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CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2021

Annual Report and

Financial Statements

for the year ended 31 December 2021

Advise. Inform. Connect.

Our vision

We will be the ‘go to’ company in the international Marketing and

Legal sectors for:

• Advising businesses on how to improve their performance and

returns on investment ROI;

• Informing customers using data, content and insight with the

provision of business intelligence products;

• Offering training and advisory services through digital learning

initiatives and online programmes; and

• Connecting specific communities through media and events.

We will build strong and lasting relationships with our customers

by providing cutting-edge insight and analysis to deliver long-term

sustainable returns for our shareholders.

Our business

Centaur is an international provider of business information, training

and specialist consultancy that inspires and enables people to excel

at what they do within the marketing and legal professions. Our Xeim

and The Lawyer business units serve the marketing and legal sectors

respectively and, across both, we offer a wide range of products and

services targeted at helping our customers add value.

Our reputation is based on the trust and confidence arising from a

deep understanding of these sectors providing innovative products and

services and we have developed a strong track record for providing

our customers with market-leading insight, content, data and training.

Our key strengths are the expertise of our people, the quality of our

brands and products, and our ability to harness technology to innovate

continually and develop our customer offering. This enables us to help

our customers raise their aspirations and deliver better performance.

STRATEGIC REPORT

Introduction IFC

Highlights of the year 1

Chair’s Statement 2

Strategy 4

Performance: CEO Review 10

Key Performance Indicators 12

Performance: Financial Review 14

Risk Management 21

Viability Statement 26

Section 172 Statement 27

Stakeholder engagement case study 30

Environmental, Social and Governance 31

GOVERNANCE REPORT

Board of Directors 31

Executive Committee 38

Directors’ Report 39

Directors’ Statement on

Corporate Governance 41

Audit Committee Report 45

Nomination Committee Report 48

Remuneration Committee Report 49

Statement of Directors’ Responsibilities

inrespect of the financial statements 64

FINANCIAL STATEMENTS

Independent Auditor’s Report 65

Financial Statements 69

Notes to the Financial Statements 76

OTHER INFORMATION

Five Year Record 116

Directors, Advisers and Other

CorporateInformation IBC

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Contents

Core brands

Financial highlights

Revenue from

continuing operations

£39.1m

£32.4m

00%

2020 2021

Adjusted

EBITDA

£6.4m

(16% margin)

16%

12%

2020 2021

Cash

£13.1m

£8.3m

2020 2021

Adjusted

diluted EPS

1.9p

0.3p

2020 2021

www.centaurmedia.com

Highlights of the year

Strategic and operational highlights

• Resilient performance against the backdrop of the Covid pandemic and the

business remains on track to deliver on its MAP23 objectives

• Flagship 4 brands continued to deliver strong results, benefitting from

optimised pricing, strong renewal rates and the creation of hybrid events

• Developed the customer offering of our brands, including the introduction of

a campaign management tool for Influencer Intelligence, blended learning

for Econsultancy and further paid-for products at The Lawyer

• Record cross-marketing performance of Xeim Brands, supported by Xeim

Engage and Xeim Labs marketing solutions

• Hybrid events at The Lawyer continued to improve in content and

networking capability, leading to increased quality and size of customer

• Improved brand profile at Xeim following further investment in our

marketing teams and digital marketing capabilities

• Increased number of, and value generated from, large blue chip

international clients across Xeim

• DICE, our employee engagement committee, has worked closely with

employees to implement initiatives to help Centaur build a more diverse and

inclusive workplace

See financial performance review for definition of adjusted results and alternative

performance measures.

www.centaurmedia.com

STRATEGIC REPORT

Flagship 4

Dear Shareholder,

When I last wrote to you a year

ago, I expressed my confidence

that Centaur had the balance

sheet robustness and business

momentum to make progress

against its Margin Acceleration

Plan (‘MAP23’) goals over the

course of 2021.

Our updated MAP23 strategy had just

been launched in January 2021 putting

the business back on track after the

disruption of Covid. I am pleased to report

that this confidence has proven well

placed – our business performed in line

with our ambitious objectives for 2021 and

we remain on course to meet our MAP23

targets of over £45 million in revenue and an

adjusted EBITDA margin of 23% by 2023.

This performance was particularly pleasing

given the ongoing Covid pandemic. Despite

the easing of restrictions, the world finds

itself still in the process of transitioning to a

‘new normal’. Nonetheless, our specialised

brands in the legal and marketing

professions operate in markets that have

been characterised by change. Our ability to

transform and adapt against a background

of disruption over the past few years has

stood Centaur in good stead.

Today, knowledge has become a key

competitive advantage – meaning that the

proliferation of information is greater than

ever before, and the past two years have

accelerated the already rapid shift to high

quality digital content. For businesses,

this creates challenges in understanding

markets, identifying trends and developing

new relationships. All of this means that

our customers are looking for targeted

connectivity with timely and deeper insight.

We are positioning Centaur to fulfil these

needs – to provide customers with insight,

learning and consultancy expertise across

multiple industries and focusing on two

sectors with the specialist tools knowledge,

bespoke solutions and connections that

create advantage. In this way, we enable

our clients to excel at what they do,

to raise their aspirations and to deliver

better performance.

Performance

As a result a result of the focused strategic

and operational decisions taken by

Centaur’s management team, 2021 saw

a swift recovery in performance with a

21% growth in revenue and a sustained

improvement in EBITDA margin to

16%, which contributed to the further

strengthening of Centaur’s cash position to

£13.1m.

These results reflect a strong performance

across Centaur’s unique portfolio: from

our Flagship 4 brands that benefited from

optimised pricing, strong renewal rates and

a recovery in events, and from the Core

Brands that saw record achievements in

marketing solutions and revenue driven from

successful hybrid events. The value of the

content and networking capabilities of our

brands successfully led to an improvement

in quality and size of customer.

Dividend and capital

allocation

Centaur’s robust performance during the

Covid pandemic enabled us to reinstate

the dividend earlier than expected and for

2021 the Board has approved a resumption

of the Company’s normal dividend policy

of distributing 40% of adjusted retained

earnings, subject to a minimum dividend of

1.0p per share per annum. The Board has

therefore proposed a final dividend for 2021

of 0.5p per ordinary share and expects

to see further dividend progression as

earnings permit.

Strategy delivering

in a time of

disruption.”

COLIN JONES

Chair

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Chair’s statement

The Company retains a healthy cash

position which it intends to use to fund

short-term working capital volatility and

investment in new products and capabilities,

while also providing the resources to explore

other complementary strategic initiatives.

ESG

While we are making good progress in

delivering the financial targets under our

MAP23 strategy, another key component

of our business model is to ensure that our

behaviours and culture are fully aligned with

best practice ESG matters. I’m therefore

pleased to say we continued to reduce our

carbon footprint over the course of 2021.

The Board has also been impressed by

the initiatives undertaken by our Diversity,

Inclusion, Culture and Engagement

panel (‘DICE’) to improve diversity in our

promotions, recruitment and continued

D&I training efforts. This will continue to

be an area of focus going forward and a

consideration in all our business decisions.

We will also continue to operate with

integrity, transparency and accountability

with the Board remaining committed to the

highest standards of corporate governance.

More detail on our governance policies is

set out from page 44.

People and innovation

The adaptability, expertise and exceptional

commitment of our people has enabled

Centaur not only to manage the challenges

of the last year but also to exceed the

Board’s expectations in terms of driving

innovation and solutions for our customers.

This has seen Econsultancy deliver

blended solutions and The Lawyer launch

Signal, an upgrade of its Market Reports

product providing strategic insight and

benchmarking capabilities. This focus on

new products is crucial as the industry

backdrop continues to advance and

customers need more sophisticated and

targeted products and solutions.

We are committed to the wellbeing of our

people and making a safe environment for

our employees to operate the day-to-day

business effectively while allowing creativity

and entrepreneurship to build the business

for the future.

Looking ahead

The excellent performance across the

Group in 2021 provides a good platform for

further growth in 2022. The increasing value

of data-driven insight brings opportunities

for expansion into new target markets, the

broadening and deepening of connection

networks, and a growing focus on cross-

selling our products and building on their

synergies. While lingering uncertainties

around Covid and the macro-economic

and geopolitical outlook obviously remain,

we are fortunate in having a strong balance

sheet which gives us the confidence to

increase our investment in new products

and explore other strategic initiatives.

As we progress towards our MAP23 targets,

I believe Centaur has the talent, strategy and

financial discipline to meet the challenges

and realise the opportunities that lie ahead,

and we look forward to the future with

confidence.

Finally, but most importantly, I would like

to take this opportunity to thank each

and every employee for their outstanding

contribution to what has been a demanding

but successful year.

Colin Jones

Chair

15 March 2022

www.centaurmedia.com

STRATEGIC REPORT

Strategy

OUR FLAGSHIP 4

Three-year plan to grow revenues to >£45m and EBITDA margin

to 23% by 2023

An international provider of market intelligence,

learning and specialist consultancy

• Flagship 4

− MW Mini MBA

− Econsultancy

− Influencer Intelligence

− The Lawyer

• Core Brands

• Customer focus

− Sell more to existing

customers

− Optimise pricing

− Cross-sell Xeim

• Investment

− Systems

− People

• New products

− Digital subscriptions

− Common technology

stack

− New content offerings

• International growth

• Control of costs

MAP23

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Centaur is an international

provider of business information,

training and specialist

consultancy that inspires and

enables customers to excel

at what they do, raise their

aspirations and deliver better

performance. The Group’s aim is

to be the ‘go to’ company in the

international marketing and legal

sectors to:

• Advise businesses on how to improve

their performance and ROI;

• Inform customers using data, content

and insight with the provision of

business intelligence products;

• Offer training and advisory services

through digital learning initiatives and

online programmes; and

• Connect specific communities through

digital media and events.

Over the past year, despite the continued

impact of the Covid pandemic, the Group

has performed well and remains on track

to deliver on its ambitious MAP23 goals.

By simplifying the business and sticking

to our strategy of investing in our Flagship

4 brands – Econsultancy, Influencer

Intelligence, MW Mini MBA and The

Lawyer – we are continuing to expand our

margin through profitable revenue growth,

capitalising on Xeim and The Lawyer’s

inherent synergies.

Xeim

Xeim takes its name from ‘Excellence In

Marketing’ and its purpose is to improve

the performance of marketers. The Xeim

portfolio brings together the Group’s 11

marketing brands – Econsultancy, Influencer

Intelligence, MW Mini MBA, Festival of

Marketing, Marketing Week, Design Week,

Creative Review, Really B2B, Fashion

& Beauty Monitor, Oystercatchers and

Foresight News – to support the marketing

sector, providing our customers with the

advice, intelligence and connections needed

to set themselves apart from their peers.

