against over tourism and recommended more “underrated” alternative destinations with a goal to distribute tourism and as a result support local businesses in lesser visited regions. In Sydney we launched our Future Shapers for 2024 with a focus on sustainability, along with a live panel where our Future Shapers where they got the opportunity to speak with policy makers in government. Our travel content aims to offer inspiration for more sustainable travel options. Time Out Group plc Annual Report & Accounts 2024 14 Strategic Report Governance Financial Statements Overview Responsible business continued Diversity & inclusion Initiatives to support local communities The cities we represent are melting pots of different people, ideas, experiences and beliefs, which forms a core part of our celebration of the best of the city. Time Out team members around the world regularly organise and participate in local charity initiatives. This includes payroll giving, staff running marathons to drive donations and other charity support; environmental initiatives have also been embraced by our Markets including highlighting World Environment Day and Plastic Free July. We are now implementing our sustainability standards in our Markets and supporting our vendors to achieve these. Furthermore, our Markets regularly host events to raise money for local charities and to support local talent – for example, Cocktails for a Cause are held in all of our Markets, Fenway’s Got Talent is an event supporting local talent in Boston. To champion cities, Time Out must reflect them and we have advocated for diversity and inclusion since 1968: our founder, Tony Elliott, passionately believed that diversity fosters creativity and enables personal and professional growth. We are committed to creating an open culture, supporting and celebrating diversity and equality in our organisation. Steps include: • Our editorial ethos reflects the cities we serve. Our hiring and commissioning of employees, freelancers and other creatives reflect diverse backgrounds, perspectives and voices. • We support women leaders by ensuring equality of opportunities within our senior leadership team and at all levels of the organisation. Our CEO of Media is female and 60% of our executive committee members are female. • Employees completing – if they wish – an ethnicity census, so that we have a baseline to measure and improve upon. • We believe that everyone has the right to express themselves and empower everyone to bring their full authentic selves to work. A diverse and inclusive workforce enables us to learn from each other. • As part of our training opportunities, we have hosted sessions targeted at supporting the mental health of our colleagues. 50% of our executive committee members are female Time Out Group plc Annual Report & Accounts 2024 15 Strategic Report Governance Financial Statements Overview A food festival with sustainability at its heart In May 2024 we held our fourth Time Out food festival in Barcelona, welcoming over 12,000 people to enjoy a feast featuring 16 extraordinary dishes crafted by the city’s top chefs and showcasing the finest Catalan ingredients. CASE STUDY At the Time Out Fest Barcelona, local producers are championed In the selection and curation of the dishes presented at the Festival, a key factor is: that they all incorporate ingredients from local producers and all our chefs showcased at the Festival were Catalan. Diageo partnered with the food festival to launch its innovative, paper- based Baileys bottle which is a dry-moulded fibre bottle that is 90% paper, featuring a thin plastic liner and a foil seal. Much more than just a food festival The Time Out Fest Barcelona is much more than just a food festival; the attendees can access free yoga classes, concerts, tastings, workshops to celebrate local talents, communities and produce. Responsible business continued Time Out Group plc Annual Report & Accounts 2024 16 Strategic Report Governance Financial Statements Overview Section 172 statement Maximising value and ensuring long-term success taking account of what is important to our key stakeholders. Our stakeholders Why we engage What matters to this group How we engage Shareholders and debt-providers Continued access to capital is important for our business as we continue to grow. Whilst we focus on expanding through management agreements, we will be developing owned and operated Time Out Markets as well as investing in technology, including artificial intelligence. We work to ensure that our shareholders and key debt-providers have a good understanding of our strategy and business model, growth opportunities and performance. • Strategy and business model, incorporating responses to possible impacts of a global recession • Demonstrating flexibility and maximising resilience against the impacts of a global recession • Long-term growth potential • Financial performance • Capital expenditure requirements and liquidity • The Group CEO, CFO and Investor Relations Director conduct an ongoing investor relations programme which includes individual meetings with institutional shareholders following the interim and full-year results • Copies of the Annual Report are sent to all shareholders and can be downloaded from the Investors section on www.timeout.com, which also contains other information relevant to our investors • Shareholders have the opportunity to ask the Board questions during each Annual General Meeting • The Group CFO meets monthly with the Group’s key debt-provider and the Group CEO, along with other key executives, holds an annual meeting with them Employees Our experienced and diverse workforce is our key asset, and attracting and retaining this talent is critical to our success. • Business strategy and financial stability, including resilience against possible impacts of a global recession • Opportunities for development and progression • Key values such as diversity and inclusion • Fair pay and benefits • Job satisfaction • Working for an innovative company rooted in an iconic brand, with a strong sense of our values • Appropriate adjustments to office-working and home-working opportunities, originally in place during Covid-19 pandemic but now valued by our colleagues • The Group CEO conducts regular inductions for all new starters globally to ensure understanding of the brand, our Company values and business objectives • The Group CEO shares regular updates with all global staff, covering key recent developments in the business • Executive management team makes presentations to all global staff providing an update on financial performance, business strategy and key progress • Regular employee engagement and exit surveys provide employees a chance to provide anonymous feedback which is shared with management and used to develop strategies to increase employee satisfaction • Annual performance reviews (with mid-year check-ins) engage staff about their contribution, development and career aspirations, as well as their alignment with the Company’s values. There is also a Company- wide culture of weekly one-to-ones with line managers, team meetings and regular functional “stand-ups” • Social events are organised by local social committees • A diversity and inclusion framework is in place and will be evolved as regular engagement surveys will provide us with the opportunity to capture the ethnicity data that makes up our workforce to better understand the diversity within our global teams • The Group makes financial contributions to professional training for relevant employees, and offers a variety of relevant vocational training, including leadership training for our talented pool of next- generation leaders; other training opportunities emphasise diversity and inclusion and mental health • Environment initiatives are led by cross-functional teams across our regional offices and these teams are collaborating with our executive management team on a comprehensive sustainability strategy Time Out Group plc Annual Report & Accounts 2024 17 Strategic Report Governance Financial Statements Overview Our stakeholders Why we engage What matters to this group How we engage Global audience Time Out’s brand and curated content, and the audience that engages with it, is at the heart of everything we do; online and in real life. • High-quality, independent and professionally generated content which helps our audience discover and experience the best things to do in a city • The confidence that they can trust Time Out’s curation and recommendations, which are brought to life in our Time Out Markets • A consistent, authentic brand experience across all our digital and physical channels including our Markets • The ability to experience the best food, drink and cultural experiences in a unique single location in all Time Out Markets • Insightful thought-leadership content on issues which matter to our audience • Time Out’s interactions with our audience are tracked in real time through multiple analytics platforms • We also engage with our audience via large-scale surveys, panels, user-generated content, voting and via content which inspires direct consumer action – as well as through Markets and live events • Time Out works with professional journalists to ensure expertise, experience, independence and local knowledge • Time Out ensures that the issues which matter most to our audience are properly represented in our content, with content also dedicated to sustainability and sustainable travel • In our Time Out Markets, we regularly refresh the curation to ensure the culinary mix is up to date • We implemented a new web-based online ordering system to enable pre or at-table ordering for visitors and are monitoring customer impact Advertising clients Agency and direct client relationships are critical to the generation and growth of advertising revenues. • Brands are seeking innovative, integrated and bespoke advertising solutions from a trusted media partner which can reach a highly desirable audience • Advertising clients seek a positive, brand- safe environment for their campaigns which Time Out’s trusted high-quality content and global brand can offer • Regular communication drives deep, long-term relationships and immersion into the brand including meetings held at Time Out Markets • Senior management hold a series of meetings with agency investment teams to update them on our business proposition • Agency-wide presentations and “lunch and learn” events, to strengthen mutual understanding and build awareness of our brand • Attendance at industry events, conferences and networking groups to grow and enrich client relationships, whilst widening our footprint in the market • C-level introductions elevate Time Out’s relationships with key advertising clients, so we better understand their business needs • Integrated campaigns bringing Media and Markets together generating larger revenue, long-term deals, offering multi-platform and on-site activations • We leverage our editorial voice to create bespoke branded content solutions to offer our clients 360-degree platform campaigns Section 172 statement continued Time Out Group plc Annual Report & Accounts 2024 18 Strategic Report Governance Financial Statements Overview Section 172 statement continued Our stakeholders Why we engage What matters to this group How we engage Concessionaires Time Out Market’s proposition depends on attracting and retaining the best chefs and restaurateurs of a city – it is crucial that we build strong partnerships that create long- term value for both parties. • Visitor volumes and consistent footfall • Revenue and margin potential • The accolade of being the “best of the city” • Access to a regional Commercial Vice President who holds quarterly meetings (in person or via video conference) providing advice and insights • Building a profile with an international customer base • Regular operational communication by Time Out Markets General Managers with each concessionaire • Marketing teams deliver marketing plans, including summaries of recent activity and planned upcoming activity • Regional Commercial Vice President, assisted by the General Managers, completes a performance review, which includes a deep dive on menu, pricing, sales, average spend and customer service to optimise performance of the concession within the Time Out Market Landlords Strong, long-term relationships with landlords – whether Owned & Operated or Management Agreements – in a unique location are key to creating long-term value for both parties. • Visitor footfall to drive site appeal to other potential tenants • Real estate value growth • Long-term partnership • The addition of a new destination to their site, neighbourhood and city • The value of working with a highly recognised, global brand • Positive contribution of the Market to the sustainability credentials of the building • Regional Commercial Vice President maintains regular contact with all landlords and meets with them in person, quarterly or half-yearly • Time Out Market General Managers interact with landlords and/or the landlord’s representative(s) on a monthly basis • General Managers hold regular meetings with management agreement partners for operational reviews • Time Out Market Finance conducts regular meetings with each management agreement partner’s finance team to review results • Regional Commercial Vice President and key staff hold quarterly meetings with management agreement partners to review operations, financial performance and relationships Community and environment We are committed to engaging with and supporting the communities we operate in and minimising the impact of our business operations on the environment. • Time Out readers are interested in sustainability • Time Out Market being a responsible neighbour and minimising disruption • Waste management, working with local recycling • Sustainable sourcing • Charitable donations • Time Out is dedicated to raising awareness amongst its readers around sustainability and diversity and inclusion issues at the heart of our communities through regular editorial features and campaigns. Sustainability issues (in particular sustainable travel) feature regularly in Time Out’s content • Time Out Markets is dedicated to interacting ethically with our companies and suppliers, and part of this is to engage with the local community they serve; for example, top chefs host charity events in the Markets, supporting local organisations and causes, promoting local food sourcing and supporting the wider community around each Market • Time Out members of staff in offices around the world organise and participate in charity initiatives • The Group completed an in-depth materiality study and its Board has approved its inaugural ESG strategy which was anchored in this study • Time Out Markets has launched its foundation sustainability standards, which are the result of a year- long project with The Sustainable Restaurant Association to identify meaningful changes Time Out Group plc Annual Report & Accounts 2024 19 Strategic Report Governance Financial Statements Overview Economic risks Risk Mitigation action/control Key management The Group’s success depends on its key personnel, particularly its senior management team, and its ability to retain them and hire other qualified employees. The loss of a significant number of key personnel may have a negative effect on the Group’s ability to deliver its products in a timely manner and would, amongst other things, require the remaining key personnel to divert immediate and substantial attention to seeking a replacement. The HR department monitors employee satisfaction through employee surveys and forums and uses the information to develop staff retention programmes. The Remuneration Committee also seeks to ensure that rewards correspond with performance and retention, and key individuals are incentivised through the Group’s LTIP scheme. Potential security incidents Each Time Out Market is exposed to the potential risk of terrorist and/or other visitor incidents. These incidents would have an immediate impact on the Group’s revenue and a longer-term impact on the Group’s reputation. Each Market engages third-party security specialists to provide a visible security presence throughout, in addition to Market-wide CCTV monitoring. Each Market has a General Manager responsible for ongoing monitoring of physical security and regular testing of evacuation plans. This is supplemented by appropriate training to ensure that local teams react appropriately. General Managers regularly meet with local police to understand and address any additional threats and provide regular communication to concessionaires about relevant government policies. Risk Mitigation action/control Privacy and data protection risk The Group has developed and implemented information security policies and procedures (for example, password policies and remote access policies), security monitoring software, physical access limitations and detection and monitoring of fraud from internal staff. Access to the network is protected by a firewall system supplied by specialist third parties. The Group also operates fraud detection systems which use various industry standard anti-fraud rules to prevent fraudulent transactions in real time. The Group encrypts sensitive data such as passwords and other certain information to ensure there is an additional layer of security. Health and safety The health and safety of the Group’s employees and customers is a key priority. We are required to comply with local health and safety legislation, including fire safety, food hygiene and allergens in our Markets. Each Time Out Market location completes site-specific risk assessments and General Managers are required to undertake regular compliance inspections. Furthermore, third-party consultants conduct bi-monthly “mock” inspections at each Market and any action points are addressed by the General Manager. Each Time Out Media location has a nominated health and safety coordinator to ensure that local health and safety requirements are fully assessed, and the required actions are implemented to ensure compliance. Principal risks and uncertainties The Board continually reviews the potential risks facing the Group and the controls in place to mitigate any potential adverse impacts The Board also recognises that the nature and scope of risks can change and that there may be other risks to which the Group is exposed. The list is therefore not intended to be exhaustive. Regulatory risks Time Out Group plc Annual Report & Accounts 2024 20 Strategic Report Governance Financial Statements Overview Operational risks Risk Mitigation action/control Technological risk IT systems The Group is dependent on its IT infrastructure, and any system performance issues or shortcomings, such as system, software or infrastructure failure, damage or denial of access, could cause significant business interruption. The efficient and uninterrupted operation of the systems, technology and networks on which the Group relies and its ability to provide consumers with reliable, real-time access to its products and services is fundamental to the success of the Group’s business. The Group continues to partner with specialist third-party solution providers to review and maintain our business continuity and disaster recovery plans, to ensure these can be effectively delivered if required. Technological risk Technological advancements Time Out’s continued growth is dependent on up-to-date and effective technological systems. Any failure to ensure that IT capacity and capability keep pace with the business could impair the Group’s ability to grow. The Group makes ongoing investments in IT systems, security and people to ensure that systems keep pace with the development of the business. Key investment areas are identified annually, and progress tracked regularly to ensure that the objectives are being met. Treasury risk The Group undertakes daily, weekly, monthly and multi-year cashflow forecasting on a continuous basis. Delegated authority limits are in place to ensure that only those with appropriate knowledge can enter into material commitments. Budgets and rolling forecasts, and other scenario tests, are updated regularly to ensure that covenants can be satisfied under various scenarios. Location selection risk The Group undertakes detailed post-completion reviews of each new Market opening to understand the drivers of performance to inform selection of future sites. The Group undertakes data-led validation of any potential new site opportunity in order to ensure that any potential site meets the “know success” criteria, including both an analysis of third-party data, and multiple visits to the proposed new location. Risk Mitigation action/control Brand protection The Group depends on its brand name and any damage to its brand or reputation could impact the ability to attract and retain customers with a resultant impact on revenue, as well as its ability to attract high-calibre employees. The Group has brand guidelines in place which are regularly communicated to all employees and key third parties to ensure consistency of voice and approach throughout all marketing activities. There is also a robust strategy in place for actively pursuing and defending the Time Out brand name and all supporting trademarks, domain names and other intellectual property in all key markets in all relevant classes. Furthermore, the Group employs internal and external legal personnel who are experts in intellectual property to manage the trademark and domain name portfolios and there is an ever-increasing number of trademarks and domain names applied for and registered across the world. Macroeconomic uncertainty The Group aims to minimise the possible effects of macroeconomic uncertainty through diversification. The Group continuously reviews inflation and adjusts its plans accordingly. The Group’s Media business is digitally led across a diverse range of customers globally. The