Our market-leading brands and industry

experts provide insight, analysis and

proprietorial content, attracting over 6

million digital contact points every month.

Our cross-Xeim marketing solutions team

capitalises on the synergies of these brands

to help create integrated solutions for

customers.

The Lawyer

In The Lawyer, Centaur owns the most

trusted brand for the UK legal profession

and a leading provider of intelligence to the

global legal market, delivered via a scalable

digital platform.

The Lawyer has built on its 35-year heritage

of delivering incisive, cutting-edge analysis

of the UK legal market, continuing to

broaden its offering to develop a much more

international business providing market

intelligence to the world’s largest law firms.

The Lawyer counts 90% of the top 50 UK

and 50 US law firms in London among its

corporate subscribers.

www.centaurmedia.com

STRATEGIC REPORT

Strategy

CONTINUED

MAP23

Our strategic focus is to deliver the targets

set out under MAP23: raising Group

Adjusted EBITDA margins to 23% by 2023

and increasing revenue to more than £45m.

Our resilience during the pandemic, our

organic revenue growth and increase in

profitability in 2021, together with the

strength of our balance sheet, evidences the

progress that Centaur is making towards

MAP23 and our longer-term vision.

The Group intends to deliver the targets

through a combination of profitable

organic revenue growth and operational

costleverage.

To achieve this, we will be:

• Focusing investment and resource

allocation on our Flagship 4 brands

– the four brands which we have

identified as our key growth drivers

encompassing Econsultancy, Influencer

Intelligence, MW Mini MBA and The

Lawyer;

• Delighting our customers through

excellent customer service;

• Investing in technology and continuing

to develop our digital offering through

new products and services;

• Increasing focus on cross-selling

Xeim’s suite of products and services

to enterprise clients to drive up revenue

per client;

• Creating further opportunities for growth

through Xeim’s wider portfolio of Core

Brands;

• Investing in marketing, building out

our marketing teams to increase

brand profile and sell our products

to a broader range of international

clients; and

• Continuing to leverage our cost

base by managing costs tightly as

revenue grows.

Structure

Our business model is integral to how

we will deliver MAP23. In 2019, we

restructured Centaur making it a much

simpler business consisting of Xeim and

The Lawyer. We report revenue under six

core revenuestreams:

• Premium Content comprising

subscription-driven paid content

services;

• Marketing Services from campaign

management and marketing

automation;

• Training and Advisory from marketing

consultancy, digital learning and online

training;

• Events including sponsorship and

delegate revenue from conferences,

awards, and large-scale events;

• Marketing Solutions including display

and bespoke client campaigns; and

• Recruitment Advertising being

sector-focused.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

33%

32%

10%

13%

Revenue

2021

Brand

Premium

Content

Marketing

Services

Training and

Advisory Events

Marketing

Solutions

Recruitment

Advertising

Econsultancy

4 4 4 4

Influencer

Intelligence

MW Mini MBA

Festival of

Marketing

Oystercatchers

4 4

Marketing Week

4 4 4

Fashion & Beauty

Monitor

Foresight News

Creative Review/

Design Week

4 4 4 4

Really B2B

The Lawyer

4 4 4 4

The chart below shows which brands derive revenue from each category:

We have been encouraged by the continued

improvement in the quality of our revenue

streams since the transformation of our

portfolio and during the pandemic. Indeed,

Covid helped us develop how we work with

Xeim clients to accelerate digital marketing

transformation, a service in which we are

considered a thought leader. The easing of

Covid restrictions, together with the focused

strategic, operational and customer-centric

actions taken by Centaur’s management

team, has supported growth across the

business, most notably in Training and

Advisory, and Events revenues, which are

both up by approximately 50% year-on-

year. As we build our business around

our customers, we have found the size of

our customers grows also, as they realise

the benefits of tapping into the full suite of

services we provide.

Premium Content

Marketing Services

Training and Advisory

Events

Marketing Solutions

Recruitment Advertising

THE LAWYER XEIM

STRATEGIC REPORT

www.centaurmedia.com

International Revenue £m

37%

31%

2020 2021

2.0 4.0 6.0 8.0 10.0 12.0 14.0

16.0

Strategy

CONTINUED

73% of our revenue came from our valuable

Premium Content, Marketing Services and

Training and Advisory recurring revenue

streams (2020: 76%).

Revenue from outside the United Kingdom

has increased to 37% of total revenues

from 31% in 2020, with an increase of 43%

on 2020 to £14.4m as Centaur extends its

international reach.

Centaur Strategy Group

In 2021, we formed the Centaur Strategy

Group (or CSG), which sits at the heart of

our business with a remit to develop our

future strategy. The CSG comprises the

current and future leaders of the business

and is completely focused on ensuring that

we drive our customer-centric strategy and

make the most of our brand synergies and

cross-selling abilities, so that the portfolio

works together as a streamlined unit with a

common goal.

The CSG’s remit is to identify and address

the market opportunities on which we can

capitalise in coming years. As we take the

next step of our MAP23 journey in 2022,

the CSG has identified six major trends:

Digital learning and training for multinational

customers; digital transformation of

organisations; growth of the influencer

market; hybrid events; subscriptions to

access intelligence-based content and

increased demand for bespoke paid-for

content.

Our portfolio

To achieve our MAP23 ambitions we will

continue to focus investment and resource

allocation on the Flagship 4 – the four brands

we consider our key drivers for revenue

growth – and invest in the Core Brands that

support Xeim’s growth. Across Xeim, we will

be targeting to cross-sell our brands to the

top 200 marketing spenders through Xeim

Engage and generating increased marketing

solutions revenues through Xeim Labs.

Flagship 4

The Lawyer

The Lawyer – the most trusted brand for the

UK legal profession and a leading provider

of intelligence to the global legal market

delivered via a scalable digital platform.

Client renewal rates and online usage

performance remained strong for 2021.

Following the launch of Horizon the daily

digital news product in 2020, the year saw

the successful introduction of a new paid-for

subscription product, Signal, a re-launch of

the Market Reports product.

The return of live events in the fourth quarter

of 2021 was successful, with strong attendee

figures and sponsorship revenue above

targets. This appetite and confidence from

the market to return to live events means

we are planning, from the second quarter

of 2022 to return to a mix of virtual and live

events, including The Lawyer Awards in June.

Over the next two years, we will expand our

Target Addressable Market in three ways:

1. by accelerating the penetration into

the 51-100 UK law firms;

2. by targeting the Alternative Legal

Service Providers; and

3. by expanding internationally.

This will support our efforts to grow

subscriptions revenues from our current

products by increasing the value we deliver

to the top UK and US law firms.

Econsultancy

Econsultancy guides, supports and enables

customers to achieve excellence in digital

marketing and ecommerce. Its focus is on

combining learning content and thought

leadership with practical applications and

tools to support marketers.

The brand has had a successful year

of selling blended solutions: platform +

training. Supported by a revised pricing

structure, it has seen renewals improve 5

percentage points by value and enjoyed an

excellent year for new business, particularly

in the penetration of multinational blue chip

companies.

The ambition is to grow the customer base

further in 2022, supported with product

enhancements and investment in sales

and marketing. To achieve this, the brand

will look to secure more new business and

continue to improve renewal rates and

customer engagement. More specifically, it

will develop infrastructure with an upgraded

digital skills index diagnostic tool and learning

management system, invest in additional

digital learning content, and focus on

supporting the top 200 marketing spenders

with blended learning solutions.

Influencer Intelligence

Influencer Intelligence provides expertise and

support to help customers select influencers,

measure performance and manage the

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Marketers & Marketing leaders

Best practice

intelligence, consultancy

& training

Content-led marketing

solutions and networking

success of their marketing campaigns. The combination of our data-

driven influencer marketing platform and specialist in-house analyst

team helps businesses navigate the influencer and celebrity marketing

landscape.

Supported by a structured pricing model and campaign management

tool, the year has seen improved renewal rates up 13 percentage

points by value. We have also transitioned it away from SME

businesses to higher value clients.

Looking ahead, marketing support and an outbound sales strategy

will see the brand focus its efforts on building more new business.

This will see it working to significantly expand the volume of

influencers on the platform. The Influencer Intelligence platform has

been rated recently by the Influencer Marketing Hub, the leading

social media resource for brands, agencies and influencers, 4.8 out of

5, which is one of the highest of all the platforms they have rated.

MW Mini MBA

Marketing Week’s Mini MBA distils the core marketing functions of a

full MBA programme into an easily digestible and thoroughly engaging

12-week course prepared and moderated by Professor Mark Ritson.

This year the courses reported record corporate sales for multi-seat

packages and online revenues for both the Marketing and Brand

courses. Since 2016, the brand has trained over 17,500 marketers

and this year recorded a 98% customer satisfaction score and strong

Net Promoter Scores of +75.

In 2022, the brand will look to expand its online reach and traffic

to new targeted markets and develop new and improved analytics

to maximise conversion. In April, it will also launch a new network

paid-for subscription platform that harnesses the circa 17,500 alumni

providing new unique content, personal profiles, networking and

social media links.

Core Brands

Outside the Flagship 4, our portfolio of Core Brands will continue

to support Centaur’s growth and play an important role in creating

opportunities for Centaur, through the cross-selling of our products

and services, introducing us to a wider customer base and

demonstrating the breadth of our business intelligence. These

include:

• Festival of Marketing – an annual thought leadership, learning

and networking event that has become a leading and influential

event dedicated to ambitious marketers. Having successfully

held the event virtually in 2021 for a second consecutive year,

we plan to offer two hybrid events in 2022, combining the

networking benefits of a physical event with digital additions

to address strong demand and make it accessible to a wider,

global audience;

• Marketing Week – for over 40 years, the most influential source

of marketing information in the UK. In 2022, we will continue

to generate revenue from marketing solutions, lead generation

services, proprietary research and white papers;

• Oystercatchers – as one of the Financial Times most highly

regarded management consultancies in the UK, Oystercatchers

has competitively differentiated itself by providing best in class

agency pitch and business performance transformation advice

to its clients; and

• Really B2B – this marketing services business delivers creative

campaigns, lead generation and Account Based Marketing

services to drive its clients’ marketing ROI. The brand continues

to generate leads and provide solutions for clients across the

Xeim portfolio and the ambition is to develop this further.

Delivering to our Xeim customers

Understanding how the brands interact with each other enables

Xeim to position and cross sell multi-brand offerings to the benefit of

our customers.

Xeim provides marketers with training, information and in-depth

consulting services by utilising the content and expertise across the

portfolio. We deliver transformational programmes for our customers

by providing diagnostic tools, best practice guides, case studies,

thought leadership and curated training services to support the

customer need. We also deliver content-led marketing solutions and

networking opportunities to enable marketers to drive awareness

and generate leads and business contacts.

www.centaurmedia.com

STRATEGIC REPORT

Dear Shareholder,

This has been another unique year for

Centaur.

After the challenges of 2020, Centaur

entered 2021 as a strong and resilient

business. During 2021, our people were

brilliant and all showed great drive, energy

and tenacity in serving our customers while

continuing to grow our business in the

uncertain economic environment. Their hard

work supported 21% revenue growth and

68% adjusted EBITDA growth while cash

improved 58% compared to 2020 all ahead

of market consensus.

In January 2021, we launched MAP23, our

new strategy designed to drive profitable

revenue growth. The core objectives of

MAP23 are to raise Group Adjusted EBITDA

margins to 23% by 2023, while increasing

revenues to more than £45m in the same

timeframe. We remain on track to deliver this.

Financial Performance

Over the course of the year, we took our

first positive steps towards our MAP23

goals, as well as putting in place an effective

organisation structure to deliver it.

In 2021, Centaur reported revenues of

£39.1m for the year (up 21% from 2020),

and a Group Adjusted EBITDA margin of

16% (up 4 percentage points from 2020).

The Group ended the year with a cash

balance of £13.1m, up from £8.3m last year.

I am pleased with the contribution that

all our brands have made to this positive

momentum over the past 12 months.

Dividends

The Group has proposed a final dividend for

2021 of 0.5p per ordinary share, bringing

the total dividends in respect of 2021 to

1.0p per ordinary share.

Operational review

Centaur comprises two business units,

Xeim and The Lawyer. Xeim (or ‘excellence

in marketing’) forms 82% of our revenues

and is focused on the marketing sector.

The Lawyer is focused on the legal sector

and drives the other 18%. Both sectors

are undergoing significant change, driven

by technological advancement, structural

transformation and globalisation all of which

gives Centaur a great opportunity for growth.

Within these two business units, Centaur

has four key brands – the Flagship

4 – which we consider our key growth

drivers and where the business prioritises

investment and resource allocation. The

Lawyer is one of these brands, while the

other three form part of the Xeim portfolio

(Econsultancy, Influencer Intelligence and

MW Mini MBA). The Flagship 4 is supported

We are confident

in our MAP23

plan; the targets

are ambitious and

achievable and we

are well-placed

to capitalise on

future market

opportunities.”

SWAG MUKERJI

Chief Executive Officer

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Performance

CEO REVIEW

A selection of our Xeim clients

by our suite of Core Brands.

Over the course of 2021, we made

significant progress in developing both

our Flagship 4 and Core Brands. Our aim

is to position each of these brands for

further growth, developing cross-selling

opportunities and enhancing their shared

capabilities, with the ultimate aim of

enabling our customers to deliver better

corporate outcomes through building

competitive advantage in their markets.

At Econsultancy, we had success with

the sale of blended learning solutions

and continued to penetrate the top 200

marketing companies, winning contracts

from large blue chip international companies

including Unilever, Bayer, UPS and PZ

Cussons. In addition to the successful

growth of the core digital platform and

training services, Econsultancy Live and

the marketing solutions operation also

performed well with positive results and

impressive revenue growth compared to the

prior year.

Influencer Intelligence grew in

momentum as the year progressed,

overcoming the challenging market

conditions from 2020 and in Q1 2021 to

end the year with renewal rates at 84%.

This was supported by our new campaign

management tool which helped drive new

business, 41% higher than 2020 levels.

Our focus on higher value clients supported

margin growth and we are well positioned to

capitalise on attractive market dynamics in

an industry worth $15bn.

MW Mini MBA had another excellent year,

with record corporate sales for multi-seat

packages and online revenues for both the

Marketing and Brand courses. Delegate

numbers rose 44% with many of our

largest sales coming directly from recurring

corporate customers demonstrating the

value they see in the courses.

The Lawyer also performed well, with

excellent corporate client renewal rates of

116% and daily usage of Horizon, the 7am

daily email. This was supported by several

new paid for products including Signal,

which provides monthly in-depth strategic

insight, benchmark data on the markets and

detailed reports on the topics that matter

most to law firms.

In our portfolio of Core Brands, we were

particularly encouraged by the performance

of the Festival of Marketing. Last year’s

Festival, titled ‘The Year Ahead’, was held

virtually for the second consecutive year.

With more than 80 speakers over the

course of four days, and above-target

sponsorship and delegate levels, it is well

placed to return even stronger as a hybrid

event for 2022.

People

In August 2021 Jane Wilkinson joined the

Group as the new Managing Director of The

Lawyer. Jane’s experience in driving revenue

and margin growth across data, media, B2B

and B2C businesses will ensure The Lawyer

is best placed to reach its MAP23 objectives

and I am delighted to have her onboard.

I would also like to take this opportunity

to thank Andy Baker for his significant

contribution to making The Lawyer a multi-

faceted subscription-based information

provider with a strong digital presence and

market-leading retention rates.

We have also strengthened the senior

management team in Centaur with the

appointment of Claire Rance as Managing

Director of our Core Brands, Gill Huber

as Managing Partner of Oystercatchers

and Juan Mejia as Marketing Director of

The Lawyer as well as the promotion of

Zara Paes to the role of Group Financial

Controller.

Looking to 2022

In 2022 our objective is to continue to drive

revenue and margin growth to deliver our

MAP23 strategy. To do this we will focus

investment and resource allocation on

our Flagship 4 brands while continuing to

develop our Core Brands, increasing the

emphasis on cross-selling our products

and building on their synergies. We aim to

achieve this despite the market headwinds

of inflation and competition for talent and

we will manage our margin through robust

negotiation with suppliers, flexible reward

structures to retain and recruit top talent

and structured price rises in relation to our

services to customers.

We are confident in our MAP23 plan; the

targets are ambitious and achievable and,

with our strong balance sheet and unique

portfolio of brands, we are well-placed to

capitalise on future market opportunities.

Centaur will continue to invest across the

Flagship 4 and Core Brands portfolios to

take advantage of these trends and to

develop its offering for our customers.

Summary

To conclude, I wanted to reflect on the

past two years and reiterate my thanks to

everyone at Centaur for their tremendous

effort and contribution to the growth of

ourbusiness.

As we enter 2022 Centaur is well-positioned

for growth. We have a clear strategy in

place and I am confident in our ability to

hit our targets. Next year we will continue

to advance our offering and capitalise on

the many market opportunities that lie

ahead of us as we continue to invest in our

brands and provide the most advanced and

competitive offering in the marketplace.

Swag Mukerji

Chief Executive Officer

15 March 2022

www.centaurmedia.com

STRATEGIC REPORT

Centaur Media Plc

Financial Non-Financial

21%

(14)%

2020

2021

16%

12%

2020

2021

6,786

3,938

2020 2021

6,951

4,813

2020 2021

Underlying revenue growth* Adjusted EBITDA margin* Attendance at Festival of Marketing Delegates on Mini MBA course

The growth/(decline) in total revenue adjusted to exclude the impact

of event timing differences, as well as the revenue contribution

arising from acquired or disposed businesses.

Adjusted EBITDA as a percentage of revenue where Adjusted

EBITDA is defined as adjusted operating profit before depreciation

and impairment of tangible assets and amortisation and

impairment of intangible assets other than those acquired through

a business combination.

Number of unique delegates attending the Festival of Marketing Number of delegates on Mini MBA and related eLearning

courses in the year

1.9p

0.3p

2020

2021

164%

100%

2020 2021

90 (£12.1m)

77 (£10.4m)

2020 2021

152 (61%)

160 (64%)

2020 2021

Adjusted diluted EPS* Cash conversion* Xeim customers >£50k Top 250 law firm customers

Diluted earnings per share calculated using the adjusted earnings,

as set out in note 9 to the financial statements.

The percentage by which adjusted operating cash flow

covers Adjusted EBITDA (on continuing and discontinued

operations) as set out in the financial performance review.

Number and value of Xeim customers that have sales in the year

of greater than £50,000

Number and percentage of top 200 UK law firms and top 50 US

law firms

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

Group’s performance. The KPIs are monitored by the Board and the focus on these measures

will support the successful implementation of the MAP23 strategy. These indicators are

discussed in more detail in the CEO and financial reviews.

*See definitions in Financial Review on page 20.

Annual Report and Financial Statements for the year ended 31 December 2021

Centaur Media Plc

Key Performance Indicators

FINANCIAL AND NONFINANCIAL

Financial Non-Financial

21%

(14)%

2020 2021

16%

12%

2020 2021

6,786

3,938

2020 2021

6,951

4,813

2020 2021

Underlying revenue growth* Adjusted EBITDA margin* Attendance at Festival of Marketing Delegates on Mini MBA course

The growth/(decline) in total revenue adjusted to exclude the impact

of event timing differences, as well as the revenue contribution

arising from acquired or disposed businesses.

Adjusted EBITDA as a percentage of revenue where Adjusted

EBITDA is defined as adjusted operating profit before depreciation

and impairment of tangible assets and amortisation and

impairment of intangible assets other than those acquired through

a business combination.

Number of unique delegates attending the Festival of Marketing Number of delegates on Mini MBA and related eLearning

courses in the year

1.9p

0.3p

2020 2021

164%

100%

2020 2021

90 (£12.1m)

77 (£10.4m)

2020 2021

152 (61%)

160 (64%)

2020 2021

Adjusted diluted EPS* Cash conversion* Xeim customers >£50k Top 250 law firm customers

Diluted earnings per share calculated using the adjusted earnings,

as set out in note 9 to the financial statements.

The percentage by which adjusted operating cash flow

covers Adjusted EBITDA (on continuing and discontinued

operations) as set out in the financial performance review.

Number and value of Xeim customers that have sales in the year

of greater than £50,000

Number and percentage of top 200 UK law firms and top 50 US

law firms

www.centaurmedia.com

STRATEGIC REPORT

The organic

revenue growth

and increase in

profitability in

2021 provides

persuasive

evidence of the

progress that

we are making

towards our

MAP23 goals.”

SIMON LONGFIELD

Chief Financial Officer

Overview

2021 has been a year of organic growth

recovery after the significant challenges

posed by the pandemic. The social and

governmental restrictions imposed in 2020

and the economic uncertainties faced by

our customers were unprecedented. The

easing of these measures, together with

the focused strategic and operational

actions taken by Centaur’s management

team, has supported organic growth across

most revenue streams, notably Training

and Advisory and Events both up by

approximately 50% year-on-year. Premium

content was an exception to this trend,

seeing revenues decline by 2% due to the

downturn in renewals and new business in

2020, which has had a knock-on impact on

revenues in the year.