Group’s Markets business is globally diversifying and focusing on capex-free management agreements. The impact of the Russo-Ukrainian war and war in the Middle East has not had, and is not expected to have, a significant impact on the Group. Competition The Group operates in a competitive industry and the advent of new technologies and industry practices may adversely affect the Group’s business, results of operations and financial condition. The Group is subject to several risk factors relating to product demand, prices, recognition of the Time Out brand and the ability to attract and retain new customers. The Group continues to invest in the development of its digital offering to ensure that it remains innovative, competitive and attractive in the markets in which it operates. The focus on the quality of offerings means that the Group can respond to changes in the competitive landscape and to the needs of its readership audience, Market customers and the requirements of commercial partners. Time Out Group plc Annual Report & Accounts 2024 21 Strategic Report Governance Financial Statements Overview Principal risks and uncertainties continued GOVERNANCE Board of Directors 23 Corporate Governance Report 24 QCA Code principles and disclosures 26 Audit Committee Report 28 Directors’ Remuneration Report 30 Directors’ Report 33 Independent Auditors’ Report 38 Time Out Group plc Annual Report & Accounts 2024 22 Strategic Report Governance Financial Statements Overview Board of Directors Peter Dubens Non-Executive Chairman Date joined Mr Dubens joined the Group in November 2010 as a Non-Executive Director and was appointed Non- Executive Chairman in May 2016. Experience Mr Dubens is the founder and Managing Partner of the Oakley Capital Group, a privately-owned asset management group comprising Private Equity and Venture Capital operations. Mr Dubens founded Oakley Capital in 2002 to be a best-of-breed, entrepreneurially-driven investment house, creating an ecosystem that supports the companies the Oakley Group invests in, whether they are early-stage companies or established businesses. Sven (Chris) Ohlund Chief Executive Officer Date joined Mr Ohlund joined the Group in July 2021 as Executive Vice-Chairman, and was appointed CEO in October 2021. Experience Mr Ohlund has over 25 years of leadership experience in international digital businesses ranging from leading media brands, consumer platforms and film production. He has served on various boards including as Chairman of then-publicly listed Ricardo (part of Tradus) – which was eventually sold to Naspers for $1.9bn. Mr Ohlund served as Non-Executive Director at Oscar- winning Condor Films in Switzerland, London-based internet start-up Shutl.com (until its sale to eBay), Facile and Casa in Italy and currently serves on the board of the UK’s leading PropTech, Residently. As CEO of Germany’s leading online comparison portal Verivox, he quadrupled annual revenue and increased enterprise value sixfold to over €500m. Previously he turned around the digital business unit of Blick, a daily Swiss newspaper, to become the number one digital news portal in Switzerland. Prior to that he served as CEO of logistics firm DPD. Matt Pritchard Chief Financial Officer Date joined Mr Pritchard joined the Group in November 2023 as Chief Financial Officer, at which time he also became an Executive Director of the Company. Experience On joining Time Out Group in 2023 Mr Pritchard brought over 25 years of experience of value creation in Retail and FMCG, in both private equity and listed environments, including strategic review and funding of growth strategies. From 2014 to 2023, Mr Pritchard was CFO of Hotel Chocolat PLC. In this role he formulated long- term growth strategies and prepared the business for IPO in 2016, growing revenues and EBITDA. Prior to this, he worked in senior finance roles with several blue-chip retail organisations including Asda and WHSmith. He qualified as a Certified Accountant in 1998. Lord Rose of Monewden Independent Non-Executive Director Date joined Lord Rose joined the Group in December 2015 as Chairman of Time Out Market Limited and was appointed as a Non-Executive Director in June 2016. Experience Lord Rose has worked in the retail industry for over 40 years, including over 25 years’ board-level experience. He has held Chief Executive Officer positions at Argos, Booker, Iceland, Arcadia Group and Marks & Spencer and Chair positions at EG Group, Marks & Spencer and Ocado Group. Lord Rose is the current Chairman of Asda, Zenith Automotive, EG Group, Majid Al Futtaim Retail and Dressipi. Lord Rose was knighted for services to the retail industry and corporate social responsibility in 2008 and was appointed to the House of Lords in 2014. He is the Chair of the Audit Committee and the Remuneration Committee. Alexander Collins Non-Executive Director Date joined Mr Collins joined the Group in November 2010 as a Non-Executive Director. Experience Mr Collins is a Partner at Oakley Capital where he joined in 2007 and has over 24 years of private equity investment and operational experience. His focus at Oakley is primarily on deal origination, execution, and investment advice. Mr Collins began his career at GE Capital in 1995 before being seconded to Advent International for two years as Associate Director. He subsequently joined Henderson Private Capital as Principal. Mr Collins joined Oakley in 2007 from Wharfedale Capital where he was a Partner, involved in purchasing secondary assets. Mr Collins holds an MSc from the London School of Economics and a BA in Economic History from Union College, New York. David Till Non-Executive Director Date joined Mr Till joined the Group in October 2020 as a Non-Executive Director. Experience Mr Till co-founded the Oakley Capital Group in 2002 with Mr Dubens. He plays a key role within the Oakley Capital Group and has overall responsibility for operations, finance, due diligence, compliance and fund formation. Mr Till holds a BA (Hons) in Economics from Essex University. He started his career in the British Army, then later qualified as a chartered accountant with Coopers & Lybrand and worked in industry as a Finance Director, before returning to the profession, holding senior M&A roles before co-founding Oakley Capital. Mr Till is a member of the Audit Committee and the Remuneration Committee. Time Out Group plc Annual Report & Accounts 2024 23 Strategic Report Governance Financial Statements Overview Composition of the Board The Board is the link between the shareholders and executive management and is responsible for the successful stewardship of the Group. As such the Board plays a key role in the corporate governance process. During the period 1 July 2023 until 12 November 2023, the Board comprised five Directors, one of whom was an Executive Director and four of whom were Non-Executive Directors. On 13 November 2023, the Board was supplemented by the appointment of Chief Financial Officer, Matt Pritchard, which increased the number of Executive Directors to two for the period 13 November 2023 to 30 June 2024. The composition of the Board throughout the year ended 30 June 2024 reflects a blend of different experiences and backgrounds. Biographical details of current Board members during the year ended 30 June 2024 are shown on page 23. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or small group of individuals) can dominate the Board’s decision-making. The Company regarded Lord Rose an “Independent Non-Executive Director” within the meaning of the QCA Code and free from any business or other relationship that could materially interfere with the exercise of his judgement. The Board’s composition and skill set is considered appropriate for the Group’s current stage of development. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. As the Board is small, there is not a separate Nominations Committee and recommendations for appointments to the Board will be considered by the Board as a whole after due evaluation. No single entity has control of the Group. The largest single shareholder of Time Out Group plc (“TOG”) is Oakley Capital Investment Limited (at 37.77%). Several shareholders, including Oakley Capital Investments Limited, Oakley Capital Limited, three of the Directors of the Company (Peter Dubens, David Till and Alex Collins) and Arthur Mornington (the “Oakley Concert Parties”), are presumed to be acting in concert for the purposes of The City Code on Takeovers and Mergers, but together such Oakley Concert Parties own less than 50% of the shares of the Group (41.68%). Whilst the three above-named Directors are associated with the Oakley Concert Parties, they are appointed in a non-executive capacity as Directors of TOG and are mindful of their statutory duties to the Company and its shareholders as a whole and of the QCA Corporate Governance Code. In any scenario where there may be a conflict of interest, any interested Director will abstain from voting. In addition, the Company has appointed two Executive Directors (Chris Ohlund and Matt Pritchard) and an additional Non-Executive Director (Lord Rose of Mownewden), who is the Chair of the Audit Committee and Remuneration Committee. Board role and meetings The Board is responsible for the Group’s strategy and for its overall management, as well as setting the Group’s values and standards. The operation of the Board is documented in a formal schedule of matters reserved for its approval which is reviewed annually. These matters relate to: • all of the Group’s strategic aims and objectives; • the structure and capital of the Group; • financial reporting, controls and policies including those around cyber protection and data protection; • setting budgets and forecasts; • internal controls; • approval of any significant contracts, expenditure, partnerships and/or ventures; • effective communication with shareholders; • any changes to the Board membership or structure, including delegation of authority; • approval of remuneration for Executive Directors; and • approval of appointment of key management personnel and Directors. Non-Executive Directors communicate directly with Executive Directors and senior management regularly in between formal Board meetings. The Board met five times during the year ended 30 June 2024. Directors are expected to attend all meetings of the Board and committees on which they sit, and to devote sufficient time to their duties to the Group. In the event that Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chairman so that their contribution can be included in the wider Board discussion. The following table shows Directors’ attendance at scheduled Board and Committee meetings for the year ended 30 June 2024: Board Audit Remuneration Peter Dubens 5/5 – – David Till 5/5 2/2 2/2 Lord Rose 5/5 2/2 2/2 Alexander Collins 5/5 – – Chris Ohlund* 5/5 2/2 – Matt Pritchard* 5/5 2/2 – * These Directors are not members of the Audit Committee but were invited to be in attendance at some meetings. Board Committees The Board has delegated specific responsibilities to the Audit Committee and the Remuneration Committee, details of which are set out below. Each committee has written terms of reference setting out its duties, authorities and reporting responsibilities. Audit Committee The Audit Committee has primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported. It receives and reviews reports from the Group’s management relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. It meets with the external Auditors throughout the year to discuss their findings in relation to the annual accounts. The Audit Committee aims to meet not less than two times in each financial year, and it has unrestricted access to the Group’s external auditors. During the year ended 30 June 2024 the Audit Committee comprised Lord Rose and David Till and was chaired by Lord Rose. More information about this Board Committee can be found in the Audit Committee report on page 28 Corporate Governance Report Time Out Group plc Annual Report & Accounts 2024 24 Strategic Report Governance Financial Statements Overview Remuneration Committee The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but aims to meet at least twice each year. During the year ended 30 June 2024 the Remuneration Committee comprised Lord Rose and David Till and was chaired by Lord Rose. More information about this Board Committee can be found in the Directors’ Remuneration Report on page 30 Board effectiveness All Directors take part in a thorough induction process on joining the Board, tailored to the existing knowledge and experience of the Director concerned. The performance of the Board is fundamental to the Company’s success. The performance of the Board and its Committees, including individual members, is evaluated regularly by the Chairman, with the aim of improving their effectiveness. All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief Financial Officer. Key management The key management roles that have been identified by the Board for the year ended 30 June 2024 were as follows: • Group Chief Executive Officer; • Chief Financial Officer; • Chief of Staff & Chief People Officer; • Time Out Media CEO; and • Time Out Market CEO. Internal controls The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However well the system is designed to manage risk, it cannot eliminate all risk, and therefore it provides reasonable, not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include: • close management of the day-to-day activities of the Group by the Executive Directors, alongside the key management; • an organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation whilst minimising risks; • a comprehensive annual budgeting process, producing a detailed integrated profit and loss statement, balance sheet and cash flow, which is approved by the Board; • detailed monthly reporting of performance against budget; and • central control over key areas such as capital expenditure authorisation and banking facilities. The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size and the resources available. The Board considers that the introduction of an internal audit function is not appropriate at the current time, however an internal review is completed by internal senior members of the finance function in order to ensure accuracy in the financial reporting. The Group continues to refine its approach to business continuity and disaster recovery and further testing and risk assessments were carried out through the year ended 30 June 2024 for both head office and overseas locations. The Group continues to mitigate risks by moving critical systems to the cloud where possible. The Group has reviewed its business continuity and incident management plans, to ensure these shall be effectively delivered if needed and also conducts an annual review of its data privacy controls against the ICO accountability framework. The QCA Code The Company continues to observe the QCA Code (the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies, published by the Quoted Companies Alliance). In accordance with the requirements of the QCA Code, the Board continues to set out its corporate governance statement on the Group’s website, including clear signposting to the availability of corporate governance disclosures by the Group, which are also set out in the section following this one. Relations with shareholders Copies of the Annual Report are sent to all shareholders. Copies of the Annual and Interim Reports can be downloaded from the investors section on www.timeout.com. Other information for shareholders and interested parties is also provided on that website. Written or emailed enquiries are handled by the Group’s Investor Relations Director and/or the Company Secretary. The Group has an ongoing programme of individual meetings with institutional shareholders and analysts following the preliminary and half-year results presentations to the City. These meetings allow the Group Chief Executive Officer and the Chief Financial Officer to update shareholders on strategy and the Group’s performance. Additional meetings with institutional investors and/or analysts are arranged from time to time. All members of the Board receive copies of feedback reports from the City presentations and meetings, thus keeping them in touch with shareholder opinion. Shareholders are given the opportunity to ask questions and raise issues at the Annual General Meeting (“AGM”); this can be done formally during the meeting or informally with the Directors afterwards. The Annual General Meeting will be held on 11th December 2024 at 1st Floor, 172 Drury Lane, London, WC2B 5QR. Approved by the Board and signed by order of the Board by Emma Louise Humphrey Company Secretary Corporate Governance report continued Time Out Group plc Annual Report & Accounts 2024 25 Strategic Report Governance Financial Statements Overview QCA Code principles and disclosures Principle Disclosure Establish a strategy and business model which promotes long-term value for shareholders The Group’s business model and strategy are set out on page 06 of the Annual Report and Accounts for the year ended 30 June 2024. The business model and strategy promote long-term value for our shareholders. Seek to understand and meet shareholder needs and expectations Both the Chairman and Executive Directors engage frequently with shareholders. There is an ongoing programme of individual meetings with institutional shareholders following the preliminary and half-year results presentations, at which the Group CEO and CFO update shareholders on strategy and the Group’s performance. Copies of the Annual Report and Accounts are sent to all shareholders and copies of the Annual and Interim reports can be downloaded from the investors section on www.timeout.com, where other information for investors and shareholders is also available. Shareholders have the opportunity to ask questions of the Board during each Annual General Meeting and to speak with Board members informally after the meeting. The Group has an Investor Relations Director, responsible for engaging with shareholders. Take into account wider stakeholder and social responsibilities and their implications for long-term success The Group takes its impact on the environment seriously. In 2024 the Group undertook a thorough materiality assessment and the Board approved the resulting ESG strategy. The first priority has been for the Group to assess its baseline emissions through a carbon footprint and also to implement its foundation sustainability standards across the Time Out Markets, which were developed in partnership with the Sustainable Restaurant Association. The Group has a diversity and inclusion framework in place and our staff regularly engage with local communities and charities, through volunteering their time and also through initiatives hosted at our Time Out Markets (for example, “Cocktails for a Cause”). Staff members engage with charities in cities where the Company has a presence, by volunteering their time and through fundraising activities. The Group has a whistleblowing policy in place and arrangements for employees to report any concerning activity, so that appropriate action can be taken. Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board and Group’s approach to risk is set out in the Audit Committee report on page 29 in the Annual Report and Accounts for the year ended 30 June 2024 and Principal Risks and Uncertainties on pages 20 and 21. The Board has overall responsibility for the system of internal control and for reviewing its effectiveness in managing the risks we face. Such systems are designed to manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year on behalf of the Board the Audit Committee reviews the effectiveness of the Group’s risks, controls and systems, and considers whether any external testing or other validation is required. The Audit Committee considers any relevant observations raised by the external auditors, but recognises it is not the responsibility of the auditors to either identify or suggest mitigation for any potential risks. The key risks of the Group are summarised in the Annual Report and Accounts for the year ended 30 June 2024 on pages 20 and 21. On the recommendation of the Audit Committee, the Board has determined that an internal audit function is not appropriate at the current time due to the small size of the Group administrative function and the high level of Director review and authorisation of transactions. The Board will keep this matter under review as the Group develops. A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. In addition, the Group conducts regular reforecasts. The Group’s results, as compared against budget and the latest forecast, are reported to the Board on a monthly basis and discussed in detail at each meeting of the Board. Maintain the Board as a well- functioning, balanced team led by the Chair The Board aims to meet at least four times a year. In addition to full Board meetings, there are regular discussions on various matters, including strategy, business updates and KPIs, between individual Board members and/or smaller group(s) from the Board. The Audit Committee and Remuneration Committee report to the Board. Each Director serves on the Board until the Annual General Meeting following his or her election or appointment. The Board comprises experienced individuals, with current skills and capabilities from a mix of global and local industries. Biographies for the Board Directors are on page 23 of the Annual Report and Accounts for the year ended 30 June 2024 and also on the Investor Relations area of www.timeout.com. Time Out Group plc Annual Report & Accounts 2024 26 Strategic Report Governance Financial Statements Overview Principle Disclosure Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The Board’s members, between them, bring current experience and skills from a variety of business sectors and territories across the world. The Board comprises a Non-Executive Chairman, two Executive Directors and three Non-Executive Directors. For the purposes of the QCA Code, the Company considers that from the four Non-Executive Directors (being the Non-Executive Chairman and three other Non-Executive Directors) Lord Rose of Monewden is an independent Director and he has been CEO of publicly listed companies. Biographies for the Board Directors are on page 23 of the Annual Report and Accounts for the year ended 30 June 2024 and also on the Investor Relations area of www.timeout.com. Evaluate all elements of board performance based on clear and relevant objectives, seeking continuous improvement The Board is relatively small, and has not at this time adopted a formal Board evaluation process/cycle. The Chairman regularly evaluates the Board, individual members and its committees, with the aim of improving their effectiveness. The Company considers this appropriate given the Company’s size and current stage of development. Promote a corporate culture that is based on sound ethical values and behaviours The Company has adopted the following policies: Anti-Bribery Policy; Anti-Fraud Policy; Business Ethics Policy; Code of Conduct; Communication Policy; Data Protection Policy; Employee Privacy Notice; IT Security Policy; Mental Health Policy; Risk Management and Identification Policy; Travel & Expense Policy; Whistleblowing Policy; with the following draft policies in the process of being adopted: AI Use Policy; Acceptable Use Policy; Access Management Policy; Data and Classification Policy; Incident Management Policy; Information Security Policy; Risk Methodology; Secure Development Policy; Supplier Security Policy and Technical Security Manual. The corporate culture ensures that all aspects of the Company are run in a robust and responsible way. The Company has adopted a share dealing code to ensure Directors and employees do not abuse, and do not place themselves under suspicion of abusing, inside information of which they are in possession, and to comply with its obligations under the Market Abuse Regulation, which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company’s share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time). The Company has a Human Resources team and resources available, including a Company HR Portal accessible by all, where a wide variety of resources can be accessed, including employee support services, all Company policies and an anonymous “suggestions box” with publicly posted responses. The Company encourages personal development, inter-departmental communication and team building and strategising through provision of training, department/team summits, and social events which are free to attend. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board The Group has established committees and policies, to ensure that: • it is led by an effective Board which is collectively responsible for the long-term success of the Group; • the Board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Group to enable them to discharge their respective duties and responsibilities effectively; • the Board established a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Group’s auditors; • there is a dialogue with shareholders based on the mutual understanding of objectives; and • in compliance with UK best practice, the Board has established an Audit Committee and Remuneration Committee. Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders There is an ongoing programme of meetings between Executive Directors with existing shareholders and also between Executive Directors with potential investors. The Annual Report and Accounts is sent to all shareholders and copies of both the Annual and Interim Reports are available to the general public and can be downloaded from www.timeout.com. On the Investor Relations section of the website there is other information available for investors and shareholders, including on how the Company is governed and compliance with the QCA Code. Shareholders have the opportunity to ask questions of the Board during each Annual General Meeting and to speak with Board members informally after the meeting. Both the Chairman and Executive Directors engage frequently with shareholders, including via scheduled meetings following full-year and half-year results. QCA Code principles and disclosures continued Time Out Group plc Annual Report & Accounts 2024 27 Strategic Report Governance Financial Statements Overview Lord Rose of Monewden Chairman of the Audit Committee The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported and reviewed. Its role includes monitoring the integrity of the financial statements (including the Annual Report and Accounts and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by the external auditors, and advising on the appointment of the external auditors. Composition and role of the Audit Committee The Audit Committee’s members for the year ended 30 June 2024 were David Till and Lord Rose of Monewden who is Chair of the Audit Committee. Chris Ohlund attended Committee meetings in his capacity as Group Chief Executive Officer and Matt Pritchard attended Committee meetings in his capacity as Chief Financial Officer. The Committee met two times in the year ended 30 June 2024. Details on attendance for these meetings can be found in the Corporate Governance Report on page 24. The Board is satisfied that the members of the Committee during the year ended 30 June 2024 have appropriate, recent and relevant financial experience. Lord Rose has experience as Chief Executive Officer in major listed companies, and is ultimately responsible for finance functions, and Mr Till is a qualified chartered accountant, with a wealth of experience in finance including ultimate responsibility for finance functions. More information on Lord Rose and Mr Till’s backgrounds can be found in the Directors’ biographies on page 23. Audit Committee Report The main duties of the Audit Committee are set out in its Terms of Reference which are available on the Company’s website www.timeout.com and are also available on request from the Company Secretary. The main items of business to be considered by the Audit Committee include: • review of the Annual Report and Accounts; • consideration of the external Audit Report and management representation letter; • going concern review; • review of the audit plan and audit engagement letter; • review of the suitability of the external auditors; • review of the risk management, risk registers and internal control systems; • review of the interim results and dividend; • assessment of the need for an internal audit function; and • review of the whistleblowing reports. Time Out Group plc Annual Report & Accounts 2024 28 Strategic Report Governance Financial Statements Overview Role of the external auditors The Audit Committee monitors the relationship with the external auditors, PricewaterhouseCoopers LLP, who were appointed in 2014, to ensure that auditor independence and objectivity are maintained. As part of its review the Committee monitors the provision of non-audit services by the external auditors. The breakdown of fees between audit and non-audit services is provided in note 7 of the Group’s accounts. No non-audit fees were incurred in the year ended 30 June 2024. The Audit Committee also assesses the auditors’ performance. Having reviewed the auditors’ independence and performance, the Audit Committee has recommended that PricewaterhouseCoopers LLP be reappointed as the Company’s auditors at the next Annual General Meeting. Audit process The auditors prepare an audit plan for their review of the full-year financial statements. The audit plan sets out the scope of the audit, areas to be targeted and the audit timetable. This plan is reviewed and agreed in advance by the Audit Committee. Following its audit, the auditors present their findings to the Committee for discussion. Areas of significant risk and other matters of audit relevance are regularly communicated. Internal audit At present, the Group does not have an internal audit function, and the Committee believes that management is able to derive assurance as to the adequacy and effectiveness of internal controls and risk management procedures without one. The Committee will continue to review this decision. Risk management and internal controls As described on page 25 of the Corporate Governance report, the Group has established a framework of risk management and internal control systems, policies and procedures. The Audit Committee is responsible for reviewing the risk management and internal control framework and ensuring that it operates effectively. During the year, the Committee has reviewed the framework and the Committee is satisfied that the internal control systems in place are currently operating effectively. Whistleblowing The Group has in place a whistleblowing policy which sets out the formal process by which an employee of the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters. Whistleblowing is a standing item on the Committee’s agenda and updates are provided at each meeting. During the year there were no incidents for consideration. Approved by the Board and signed on behalf of the Board by Lord Rose of Monewden Chairman of the Audit Committee Audit Committee Report continued COMMITTEE MEMBERS Lord Rose of Monewden (Chair) David Till (Member) Meetings in the year 2 Activities for the year The main activities for the year included: • review of the FY23/24 audit plan and audit engagement letter; • consideration of key audit matters and how they were addressed; • review of the interim financial results and Annual Report and Accounts; • consideration of the external audit report and management representation letter; • going concern review; • review of levels of financial processes and procedures; • meeting with the external auditors without management present; • consideration of the external auditors’ lead Partner rotation, and alternative external audit service providers; and • review of whistleblowing and anti-bribery arrangements. Time Out Group plc Annual Report & Accounts 2024 29 Strategic Report Governance Financial Statements Overview Directors’ Remuneration Report The Group is not required to prepare a Directors’ remuneration report. The following disclosures are Unaudited unless otherwise stated and prepared on a voluntary basis. Composition and role The Remuneration Committee’s members during the year ended 30 June 2024 were David Till and Lord Rose who was Chair of the Remuneration Committee. The Committee operated under the Terms of Reference and was responsible for reviewing the performance of the Executive Directors and for making recommendations to the Board on matters relating to their remuneration and terms of service. The Committee was also responsible for making recommendations to the Board on proposals for the granting of share options and the update to the Long Term Incentive Plan approved in February 2024. The Remuneration Committee met twice during the year ended 30 June 2024. More information about the members of this Committee can be found on page 23 in the Directors’ biographies. COMMITTEE MEMBERS Lord Rose of Monewden (Chair) David Till (member) Meetings in the year 2 Time Out Group plc Annual Report & Accounts 2024 30 Strategic Report Governance Financial Statements Overview Remuneration policy The objective of the Group’s Remuneration Policy is to attract, motivate and retain high-quality individuals who will contribute fully to the success of the Group. To achieve this objective, the Group provides competitive salaries and benefits to all employees. Executive Directors’ remuneration is set to create an appropriate balance between both fixed and performance-related elements. Remuneration is reviewed each year in light of the Group’s business objectives. It is the Remuneration Committee’s intention that remuneration should reward achievement of objectives and that these are aligned with shareholders’ interests over the medium term. No Director has any involvement in setting their own remuneration. Remuneration consists of the following elements: • basic salary; • performance-related annual bonus; • share options; • pensions; and • benefits including insurance and allowances. Share options The Company operates a Long Term Incentive Plan (“LTIP”) which is a discretionary share plan. The LTIP is designed to encourage continual business performance improvement and to align the interests and objectives of senior management with those of shareholders in the medium term. More details of this scheme are in note 27 of the consolidated accounts. The Remuneration Committee supervises the operation of the LTIP and the grant of awards to Executive Directors and the Board oversees the LTIP for employees. Directors’ Remuneration Report continued Service contracts and letters of appointment Executive Directors The service agreement of each of the Group Chief Executive Officer and the Chief Financial Officer is terminable by either party giving the other six months’ notice in writing. Non-Executive Directors The Non-Executive Directors’ letters of appointment may be terminated by either party giving three months’ written notice. Directors’ remuneration The following table summarises the actual total gross remuneration, for qualifying services, of the Directors who served during the year ended 30 June 2024 and the prior year. Peter Dubens, David Till and Alexander Collins are partners at Oakley Capital, a significant but non-controlling shareholder, and do not receive any remuneration for acting as Directors of the Group. Year ended 30 June 2024 (audited) Salary £’000 Benefits £’000 Pension £’000 Share options exercised £’000 Bonus £’000 Total £’000 EXECUTIVE Chris Ohlund 500 – – – 500 1,000 Matt Pritchard 158 2 6 – 96 262 NON-EXECUTIVE Peter Dubens – – – – – – Lord Rose of Monewden 1 45 – – – – 45 Alexander Collins – – – – – – David Till – – – – – – TOTAL 703 2 6 – 596 1,307 1 Lord Rose of Monewden receives £10,000 per annum in respect of his committee Chair fees. Time Out Group plc Annual Report & Accounts 2024 31 Strategic Report Governance Financial Statements Overview Year ended 30 June 2023 (audited) Salary £’000 Benefits £’000 Pension £’000 Share options exercised £’000 Bonus £’000 Total £’000 EXECUTIVE Chris Ohlund 500 – – – 500 1,000 NON-EXECUTIVE Peter Dubens – – – – – – Lord Rose of Monewden1 45 – – – – 45 Alexander Collins – – – – – – David Till – – – – – – TOTAL 545 – – – 500 1,045 1 Lord Rose of Monewden receives £10,000 per annum in respect of his committee Chair fees. Directors’ shareholdings The Directors, who served in the year ended 30 June 2024 and who held an interest in the ordinary shares of the Company, were as follows: Shareholding at 30 June 2024 Shareholding at 30 June 2023 EXECUTIVE Chris Ohlund – – Matt Pritchard – – NON-EXECUTIVE Peter Dubens 8,350,485 4,945,022 Lord Rose of Monewden – – Alexander Collins 34,055 – David Till 384,553 214,280 Directors’ interests Options granted to Directors in the year ended 30 June 2024, together with details of the share option schemes, are set out in note 27. Share price The market price of the Company’s ordinary shares at 30 June 2024 was 55p (30 June 2023: 44p) and the range during the year was 45p to 55p (Year ended 30 June 2023: 32p to 50p). Approved by the Board and signed on behalf of the Board by Lord Rose of Monewden Chairman of the Remuneration Committee Directors’ Remuneration Report continued Time Out Group plc Annual Report & Accounts 2024 32 Strategic Report Governance Financial Statements Overview The Directors present their report together with the audited consolidated financial statements for the year ended 30 June 2024. The Corporate Governance report on pages 24 and 25 also forms part of the Directors’ report. Directors’ Report General information The Company referenced in the Annual Report and Accounts is Time Out Group plc, a company registered in England and Wales and located at 1st Floor, 172 Drury Lane, London WC2B 5QR. The Group referenced in the Annual Report and Accounts includes the Company as well as the subsidiaries listed in note 15 of the financial statements. Principal activities Time Out launched in London in 1968 as a magazine to help people discover the exciting new urban cultures that had started up all over the city. Today, the Group’s digital and physical presence comprises websites, mobile, Live Events and Time Out Market. Across these platforms, Time Out distributes its curated content – written by professional journalists – around the best food, drink, culture, entertainment and travel across 333 cities in 59 countries. Time Out Market is a food and cultural market which brings the best of the city together under one roof: its best chefs, drinks and cultural experiences – based on editorial curation. The first Time Out Market opened in Lisbon in 2014, followed by New York, Boston, Montreal and Chicago in 2019, and Dubai in 2021. Time Out Market Cape Town opened in November 2023, Porto in May 2024 and Barcelona in July 2024 bringing the total number of Markets to nine. A pipeline of further global locations is in development, with a Market in Bahrain set to open later in 2024 and Markets in Vancouver, Budapest, Osaka and Abu Dhabi all scheduled to open in 2025. Review of business This Annual Report and Accounts has been prepared to provide shareholders with a fair and balanced review of the Group’s business and the outlook for the future development of the Group as well as the principal risks and uncertainties which could affect the Group’s performance. The table below identifies where to find specific information related to the business review: Content Section Pages Key Performance Indicators (“KPIs”) Strategic section 01, 02 & 08 to 12 Business review including outlook Strategic section 08 to 12 Principal risks & uncertainties Strategic section 20 & 21 Corporate governance Governance section 24 & 25 Accounts and note disclosure Financial statements 44 to 77 Time Out Group plc Annual Report & Accounts 2024 33 Strategic Report Governance Financial Statements Overview Branches outside the UK The Group has no branches outside the UK. The Group has subsidiaries in the UK, France, Portugal, Spain, Australia, Hong Kong, Singapore, Canada, the Czech Republic and the US. Future developments A review of the Group’s outlook can be found in the Chief Executive’s review on page 10. Results and dividends The Group has reported its audited accounts in accordance with UK- adopted International Financial Reporting Standards. The Group’s results are set out in the Consolidated Income Statement on page 44. The Company has prepared the individual Company accounts in accordance with UK GAAP, including The Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 101). The Group loss for the year after taxation was £4.6m (2023: £26.1m) The Directors do not recommend the payment of a dividend (2022: £nil). Post-balance sheet events Extension of unsecured Loan Note with related party On 29 October 2024, the Group agreed to an amendment of an existing £5.2m unsecured loan note with Oakley Capital Investments (“OCI”) to extend the repayment date to 30 June 2026, with interest charged at a 90-day average SONIA rate plus 8% per annum (a reduction from 10% per annum) and no exit premium. This is a related party transaction under AIM Rule 13. OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the Company (“Ordinary Shares”), representing approximately 37.77 per cent. of the Company’s issued share capital. OCI, in combination with the wider Oakley Concert Party together hold 41.68 per cent. of the Company’s issued share capital. As a substantial shareholder in Time Out, OCI is a related party of the Company and the extension of the OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party transaction. The Directors of the Company (excluding Peter Dubens, Non- Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company’s nominated adviser, Panmure Liberum, the terms of the extension of the OCI Loan Note are fair and reasonable insofar as shareholders in the Company are concerned. New issue of warrants On 30 November 2024 the Company will issue approximately 2,552,476 warrants under the warrant instrument entered into on 30 November 2022 with Crestline Europe LLP (the “Crestline Warrant Instrument”). These warrants will have a strike price equal to the lower of (a) the arithmetic average of the daily volume weighted average price of an Ordinary Share on AIM as shown on Bloomberg on each of the 30 consecutive dealing days immediately preceding 30 November 2024 and (b) 39 pence. This brings the total number of warrants issued under the Crestline Warrant Instrument to approximately 16,488,494. Proposed placing of ordinary shares for growth capital The Group intends to announce a proposed placing of ordinary shares, to raise approximately £8m of gross proceeds. If completed, it is intended that the proceeds of the Placing will be used to support growth, via up-front cash investments in new Market leases in London and Manhattan and to accelerate investment in IT in order to grow audience reach. The Company expects to issue further details of the Placing shortly following the release of this announcement. Directors The Directors of the Company who were in office during the year ended 30 June 2023 and up to the date of this Report, together with their biographical details, are shown on page 23. Directors’ interests The Directors’ interests in the Company’s shares and options over ordinary shares are shown in the Directors’ Remuneration Report on page 32. Except for the amounts disclosed in the Remuneration Report, no Director has any beneficial interest in the share capital of any subsidiary or associate undertaking. Directors’ indemnity and liability insurance The Company has purchased and maintained during the year ended 30 June 2024 Directors’ and Officers’ liability insurance in respect of itself and its Directors and officers. The Directors also have the benefit of the indemnity provision contained in the Company’s Articles of Association which represents a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial year and at the date of approval of the financial statements. Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. 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. Directors’ Report continued Time Out Group plc Annual Report & Accounts 2024 34 Strategic Report Governance Financial Statements Overview 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; • 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 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. Website publication The Directors are responsible for ensuring the Annual Report and Accounts are made available on a website and are published in accordance with legislation in the United Kingdom governing the preparation and dissemination of the Annual Report and Accounts, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the Annual Report and Accounts contained therein. Political donations The Company made no political donations during the year ended 30 June 2024 (2023: £nil). Financial instruments and related matters The financial risk management objectives and policies of the Group, including credit risk, interest rate risk and currency risk are provided in note 22 of the accounts. Share capital The Company’s share capital comprises one class of ordinary shares with a nominal value of £0.001 each. At 30 June 2024, 340,330,089 ordinary shares were in issue (2023: 337,589,584 ordinary shares). Substantial shareholdings In accordance with the Disclosure and Transparency Rules DTR 5, the Company as at 16 September 2024 (being the last practicable date before the publication of this report) has been notified of the following disclosable interests in its issued ordinary shares: Shareholder Ordinary shares held % of ownership Oakley Capital Investments Limited 128,542,662 37.77% Lombard Odier Asset Management (Europe) Limited 98,754,730 29.02% Richard Caring 23,382,520 6.87% Landsdowne Partners (UK) Limited 10,426,337 3.06% Killik 8,880,951 2.61% Relationships with major shareholders and associates On admission of its shares following the IPO in June 2016, the Company entered into a relationship agreement with TO (Bermuda) Limited, TONY (Bermuda) Limited, Oakley Capital Investment Limited, Oakley Capital Private Equity Limited (“Oakley Entities”), the principal purpose of which is to ensure the Company is capable of carrying on, at all times, its business independently of them and their associates. Under the relationship agreement, providing that the Oakley Entities’ combined holdings are greater than 20%, they shall be entitled to appoint two Directors. Share option schemes Details of employee share option schemes are set out in note 27 of the accounts. Going concern The Directors’ assessment of going concern is set out on page 12 of the Strategic Report. The financial statements have been prepared under the going- concern basis of accounting as the Directors have a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being a period of not less than one year from the date of approval of the financial statements (“forecast period”). Research and development The Group undertakes activity which could be classified as research and development. This is further explained in note 2 of the accounts. Directors’ Report continued Time Out Group plc Annual Report & Accounts 2024 35 Strategic Report Governance Financial Statements Overview Conflicts of interest Save as set out below, there are no actual or potential conflicts of interest between the duties of the Directors of the Company and the private interests or other duties that they may also have. Peter Dubens is a managing partner of and founder of Oakley Capital and has direct involvement in that company, its subsidiaries and associated companies. David Till is managing partner of and founder of Oakley Capital and has direct involvement in that company, its subsidiaries and associated companies. Alexander Collins is also a partner of Oakley Capital. Lord Rose of Monewden is also the Chairman of Majid Al Futtaim Retail, which is the owner (and will be the operator, when it opens later in 2024) of Time Out Market Bahrain. Further information is set out in note 28 of the accounts. Employee involvement The Group is committed to being an equal opportunities employer and opposes all forms of discrimination. Applications from people with disabilities will be considered fairly and if existing employees become disabled, every effort is made to retain them within the workforce wherever reasonable and practicable. The Group also endeavours to provide equal opportunities in the training, promotion and general career development of disabled employees. The Group regularly provides employees with information of concern to them, which incorporates the Group’s current performance and its future aims and strategies. The Group has created an HR portal to ensure all employees have access to relevant policies and information. We also use it to encourage suggestions from employees in areas that are important to them. Diversity The Group is committed to reflecting diversity in its workforce and aims to improve this balance going forward. As of 30 June 2024, the Group had the following employees: Male Female Total All employees 335 296 631 Senior managers 24 11 36 Direct reports to CEO 4 5 9 Board Directors 6 – 6 Streamlined energy and carbon reporting We are aware of the impact our business has on the environment and it is our aim to ensure that we minimise any adverse impacts from our operations. Given the nature of its activities, the Group’s direct impact on the environment is relatively modest. Nonetheless, policies and standards are in place which aim to minimise this impact wherever possible. These include: • compliance with all relevant national legislation as a minimum standard; • employment of practical energy efficiency and waste minimisation measures; and • use of technology to reduce the need for business travel. Greenhouse gas emissions and kWh consumption data for the year ended 30 June 2024 for Time Out England Limited, the Group’s UK trading subsidiary, is set out below: Tonnes Activity CO2e kWh Scope 2 Grid-supplied electricity 21.94 105,949 Energy intensity measure Tonnes CO2e per £m revenue 0.2 We have used the UK Government GHG Conversion Factors for Company Reporting 2024 to calculate our total CO2 figures. Human rights The Group communicates its ethical standards to employees through the Group’s Business Ethics Policy and our Code of Conduct, which include bribery, competition, conflicts of interest, inside information, confidentiality, gifts and entertainment, discrimination, harassment and fair dealing with customers and suppliers. Information on the above as well as a statement of compliance with the Modern Slavery Act 2015 is contained on our website. In addition, the Group’s Whistleblowing Policy and procedures means every employee can have a voice and a means to raise concerns to the Group. Independent Auditors PricewaterhouseCoopers LLP (“PwC”) has expressed willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the Annual General Meeting. Annual General Meeting The Annual General Meeting will be held on Wednesday 11 December 2024. The ordinary business comprises receipt of the Directors’ report and the audited financial statements for the year ended 30 June 2024, the re-election of Directors, the reappointment of PwC as independent Auditors and authorisation of the Directors to determine the auditors’ remuneration. The Notice of Annual General Meeting and ordinary and special resolutions to be put to the meeting are included at the end of this Annual Report and Accounts. Other policies in place The Group has policies in place to mitigate risk surrounding fraud, bribery, modern slavery and whistleblowing amongst other things. It operates a Code of Conduct. Statement S172 The Directors are required by law to act in a way that promotes the success of the Company for the benefit of shareholders as a whole. In doing so, the Company must also give due consideration to the wider expectations of responsible business behaviour, having regard to the interests of its key stakeholders, as set out in the Strategic Report on pages 17 to 19. The Board is conscious of its obligations under the Companies Act 2006, including S172 duties. Directors’ Report continued Time Out Group plc Annual Report & Accounts 2024 36 Strategic Report Governance Financial Statements Overview Duty to promote the success of the Company As required by Section 172 of the UK’s Companies Act 2006, a director 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 shareholders. In doing this, the director must have regard, amongst other matters, to the: • likely consequences of any decisions in the long term; • interests of the company’s employees; • need to foster the company’s business relationships with suppliers, customers, and others; • impact of the company’s operations on the community and environment; • company’s reputation for high standards of business conduct; and • need to act fairly as between members of the company. By understanding our key stakeholder groups, we can factor their concerns and needs into boardroom discussions. Board processes are reviewed and will be updated where necessary to ensure key stakeholders are considered in those discussions. The Directors’ Report was approved by the Board on 29 October 2024 and signed by order of the Board. Emma Louise Humphrey Company Secretary Directors’ Report continued Time Out Group plc Annual Report & Accounts 2024 37 Strategic Report Governance Financial Statements Overview Independent auditors’ report to the members of Time Out Group plc 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 entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our audit approach Overview Audit scope • The group is organised into 32 individual reporting components and the group financial statements are a consolidation of these reporting components; • Of the 32 components we identified 7 which, in our view, required a full scope audit either due to their size or risk characteristics, 6 of these were audited by the group engagement team; • Audit procedures were performed in four further reporting units due to their contributions to the financial statement line items in the group financial statements; and • As a result of this scoping we obtained coverage over 79% of the consolidated revenues. Key audit matters • Carrying value of goodwill and intangible assets (group) Materiality • Overall group materiality: £1,000,000 (2023: £1,500,000) based on 1% of total revenues (2023: 5% of loss before tax using a three year average) • Overall company materiality: £950,000 (2023: £1,100,000) based on 1% of total assets. • Performance materiality: £750,000 (2023: £1,125,000) (group) and £712,500 (2023: £825,000) (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. Valuation and impairment of investments and intercompany balances with subsidiaries (company), which was a key audit matter last year, is no longer included because of the key audit matter was to address the response to valuation and impairment of investments and intercompany balances with subsidiaries (company) in the FY2023 Annual Report & Accounts. Otherwise, the key audit matters below are consistent with last year. Report on the audit of the financial statements Opinion In our opinion: • Time Out Group 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 June 2024 and of the group’s loss 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 & Accounts 2024 (the “Annual Report”), which comprise: the Consolidated and Company statements of financial position as at 30 June 2024; the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated and Company statements of changes in equity and the Consolidated statement of cash flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. 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. Time Out Group plc Annual Report & Accounts 2024 38 Strategic Report Governance Financial Statements Overview Independent auditors’ report continued to the members of Time Out Group plc Key audit matter How our audit addressed the key audit matter Carrying value of goodwill and intangible assets (group) At 30 June 2024, the group has goodwill and intangible assets as detailed in notes 11 and 12. Goodwill requires management to undertake an annual impairment review. In addition management is required to determine the recoverable amount of intangible assets when impairment indicators are identified. The determination of recoverable amount, being the higher of value-in use (“VIU”) and fair value less costs of disposal (“FVLCD”), requires estimation on the part of management in determining the recoverable amounts for the relevant cash generating units (“CGUs”). The recoverable amounts are based on management’s view of key assumptions which include: • Forecast cash flows for the next five years; • A long-term (terminal) growth rate applied beyond the end of the five year forecast period; and • A discount rate applied to the models. Management considers there to be two CGUs in respect of goodwill. We obtained management’s impairment workings and performed the following testing: • We verified the integrity of formulae and the mathematical accuracy of management’s valuation models; and • We traced the forecasts used within the model to the latest board approved budget. We tested the key assumptions within management’s impairment workings, including the following: • We evaluated and assessed the reasonableness of the group’s future cash flow forecasts, and the process by which they were prepared, and obtained corroborative evidence to ensure they were supportable; • We performed look back procedures to assess the historical reasonableness and accuracy of management’s forecasts and used these to inform our view on future cashflows; • With the support of our valuations experts, we tested the long-term growth rates applied outside the budget period, by comparing them to forecast long-term growth rates; • With the support of our valuations experts, we assessed the discount rate used and whether it fell within a reasonable range, taking account of external market data. We have reviewed the financial statement disclosures. As a result of our work, we are satisfied that management’s impairment assessment and disclosure of intangible assets is appropriate. 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 is organised into 32 reporting components and the group financial statements are a consolidation of these reporting components. The reporting components vary in size and we identified 7 components that required a full scope audit of their financial information due to either their size or risk characteristics, 6 of these were audited by the group engagement team. There is one significant component based overseas which has been audited by PwC component auditors. Our audit scope was determined by considering the significance of each component’s contribution to revenue, and individual financial statement line items, with specific consideration to obtaining sufficient coverage over significant risks. As a result of this scoping we obtained coverage over 79% of the consolidated revenues. The group engagement team were significantly involved at all stages of the overseas component audit by virtue of numerous communications throughout, including the issuance of detailed audit instructions and review and discussions of the audit approach and findings, in particular over our areas of focus. The group audit team met with local management and the component audit team. In addition, we reviewed the component team reporting results and their supporting working papers, which together with the additional procedures performed at group level, gave us the evidence required for our opinion on the financial statements as a whole. Our audit procedures at the group level included the audit of the consolidation,goodwill and other intangible assets and taxes. The group engagement team also performed the audit of the company. 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. Time Out Group plc Annual Report & Accounts 2024 39 Strategic Report Governance Financial Statements Overview Independent auditors’ report continued to the members of Time Out Group plc Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Financial statements – group Financial statements – company Overall materiality £1,000,000 (2023: £1,500,000). £950,000 (2023: £1,100,000). How we determined it 1% of total revenues (2023: 5% of loss before tax using a three year average) 1% of total assets Rationale for benchmark applied Revenue is a standard measure used by the shareholders in assessing the performance of the group, and is a generally accepted auditing benchmark. We believe that total assets is the primary measure used by the shareholders in assessing the performance of the entity, and is generally accepted auditing benchmark for non trading companies. 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 £500,000 and £950,000. 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% (2023: 75%) of overall materiality, amounting to £750,000 (2023: £1,125,000) for the group financial statements and £712,500 (2023: £825,000) 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 at the upper end of our normal range was appropriate. We agreed with those charged with governance that we would report to them misstatements identified during our audit above £50,000 (group audit) (2023: £75,000) and £47,500 (company audit) (2023: £55,000) 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: • Obtaining and examining management’s base case forecast and downside scenarios and checking that the forecasts have been subject to board review and approval; • Considering the historical reliability of management forecasting for cash flow and net debt by comparing budgeted results to actual performance; • Evaluating the key inputs into the models, to ensure that these were consistent with our understanding and the inputs used in other key accounting judgements in the financial statements; • Performing our own independent sensitivity analysis to understand the impact of changes in cash flow and net debt on the resources available to the group; and • Evaluating management’s assessment of their covenant compliance. 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. Time Out Group plc Annual Report & Accounts 2024 40 Strategic Report Governance Financial Statements Overview Independent auditors’ report continued to the members of Time Out Group plc 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 June 2024 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. 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 in respect of the financial statements, 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 health and safety regulations, 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 relevant tax legislation. 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 and management bias in accounting judgements. 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: • Understanding and evaluating the design and implementation of controls designed to prevent and detect irregularities and fraud; • Inquiry of management and the Group’s legal advisors regarding their consideration of known or suspected instances of non- compliance with laws and regulations and fraud; • Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and • Challenging assumptions and judgements made by management and assessing these for management bias. 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. Time Out Group plc Annual Report & Accounts 2024 41 Strategic Report Governance Financial Statements Overview Independent auditors’ report continued to the members of Time Out Group plc 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. Mark Jordan (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 30 October 2024 Time Out Group plc Annual Report & Accounts 2024 42 Strategic Report Governance Financial Statements Overview Consolidated income statement 44 Consolidated statement of comprehensive income 44 Consolidated statement of financial position 45 Company statement of financial position 46 Consolidated statement of changes in equity 47 Company statement of changes in equity 48 Consolidated statement of cash flows 49 Notes to the financial statements 49 Alternative Performance Measures 78 Company Information 80 FINANCIAL STATEMENTS Time Out Group plc Annual Report & Accounts 2024 43 Strategic Report Governance Financial Statements Overview Financial Statements Consolidated income statement for the year ended 30 June 2024 Consolidated statement of comprehensive income for the year ended 30 June 2024 Note Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Revenue 4 103,112 104,641 Cost of sales 4 (38,383) (42,752) Gross profit 64,729 61,889 Administrative expenses (64,735) (79,383) Operating loss (6) (17,494) Finance income 8 493 167 Finance costs 8 (9,036) (7,664) Loss before income tax (8,549) (24,991) Income tax credit/ (charge) 9 3,917 (1,132) Loss for the year (4,632) (26,123) Loss for the year attributable to: Owners of the parent (4,588) (26,116) Non-controlling interests (44) (7) (4,632) (26,123) Loss per share: Basic and diluted loss per share (pence) 10 (1.4) (7.8) All amounts relate to continuing operations. The notes on pages 49 to 77 are an integral part of these consolidated accounts. The Company has elected to take the exemption under section 408 of the Companies Act of 2006 from presenting the parent company profit and loss account. Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Loss for the year (4,632) (26,123) Other comprehensive expense: Items that may be subsequently reclassified to the profit or loss: Currency translation differences (484) (1,301) Other comprehensive expense for the year, net of tax (484) (1,301) Total comprehensive expense for the year (5,116) (27,424) Total comprehensive expense for the year attributable to: Owners of the parent (5,073) (27,417) Non-controlling interests (43) (7) Time Out Group plc Annual Report & Accounts 2024 44 Strategic Report Governance Financial Statements Overview Consolidated statement of financial position As at 30 June 2024 Note 30 June 2024 £’000 30 June 2023 £’000 Assets Non-current assets Intangible assets - Goodwill 11 29,300 29,472 Intangible assets - Other 12 5,753 6,786 Property, plant and equipment 13 30,771 26,189 Right-of-use assets 14 17,065 17,843 Trade and other receivables 17 4,702 4,016 Deferred tax asset 9 4,058 – 91,649 84,306 Current assets Inventories 16 823 774 Trade and other receivables 17 19,243 14,638 Cash and bank balances 18 5,903 5,094 25,969 20,506 Total assets 117,618 104,812 Liabilities Current liabilities Trade and other payables 19 (24,898) (17,967) Borrowings 20 (7,675) (5,878) Lease liabilities 21 (4,463) (4,581) (37,036) (28,426) Non-current liabilities Deferred tax liability 9 (140) (957) Borrowings 20 (31,207) (24,005) Lease liabilities 21 (20,435) (20,282) (51,782) (45,244) Total liabilities (88,818) (73,670) Net assets 28,800 31,142 Note 30 June 2024 £’000 30 June 2023 £’000 Equity Called-up share capital 24 340 338 Share premium 186,568 185,563 Translation reserve 6,076 6,561 Capital redemption reserve 1,105 1,105 Accumulated losses (165,242) (162,420) Total parent shareholders’ equity 28,847 31,147 Non-controlling interest (47) (5) Total equity 28,800 31,142 The financial statements on pages 44 to 77 were authorised for issue by the Board of Directors on 29 October 2024 and were signed on its behalf. Matt Pritchard Chief Financial Officer Time Out Group plc Registered No: 07440171 Time Out Group plc Annual Report & Accounts 2024 45 Strategic Report Governance Financial Statements Overview Company statement of financial position As at 30 June 2024 Note 30 June 2024 £’000 30 June 2023 £’000 Assets Non-current assets Investments 15 86,926 86,926 86,926 86,926 Current assets Trade and other receivables 17 29,772 24,655 29,772 24,655 Total assets 116,698 111,581 Current liabilities Borrowings 20 (6,625) (5,750) (6,625) (5,570) Non-current liabilities Borrowings 20 (1,061) – Total liabilities (7,686) (5,750) Net assets 109,012 117,880 Note 30 June 2024 £’000 30 June 2023 £’000 Equity Called up share capital 24 340 338 Share premium 186,568 185,563 Capital redemption reserve 1,105 1,105 Accumulated losses (79,001) (81,175) Total equity 109,012 105,831 The notes on pages 49 to 77 are an integral part of these financial statements. The Company loss for the year ended 30 June 2024 was £1.1m (year ended 30 June 2023: loss of £13.8m). The financial statements on pages 44 to 77 were authorised for issue by the Board of Directors on 29 October 2024 and were signed on its behalf. Matt Pritchard Chief Financial Officer Time Out Group plc Registered N0: 07440171 Time Out Group plc Annual Report & Accounts 2024 46 Strategic Report Governance Financial Statements Overview Consolidated statement of changes in equity Year ended 30 June 2024 Note Called-up share capital £’000 Share premium £’000 Translation reserve £’000 Capital redemption reserve £’000 Accumulated losses £’000 Total parent shareholders’ equity £’000 Non-controlling interest £’000 Total equity £’000 Balance at 1 July 2022 336 185,563 7,862 1,105 (139,522) 55,344 (24) 55,320 Changes in equity Loss for the year – – – – (26,116) (26,116) (7) (26,123) Other comprehensive expense – – (1,301) – – (1,301) – (1,301) Total comprehensive expense – – (1,301) – (26,116) (27,417) (7) (27,424) Warrant derivative 20 – – – – 1,543 1,543 – 1,543 Share-based payments 27 – – – – 1,701 1,701 – 1,701 Adjustment arising on change in non–controlling interest – – – – (26) (26) 26 – Issue of shares 2 – – – – 2 – 2 Balance at 30 June 2023 338 185,563 6,561 1,105 (162,420) 31,147 (5) 31,142 Changes in equity Loss for the year – – – – (4,588) (4,588) (44) (4,632) Other comprehensive (expense)/income – – (485) – – (485) 1 (484) Total comprehensive expense – – (485) – (4,588) (5,073) (43) (5,116) Share-based payments 27 – – – – 1,767 1,767 – 1,767 Adjustment arising on change in non–controlling interest – – – – (1) (1) 1 – Issue of shares 2 1,005 – – – 1,007 – 1,007 Balance at 30 June 2024 340 186,568 6,076 1,105 (165,242) 28,847 (47) 28,800 The notes on pages 49 to 77 are an integral part of these financial statements. Time Out Group plc Annual Report & Accounts 2024 47 Strategic Report Governance Financial Statements Overview Company statement of changes in equity Year ended 30 June 2024 Note Called-up share capital £’000 Share premium £’000 Capital redemption reserve £’000 Accumulated losses £’000 Total equity £’000 Balance at 1 July 2022 336 185,563 1,105 (69,124) 117,880 Changes in equity Loss for the year 20 – – – (13,752) (13,752) Total comprehensive expense – – – (13,752) (13,752) Share-based payments 27 – – – 1,701 1,701 Issue of shares 2 – – – 2 Balance at 30 June 2023 20 338 185,563 1,105 (81,175) 105,831 Changes in equity Loss for the year – – – (1,136) (1,136) Total comprehensive expense – – – (1,136) (1,136) Warrant derivative 20 – – – 1,543 1,543 Share-based payments 27 – – – 1,767 1,767 Issue of shares 2 1,005 – – 1,007 Balance at 30 June 2024 340 186,568 1,105 (79,001) 109,012 The notes on pages 49 to 77 are an integral part of these financial statements. Time Out Group plc Annual Report & Accounts 2024 48 Strategic Report Governance Financial Statements Overview Consolidated statement of cash flows Year ended 30 June 2024 Note Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Cash flows from operating activities Cash generated from operations 25 12,557 4,735 Interest paid (1,755) (1,033) Tax paid (1,120) (431) Net cash generated from operating activities 9,682 3,271 Cash flows from investing activities Purchase of property, plant and equipment (9,832) (1,950) Purchase of intangible assets (815) (918) Interest received 53 72 Net cash used in investing activities (10,594) (2,796) Cash flows from financing activities Proceeds from borrowings 5,148 30,220 Costs relating to new borrowing (100) (2,499) Repayment of borrowings – (22,745) Repayment of lease liabilities (4,255) (5,087) Proceeds from share issue 1,007 2 Acquisition of minority interest – – Net cash generated from/(used in) financing activities 1,800 (109) Increase in cash and cash equivalents 888 366 Cash and cash equivalents at beginning of year 5,094 4,849 Effect of foreign exchange rate change (79) (121) Cash and cash equivalents at end of year 5,903 5,094 The notes on pages 49 to 77 are an integral part of these financial statements. Notes to the financial statements 1. Corporate information The consolidated financial statements of Time Out Group plc and its subsidiaries (the “Group”) for the year ended 30 June 2024 were authorised for issue in accordance with a resolution of the Directors on 29 October 2024. Time Out Group plc (the “Company”) is a public limited company incorporated in the UK and domiciled in England and Wales whose shares are publicly traded on the Alternative Investment Market. The registered office is located at 1st Floor 172 Drury Lane, London WC2B 5QR. The Company has taken advantage of the exemption from preparing a cash flow statement under paragraph 8(g) of the disclosure exemptions for qualifying entities included in Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). The Time Out Group plc consolidated financial statements for the year ended 30 June 2024 contain a consolidated statement of cash flows. The Company is exempt under paragraph 8(k) of the disclosure exemptions included in FRS 101 for qualifying entities from disclosing related-party transactions with entities that form part of the Time Out Group plc group of which Time Out Group plc is the ultimate parent undertaking. The Company’s financial statements are presented in pounds sterling (£), which is also the Company’s functional currency, and all values are rounded to the nearest thousand (£’000) except when otherwise indicated. The Company’s financial statements are individual entity financial statements. The principal activities of the Group are described in the Strategic Report that accompanies these financial statements. 2. Accounting policies The principal accounting policies applied in the preparation of these Company and consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Time Out Group plc Annual Report & Accounts 2024 49 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 2. Accounting policies continued Basis of preparation The consolidated financial statements of Time Out Group plc have been prepared under the historical cost convention except for certain financial liabilities measured at fair value and in accordance with the recognition and measurement criteria of UK-adopted International Accounting Standards (“IAS”) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Company financial statements were prepared in accordance with FRS 101 and the Companies Act 2006. The financial statements are prepared on a going-concern basis under the historical cost convention except for certain financial liabilities measured at fair value. The accounting policies which follow in note 2 set out those policies which apply in preparing the financial statements for the year ended 30 June 2024 and have been applied consistently to all years presented. The Company has taken advantage of the disclosure exemptions under FRS 101 in respect of: a. IFRS 3 Business Combinations; b. IFRS 7 Financial Instruments: Disclosures; c. IFRS 13 Fair Value Measurement; d. Share-based payments; e. Intra-Group related-party transactions; f. Related-party transactions; and g. IAS 7 Statement of cash flows. Going concern The financial statements have been prepared under the going concern basis of accounting as the Directors have a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being a year of at least 12 months from the date of approval of the financial statements (“forecast period”). In making this determination, the Directors have considered the financial position of the Group, projections of its future performance and the financing facilities that are in place. In making this assessment the Directors have considered two scenarios over the forecast period: The base case assumes a slow but steady period of growth across both Markets and Media. Owned and operated Market revenues are assumed to see steady growth over the forecast period. Media revenue continues to grow as the Group focuses on high-margin digital-first offerings. This scenario includes an appropriate element of cost inflation. The downside case sensitises the base case to assume that the Market owned and operated and Media revenues underperform the base case by 10% with actionable cost mitigation over the forecast period. Consistent with the base case, the sensitised case also includes an appropriate element of cost inflation. The Directors consider the downside case reduction in revenue for each division to be unlikely given recent performance, however with the uncertainty created by inflationary and recessionary factors this scenario is considered severe but plausible. The Board is satisfied that under both scenarios the Group will be able to operate within the level of its current debt and financial covenants and will have sufficient liquidity to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements. For this reason, the Group and Company continue to adopt the going concern basis in preparing its financial statements. New and amended standards adopted by the Group During the year ended 30 June 2024, the following standards and guidance were adopted by the Group and had no material impact on the financial statements: • Amendments to IFRS 3 – Reference to the conceptual framework; • Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction; • Amendments to IAS 12 – International Tax Reform – Pillar Two Model Rules; • Amendments to IAS 16 – Property, plant and equipment proceeds before intended use; • Amendments to IAS 37 – Onerous contracts, cost of fulfilling a contract; and • Annual improvements to IFRS Standards 2018-20. Basis of consolidation The Group financial statements consolidate the financial statements of Time Out Group plc and all its subsidiary undertakings drawn up to 30 June each year. As permitted by S408 of the Companies Act 2006, the income statement of the parent Company is not presented as part of these financial statements. The parent Company’s loss for the financial year was £1.1m (2023: £13.8m loss). The parent Company is primarily a holding company and had minimal cash flows during the year. It did not hold any cash or cash equivalents at the beginning or end of the year. Time Out Group plc Annual Report & Accounts 2024 50 Strategic Report Governance Financial Statements Overview 2. Accounting policies continued Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. In the Group financial statements the acquisition method is adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are consolidated for the periods from or to the date on which control is passed. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and presented as exceptional items. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9, either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. Inter-Company transactions, balances and unrealised gains on transactions between Group Companies are eliminated. Unrealised losses are also eliminated on consolidation. When necessary, amounts reported by subsidiaries have been adjusted to conform to the Group’s accounting policies. Non-controlling interests Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between the fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. Notes to the financial statements continued Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity and consist of the amount of those interests at the date of the original business combination plus their share of changes in equity since that date. Segmental reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the group of key management personnel, as identified in the Strategic Report, that makes strategic decisions. Foreign currencies The functional and presentational currency of the Group is sterling. Assets and liabilities of subsidiaries with a functional currency which is a foreign currency are translated into sterling at rates of exchange ruling at the end of the financial year and the results of foreign subsidiaries are translated at the average exchange rate for the year. All transactions denominated in foreign currency are translated at the rate of exchange ruling at the time of the transaction. All foreign exchange differences are taken to the income statement in the year in which they arise. At the statement of financial position date, monetary assets and liabilities denominated in foreign currencies are translated using the closing rate. Upon the translation of any subsidiary’s results for the year and financial position at any given year-end, the foreign exchange differences which may arise are recognised directly in other comprehensive income as currency translation differences. Property, plant and equipment The cost of property, plant and equipment includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset over its expected useful life, as follows: Computer equipment – over three years on a straight-line basis Fixtures and fittings – over five years on a straight-line basis Leasehold improvements – over the lease term or useful life, whichever is shorter The Group operates in jurisdictions which have set useful lives for certain types of assets, and where different, local guidelines override the Group policies mentioned above. However, the Group confirms that this treatment does not materially change the accounts. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Time Out Group plc Annual Report & Accounts 2024 51 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 2. Accounting policies continued Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over Time Out Group plc’s interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each cash-generating unit (“CGU”) that is expected to benefit from the synergies of the combination. Each CGU to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher-of-value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed. When the ownership of an acquired company is less than 100%, the non-controlling interest is measured at either the proportion of the recognised net assets attributable to the non-controlling interest or at the fair value of the acquired company at the date of acquisition. The excess of the cost of acquisition over the fair value of the Group’s share of identifiable net assets acquired is recorded as goodwill. Intangible assets trademarks and copyrights Trademark and copyright assets are amortised over a period of 15 years from the month of acquisition. Development costs Development costs comprising costs incurred relating to websites and other digital platform elements are amortised over a period of two, three or four years, depending on the relevant project. The cost of internally generated and acquired technology is recognised as an intangible asset providing it satisfies all of the conditions set out in the research and development policy below. Assets are subsequently measured and amortised on a straight-line basis over their useful economic lives, from the month in which the expenditure is incurred. Customer relationships and other intangible assets These intangible assets are comprised of customer and advertiser relationships and internally generated software related to the US business, (acquired in 2014), reacquired trade-name rights and customer relationships relating to the Portuguese businesses acquired in 2015 and 2016 respectively, as well as those relating to the acquisition of Australia and Spain in 2018. The fair value of these assets was determined by agreement between the Directors and an independent valuation consultant, and was conducted in order to comply with IFRS 3, “Business Combinations”. These assets are amortised over five years (internally generated software and customer relationships), 15 years (advertiser relationships), or two years (reacquired trade-name rights). Research and development Expenditure on the research phase of an internal project is recognised as an expense in the period in which it is incurred. Development costs incurred on specific projects are capitalised when all of the following conditions are satisfied: • completion of the asset is technically feasible so that it will be available for use or sale; • the Group intends to complete the asset and use or sell it; • the Group has the ability to use or sell the asset and it will generate probable future economic benefits; • there are adequate technical, financial and other resources to complete the development and to use or sell the asset; and • the expenditure attributable to the asset during its development can be measured reliably. Development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally generated asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include employee (other than Director) costs incurred along with third-party costs. Impairment of non-financial assets Non-financial assets that are not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (“CGUs”). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date. Time Out Group plc Annual Report & Accounts 2024 52 Strategic Report Governance Financial Statements Overview 2. Accounting policies continued Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and that the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to property, plant and equipment are included in non-current liabilities as deferred government grants, and they are credited to the income statement on a straight-line basis over the expected lives of the related assets. Financial instruments Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assets Classification of financial assets The Group classifies its financial assets in the following categories: at fair value through profit or loss or loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Loans and receivables financial assets Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise of “trade and other receivables” and “cash and cash equivalents” in the balance sheet. Notes to the financial statements continued Foreign exchange gains and losses The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically: • for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the “other gains and losses” line item; • for debt instruments measured at fair value through other comprehensive income (“FVTOCI”) that are not part of a designated hedging relationship, exchange differences on the amortised cost of the debt instrument are recognised in profit or loss in the “other gains and losses” line item. Other exchange differences are recognised in other comprehensive income in the investments revaluation reserve; • for financial assets measured at fair value through profit and loss (“FVTPL”) that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the “other gains and losses” line item; and • for equity instruments measured at FVTOCI, exchange differences are recognised in other comprehensive income in the investments revaluation reserve. Impairment of financial assets The Group recognises a loss allowance for expected credit losses (“ECL”) on investments in financial assets that are measured at amortised cost or at FVTOCI, trade receivables and other receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date. For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Time Out Group plc Annual Report & Accounts 2024 53 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 2. Accounting policies continued Financial liabilities and equity classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Financial liabilities All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL when the financial liability is: (i) contingent consideration of an acquirer in a business combination; (ii) held for trading; or (iii) it is designated as at FVTPL. Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in profit or loss. However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of liability is recognised in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability. Financial liabilities measured subsequently at amortised cost Financial liabilities that are not: (i) contingent consideration of an acquirer in a business combination; (ii) held for trading; or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. Foreign exchange gains and losses For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the profit or loss for financial liabilities that are not part of a designated hedging relationship. For those which are designated as a hedging instrument for a hedge of foreign currency risk, foreign exchange gains and losses are recognised in other comprehensive income and accumulated in a separate component of equity. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship. Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. Investments Investments held as fixed assets are stated at cost less provision for impairment. The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account. Inventories Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete items. Inventories are comprised of raw materials and goods held for resale. Cost is determined on a first-in, first-out (“FIFO”) method. Net realisable value is based on estimated selling price less further costs expected to be incurred on completion and disposal. Time Out Group plc Annual Report & Accounts 2024 54 Strategic Report Governance Financial Statements Overview 2. Accounting policies continued Trade receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Cash and bank balances Cash and bank balances comprises cash and cash equivalents, being cash at bank and in hand and short-term deposits with a maturity of three months or less; monies held in restricted accounts and deposits which represent cash held by the Group in accounts with conditions that restrict the use of these monies by the Group do not meet the definition of cash and cash equivalents. Share capital and share premium Ordinary shares are classified as equity, only to the extent that they do not meet the definition of a financial liability. Incremental costs directly attributable to the issue of new ordinary shares of options are shown in equity as a deduction, net of tax, from the proceeds. The share premium is amount subscribed for share capital in excess of nominal value net of costs directly relating to the issuance of shares. The share premium is net of costs directly relating to the issuance of shares. Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Borrowings All interest-bearing loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period to which it relates. Notes to the financial statements continued Borrowing costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Warrants Warrants are classified as equity instruments if they represent a contract for the entity to issue a fixed number of its own equity instruments (shares) for a fixed amount of cash or another financial asset (the “fixed-for-fixed” condition). In this case, they are accounted for within equity and are not remeasured after initial recognition. They are recognised directly within retained earnings. If the warrants do not meet the criteria for equity classification, they are classified as financial liabilities. In this case, they are accounted for under IFRS 9 and are measured at fair value through profit or loss. Taxation The charge for taxation is based on profits for the year and takes into account taxation deferred because of temporary differences between the treatment of certain items for taxation and accounting purposes. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Current and deferred tax The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, respectively. The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Time Out Group plc Annual Report & Accounts 2024 55 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 2. Accounting policies continued Taxation continued Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for any deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally, the Group is unable to control the reversal of the temporary difference for associates. Only where there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference is the deferred tax liability not recognised. Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is no intention to settle the balances on a net basis. Tax grants related to research and development expenditure are recognised under IAS 12 against expenditure and are recognised when reasonably certain estimates can be made. Employee benefit costs The Group contributes to certain employees’ personal pension plans on a defined contribution basis. A defined contribution plan is a pension plan under which the Group and employee pay fixed contributions, on a mandatory, contractual or voluntary basis depending on the location, to a third-party financial provider. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense in the income statement when due. Share-based payments The Group operates a number of equity-settled, share-based compensation plans, under which employees receive equity instruments (options) of the Group for their services. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium. The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is recharged to that entity. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to the inter-Company balance in subsidiary undertakings, with a corresponding credit to equity in the parent entity accounts. The social security contributions payable in connection with the grant of the share options is considered an integral part of the grant itself, and the charge will be treated as a cash-settled transaction. Revenue recognition Revenue, which is stated net of sales tax, represents the amounts derived from the sale of goods and services which fall within the Group’s ordinary activities. • Advertising revenue is recognised at the time the advertisement is published. • Subscription and Premium Profiles revenue is recognised evenly over the length of each subscription. • Circulation revenue is recognised at the time of sale. Provision is made for returns of distributor returns. • Ticket revenues for Time Out events are recognised in the month of the event. Tickets for Time Out offers and commissions for sales of tickets to external events and experiences are recognised at the point of sale. • Licence/royalty revenue is recognised over the contract period in accordance with the substance of the underlying agreement. Where these revenues are uncertain, they are recognised only on receipt. • Owned and operated Market revenue is predominantly turnover-related rent from restaurants in the Markets and is recognised as the turnover is earned by the sub-letting restaurants. • Management agreement revenue is recognised in accordance with the performance obligations of the revenue contract. Pre-development revenue is recognised in line with management’s estimates of the delivery of performance obligation. Post-build management fee revenue is recognised over the period of the underlying contract. Interest income and expenses Interest income and expenses are recognised using the effective interest method. Time Out Group plc Annual Report & Accounts 2024 56 Strategic Report Governance Financial Statements Overview 2. Accounting policies continued Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time-value of money and the risks specific to the obligation. The increase in provision due to the passage of time is recognised as an interest expense. Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases 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 unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; • Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; • The amount expected to be payable by the lessee under residual value guarantees; • The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and • Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: Notes to the financial statements continued • The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment” policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line “Other expenses” in profit or loss. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand alone price of the lease component and the aggregate stand alone price of the non-lease components. Time Out Group plc Annual Report & Accounts 2024 57 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 2. Accounting policies continued Cost of sales and administrative expenses Costs directly associated with generating revenues are included in cost of sales, being direct material and indirect costs that can be directly attributed to generating revenue such as concessionaire share of revenue. Other non-finance related or tax expenses are classified as administrative expenses. Exceptional items Exceptional items are disclosed separately in the financial statements where, given their nature or size, it is necessary to do so to provide further understanding of the financial performance of the Group. Exceptional items mainly relate to costs associated with a material restructuring (including termination payments and associated legal fees), costs relating to acquisitions, including legal and consultancy fees and the revaluation of minority interests. Critical accounting estimates and judgements The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The key assumptions and judgements concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions, estimates and judgements on parameters available when the consolidated statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. a) Market management agreement pre-development The Group recognises revenues from its management agreements in line with the revenue accounting policy detailed in these accounting policies. The pre-development revenue recognition in relation to management agreement revenues is a management judgement. Management make judgements in relation to the completion of performance obligations based upon the time taken to deliver obligations to the management agreement partner and the time to open the Market. b) Deferred tax The Group has partially recognised deferred tax assets totalling £4.7m in line with its revised recoverability assessment for the year. The deferred tax asset has been recorded given it is supportable by taxable profits forecasted consistent with the Board approved plan and information used to support the going concern and impairment assessments for the Group. Management does not consider there to be any critical accounting estimates for the Company. New standards and interpretations not yet adopted Certain amendments to accounting standards have been published that are not mandatory for 30 June 2024 reporting periods and have not been early adopted by the Group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and or foreseeable future transactions. 3. Exchange rates The significant exchange rates to pounds sterling for the Group are as follows: 2024 2023 Closing rate Average rate Closing rate Average rate US dollar 1.26 1.26 1.26 1.21 Euro 1.18 1.16 1.16 1.15 Hong Kong dollar 9.88 9.86 9.89 9.45 Singaporean dollar 1.72 1.70 1.71 1.65 Australian dollar 1.89 1.92 1.91 1.79 Canadian dollar 1.73 1.70 1.67 1.62 Time Out Group plc Annual Report & Accounts 2024 58 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued Revenue is analysed geographically by origin as follows: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Europe 34,496 29,850 America 59,650 66,743 Rest of world 8,966 8,048 103,112 104,641 There are no revenues from any single customer that exceed 10% of the Group’s revenues. Revenue represents the total value of all media sales revenue plus food, beverage and retail sales transactions in relation to the North American Markets, the Group’s share of sales transactions in relation to the Lisbon Market and any management agreement fees. A breakdown of revenue is presented below: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Sale of goods – Owned operations 59,085 64,550 Sale of services – Management fees 8,122 6,961 Time Out Market 67,207 71,511 Sale of services – Time Out Media 35,905 33,130 103,112 104,641 4. Segmental information In accordance with IFRS 8, the Group’s operating segments are based on the figures reviewed by the Board, which represents the chief operating decision maker. The Group comprises two operating segments: • Time Out Market – this includes Time Out’s share of concessionaires’ sales, revenue from Time Out operated bars and other revenue which includes retail, events and sponsorship. • Time Out Media – this includes the sale of digital and print advertising, local marketing solutions, live events tickets and sponsorship, commissions generated by e-commerce transactions, and fees from our franchise partners. Year ended 30 June 2024 Time Out Market £’000 Time Out Media £’000 Corporate costs £’000 Total £’000 Revenue 67,207 35,905 – 103,112 Cost of sales (30,778) (7,605) – (38,383) Gross profit 36,429 28,300 – 64,729 Administrative expenses (32,198) (26,220) (6,317) (64,735) Operating profit/(loss) 4,231 2,080 (6,317) (6) Year ended 30 June 2023 Time Out Market £’000 Time Out Media £’000 Corporate costs £’000 Total £’000 Revenue 71,511 33,130 – 104,641 Cost of sales (35,976) (6,776) – (42,752) Gross Profit 35,535 26,354 – 61,889 Administrative expenses (48,495) (26,084) (4,804) (79,383) Operating (loss)/profit (12,960) 270 (4,804) (17,494) Time Out Group plc Annual Report & Accounts 2024 59 Strategic Report Governance Financial Statements Overview 5. Staff costs Group Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Wages and salaries 27,120 25,995 Social security costs 3,265 3,376 Other pension costs 617 482 Share-based payments 1,767 1,701 32,769 31,554 The average monthly FTE number of employees, including Executive Directors, during the year was as follows: Year ended 30 June 2024 Year ended 30 June 2023 Market 210 221 Media 193 189 Support 93 82 Total 496 492 The remuneration of the Executive Directors and Officers who are the key management personnel of the Group, is set out below in aggregate for each of the applicable categories specified in IAS 24 ‘Related Party Disclosures’. Key management personnel is defined as: the Group Chief Executive Officer; the Group Chief Financial Officer; the Chief of Staff & Chief People Officer; the Time Out Media Chief Executive Officer; and the Time Out Market Chief Executive Officer. Further information about the remuneration of individual Executive Directors is provided in the Remuneration Report on page 31. Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Short-term employee benefits 2,523 2,129 Post-employment benefits 19 10 Share-based payments exercised – 366 2,542 2,505 Information regarding the highest paid Director is below: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Short-term employee benefits 1,000 1,000 Post-employment benefits – – Share-based payments exercised – – 1,000 1,000 The Company has no employees in the current or prior year. 6. Exceptional items Costs are analysed as follows: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Restructuring costs 1,085 1,882 Time Out Market Miami exit costs 70 7,098 Time Out Market Spitalfields exit costs – 1,049 1,155 10,029 The restructuring costs relates to the reorganisation of the Group, principally redundancies £1.1m (2023: £1.9m). In the prior year write-off of capitalised costs (2023: £5.3m) and irrecoverable balances (2023: £1.8m) relating to Time Out Market Miami were recognised following the decision to close the Market. In the prior year, write-off of capitalised costs (2023: £1.0) relating to Time Out Market Spitalfields were recognised following the decision to exit the process. Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 60 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued An analysis of the fees paid to the Group’s auditors is provided below: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Fees payable to the Company’s auditors for the audit of the consolidated and parent Company financial statements 392 425 Fees payable to the Company’s auditors for the audit of the Company’s subsidiaries 30 29 422 454 Fees payable to the Company’s auditors for non-audit services Other services 1 1 423 455 Audit fees of the Group and Company are borne by Time Out England Limited, a subsidiary Company. 8. Finance income and costs Finance income Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Bank interest receivable 53 72 Foreign exchange gain on financing items 440 95 493 167 Finance costs Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Interest on loan stock and loan notes 4,960 3,769 Interest on sponsorship loans – 10 Interest on bank loans 28 34 Interest on leases 2,670 3,023 Warrant valuation 277 99 Amortisation of deferred financing costs 974 482 Foreign exchange loss on financing items – 68 Other 127 181 9,036 7,664 7. Operating costs Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Concessionaire share of revenue 24,390 28,663 Cost of inventories recognised as cost of sales 3,833 4,868 Staff costs 32,769 31,554 Depreciation of property, plant and machinery 5,147 6,544 Depreciation of right-of-use asset 2,513 2,367 Amortisation of intangible assets 1,832 2,163 Restructuring costs 1,086 1,882 Time Out Market exit costs 70 8,147 Operating lease rentals – land and buildings 177 1,326 Loss on foreign exchange 99 2 Other expenses 31,202 34,619 103,118 122,135 Analysed as: Charged to cost of sales 38,383 42,752 Administrative expenses 65,466 80,166 103,849 122,918 Staff costs capitalised within administrative expenses (731) (783) 103,118 122,135 In the prior year the Time Out Market exit costs relate to the losses incurred as a result of exiting Time Out Market Miami and Time Out Market Spitalfields. Time Out Group plc Annual Report & Accounts 2024 61 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 9. Taxation Analysis of income tax Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Current tax Current tax charge 956 1,298 Adjustments in respect of prior years – – Deferred tax Origination and reversal of temporary differences (159) (166) Recognition of deferred tax on temporary differences (4,714) – Total tax (credit)/expense (3,917) 1,132 Factors affecting the tax expense The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax in the UK which is 25% (2023: 20.5%). The difference is explained below: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Loss on ordinary activities before income tax (8,549) (24,991) Loss on ordinary activities multiplied by the domestic tax rates applicable to profits in the respective countries (2,140) (5,021) Effects of: Expenses not deductible for tax purposes 3,398 3,617 Income not taxable (2,326) (2,571) Unrecognised tax losses in the year 2,723 6,581 Other tax adjustments, reliefs and transfers – 138 Utilisation of tax losses (699) (1,446) Deferred tax movements (159) (166) Previously unrecognised tax losses now recognised (4,714) – Total tax (credit)/ expense (3,917) 1,132 Deferred tax assets Deferred tax assets of £4.7m recognised relate to the carried-forward tax losses of Time Out America LLC. The subsidiary has incurred the losses since 2011. The Group has concluded that the deferred asset will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary. The subsidiary is expected to generate taxable income in future periods and the losses can be carried forward indefinitely and have no expiry date. The Group has not recognised deferred tax assets in relation to Gross losses carried forward of £187.8m (FY23: £224.6m). As required by IAS 12, offsetting rules on deferred tax, £0.7m of deferred tax liability relating to US acquired intangibles has been reclassified to offset the deferred tax asset. Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Carrying value at beginning of year – – Previously unrecognised tax losses now recognised 4,714 – Deferred tax liabilities offsetting deferred tax assets (656) – 4,058 – Deferred tax liabilities The Group has deferred tax liabilities relating to the acquired intangible assets as follows: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Carrying value at beginning of year 957 1,158 Income statement credit (159) (166) Deferred tax liabilities offsetting deferred tax assets (656) – Foreign exchange (2) (35) 140 957 Time Out Group plc Annual Report & Accounts 2024 62 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 10. Basic and diluted loss per share Basic loss per share is calculated by dividing the loss attributable to shareholders by the weighted average number of shares during the year. For diluted loss per share, the weighted average number of shares in issue is adjusted to assume conversion for all dilutive potential shares. All potential ordinary shares including options and deferred shares are antidilutive as they would decrease the loss per share, and are therefore not considered. Diluted loss per share is equal to basic loss per share. Year ended 30 June 2024 Number Year ended 30 June 2023 Number Weighted average number of ordinary shares for the purpose of basic and diluted loss per share 338,560,433 336,648,648 £’000 £’000 Loss from continuing operations for the purpose of loss per share (4,588) (26,116) Pence Pence Basic and diluted loss per share (1.4) (7.8) 11. Intangible assets – goodwill Group 2024 £’000 2023 £’000 At 1 July 29,472 29,893 Exchange differences (172) (421) At 30 June 29,300 29,472 The carrying value of the goodwill is analysed by business cash generating unit as follows: 2024 £’000 2023 £’000 Time Out Media 21,533 21,575 Time Out Market 7,767 7,897 29,300 29,472 Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group’s interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquired. Goodwill acquired in a business combination is allocated to each of the cash generating units (“CGUs”) that is expected to benefit from the synergies of the combination. This represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value-in-use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed. The recoverable amount of each CGU has been determined based on value-in-use calculations These calculations use pre-tax cash flow projections based on a detailed bottom-up budget for the initial year. A further four years are forecast using relevant growth rates and CGU-specific operation and financial assumptions. Cash flows beyond the five-year period are extrapolated into perpetuity using an estimated long-term growth rate of 2.0% (2023: 1.8%). The cash flows are then discounted using a weighted average cost of capital of 13.0% (2023: 14.5%). Using this methodology the recoverable amounts for Media and Market CGUs exceed the total carrying value by £36.2m and £72.8m respectively. The Group has also made further disclosure, in accordance with paragraph 134 of IAS 36, where a reasonably possible change in the key assumptions may result in an impairment. If the pre-tax discount rate applied to cash flows for the Media and Market CGU were 1% higher than the current estimate of 13.0%, the Media and Market CGU headroom would reduce by £5.2m and £9.3m respectively resulting in no impairment. If the revenue inputs into the cash flows were decreased by 10% for both Media and Market CGU’s then the headroom would reduce by £35.8m and £50.5m respectively resulting in no impairment. For the recoverable amount to be equal to the carrying value of the CGUs the discount rate would need to be increased to 25.7% for Media and 32.6% for Market. The Company has no goodwill (2023: £nil). Time Out Group plc Annual Report & Accounts 2024 63 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 12. Intangible assets – other Trademarks and copyright £’000 Development costs £’000 Customer relationships £’000 Other intangible assets £’000 Total £’000 Cost At 1 July 2022 5,877 5,348 4,780 9,209 25,214 Additions 60 849 – 9 918 Disposals – – – – – Exchange differences (170) (11) (42) (254) (477) At 30 June 2023 5,767 6,186 4,738 8,964 25,655 Additions 16 799 – – 815 Disposals – (4,573) – (6) (4,579) Exchange differences (10) (1) (64) (17) (92) At 30 June 2024 5,773 2,411 4,674 8,941 21,799 Accumulated amortisation At 1 July 2022 2,992 3,858 4,189 5,956 16,995 Charge for the year 380 1,203 121 459 2,163 Disposals – – – – – Exchange differences (101) (11) (26) (151) (289) At 30 June 2023 3,271 5,050 4,284 6,264 18,869 Charge for the year 368 908 117 439 1,832 Disposals – (4,573) – (6) (4,579) Exchange differences (7) (1) (61) (7) (76) At 30 June 2024 3,632 1,384 4,340 6,690 16,046 Net book value At 30 June 2024 2,141 1,027 334 2,251 5,753 At 30 June 2023 2,496 1,136 454 2,700 6,786 At 1 July 2022 2,885 1,490 591 3,253 8,219 The Company has no intangible assets (2023: £nil). Time Out Group plc Annual Report & Accounts 2024 64 Strategic Report Governance Financial Statements Overview 13. Property, plant and equipment Fixtures and fittings £’000 Computer equipment £’000 Leasehold improvements £’000 Total £’000 Cost At 1 July 2022 11,280 3,210 46,913 61,403 Additions 176 281 1,493 1,950 Disposals (2,438) (959) (9,831) (13,228) Exchange differences 107 (197) (1,777) (1,867) At 30 June 2023 9,125 2,335 36,798 48,258 Additions 1,225 647 7,960 9,832 Disposals (41) (213) – (254) Exchange differences (47) (33) (213) (293) At 30 June 2024 10,262 2,736 44,545 57,543 Accumulated depreciation At 1 July 2022 6,796 2,690 14,066 23,552 Charge for the year 2,216 327 4,001 6,544 Eliminated on disposal (1,965) (969) (3,786) (6,720) Exchange differences (192) (85) (1,030) (1,307) At 30 June 2023 6,855 1,963 13,251 22,069 Charge for the year 1,662 233 3,252 5,147 Eliminated on disposal (14) (192) – (206) Exchange differences (53) (42) (143) (238) At 30 June 2024 8,450 1,962 16,360 26,772 Net book value At 30 June 2024 1,812 774 28,185 30,771 As at 30 June 2023 2,270 372 23,547 26,189 At 1 July 2022 4,484 520 32,847 37,851 Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 65 Strategic Report Governance Financial Statements Overview 14. Right-of-use assets Buildings £’000 Total £’000 Cost At 1 July 2022 27,343 27,343 Modifications 292 292 Exchange differences (923) (923) At 30 June 2023 26,712 26,712 Additions 2,869 2,869 Modifications (1,037) (1,037) Exchange differences (141) (141) At 30 June 2024 28,403 28,403 Accumulated depreciation At 1 July 2022 6,853 6,853 Charge for the year 2,367 2,367 Exchange differences (351) (351) At 30 June 2023 8,869 8,869 Charge for the year 2,513 2,513 Exchange differences (44) (44) At 30 June 2024 11,338 11,338 Net book value At 30 June 2024 17,065 17,065 At 30 June 2023 17,843 17,843 As at 1 July 2022 20,490 20,490 The maturity analysis of lease liabilities is presented in note 21. Amounts recognised in profit and loss 2024 £’000 2023 £’000 Interest expense on lease liabilities 2,666 3,072 Expense relating to short-term leases 177 1,164 Expense relating to leases of low-value assets 111 143 The total cash outflow for leases amounts to £4.3m (2023: £5.1m). 15. Investments Company Shares in Group undertakings 2024 £’000 2023 £’000 Cost and net book value At 1 July 86,926 86,926 Disposals – – Additions – – Impairment – – At 30 June 86,926 86,926 Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 66 Strategic Report Governance Financial Statements Overview 15. Investments continued As at 30 June 2024, the Company held direct and indirect investments in the following undertakings; all are accounted for using the acquisition method: Name of Company Holding Nature of business Registered address Country of registration (or incorporation) Registered number Direct subsidiaries: Time Out Group MC Limited* 100% Holding company 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 07440310 Time Out Digital Limited* 100% Holding company 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 02250222 Print & Digital Publishing Pty 100% Publishing & e-commerce Suite 4A3, 410 Elizabeth Street, Surry Hills NSW 2010 Australia Indirect subsidiaries: Time Out Group BC Limited* 100% Holding company 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 07440330 Time Out England Limited* 100% Publishing & e-commerce 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 01782049 Time Out Market Limited* 100% Holding company 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 09550826 Time Out Market London Limited* 100% Operator of cultural market 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 10359194 Leanworks Limited 100% Dormant 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 07934000 TONY HC Corp 100% Holding company 211E 43rd Street Suite, 1901, New York, NY 10017 United States of America Time Out New York MC LLC 100% Holding company 211E 43rd Street Suite, 1901, New York, NY 10017 United States of America Time Out Market US Holdings LLC 100% Holding company 155 Water Street Unit 10-11, Brooklyn, NY 11201 United States of America Time Out America LLC 100% Publishing & e-commerce 211E 43rd Street Suite, 1901, New York, NY 10017 United States of America Time Out Market Miami LLC 100% Operator of cultural market 211 East 43rd Street, Suite, 1901, New York, NY 10017 United States of America Time Out Market Chicago LLC 100% Operator of cultural market 916 W Fulton Market, Chicago, IL, 60607-1309 United States of America Time Out Market Boston LLC 100% Operator of cultural market 401 Park Drive, Boston, MA, 02215-3325 United States of America Yplan Inc 100% Dormant 211E 43rd Street Suite, 1901, New York, NY 10017 United States of America Time Out Portugal, Unipessoal LDA 100% Publishing & e-commerce Avenida de Liberdade, no 10-4, 1250-144 Lisboa Portugal MC-Mercados da Capital, LDA 100% Operator of cultural market Rua D. Luis, no 19-2 andar 1200-149 Lisboa Portugal Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 67 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued Name of Company Holding Nature of business Registered address Country of registration (or incorporation) Registered number Time Out Market Porto, LDA 90% Operator of cultural market Rua D. Luis, no 19-2 andar 1200-149 Lisboa Portugal Time Out Hong Kong Company Limited 100% Publishing & e-commerce 25/F, Arion Commercial Centre, 2-12 Queen’s Road West, Hong Kong Hong Kong Time Out Media Singapore Pte Limited 100% Publishing & e-commerce 39A Amoy Street, Singapore 069865 Singapore Time Out Market New York LLC 100% Operator of cultural market 53 Water Street, Brooklyn, NY, 11201-1052 United States of America Time Out Market Canada Holdings Inc 100% Holding company 200-1000 rue De La Gauchetière O Montréal (Québec) H3B4W5 Canada Canada Concept TOM Montreal Inc 100% Operator of cultural market 200-1000 rue De La Gauchetière O Montréal (Québec) H3B4W5 Canada Canada Time Out Market Prague SRO 100% Operator of cultural market Revoluční 1, 110 Prague 1, Czech Republic Czech Republic Time Out New York Limited* 100% Holding company 1st Floor, 172 Drury Lane, London WC2B 5QR England and Wales 02977606 Time Out Spain Media SL 100% Publishing & e-commerce Principal, Passeig de Gràcia 114, 08008 Barcelona Spain Time Out Market Barcelona S.L. 100% Operator of cultural market Calle Aribau, Num 170 Planta 1, Puerta 3 08017 Barcelona Spain Time Out France SAS 100% Publishing & e-commerce 16 rue Saint-Marc et 18 rue Saint-Marc, 75002, Paris France All subsidiaries’ reporting periods are consistent with the Group and all subsidiary undertakings are included in the consolidation. During the year the dormant Companies Time Out Market Dubai Limited and Time Out Market Central London Limited were liquidated. During the prior year the dormant Company Time Out Nominees Limited was dissolved. All of the dormant Companies listed above are exempt from preparing individual financial statements by virtue of s394A of the Companies Act 2006. These Companies are also exempt from filing individual financial statements by virtue of s448A of the Companies Act 2006. The subsidiary Companies which are incorporated in England and Wales and are marked with an asterisk (*) are exempt from audit by parental guarantee. These Companies’ debts and liabilities are guaranteed by the Company, Time Out Group plc at the reporting date in accordance with section 479A of the Companies Act 2006. 15. Investments continued Time Out Group plc Annual Report & Accounts 2024 68 Strategic Report Governance Financial Statements Overview 16. Inventories Group 2024 £’000 2023 £’000 Raw materials 6 2 Finished goods 817 772 823 774 The Company has no inventories (2023: £nil). 17. Trade and other receivables 2024 £’000 2023 £’000 Current: Trade debtors (net) 9,820 8,401 Other debtors 2,428 1,707 Prepayment and accrued income 6,599 4,530 Sales taxes 396 – 19,243 14,638 Non-current: Other debtors 4,702 4,016 4,702 4,016 The fair values of all financial assets of the Group equate to their carrying value. As at 30 June 2024, Group trade receivables of £0.7m (2023: £1.8m) were past due. The past due receivables relate to a number of independent customers for whom there is no recent history of default. The ageing of these trade receivables is over three months (2023: over three months). As at 30 June 2024, Group trade receivables of £0.5m (2023: £1.3m) were impaired and provided for. The ageing analysis of these trade receivables is over three months (2023: over three months). Movements on the Group provision for the impairment of trade receivables are as follows: 2024 £’000 2023 £’000 At 1 July 1,255 1,377 Provision for receivable impairment 188 711 Receivables written off during the year as uncollectable (916) (752) Unused amounts reversed (58) (77) Exchange differences (7) (4) At 30 June 462 1,255 The creation and release of any provision for impaired receivables have been included in Administrative expenses in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. Company 2024 £’000 2023 £’000 Amounts owed by Group undertakings 29,772 24,655 29,772 24,655 All amounts due from Group Companies to Time Out Group plc relate to loans which are non- interest bearing, unsecured and repayable on demand. 18. Cash and net debt Group 2024 £’000 2023 £’000 Cash 5,903 5,094 Borrowings (see note 20) (38,882) (29,883) IFRS 16 Lease liabilities (see note 21) (24,898) (24,863) Net debt (57,877) (49,652) Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 69 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 19. Trade and other payables Group 2024 £’000 2023 £’000 Current: Trade creditors 5,194 3,104 Social security taxes 592 274 Other creditors 3,207 3,744 Accruals and deferred income 11,468 9,190 Landlord contributions 2,543 – Corporation tax creditor 514 735 Value Added Tax 1,380 920 24,898 17,967 Other creditors include pension liabilities. 20. Borrowings Group 2024 £’000 2023 £’000 Current: Loan notes 6,625 5,750 Bank loans 1,050 128 7,675 5,878 Non-current: Warrant 1,061 784 Bank loans 30,146 23,221 31,207 24,005 Borrowings repayable as follows Within one year 7,675 5,878 Between one and two years 970 210 Between two and five years 29,552 23,795 Over five years 685 – 38,882 29,883 The borrowings comprise: • a bank loan and PIK interest of €33.4m from Crestline Europe LLP (“Crestline facility”). On 24 November 2022, the Group agreed a €35.0m secured four-year term loan facility with Crestline Europe LLP which was used to refinance the expiring Incus Capital Facility. The facility has a term of four years, with the right to settle in full after two years. Interest is capitalised during the first year at a rate of 9.5% plus three-month EURIBOR and from the second year onwards interest will be paid in cash at a rate of 8.5% plus three-month EURIBOR. There is an exit premium payable upon full repayment of the facility, calculated by reference to the principal amount drawn, this is included within the carrying value of the loan. The facility is subject to quarterly financial covenants based on minimum liquidity levels (quarterly testing which commenced on 31 December 2022) and target leverage ratio (quarterly testing commenced on 30 June 2023). The Crestline facility is held in the subsidiary Time Out England Limited and is listed on The International Stock Exchange (“TISE”). On 30 June 2024 €33.4m Senior Secured Notes were listed on the TISE. • a bank loan of €3.9m equally split between BPI and IFRRU to fund the construction of the Porto Market. The €1.9m BPI element of the loan is repayable in equal quarterly instalments ending June 2027 at an interest rate of six-month Euribor plus 2.75% margin. The €1.9m IFRRU element of the loan is repayable in equal quarterly instalments from December 2027 until December 2030 at a blended interest rate of six-month Euribor and three-month Euribor. To secure the loan, €2m collateral was placed with BPI of which €0.5m has been released during the year; the remaining €1.5m has been recognised in non-current other debtors. • a bank loan of €2.0m from Estrella Damm to fund the construction of the Barcelona Market. The loan is repayable from July 2025 in equal instalments until January 2029 at an interest rate of 3%. To secure the loan, €1m collateral was placed with BPI and has been recognised in non-current other debtors. • a loan note of £6.6m from Oakley Capital Investments Limited (“OCI”). On 30 November the loan facility of £5.2m was converted to a loan note (“OCI Loan Note”). On 29 October 2024 the Group agreed with OCI that the OCI Loan Note would be amended such that the Final Scheduled Redemption Date would be 30 June 2026. The OCI loan facility is held by Time Out Group plc and is listed on TISE. On 28 March 2023 £5.2m unsecured floating rate notes were admitted to the TISE. Accrued interest of £1.4m has not yet been admitted. • a bank loan of £0.2m (2023: £0.3m) with interest charged at a rate of 3%, repayable in monthly instalments to June 2026. During the prior year the following loans were fully repaid: • a term loan (Incus Capital Facility) at a rate of 11% above EURIBOR, repayable in instalments annual through to November 2022. The facility had a covenant based on the rolling 12-month EBITDA of the Time Out Lisbon Market which had been formally waived through to repayment in November 2022. • a loan provided by a local Urban Development Fund as part of the Joint European Support for Sustainable Investment in City Areas (“JESSICA”) initiative was repaid during the prior year, charged at a rate of the six-month EURIBOR rate plus 1.75%. Time Out Group plc Annual Report & Accounts 2024 70 Strategic Report Governance Financial Statements Overview 20. Borrowings continued On 24 November 2022 (“Grant Date”) the Group agreed to grant warrants (“The Warrant Instrument”) over Time Out Group plc ordinary shares to the Crestline facility loan note holders. The terms of warrants issued are detailed below: The terms of warrants issued are detailed below: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Number of warrants 11,400,423 2,264,468 2,535,595 0.75% of the fully diluted share capital as at the second anniversary of the Grant Date. Performance conditions None None EBITDA threshold EBITDA threshold Exercise price £0.39 £0.39 £0.39 Lower of £0.39 and 30-day price average preceding second anniversary of Grant Date. Exercise period Between the second and fifth anniversaries of Grant Date Expiry date 24 November 2027 Tranche 1 and Tranche 2 are equity instruments that have been valued using a binomial valuation model. The equity instrument liability has been calculated as at the Grant date and is not subsequently remeasured. As an equity instrument £1,543k was recorded directly in equity. Tranche 3 and Tranche 4 are derivative liabilities that have been valued using a Monte Carlo valuation model. The liability has been calculated as at 30 June 2024, with movements in the fair value recorded in the Income Statement. As at 30 June 2024 £1,061k (2023: £784k) was recorded as a liability, with fair value movements of £277k (2023: £99k) recorded in the current year Income statement. The key inputs into the valuation are annualised volatility of 20% (2023: 30%-35%) and risk free rate of 4.3% (2023: 3.14% - 5.08%). Company 2024 £’000 2023 £’000 Current: Bank loans 6,625 5,750 6,625 5,750 Non-current: Warrant 1,061 - 1,061 - 21. Lease liabilities 2024 £’000 2023 £’000 Analysed as: Current 4,463 4,581 Non-current 20,435 20,282 24,898 24,863 2024 £’000 2023 £’000 Maturity analysis: Year one 167 – Year two – 224 Year three 703 – Year four – 721 Year five 3,895 – After five years 20,133 23,918 24,898 24,863 The Group does not face a significant liquidity risk with regard to its lease liabilities. Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 71 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 22. Financial risk management and policies Financial risk factors and management The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Foreign currency The Group is exposed to foreign exchange risk as it operates in overseas markets. The Group’s realised loss on foreign exchange for the year was £99k (2023: £2k loss). The Group does not hedge its foreign currency risk as the majority of the Group’s receivables, payables and borrowings are denominated in the functional currency of the relevant entity. Consequently, there are no material currency exposures to disclose (2023: £nil). A sensitivity analysis was conducted at the end of the year ended 30 June 2024 in order to understand the exposure of the Group’s income statement to currency fluctuations. The analysis used the actual monthly average rates and appreciated/depreciated each of the rates by 10%. The main assumptions revolve around this 10% adjustment to the rates which was applied linearly across the months instead of for a specific time. The effects of the analysis showed that if the euro and US dollar had appreciated by 10% during the year, revenue would be £111.0m (2023: £113.0m) and the operating profit would be £0.2m (2023: £18.3m operating loss). If, conversely, the euro and US dollar had depreciated by 10% during the year, revenue would be £95.2m (2023: £96.3m) and operating loss would be £(0.2)m (2023: £16.7m). Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. In order to minimise this risk the Group endeavours to only deal with companies which are demonstrably creditworthy. The maximum exposure to credit risk is the value of the outstanding trade receivables. The management do not consider that there is any concentration of risk within trade receivables. The Group puts provisions in place for specific known bad debts. In addition, further provisions are made based on historical customer payment trends, current local market conditions and the normal average time taken to pay in each individual country. An analysis of the Group’s trade receivables and provision for bad debts is included in note 17. The maximum credit risk exposure of the Group is the gross carrying value of each of its financial assets. As well as credit risk on accounts receivable balances with customers, credit risk arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only reputable institutions with a strong, independently rated credit rating are used. Liquidity risk Cash flow forecasting is performed by the operating entities of the Group and aggregated by Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs whilst maintaining sufficient headroom to meet any repayment requirements. The maturity profile of the Group’s borrowings is set out in note 20. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance-sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows. As at 30 June 2024 Within one year £’000 Between one and two years £’000 Between two and five years £’000 Over five years £’000 Total £’000 Borrowings 11,664 4,704 35,310 1,212 52,890 Lease liabilities 4,463 4,950 14,559 12,727 36,699 Trade and other payables 24,898 – – – 24,898 41,025 9,654 49,869 13,939 114,487 As at 30 June 2023 Within one year £’000 Between one and two years £’000 Between two and five years £’000 Over five years £’000 Total £’000 Borrowings 8,274 3,703 36,283 – 48,260 Lease liabilities 4,581 4,734 13,979 14,467 37,761 Trade and other payables 17,968 – – – 17,968 30,823 8,437 50,262 14,467 103,989 Interest rate risk The Group has exposure to interest rate movement as the Group’s main debt is linked to three- month EURIBOR. The Group has performed sensitivity analysis in relation to the risk of interest rate movement. The effects of the analysis showed that if the three-month EURIBOR rate had been 1% higher for the duration of the year, the reported value of interest expense would have been £291k higher (2023: £25k). Time Out Group plc Annual Report & Accounts 2024 72 Strategic Report Governance Financial Statements Overview 22. Financial risk management and policies continued Capital risk management The Group’s capital management objective is to ensure the Group’s ability to continue as a going concern so that it can provide returns for shareholders and benefits for other stakeholders. To meet this objective the Group reviews the budgets and forecasts on a regular basis to ensure there is sufficient capital to meet the needs of the Group. The capital structure of the Group consists of total parent shareholders’ equity as set out in the Consolidated Statement of Changes in Equity. All working capital requirements are financed from existing cash resources and borrowings. 23. Financial instruments Fair values The table below illustrates the fair values of all financial assets and liabilities held by the Group at 30 June 2024 and 30 June 2023. Classification of financial instruments At amortised cost £’000 At fair value through profit and loss £’000 Total £’000 As at 30 June 2024 Assets Cash and bank balances 5,904 – 5,904 Trade and other receivables 23,945 – 23,945 29,849 – 29,849 Liabilities Borrowings (37,821) (1,061) (38,882) Lease liabilities (24,898) – (24,898) Trade and other payables (24,898) – (24,898) (87,617) (1,061) (88,678) Classification of financial instruments At amortised cost £’000 At fair value through profit and loss £’000 Total £’000 As at 30 June 2023 Assets Cash and bank balances 5,094 – 5,094 Trade and other receivables 18,654 – 18,654 23,748 – 23,748 Liabilities Borrowings (29,099) (784) (29,883) Lease liabilities (24,863) – (24,863) Trade and other payables (17,968) – (17,968) (71,930) (784) (72,714) Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Due to the short-term nature of the trade and other receivables, their carrying amount is considered to be the same as their fair value. All liabilities, excluding warrants, are held at amortised cost. After initial fair-value recognition, these instruments are measured at amortised cost using the effective interest rate method. Due to the short-term nature of the trade and other payables, their carrying value is considered to be the same as their fair value. Financing and lease liabilities fair value is not expected to materially differ from amortised cost but will change according to movements in foreign exchange and interest rates. The Group assesses at each year-end reporting date whether a financial asset or group of financial assets is impaired. In the year ended 30 June 2024 there was no objective evidence that would have necessitated the impairment of loans and receivables or available for sale assets except the provision for impairment of receivables (see note 17). Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 73 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 23. Financial instruments continued Company Classification of financial instruments At amortised cost £’000 At fair value through profit or loss £’000 Total £’000 As at 30 June 2024 Assets Trade and other receivables 29,772 – 29,772 29,772 – 29,772 Liabilities Borrowings (6,625) (1,061) (7,686) Trade and other payables – – – (6,625) (1,061) (7,686) Classification of financial instruments At amortised cost £’000 At fair value through profit and loss £’000 Total £’000 As at 30 June 2023 Assets Trade and other receivables 24,655 – 24,655 24,655 – 24,655 Liabilities Borrowings (5,750) – (5,750) Trade and other payables – – – (5,750) – (5,750) 24. Called-up share capital Allotted, issued and fully paid Nominal value 30 June 2024 Number 30 June 2023 Number Ordinary shares £0.001 340,330,089 337,589,584 Aggregate amounts 340,330,089 337,589,584 Nominal value 30 June 2024 £’000 30 June 2023 £’000 New ordinary shares £0.001 340 338 Aggregate amounts 340 338 During the year, the Company issued 2,745,505 (2023:1,719,167) shares to employees following the exercise of share options. The fair value of the shares issued was £1,311,000 (2023: £601,000). 25. Notes to the cash flow statement Group reconciliation of loss before income tax to cash used in operations Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Loss before income tax (8,549) (24,991) Add back: Net finance costs 8,543 7,497 Share-based payments 1,767 1,701 Depreciation charges 7,660 8,910 Amortisation charges 1,828 2,163 Exceptional loss - Time Out Market Miami – 7,098 Exceptional loss - Time Out Market Spitalfields – 1,049 Loss on disposals of property, plant and equipment 34 5 Other non-cash movements (39) 33 Increase in inventories (55) (37) Increase in trade and other receivables (5,701) (1,629) Increase in trade and other payables 7,069 2,936 Cash generated from operations 12,557 4,735 Time Out Group plc Annual Report & Accounts 2024 74 Strategic Report Governance Financial Statements Overview 26. Pension commitments The Group operates defined contribution pension schemes on behalf of its employees. Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Pension contributions paid during the year 634 591 Pension contributions outstanding at 30 June 184 146 27. Share-based payments The Group operates a discretionary long-term incentive plan (“LTIP”) designed to encourage continual improvement in the Group’s performance and to align the interests of senior management with those of shareholders in the medium term. The only specific performance condition attached to these awards is of continued service. The awards vest evenly over three years on the anniversary date. There is a 12-month lock-up period following each vesting date. The charge in respect of share-based payment transactions included in the Group’s Income Statement for the year is as follows: Year ended 30 June 2024 £’000 Year ended 30 June 2023 £’000 Expense arising from share option plans 1,767 1,701 2024 2023 Weighted average exercise price (pence per option) Number of options Weighted average exercise price (pence per option) Number of options Outstanding at 1 July 32.5 24,071,166 17.8 20,103,495 Options exercised in the year 36.7 (2,745,505) 0.1 (1,714,167) Options lapsed in the year 43.6 (4,449,445) 24.5 (9,043,162) Options surrendered in the year Options granted in the year 50.1 13,218,800 40.5 14,725,000 Outstanding at 30 June 38.2 30,095,016 32.5 24,071,166 Exercisable at 30 June 9,347,335 6,167,775 Weighted average remaining contractual life 8.3 8.65 Long-Term Incentive Plan Awards have been made to the Executive Directors as follows: Director Exercise price (p) Date of grant 1 July 2023 Exercised Lapsed 30 June 2024 Stuart Rose nil 05/01/2021 2,000,000 – – 2,000,000 Matt Pritchard 45.8 08/08/2023 – – – 2,500,000 Matt Pritchard 53 01/02/2024 – – – 500,000 2,000,000 – – 5,000,000 The options which lapsed during the year relate to employees who have left the Company. The fair value of the awards was valued using a Black-Scholes model. The assumptions used in the valuation are: 2024 Performance-based award 2024 Non performance- based award 2023 Performance-based award 2023 Non performance- based award Risk-free interest rate 3.5%–5.3% 1.5%–4.3% 1.5%–4.3% 0.17%–0.62% Peer group volatility 20.4%–23.4% 19%–24% 19%–24% 38%–47% Expected option life in years 10 10 10 10 Expected dividend yield Nil Nil Nil Nil Share price at grant date 45p–53.5p 34p–45p 34p–45p 49p–58p Exercise price at grant date 46.1p–53p 35p–51p 35p–51p Nil–53p Weighted average fair value of options at grant date 22p 14p 14p 30p Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 75 Strategic Report Governance Financial Statements Overview Notes to the financial statements continued 27. Share-based payments continued Volatility of the share price was calculated using historical daily share price observations over 12 months. The weighted average fair value of options granted during the year was 22p (2023: 14p). Share options outstanding at the end of the year have the following expiry date and exercise prices: Share options Expiry date Exercise price (p) 2024 2023 Senior managers - March 2019 March 2029 nil-0.90 50,000 74,993 Senior managers - December 2020 December 2030 nil 3,892,328 4,338,216 Senior managers - January 2021 January 2021 nil 2,000,000 2,000,000 Senior managers - November 2021 November 2031 nil 125,000 241,292 Senior managers - April 2022 April 2032 48 - 51 4,000,000 4,625,000 Senior managers - May 2022 May 2032 51 - 53 1,000,000 1,250,000 Senior managers - July 2022 July 2032 49 - 51 2,500,000 3,291,665 Senior managers - September 2022 September 2032 41 400,000 4,250,000 Senior managers - October 2022 October 2032 38 500,000 500,000 Senior managers - December 2022 December 2032 38 1,000,000 1,000,000 Senior managers - February 2023 February 2033 35 500,000 500,000 Senior managers - March 2023 March 2033 34 1,000,000 1,000,000 Senior managers - April 2023 April 2033 39 1,000,000 1,000,000 Senior managers - July 2023 July 2033 46 1,000,000 – Senior managers - August 2023 August 2033 46 3,000,000 – Senior managers - September 2023 September 2033 48 500,000 – Senior managers - November 2023 November 2033 49 750,000 – Senior managers - December 2023 December 2033 49 138,888 – Senior managers - January 2024 January 2034 53 5,738,800 – Senior managers - February 2024 February 2034 53 1,000,000 – 30,095,016 24,071,166 28. Related-party transactions Group There is a summary of ownership interests in the Directors’ Report on page 35. Oakley Capital Investments Limited, as at 30 June 2024 collectively owned 37.8% of the Group (2023: 43.8%). Oakley Capital Investments Limited is a substantial shareholder in the Company as defined by the AIM Rules and as such entering into the loan facility constituted a related-party transaction pursuant to AIM Rule 13. With the exception of Peter Dubens, who is a director of OCI, the Directors of the Group considered that, having consulted with Panmure Liberum, the terms of the transaction were fair and reasonable insofar as shareholders were concerned. Management share awards Details of management share awards are contained in the Directors’ Remuneration Report on page 32 and note 27. Other There have been no related-party transactions during the year ended 30 June 2024. In the prior year the Group engaged with Oakley Advisory, a subsidiary of Oakley Capital Investments Limited, on a consultancy basis and paid a fee of £39,000. As at the year-end nil was outstanding (2023: nil). As part of the cash placings completed in May 2020 and April 2021, Lombard Odier purchased an aggregate of 31,034,286 shares. Lombard Odier is a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial shareholder holding 10% or more of the existing ordinary shares. Company The Company is exempt under paragraph 8(k) of the disclosure exemptions included in FRS 101 for qualifying entities from disclosing related-party transactions with entities that form part of the Time Out Group plc of which Time Out Group plc is the ultimate parent undertaking. Time Out Group plc Annual Report & Accounts 2024 76 Strategic Report Governance Financial Statements Overview 29. Post balance-sheet events Extension of unsecured Loan Note with related party On 29 October 2024, the Group agreed to an amendment of an existing £5.2m unsecured loan note with Oakley Capital Investments (“OCI”) to extend the repayment date to 30 June 2026, with interest charged at a 90-day average SONIA rate plus 8% per annum (a reduction from 10% per annum) and no exit premium. This is a related party transaction under AIM Rule 13. OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the Company (“Ordinary Shares”), representing approximately 37.77 per cent. of the Company’s issued share capital. OCI, in combination with the wider Oakley Concert Party together hold 41.68 per cent. of the Company’s issued share capital. As a substantial shareholder in Time Out, OCI is a related party of the Company and the extension of the OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party transaction. The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company’s nominated adviser, Panmure Liberum, the terms of the extension of the OCI Loan Note are fair and reasonable insofar as shareholders in the Company are concerned. New issue of warrants On 30 November 2024 the Company will issue approximately 2,552,476 warrants under the warrant instrument entered into on 30 November 2022 with Crestline Europe LLP (the “Crestline Warrant Instrument”). These warrants will have a strike price equal to the lower of (a) the arithmetic average of the daily volume weighted average price of an Ordinary Share on AIM as shown on Bloomberg on each of the 30 consecutive dealing days immediately preceding 30 November 2024 and (b) 39 pence. This brings the total number of warrants issued under the Crestline Warrant Instrument to approximately 16,488,494. Proposed Placing of ordinary shares for growth capital The Group intends to announce a proposed placing of ordinary shares, to raise approximately £8m of gross proceeds. If completed, it is intended that the proceeds of the Placing will be used to support growth, via up-front cash investments in new Market leases in London and Manhattan and to accelerate investment in IT in order to grow audience reach. The Company expects to issue further details of the Placing shortly following the release of this announcement. Notes to the financial statements continued Time Out Group plc Annual Report & Accounts 2024 77 Strategic Report Governance Financial Statements Overview Alternative performance measures The Group has included various unaudited alternative performance measures (“APMs”) in its Annual Report and Accounts. The Group includes these non-GAAP measures as it considers these measures to be both useful and necessary to the readers of the Annual Report and Accounts to help them more fully understand the performance and position of the Group. The Group’s measures may not be calculated in the same way as similarly titled measures reported by other companies. The APMs should not be viewed in isolation and should be considered as additional supplementary information to the IFRS measures. Full reconciliations have been provided between the APMs and their closest statutory measures. The Group has considered the European Securities and Markets Authority (“ESMA”) “Guidelines on Alternative Performance Measures” in these annual results. APM Closest statutory measure Adjustments to reconcile to statutory measure Like-for-like revenue Revenue Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded. Net revenue Revenue Net revenue is calculated as Revenue less the concessionaires' share of revenue. Adjusted EBITDA Operating profit Adjusted EBITDA is profit or loss before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. It is used by management and analysts to assess the business before one-off and non-cash items. EBITDA Operating profit EBITDA is profit or loss before interest, taxation, depreciation, amortisation, and profit/(loss) on the disposal of fixed assets. It is used by management and analysts to assess the business before one-off and non-cash items. Divisional adjusted operating expenses Administrative expenses of the Media and Markets segments (see note 4) Divisional adjusted operating expenses are administrative expenses before Corporate costs, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. Divisional adjusted EBITDA Operating profit or loss of the Media and Markets segments (see note 4) Divisional Adjusted EBITDA is Adjusted EBITDA of the Media or Markets segment stated before corporate costs. Corporate costs Operating loss of the Corporate costs segment (see note 4) Corporate costs are administrative expenses of the Corporate cost segment stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. Adjusted operating expenditure (trading) Administrative expenses of the Markets segment (see note 4) Administrative expenses of the Markets segment before Markets central costs. APM Closest statutory measure Adjustments to reconcile to statutory measure Trading EBITDA Operating profit of the Markets segment (see note 4) Trading EBITDA represents the Adjusted EBITDA from owned and operating Markets, management fees, and the development fees relating to management agreements. It is presented before central costs of the Markets business. Adjusted net debt Net debt Adjusted net debt is cash less borrowings and excludes any finance lease liability recognised under IFRS 16. Global brand reach is the estimated monthly average in the year including all owned and operated cities and franchises. It includes print circulation and unique website visitors (Owned and operated), unique social users (as reported by Facebook and Instagram with social followers on other platforms used as a proxy for unique users), social followers (for other social media platforms), opted-in members and Market visitors. The Group has concluded that these APMs are relevant as they represent how the Board assesses the performance of the Group and they are also closely aligned with how shareholders value the business. They provide like-for-like, year-on-year comparisons and are closely correlated with the cash inflows from operations and working capital position of the Group. They are used by the Group for internal performance analysis and the presentation of these measures facilitates comparison with other industry peers as they adjust for non-recurring factors which may materially affect IFRS measures. The adjusted measures are also used in the calculation of the Adjusted EBITDA and banking covenants as per our agreements with our lenders. In the context of these results, an alternative performance measure (“APM”) is a financial measure of historical or future financial performance, position or cash flows of the Group which is not a measure defined or specified in IFRS. The reconciliation of adjusted EBITDA to operating loss is contained on the following page. Adjusted net debt Group 2024 £’000 2023 £’000 Cash 5,903 5,094 Borrowings (38,882) (29,883) Adjusted net debt (32,979) (24,789) IFRS 16 lease liabilities (24,898) (24,863) Net debt (57,877) (49,652) Time Out Group plc Annual Report & Accounts 2024 78 Strategic Report Governance Financial Statements Overview Financial Statements Alternative performance measures continued Adjusted EBITDA Year ended 30 June 2024 Time Out Markets £’000 Time Out Media £’000 Corporate costs £’000 Total £’000 Like-for-like revenue 69,717 36,909 – 106,626 Revenue 67,207 35,905 – 103,112 Concessionaire shares (24,390) – – (24,390) Net revenue 42,817 35,905 – 78,722 Gross profit 36,429 28,300 – 64,729 Administrative expenses (32,198) (26,220) (6,317) (64,735) Operating profit/(loss) 4,231 2,080 (6,317) (6) Amortisation of intangible assets 12 996 820 1,828 Depreciation of property, plant and equipment 4,924 223 – 5,147 Depreciation of right-of-use assets 2,066 448 – 2,514 Loss on disposal of fixed assets – 34 – 34 EBITDA profit/(loss) 11,233 3,781 (5,497) 9,517 Share-based payments 434 978 355 1,767 Exceptional items 366 520 269 1,155 Adjusted EBITDA profit/(loss) 12,033 5,279 (4,873) 12,439 Finance income 493 Finance costs (9,036) Loss before income tax (8,549) Income tax credit 3,917 Loss for the year (4,632) Year ended 30 June 2023 Time Out Markets £’000 Time Out Media £’000 Corporate costs £’000 Total £’000 Like-for-like revenue 66,965 33,130 – 100,095 Revenue 71,511 33,130 – 104,641 Concessionaire shares (28,663) – – (28,663) Net revenue 42,848 33,130 – 75,978 Gross profit 35,535 26,354 – 61,889 Administrative expenses (46,369) (26,547) (6,467) (79,383) Operating loss (10,834) (193) (6,467) (17,494) Amortisation of intangible assets 21 1,202 940 2,163 Depreciation of property, plant and equipment 6,322 222 – 6,544 Depreciation of right-of-use assets 2,077 290 – 2,367 Loss on disposal of fixed assets – 5 – 5 EBITDA (loss)/profit (2,414) 1,526 (5,527) (6,415) Share-based payments – – 1,701 1,701 Exceptional items 8,851 1,103 75 10,029 Adjusted EBITDA profit/(loss) 6,437 2,629 (3,751) 5,315 Finance income 167 Finance costs (7,664) Loss before income tax (24,991) Income tax charge (1,132) Loss for the year (26,123) Consistent with FY24, FY23 comparatives have been restated to present £1.7m of Group costs, previously recorded within Media, within corporate costs, and exclude £2.1m of recharges between Media and Markets to better represent the actual costs of the underlying segments. Time Out Group plc Annual Report & Accounts 2024 79 Strategic Report Governance Financial Statements Overview Financial Statements Company information Registered office Time Out Group plc 1st Floor 172 Drury Lane London WC2B 5QR United Kingdom Company number 07440171 Company website www.timeout.com Advisers Nominated adviser and broker Panmure Liberum Capital Limited Ropemaker Place 25 Ropemaker Street London EC2Y 9LY United Kingdom Legal advisers Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom Independent auditors PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom Registrars Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom Time Out Group plc Annual Report & Accounts 2024 80 Strategic Report Governance Financial Statements Overview Financial Statements www.carbonbalancedpaper.com CBP027796 Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the PAS2060 standard. 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