After the divestments made in 2019 and the

subsequent restructuring of the business,

combined with continued control over our

costs, we started 2021 in a good financial

position. We are pleased with the 21%

growth in revenue compared to 2020, the

sustained expansion in EBITDA margin and

the increase in our cash balance. All of this

demonstrates that we are on track to meet

our MAP23 objectives.

Performance

FINANCIAL REVIEW

Performance

Group

Statutory revenue rose by £6.7m to £39.1m

in 2021 – an increase of 21%. Xeim

increased 23% and The Lawyer 9%. 37%

(2020: 31%) of the revenue was generated

from outside the UK and this year-on-year

increase represented two-thirds of the

total growth. We will not be renewing or

taking on any new business with Russian

customers during 2022, the impact of which

is negligible to our results.

Adjusted EBITDA increased from £3.8m

to £6.4m at a margin of 16% (2020: 12%),

showing promising progress towards our

MAP23 targets. This improved margin was

on increased revenues, demonstrating

the commitment to continued cost control

and profitable revenue growth following

the previously completed cost savings

programme. Central operating costs rose by

only 3% in 2021.

The Group posted an adjusted operating

profit of £3.2m in the year (2020: £nil),

showing an improved trading performance

for the business year-on-year as a result

of the operational gearing on increased

revenues.

The Group achieved an adjusted profit after

taxation of £2.8m (2020: £0.4m).

During 2021, we have increased our cash

balances from £8.3m to £13.1m, mainly as

a result of a focus on cash management,

the increase in EBITDA, healthy cash

collections from customers and working

capital improvements from subscriptions

growth and the timing of payments.

Xeim

Xeim’s revenue for 2021 was £32.1m, an

increase of 23% from £26.0m in 2020,

surpassing pre-Covid revenue levels of

£31.4m in 2019. Premium content in

2021 fell 5% year-on-year, due mainly to

the economic uncertainties posed by the

global pandemic in 2020 reducing both

subscription renewal and new business

billings in that year. However, 2021 has

seen a recovery in renewal rates and new

business across both Econsultancy and

Influencer Intelligence, which will lead to

positive momentum on revenue in 2022.

Revenue from all other streams showed

year-on-year growth, most significantly in

Training and Advisory and Events. Events

revenue grew by 69% to £2.7m, largely

driven by the move from wholly virtual

events to hybrid events as some social

distancing measures and restrictions were

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

eased in the second half of the year.

Training and Advisory revenue saw strong

growth of 48% on the back of continued

excellent performance in eLearning

revenues from the MW Mini MBA marketing

and brand courses, Econsultancy and

Oystercatchers.

Xeim posted an Adjusted EBITDA of £6.6m

for the year, an increase from £4.3m in

2020. This was predominantly driven by the

increase in revenue, offset by an associated

increase in cost.

Xeim contains three of the Group’s Flagship

4 brands – Econsultancy, Influencer

Intelligence and MW Mini MBA.

After facing difficulties posed by the

pandemic in the prior year, Econsultancy

grew all revenue streams in 2021, with an

increase of 22% in the year, resulting in

revenues now exceeding pre-Covid levels.

Our blended learning strategy was the

main driver of new business wins at more

than three times the level seen in 2020,

resulting in premium content revenue from

Econsultancy growing 18%. Subscription

renewal rates increased to 69% (2020:

64%) and we are aiming to improve this

further in 2022.

Econsultancy’s training and advisory

revenue also returned to growth up 22%

on 2020 and winning further large digital

training and consultancy contracts with

blue chip international companies. Events

revenue almost trebled year-on-year from

the Econsultancy Live conferences held

in April and November, together with

Econsultancy revenue from Marketing

Solutions also increasing by over 30%.

Influencer Intelligence revenue reduced 15%

in the year. The impact of Covid on the retail

and fashion industries in 2020 and the first

quarter of 2021 had reduced billings due to

cautious marketing investment from core

consumer-facing brand clients. However,

renewal rates improved significantly from

Q2 of 2021 onwards and averaged close

to the historically strong rates last seen in

2019. New business also improved in 2021,

up 41% on 2020. Both these increases

resulted in annualised book of business

growth of 3% in the year, after initially

dropping by 6%; the revenue benefits will be

seen in 2022.

The MW Mini MBA continues to go from

strength to strength, with delegate numbers

up 44% year-on-year and Net Promoter

Scores of +75. Revenue grew 66% from the

increase in delegates and a rise in the list

price. Delegate increases are being driven

in particular by larger take up from recurring

corporate customers as well as an increase

in online sales.

Of our core Xeim brands, Festival of

Marketing has shown significant recovery in

2021 through a series of three hybrid events

resulting in a doubling of revenue year-on-

year. This is in contrast with the reduced

revenue in 2020 due to the move to virtual

events. Really B2B and Oystercatchers saw

growth in revenue of approximately 20%

and the growth in revenue from Marketing

Week exceeded 30%, driven by contracts

for Marketing Solutions.

The Lawyer

Overall revenues for The Lawyer grew by

9%. Premium content revenue showed

modest growth of 5%, primarily from

corporate subscriptions which grew 15%.

However, this was offset by a planned

deferral of revenue relating to the move from

the transactional Market Reports product to

the Signal product on a subscription based

revenue model. Without the impact of this

deferral premium content revenues would

have grown by over 10%.

High-margin recruitment advertising

revenue grew 34%, demonstrating a partial

recovery from the reduction seen due to

the economic uncertainty in 2020 which

saw law firms delay hiring. With a move to

hybrid events as social distancing measures

eased, events revenue grew 22% year-on-

year to £1.1m, albeit lower than revenue in

2019 when all events were face-to-face.

This led to a rise in Adjusted EBITDA from

£2.1m in 2020 to £2.7m in 2021. The

underlying business continues to perform

strongly with strong renewal rates and

continued engagement by users indicating

how important The Lawyer has become to

leading law firms and their fee earners.

Measurement and non-

statutory adjustments

The statutory results of the Group are

presented in accordance with International

Financial Reporting Standards (‘IFRS’). The

Group also uses alternative reporting and

other non-GAAP measures as explained

below and as defined in the table at the end

of this section.

www.centaurmedia.com

STRATEGIC REPORT

Performance

FINANCIAL REVIEW CONTINUED

Adjusting items

Adjusted results are not intended to replace statutory results but are prepared to provide a better comparison of the Group’s core business

performance by removing the impact of certain items from the statutory results. The Directors believe that adjusted results and adjusted

earnings per share are the most appropriate way to measure the Group’s operational performance because they are comparable to the prior

year and consequently review the results of the Group on an adjusted basis internally.

Statutory operating profit/(loss) from continuing operations reconciles to adjusted operating profit and Adjusted EBITDA as follows:

Note

2021

£m

2020

£m

Statutory operating profit/(loss) 1.6 (2.3)

Adjusting items:

Exceptional operating costs 4 – 0.2

Amortisation of acquired intangible assets 11 1.1 1.5

Share-based payments 23 0.5 0.5

Loss on disposal of assets and liabilities 11,12,18 – 0.1

1.6 2.3

Adjusted operating profit 3.2 –

Depreciation, amortisation and impairment 3 3.2 3.8

Adjusted EBITDA 6.4 3.8

Adjusted EBITDA margin 16% 12%

Adjusting items from continuing operations of £1.6m in the year (2020: £2.3m) are comprised as follows:

Adjusting Item Description

Exceptional operating costs 2021 £nil. 2020 exceptional costs of £0.2m relate primarily to staff restructuring costs following

the onset of the pandemic.

Amortisation of acquired intangible assets Amortisation of acquired intangible assets of £1.1m (2020: £1.5m) has fallen as certain assets

have become fully amortised.

Share-based payments Share-based payments of £0.5m were at a similar level (2020: £0.5m).

Loss on disposal of assets and liabilities 2021 £nil. In 2020 £0.1m relates primarily to asset write-offs and disposals.

Segment profit

Segmental profit is reported to improve clarity around our business units’ performance and consists of gross contribution for a business unit

minus specific overheads and allocations of the central support teams and overheads that are directly related to each business unit. Any

costs not attributable to either Xeim or The Lawyer, remain as part of central costs.

The table below shows the statutory revenue for each business unit:

Xeim

2021

£m

The

Lawyer

2021

£m

Total

2021

£m

Xeim

2020

£m

The

Lawyer

2020

£m

Total

2020

£m

Revenue

Premium Content 9.0 3.9 12.9 9.5 3.7 13.2

Marketing Services 3.3 – 3.3 2.9 – 2.9

Training and Advisory 12.6 – 12.6 8.5 – 8.5

Events 2.7 1.1 3.8 1.6 0.9 2.5

Marketing Solutions 4.2 0.8 5.0 3.3 0.9 4.2

Recruitment Advertising 0.3 1.2 1.5 0.2 0.9 1.1

Total statutory revenue 32.1 7.0 39.1 26.0 6.4 32.4

Revenue growth 23% 9% 21%

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

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

Xeim

2021

£m

The

Lawyer

2021

£m

Central

2021

£m

Total

2021

£m

Xeim

2020

£m

The

Lawyer

2020

£m

Central

2020

£m

Total

2020

£m

Revenue 32.1 7.0 – 39.1 26.0 6.4 – 32.4

Operating costs (27.6) (4.9) (3.4) (35.9) (24.1) (5.0) (3.3) (32.4)

Adjusted operating profit/(loss) 4.5 2.1 (3.4) 3.2 1.9 1.4 (3.3) –

Adjusted operating margin 14% 30% 8% 7% 22% 0%

Depreciation, amortisation and

impairment 2.1 0.6 0.5 3.2 2.4 0.7 0.7 3.8

Adjusted EBITDA 6.6 2.7 (2.9) 6.4 4.3 2.1 (2.6) 3.8

Adjusted EBITDA margin 21% 39% 16% 17% 33% 12%

Xeim’s telemarketing business, MarketMakers, was closed in 2020 and its results in the prior-year comparatives are not shown above but within discontinued

operations.

Net finance costs

Net finance costs were £0.3m

(2020: £0.3m). The Group held positive

cash balances throughout the year and

therefore in both 2021 and 2020 the vast

majority of finance costs relate to the

commitment fee payable for the revolving

credit facility as well as interest on lease

payments for right-of-use assets.

Taxation

A tax credit of £0.1m (2020: credit of

£0.9m) has been recognised on continuing

operations for the year. The adjusted tax

charge was £0.1m (2020: credit of £0.6m).

The Company’s profits were taxed in the UK

at a blended rate of 19% (2020: 19.0%),

but the resulting tax charge is more than

offset by a credit resulting from the effect

of changes in the tax rate on deferred tax

balances. See note 7 for a reconciliation

between the statutory reported tax charge

and the adjusted tax charge.

Earnings/loss per share

The Group has delivered adjusted diluted

earnings per share for the year of 1.9 pence

(2020: 0.3 pence). Diluted earnings per

share for the year were 0.9 pence (2020:

loss of 10.0 pence). Full details of the

earnings per share calculations can be

found in note 9 to the financial statements.

Dividends

Under the Group’s dividend policy, Centaur

will target a pay-out ratio of 40% of

adjusted retained earnings, subject to a

minimum dividend of 1.0p per share per

annum.

In light of this, the Group has proposed a

final dividend in March 2022 of 0.5p per

ordinary share in respect of 2021. This

brings the total dividends relating to 2021 to

1.0p (2020: 0.5p) per ordinary share.

This final dividend is subject to shareholder

approval at the Annual General Meeting and,

if approved, will be paid on 27 May 2022 to

all ordinary shareholders on the register at

the close of business on 13 May 2022.

www.centaurmedia.com

STRATEGIC REPORT

Performance

FINANCIAL REVIEW CONTINUED

Cash flow

2021

£m

2020

£m

Adjusted operating profit 3.2 –

Depreciation, amortisation and impairment 3.2 4.0

Movement in working capital 3.1 2.5

Adjusted operating cash flow 9.5 6.5

Capital expenditure (0.8) (0.8)

Cash impact of adjusting items – (4.6)

Taxation – –

Repayment of lease obligations and interest (2.2) (2.1)

Free cash flow 6.5 (1.0)

Disposal of subsidiaries – (0.1)

Disposal of intangible assets – 0.1

Purchase of own shares (0.3) –

Dividends paid to Company’s shareholders (1.4) –

Increase/(decrease) in net cash 4.8 (1.0)

Opening net cash 8.3 9.3

Closing net cash 13.1 8.3

Cash conversion 164% 100%

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

excluding the impact of adjusting items. The Directors use this measure to assess the performance of the Group as it excludes volatile items

not related to the core trading of the Group and includes the Group’s management of capital expenditure. A reconciliation between cash

flow from operations and adjusted operating cash flow is shown in note 1(b) to the financial statements. The cash impact of adjusting items

in 2020 primarily related to exceptional restructuring costs.

The movement in working capital in 2021 includes a repayment of £1.0m of VAT deferred under the Government’s Covid VAT payment

deferral scheme (2020: £1.0m deferral). 2020 also included the receipt of £1.5m relating to the lease incentive on the Group’s former office

premise. The cash conversion of 164% (2020: 100%) has been adjusted to exclude these one-off items. The cash conversion has

increased significantly as a result of the positive working capital movements relating to increased bonuses for 2021 and costs related to the

MW Mini MBA, both paid after the end of the year, and an increase in deferred income mainly due to increased billings on subscriptions.

MAP23

In January 2021 the Group announced its MAP23 strategy, under which it will raise Group Adjusted EBITDA margins to 23% (including the

impact of IFRS 16) by 2023, while increasing revenues to £45m. The increase in revenue of 21% and EBITDA margin from 12% in 2020

to 16% in 2021 demonstrates clear progress towards these objectives. Further details of MAP23 are detailed in the Strategy section on

page6.

The Group has made an encouraging start to 2022 and trading is in line with our expectations. We are expecting some pressure on

our costs and on retention of employees due to the wider economic situation in the UK and internationally. We will address this through

structured pricing increases to our customers, robust negotiation with our suppliers, tight control of our cost base, variable remuneration

structures for our senior management team and continued work on the social aspects of our ESG agenda as set out in our ESG report.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Financing and bank covenants

On 16 March 2021 the Group signed a new revolving credit facility with NatWest that replaces the £25m facility signed with NatWest and

Lloyds in 2018. The new facility allows the Group to borrow up to £10m and has a three-year duration with the option of two further one-

year periods. The covenants regarding leverage and interest cover are identical to those of the facility it replaces.

Balance sheet

2021

£m

2020

£m

Goodwill and other intangible assets 44.2 46.1

Property, plant and equipment 2.5 3.3

Deferred taxation 2.4 2.2

Deferred income (7.8) (7.0)

Other current assets and liabilities (7.1) (4.8)

Non-current assets and liabilities (0.2) (0.9)

Net assets before cash 34.0 38.9

Net cash 13.1 8.3

Net assets 47.1 47.2

Goodwill and other intangibles have decreased by £1.9m as a result of the amortisation of intangible assets. Property, plant and equipment

has fallen by £0.8m due to the difference between depreciation and capital expenditure. Deferred income has increased by £0.8m mainly as

a result of advance billings on subscriptions. Other current assets and liabilities have been impacted by an increase in bonus accruals and

cost accruals related to the MW Mini MBA.

Going concern

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

liability position, the Group’s forecasts for at least 12 months from the date of this report, and the effectiveness of risk management

processes, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in the preparation of the

consolidated financial statements for the year ended 31 December 2021. As detailed under the Risk Management section, the Directors

have assessed the viability of the Group over a three-year period to March 2025 and the Directors have a reasonable expectation that the

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

Conclusion

Centaur is well-positioned for growth. The resilience of our brands during the pandemic, the resultant organic revenue growth and the

increase in profitability delivered in 2021, together with the strength of our balance sheet, provides persuasive evidence of the progress that

Centaur is making towards its MAP23 goals and longer-term vision.

Simon Longfield

Chief Financial Officer

15 March 2022

www.centaurmedia.com

STRATEGIC REPORT

Alternative performance measures

Measure Definition

Adjusted EBITDA Adjusted operating profit before depreciation and impairment of tangible assets and amortisation and

impairment of intangible assets other than those acquired through a business combination.

Adjusted EBITDA margin Adjusted EBITDA as a percentage of revenue.

Adjusted EPS EPS calculated using Adjusted profit for the period.

Adjusting items Items as set out in the statement of consolidated income and notes 1(b) and 4 of the financial

statements including exceptional items, amortisation of acquired intangible assets, profit/(loss) on

disposal of assets, share-based payment expense, volatile items predominantly relating to investment

activities and other separately reported items.

Adjusted operating profit Operating profit excluding Adjusting items.

Adjusted profit before tax Profit before tax excluding Adjusting items.

Cash conversion Adjusted operating cash flow (excluding any one-off significant cash flows) / Adjusted EBITDA

(including discontinued operations).

Exceptional items Items where the nature of the item, or its magnitude, is material and likely to be non-recurring in

nature as shown in note 4.

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

and share repurchases.

Segment profit Adjusted operating profit of a segment after allocation of central support teams and overheads that

are directly related to each segment or business unit.

Underlying revenue Statutory revenue adjusted to exclude the impact of revenue arising from acquired businesses,

disposed businesses that do not meet the definition of discontinued operations per IFRS 5, and

closed business lines (‘excluded revenue’).

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Risk Management

Risk management approach

The Board has overall responsibility for the

effectiveness of the Group’s system of risk

management and internal controls, and

these are regularly monitored by the Audit

Committee. Details of the activities of the

Audit Committee in this financial year can

be found in the Audit Committee Report on

pages 45 to 47.

The Executive Committee, Company

Secretary and the Head of Legal are

responsible for identifying, managing and

monitoring material and emerging risks in

each area of the business and for regularly

reviewing and updating the risk register, as

well as reporting to the Audit Committee in

relation to risks, mitigations and controls.

As the Group operates principally from one

office and with relatively flat management

reporting lines, members of the Executive

Committee are closely involved in day-to-

day matters and are able to identify areas

of increasing risk quickly and respond

accordingly. The responsibility for each risk

identified is assigned to a member of the

Executive Committee. The Audit Committee

considers risk management and controls

regularly and the Board formally considers

risks to the Group’s strategy and plans as

well as the risk management process as

part of its strategic review.

The risk register is the core element of the

Group’s risk management process. The

Secretary with input from the Executive

Committee and the Head of Legal. The

Executive Committee initially identifies the

material risks and emerging risks facing the

Group and then collectively assesses the

severity of each risk (by ranking both the

likelihood of its occurrence and its potential

impact on the business) and the related

mitigating controls.

As part of its risk management processes,

the Board considers both strategic and

operational risks, as well as its risk appetite

in terms of the tolerance level it is willing

to accept in relation to each principal risk,

which is recorded in the Company’s risk

risk cannot always be eliminated at an

acceptable cost and that there are some

risks which the Board will, after due and

careful consideration, choose to accept.

The Group’s risk register, its method of

preparation and the operation of the key

controls in the Group’s system of internal

control are regularly reviewed and overseen

by the Audit Committee with reference to

the Group’s strategic aims and its operating

environment. The register is also reviewed

and considered by the Board.

As part of the ongoing enhancement of

the Group’s risk monitoring activities, we

reviewed and updated the procedures

by which we evaluate principal risks and

uncertainties during the year.

Principal risks

The Group’s risk register currently includes

operational and strategic risks. The principal

risks faced by the Group in 2021, taken

from the register, together with the potential

effects and mitigating factors, are set out

below. The Directors confirm that they

have undertaken a robust assessment of

the principal and emerging risks facing the

Group. Financial risks are shown in note 26

to the financial statements.

www.centaurmedia.com

STRATEGIC REPORT

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

Movement

in risk

Failure to deliver

and maintain

a high growth

performance

culture.

The risk that

Centaur is unable

to attract, develop

and retain an

appropriately

skilled, diverse

and responsible

workforce and

leadership team,

and maintain a

healthy culture

which encourages

and supports

ethical high-

performance

behaviours and

decision making.

Difficulties in

recruiting and

retaining staff

could lead to loss

of key senior staff.

Centaur’s success depends on growing

the business and completing the MAP23

strategy. In order to do this, it depends

in large part on its ability to recruit,

motivate and retain highly experienced

and qualified employees in the face of

often intense competition from other

companies, especially true in London.

Investment in training, development and

pay awards needs to be compelling

but will be challenging in the current

economic and operating climate.

Implementing a diverse and inclusive

working environment that allows for agile

and remote delivery is necessary to keep

the workforce engaged. It is also required

for the transition to a more flexible hybrid

working model.

Higher staff churn (a challenge for many

companies in our sector) is likely to be an

important issue during 2022 and we will

need to keep our policies and practices

under review.

Developing the MAP23 business strategy

and changes required in skill set and

culture are challenging and costly.

There has been a significant focus on

employee communication this year,

including, weekly updates, local town

hall meetings, monthly all Company Q&A

sessions and staff welfare calls.

We regularly review measures aimed at

improving our ability to recruit and retain

employees. During the year we have

focused on bringing in higher quality

employees to replace leavers or in new

roles in order to enhance our strategy

particularly in areas such as digitalisation,

technology and data analytics.

We track employee engagement through

weekly ‘check-ins’ via our Engage system

to gauge colleague sentiment and gain

an understanding of any key risks or

challenges.

Our employee engagement team, ‘DICE’,

who focus on Diversity, Inclusion, Culture

and Engagement have helped to drive

forward initiatives relating to diversity and

inclusion, through communication and

virtual social events. This is sponsored by

the CEO and a Non-Executive Director.

An annual review ensures flight risks

and training needs are identified which

become the focus for pay, reward and

development areas. All London-based

staff continue to be paid at or above the

London Living Wage.

Our HR team hold exit interviews for all

leavers to identify and resolve areas of

concern.

The Board

considers this

risk to have

increased since

the prior year.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Risk Management

CONTINUED

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

Movement

in risk

Sensitivity to

UK/sector

economic

conditions.

The world economy has been severely

impacted by the Covid pandemic and

UK GDP fell significantly in 2020.The UK

also came to the end of the transition

deal with the EU at the end of 2020.

Although the UK economy has improved

during 2021 the Group continues to

have sensitivity to UK/sector volatility and

economic conditions. The impact was

acute on some of Centaur’s target market

segments including the fashion, retail and

entertainment sectors and could also

have an impact on physical events.

The likelihood of ongoing volatility is

expected to be high in 2022 including

higher inflation rates and there are varying

views as to the timing and extent of a

recovery.

Most of the risk impacting Centaur

relates to our customers. The Group has

demonstrated that it can mitigate the risk

by increased digitalisation, running hybrid

events and offering eLearning services.

Centaur plans to increase international

organic growth in the mid to longer

term, focusing on the US and Asia in

particular, to mitigate this risk. We are also

increasing our focus on targeting larger

scale multinational businesses which have

a more diversified risk profile.

Many of the Group’s products are market-

leading in their respective sectors and

are an integral part of our customers’

operational processes, which mitigates

the risk of reduced demand for our

products.

The Group regularly reviews the political

and economic conditions and forecasts

for the UK, including specific risks such

as inflation, to assess whether changes to

its product offerings or pricing structures

are necessary.

The Board

considers

this risk to be

broadly the

same as the

prior year.

www.centaurmedia.com

STRATEGIC REPORT

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

Movement

in risk

Fraudulent or

accidental breach

of our IT network,

major systems

failure or ineffective

operation of IT and

data management

systems leads

to loss, theft or

misuse of financial

assets, proprietary

or sensitive

information and/

or inoperative core

products, services,

or business

functions.

Centaur relies on its IT network to

conduct its operations. The IT network

is at risk of a serious systems failure or

breach of its security controls due to a

deliberate or fraudulent cyber-attack or

unintentional event and may include third-

parties gaining unauthorised access to

Centaur’s IT network and systems.

This could result in misappropriation of its

financial assets, proprietary or sensitive

information (including personal data or

confidential information), corruption of

data, or operational disruption, such as

unavailability of our websites and our

digital products to users, unavailability of

support platforms and disruption to our

revenue collection activities.

Centaur could incur significant costs

and suffer other negative consequences

as a result of this, such as remediation

costs (including liability for stolen

assets or information, and repair of any

damage caused to Centaur’s IT network

infrastructure and systems) as well as

reputational damage and loss of investor

confidence resulting from any operational

disruption.

A serious occurrence of a loss, theft

or misuse of personal data could also

result in a breach of data protection

requirements and the effects of this. See

risk 4: GDPR, PECR below.

Appropriate IT security and related

controls are in place for all key processes

to keep the IT environment safe and

monitor our network systems and data.

Centaur has invested significantly in

its IT systems and, where services are

outsourced to suppliers, contingency

planning is carried out to mitigate risk of

supplier failure.

Centaur continues to develop its CRM,

e-commerce and finance systems and

removed a number of legacy systems

following the divestments in 2019 which

has reduced the Group’s cyber risk.

Centaur has a business continuity plan

which includes its IT systems, subject to

an annual failover test, and there is daily,

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

Websites are hosted by specialist third-

party providers who typically provide

warranties relating to security standards.

All of our websites are hosted on a

secure platform which is cloud hosted

and databases have been cleansed and

updated.

The Group Head of Data ensures that

rigorous controls are in place to ensure

warehouse data can only be downloaded

by the data team. Integration of the

warehouse with current databases and

data captured and stored elsewhere is

ongoing.

Please see risk 4 below for specific

mitigations relating to the security of

personal data and GDPR compliance.

The Board

considers

this risk to be

broadly the

same as the

prior year.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Risk Management

CONTINUED

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

Movement

in risk

Regulatory (GDPR,

PECR and other

similar legislation)

involve strict

requirements

regarding how

Centaur handles

personal data,

including that

of customers.

There is the risk

of a fine from the

ICO, third-party

claims as well

as reputational

damage if we do

not comply.

The UK General Data Protection

Regulation (‘GDPR’), the Data Protection

Act 2018 (‘DPA’) and the Privacy and

Electronic Communications Regulations

(‘PECR’) involve strict requirements for

Centaur regarding its handling of personal

data. Centaur’s obligations under the

GDPR are complex meaning this area

requires ongoing focus.

PECR includes specific obligations

for businesses like Centaur regarding

electronic marketing calls, emails, texts,

and on their use of cookies and similar

technologies, among other things.

In the event of a serious breach of the

GDPR and/or PECR, Centaur could

be subject to a significant fine from the

regulator, the ICO, and claims from third

parties including customers as well as

reputational damage.

The maximum fines for breaches are

£17.5 million (GDPR) and £500,000

(PECR) respectively and directors can

have liability for serious breaches of

PECR’s marketing rules.

Other countries and jurisdictions

worldwide are reviewing and updating

their own laws relating to data and

privacy. Where Centaur is required

to comply with the laws in non-UK

jurisdictions there is a risk that Centaur

may not be compliant with all such

laws and could therefore be subject

to regulatory action and fines from the

relevant regulators and data subjects.

The UK’s departure from the EU will have

implications for UK data protection laws,

the impact of which is not yet clear and is

being kept under review.

ICO guidance relating to use of cookies,

and further changes to the laws relating

to data privacy, ad tech and electronic

marketing expected in the future, will

further increase the regulatory burden

for businesses like Centaur, and the

requirements in this regard will need to be

kept under review.

Centaur has taken a wide range of

measures aimed at complying with the

key aspects of the GDPR, DPA and

PECR.

In 2020, a Data Protection Compliance

Committee was formed (overseen by

the CFO) in order to monitor Centaur’s

ongoing compliance with these data

protection laws.

Staff are required to undertake online data

protection awareness and data security

awareness training annually.

In Q4 2021, Centaur appointed a DPO

(Wiggin LLP) to oversee its compliance

with data protection laws. Further,

Centaur’s in-house lawyer keeps abreast

of material developments in data

protection law and regulation and advice

from external law firms is sought where

appropriate.

Given the increasingly global nature

of our business and our customers,

Centaur’s approach to complying with

data protection laws in other jurisdictions

should be kept under review. In 2020,

Centaur implemented various measures

to mitigate against risk in respect of the

CCPA, a new Californian privacy law, and

also appointed an ‘EU representative’

under the GDPR ahead of Brexit.

The Board

considers

this risk to be

broadly the

same as the

prior year.

www.centaurmedia.com

STRATEGIC REPORT

Risk Management

CONTINUED

Viability Statement

In accordance with provision 31 of the UK

Corporate Governance Code 2018, the

Directors have assessed the viability of the

Group over a three-year period from signing

of this Annual Report to March 2025, taking

account of the Group’s current position, the

Group’s strategy, the Board’s risk appetite

and, as documented above, the principal

risks facing the Group and how these are

managed. Based on the results of this

analysis, the Directors have a reasonable

expectation that the Company will be

able to continue in operation and meet its

liabilities as they fall due over the period to

March 2025.

The Board has determined that the three-

year period to March 2025 is an appropriate

period over which to provide its viability

statement because the Board’s financial

planning horizon covers a three-year period.

In making their assessment, the Directors

have taken account of the Group’s £10m

three-year revolving credit facility (which

allows extensions to 2026 on similar terms),

cash flows, dividend cover and other key

financial ratios over the period.

The covenants of the facility require a

minimum interest cover ratio of 4, and net

leverage not exceeding 2.5 times. In the

calculation of net leverage Adjusted EBITDA

excludes the impact of IFRS 16. The Group

is not expected to breach any of these

covenants in any of the scenarios run for the

viability statement.

The base scenario uses a three-year

forecast to December 2025, which assumes

achievement of MAP23 targets, with 2024

forecast continuing that strategy. The three

months to March 2025 are based directly off

the respective forecast in 2024 with inflation

applied. The MAP23 targets were built,

bottom-up during 2020 once the impact

of Covid had become clear. The strategy

focuses on investment and resource

allocation on the Flagship 4, the four brands

we consider our key drivers for organic

revenue growth. Further details of the

MAP23 plan can be found in the Strategy

section of the 2020 Annual Report.

The metrics in the base case are subject

to stress testing which involves sensitising

key assumptions underlying the forecasts

both individually and in unison. The key

sensitivity is on Adjusted EBITDA which

is the primary driver of performance in

the viability assessment. This sensitised

scenario assume that Adjusted EBITDA is

lowered by 10% in every period that the

viability statement covers.

In both the base case and sensitised

scenarios, the Group would not be required

to rely on the revolving credit facility in order

to fund its daily operations. Sensitising

the model for changes in the assumptions

and risks affirmed that the Group would

remain viable over the three-year period to

March2025.

Going concern basis of

accounting

In accordance with provision 30 of the

UK Corporate Governance Code 2018,

the Directors’ statement as to whether

they consider it appropriate to adopt the

going concern basis of accounting in

preparing the financial statements and their

identification of any material uncertainties,

including the principal risks outlined above,

to the Group’s ability to continue to do so

over a period of at least twelve months

from the date of approval of the financial

statements and for the foreseeable future,

being the period as discussed in the viability

statement above, can be found on page 40.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Section 172 Statement

Centaur is a purpose-led business and our success is dependent on the strength of our stakeholder relationships. The Board prioritises

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

process. In 2021, another year of unprecedented disruption that affected all our stakeholders, this communication was a key consideration

in making our strategic choices. The table below outlines who our key stakeholders are and how we interact with them when making key

strategic decisions, taking into consideration the factors set out in Section 172(1)(a) to (f) of the Companies Act 2006. This should be read in

conjunction with our Environmental, Social and Governance (‘ESG’) Report on pages 31 to 35.

Stakeholder

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

Investors • Formal documented investor roadshow

meetings, post results presentations

and market updates, as well as other

ad hoc investor meetings.

• Paid-for research, including video

interviews, available to all investors via

our website and distributed via press

releases and email.

• Annual General Meeting.

• Consultation prior, during and post

strategic decision making or execution.

• In October 2021, the Company held a

Capital Markets Day.

• Our investors are integral to

monitoring and safeguarding the

governance of the Group and

increasing shareholder value is

one of our major focus areas.

• We work to ensure that

our investors and their

representatives have a good

understanding of, and are

supportive of, our strategy,

business model, opportunity,

culture and approach to ESG.

• Strategy and business

model.

• Long-term share value

growth.

• Sustainable dividend

policy.

• Financial stability and

culture.

• An engaged and

proactive Board who

take investors’ views

into account in decision

making.

• ESG.

Customers • Every day we interact with a wide

variety of existing and potential

customers. This is with a view to

understanding customer requirements/

feedback, to manage their expectations

and to generate long-term profitable

revenue.

• Our purpose is to advise, inform

and connect our customers to

help them achieve their goals.

To ensure our customers are

satisfied with our offering and

continue to provide repeatable

and recurring revenues, it is

vital that we obtain feedback to

understand their requirements

and adapt our offering to their

needs.

• The customer experience

and overall customer

satisfaction.

• A provider that listens

and adapts products to

customers’ needs.

• Innovative products

which deliver enhanced

value to customers.

www.centaurmedia.com

STRATEGIC REPORT

Stakeholder

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

Employees • DICE (Diversity, Inclusion, Culture and

Engagement) was established in 2019

so that all employees have a voice, and

their views are considered. (More detail

of the work undertaken by DICE in

2021 is provided in the ESG report.)

• Bi-monthly Executive Committee

meetings, monthly senior leadership

meetings and regular team meetings

held virtually during 2021.

• Monthly Senior Leaders forums

to formulate operational business

improvement initiatives.

• Xeim and The Lawyer held Town Halls,

to which all Centaur employees are

invited.

• Since the move to working from

home, we have held virtual monthly

All Business Q&A sessions, with all

employees able to participate and ask

questions of senior leaders.

• A weekly online sense check

questionnaire ‘Engage’ which measures

employees’ motivation and levels of

engagement. Line managers have

access to quarterly Engage scores

to facilitate plans to support team

members.

• There have been several ad hoc

surveys in 2021 related to working from

home, equipment and return to the

office. Employment surveys have also

been sent out by DICE.

• Annual appraisals and increased focus

on ensuring that all employees had

objectives set at the beginning of 2021.

• All employees received a bonus as a

thank you for their commitment and

efforts during 2021.

• Our diverse workforce of 271

employees (at 31 December

2021) is our most important

asset and our success depends

on their commitment and job

fulfilment. It is vital to ensure that

we take their needs into account

in our strategic decision making.

• To ensure that communication is

clear and understood throughout

the Company, so all employees

understand the purpose and

objectives of Centaur.

• The Company is working hard to

drive its status as a destination

employer by creating the right

environment and culture.

• Opportunities for career

development and

progression.

• Agile working patterns.

• An understanding

management team who

listens to employees and

are considerate of their

views and values.

• Opportunity to share

ideas and make a

difference.

• Diversity and inclusion

• Centaur’s ESG

commitments.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Section 172 Statement

CONTINUED

Stakeholder

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

Strategic

suppliers

• Meetings with suppliers as appropriate,

together with negotiations on the terms

and conditions of supply.

• Strategic suppliers underpin

several key business operations.

Strategic decisions consider the

impact on these suppliers, in

terms of capability, scale, value

for money and risk.

• To ensure that Centaur

can comply with agreed

terms and conditions.

• The values of our

suppliers and their high

standards of business

conduct.

• Innovation and product

development.

Community • The Company supports local

communities and charitable

organisations through direct fundraising

and donations. This was difficult to

achieve with the ongoing pandemic, but

during 2021 the Company supported

The Trussell Trust as its nominated

charity.

• To be a good corporate citizen

and give back to the communities

and charities that are important

to our employees and to the

Company.

• Inclusion of employee

sentiment and what is

important to them.

Government

and

regulators

• The Board’s intention is to behave

responsibly and comply with all

applicable laws and regulations to

ensure that the business operates

with integrity, transparency and

accountability, and acts with high

standards and good governance.

• In doing so, we believe we will

achieve our long-term business

strategy and develop our

reputation further in our sector.

• To ensure that the

business operates in a

legal and transparent

manner, in compliance

with the spirit of all

applicable laws and

regulations.

www.centaurmedia.com

STRATEGIC REPORT

Stakeholder engagement case study

Stakeholder Ongoing Covid response

Overview The business implications of Covid were fast moving and, at times, extremely uncertain. The Board

discussed the Group’s response and the impact on stakeholders. Our governance structure provided a

stable foundation from which we could respond to the changing situation, led by our Executive Committee.

Investors Continuing strong financial governance;

Focus on future financial security of Centaur;

Resumption of dividend.

Customers Moved face-to-face training on-line;

Created new Covid and working from home related content;

Launched and trialled new titles and formats;

Extended credit terms if needed.

Employees Provided equipment to safely work from home;

Continued online training;

Maintained high level of staff communications;

Maintained high level of mental health support;

Online social activities took place while still in lockdown.

Strategic Suppliers Ensured that all suppliers were paid on time.

Communities Charity fund raising;

Donations to charities and local foodbanks.

Government and

regulators

Complied with all government regulation regarding guidance on home-working;

Repaid VAT deferred from 2020.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Environmental, Social and Governance

Environmental

Environment and climate change

– our impact on the environment

Climate change remains one of the greatest

challenges of our times and every company,

irrespective of their size or impact, is required

to play its part in minimising its environmental

footprint. The Group actively seeks to

minimise adverse environmental impacts and

to promote good environmental practices

wherever possible. During 2021, the vast

majority of our services and revenues were

delivered digitally or virtually with only a small

percentage being generated from physical

events. The Company has introduced an

Environmental and CSR Policy which was

approved by the Board and can be found at

www.centaurmedia.com.

The Task Force on Climate-

related Financial Disclosures

(‘TCFD’)

The FCA introduced requirements for

premium-listed companies to report

against the Task Force on Climate-

related Disclosures (‘TCFD’) framework

on a comply or explain basis as set out

in Listing Rule 9.8.6R for years starting

on or after 1 January 2021. TCFD is a

reporting framework that consists of a

list of recommendations for companies

to consider, with the aim to improve and

increase the reporting of climate-related

financial information.

Governance

The Board of Directors together with the

Executive Committee is responsible for

the oversight of climate-related risks and

opportunities impacting the Group. DICE, its

workforce advisory board, encourages staff

initiatives which support our environmental

aims. Centaur, as a provider of B2B

information, events (primarily digital) and

specialist consultancy means that our

impact on the environment is less significant

than that of businesses operating in many

other sectors.

Our primary emissions relate to the

rental of our London WeWork office and

environmental impact was an important

element for the Board in our office choice.

WeWork has targets as follows:

• Renewable electricity – sourcing

100% renewable electricity by 2025

and offsetting Scope 1 emissions to

become operationally carbon neutral

the same year;

• Sustainable, efficient operations –

reducing energy and water use by 20%

by 2025 (from a 2019 baseline) and

reducing annual waste to 10kg per

member per year;

• Zero plastics – Eliminating single-

use disposable plastics from daily

operations globally through the WeWork

Zero Plastics Plan launched in 2018;

• Sustainable finishes – using sustainable,

healthy finishes standards, including

CVOC content and emissions limits,

eliminating high risk toxic ingredients,

and sourcing recycled fibres for textiles

and cushions, and FSC certified wood

where possible; and

• Ethical supply chains – ensuring

supply chain partners meet WeWork

standards across ethics, safe working

environments, labour and human rights,

and environment, as established by their

Vendor Code of Conduct published

in 2020.

WeWork also promotes wellbeing and

social impact through regular community

led events many of which have been held

virtually in 2021. (source: Sustainability at

WeWork 2021 Member and Enterprise

Client overview).

Our other office located in New York is small

and is also a WeWork office.

Strategy

Centaur recognises that being a responsible

and sustainable business is essential to

our success. We are also aware that key

components of sustainability are our people

and our approach to the wider community.

However, the Board believe that the actual

and potential impacts of climate-related

risks and opportunities on the organisation’s

business, strategy, and financial planning

are not material.

Outside our own practices, we are also

cognisant of the indirect environmental

impact of our supply chain and aim to

ensure that all our major suppliers are

environmentally responsible. For example,

our main paper and print supplier holds the

ISO 14001 (environmental management)

accreditation and is certified by the Forest

Stewardship Council and Programme for

the Endorsement of Forestry Certification.

During 2022 the Board will look at how

Centaur can achieve Net Zero carbon and in

what timescale. Currently WeWork has set

a target to be powered by 100% renewable

electricity by 2025 and offset Scope 1

emissions with an aim to be operationally

carbon neutral by 2025.

Risk Management

The Executive Committee and Audit

Committee evaluate the risks within the

business. Centaur, as a provider of B2B

information, online training, events (primarily

digital) and specialist consultancy means

that our impact on the environment is less

significant than that of businesses operating

in many other sectors.

Details of our principal risks are set out on

pages 22 to 25.

www.centaurmedia.com

STRATEGIC REPORT

Metrics and Targets

Detail on our Scope 1 and 2 GHG

emissions are set out below.

To help mitigate the impact of our

greenhouse gas emissions DICE launched

a scheme investing in a new carbon

capture project to help mitigate the impact

of our greenhouse gas emissions through

carbon offsetting, with the United Nations

(Eastbourne) tri-species tree MVULE project

in Uganda.

There is a specific workstream within DICE

which will focus on initiatives to encourage

colleagues to be aware of and reduce their

personal carbon footprints in 2022.

Centaur also encourages staff to implement

good environmental practices by providing

environmentally favourable employee

benefits and rewards including a ‘cycle-to-

work’ scheme.

The move to homeworking as a result of

the pandemic helped us decrease our

environmental impact further, reducing

work-related travel and printing and with a

greater proportion of our services delivered

virtually. Having consulted heavily with its

staff about their preferred ways of working

throughout the pandemic, Centaur will

embrace a hybrid working model involving a

mix of working from the office and working

from home for all employees. The majority

of colleagues will spend two to three days

per week in the office going forward.

Similarly, as we expand in our digital

capabilities and products, we have

significantly reduced the use of consumable

items such as paper and plastic.

Emissions

We continue to measure our carbon footprint by monitoring our energy usage and we are pleased to confirm that we are compliant with the

EU Energy Efficiency Directive ‘Energy Saving Opportunity Scheme’ (‘ESOS’).

The greenhouse gas (‘GHG’) emissions from our operations during the year are set out below.

Emissions from:

2021

Tonnes CO

2020

Tonnes CO

Scope 1 (gas, fuel and car mileage) 12 19

Scope 2 (electricity and steam) 38 51

Total GHG emissions 50 70

Average number of employees 264 282

Emissions per employee 0.19 0.25

The 2020 figures have been restated to exclude discontinued operations so that the figures above are on a like for like basis.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Environmental, Social and Governance

CONTINUED

Social

Our people – talent development

Our people are our most important asset

and are crucial to our success. Having the

right people with the right skills at all levels

in our organisation is critical to building a

quality, sustainable business and delivering

our strategy. Our culture is characterised

as customer focused, commercial, diverse,

grounded and innovative with a Can do,

Will do, Now! attitude. Accordingly, career

development is a priority.

Our people – training

All Senior Leaders have attended

workshops to enable them to manage and

maximise hybrid working and group and

personal coaching sessions have been

offered to colleagues to provide ongoing

support during the pandemic and returning

to the office. Specific training programmes

have been aimed at Content staff and Sales

Leaders.

During the year there has been mandatory

training for all staff on Security, GDPR

and Anti-Bribery and Corruption along

with coaching of 36 members of staff on

management skills, training for 10 maternity

buddies, mentoring training and other

individual role specific training sessions.

As well as developing the skills of our

employees, the Board recognises the

importance of instilling Centaur’s values

in the culture of the Company and the

necessity for high standards of business

conduct across the breadth of the Group; it

is integral to delivering on our strategy.

These values and standards are cascaded

to the business from the Executive

Directors, through the Executive Committee

and the senior leadership team, to

employees. This is done through weekly

staff updates, Q&A sessions, business unit

Town Hall meetings and other formal and

informal methods of communication.

Employee engagement – DICE

in action (Diversity, Inclusion,

Culture and Engagement)

DICE was formed during 2019 with the

purpose of helping the business build

a more diverse, inclusive and engaged

workforce by driving positive change. DICE

comprises 11 employees from across the

Group and is led by one of the CSG. DICE

reports to the CEO, and Carol Hosey is

the Non-Executive Director sponsor of

DICE. Her role is to ensure that employee

sentiment is clearly communicated to the

Board and that our gender, diversity and

environmental ambitions are realised with

actionable plans.

During 2020 and 2021, DICE cemented its

position as a critical element in Centaur’s

continued success, playing an integral

role in supporting engagement with our

workforce during a period of significant

disruption brought about by the pandemic.

DICE made sure that everyone at Centaur

felt connected and helped to build our

community and culture. During 2021 DICE

initiatives included the following:

Diversity & Inclusivity in 2021

• Gender Diversity – publication of our

Gender Pledge;

• Transgender – policy published in

December 2021;

• Pride Month – DICE hosted a quiz to

celebrate Pride Month and raise money

for the LGBT Foundation;

• International Women’s day – held a

chaired panel session entitled ‘Women

in leadership: Achieving an equal future

in a COVID-19 world’;

• Menopause working group – formed

to focus on education and practical

support;

• Maternity returners – launch

of a buddy scheme for maternity

returners; and

• Socio Economic Diversity –

collaborated with The Social Mobility

Foundation to invest in a series of paid

internships that will offer a broad range

of journalism experience to individuals

from low income backgrounds.

Culture and Engagement in

2021

• Weekly Newsletter;

• Wellness Day – given to all staff in

August 2021 which will be repeated

in 2022;

• Feedback Forums – 1-to-1 and group

feedback sessions organised to better

understand employee sentiment and

achieve greater employee satisfaction;

• Annual employee survey;

• Volunteer day – this was organised

with the Trussell Trust;

• Virtual Coffee Mornings – helped

employees maintain social relationships

while working remotely;

• The Virtual Pub Quiz – a hit with

employees in 2020 and continued

in 2021;

• Film and Book Club – virtual film and

book club continued; and

• Virtual Events – including a Christmas

escape room event.

All DICE’s initiatives were very well received

with qualitative employee feedback

conducted across the breadth of the

business.

www.centaurmedia.com

STRATEGIC REPORT

Environmental, Social and Governance

CONTINUED

Diversity

Centaur strongly encourages diversity

across the Group and consider it an

integral element of ensuring our success

as a business. We profoundly believe that

a workforce with diverse experiences and

diverse ideas makes for a better business

and we are committed to recruiting and

promoting the most talented people

from the widest pool. To do this, we offer

apprenticeships, internships, and work

experience opportunities to young people

from all backgrounds and provide equal

opportunities for all current and prospective

employees.

To support this aim, the Group has an

Inclusion, Diversity and Equality Policy

which covers recruitment and selection,

promotion, training and development,

and standard contract terms for all staff.

DICE has been instrumental in developing

our Antiracism & Inclusivity and LGBTQ+

pledges and a Community Group forum

exists and acts as a space of openness and

inclusivity where employees can speak freely

about issues regarding race.

As at 31 December 2021, two of our six

(33%) Board members are female and two

out of our five (40%) Executive Committee

members are female. During 2021 we

launched the Centaur Strategy Group,

a small group of senior leaders in the

Company (8 male and 6 female) to deliver

and enhance our strategy.

As at 31 December 2021, 56% of our

employees are female employees and

44% are male. We proudly support flexible

working opportunities, and over 10% of staff

are employed on a part-time basis.

Gender pay

We carry out an annual analysis on gender

Pay. The report for 2021 can be found

at www.centaurmedia.com/gender-

pay-reports. Our Gender Pay Gap has

reduced between 2020 and 2021 from

35.4% to 24.7% mean and from 25.9% to

12.5%median.

Environmental, social and governance

(‘ESG’) criteria are of high importance to

younger talent when making their career

choices and are also an increasingly

significant element for investors when

making their investment decisions. DICE is

the key driver in Centaur’s environmental

and social policy and has devised

workstreams to support the business in

driving continued social and environmental

change in 2021.

The Group has a whistleblowing policy

in place enabling employees to report

any concerns about improper practices,

including relating to its environmental and

social responsibility practices.

Other initiatives

During 2021, the Board continued initiatives

to support our colleagues that were initiated

in 2020. These included:

All business Q&A sessions – these

monthly sessions took place via Teams

and gave all employees the opportunity to

hear updates from senior leaders and ask

questions on any matters of concern.

CEO ‘Kaizen’ breakfasts – following

on from 2020 when the CEO met with

every employee from the business to hear

about their experiences at Centaur, the

insights collected were used to set up

cross-company projects to address the

key matters raised. Kaizen is a business

philosophy regarding the processes that

continuously improve operations and involve

all employees.

Support during Covid

We provided:

• Access to Unum ‘Lifeworks’, an

employee assistance programme

providing counselling, support with

Covid, managing finances, assistance

with legal matters, and mental health

support services as well as giving

access to virtual GP appointments free

of charge.

• Five mental health first-aiders

were trained who employees can

confidentially engage with regarding

any issues they may have. This was

supplemented with a variety of webinars

and initiatives to support those coping

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Xeim Masters Lunch

with change and uncertainty, building

resilience and working from home

effectively.

• Access to NABS, which is a support

organisation for the advertising and

media industry, was also made available

to employees.

Having seen, first-hand, the benefits of

these initiatives, as well as listening to

employee feedback, the Board will be

maintaining these practices going forward.

Health and safety

We are committed to the safety of our staff

and, while the nature of the business and

our WeWork serviced offices make risk of

work-based accidents relatively low, the

Group takes its responsibilities for the health

and safety of its employees seriously. We

have a detailed health and safety policy

outlining the responsibilities of our staff to

ensure workplace safety and our Health

and Safety Committee, which is responsible

for overseeing the application of this Policy,

meets every six months and reports directly

to the Board.

In normal circumstances, our Office Manager

is responsible for maintaining a safe

environment for employees at our WeWork

offices and an accident book is available

to all staff in reception. We also periodically

carry out internal health and safety reviews,

taking follow up action to maintain standards

where necessary, and undertake staff training

in relation to fire

safety. To minimise risk to

the health and safety of our employees in the

event of a major disaster or emergency, our

business continuity plan is regularly revised

and tested.

While employees spent most of 2021

working from home due to the Covid

pandemic, our Health and Safety

Committee continued to operate and we

sent surveys to employees to ensure they

had the right equipment to work safely and

comfortably from their homes. Based on the

responses, we supplied employees with the

necessary furniture and IT equipment, to

ensure they could work from home in a safe

and healthy way.

Anti-slavery and human

trafficking policy

We implemented the provisions of the

UK Modern Slavery Act 2015 in 2016

and adopted an anti-slavery and human

trafficking policy. Our Slavery and Human

Trafficking Statement is published on our

website in March each year.

Community

The Group supports local communities

and charitable organisations through direct

fundraising, donation and pro-bono work. In

2021 we made donations to Beat, an eating

disorders charity (£1,400), The Calm Zone,

a campaign against living miserably (£4,000

paid after the end of the year), Young Minds,

who support young people’s mental health

(£4,000), and Mvule Project for Carbon

Capture in Uganda (£5,000).

In 2022 the Group will support Shooting

Star Children’s Hospices and The Trussell

Trust, an organisation that aids a nationwide

network of food banks to provide

emergency food and support to people

locked in poverty.

In 2020, donations were made to The

Waterloo Foodbank. These donations

comprised employee contributions and

a Group contribution of £2,000 made by

Centaur after the end of the financial year.

The Group also offers each employee a paid

day off to spend volunteering for a not-for-

profit cause or charity of their choice. We

also operate a Give-As-You-Earn scheme

through the payroll and offer employees the

option to undertake Volunteer Days.

Governance

Details on Governance are set out in the

Corporate Governance Report starting on

page 41.

The Strategic Report was approved by the

Board of Directors and signed by order of

the Board.

Helen Silver

Company Secretary

15 March 2022

www.centaurmedia.com

STRATEGIC REPORT

COLIN JONES

Chair

SWAGATAM MUKERJI

Chief Executive

SIMON LONGFIELD

Chief Financial Officer

WILLIAM ECCLESHARE

Senior Independent Director

CAROL HOSEY

Non-Executive Director

LESLIEANN REED

Non-Executive Director

Colin joined Centaur in September 2018

and became Chair from June 2019. Prior to

June 2018, Colin was CFO of Euromoney

Institutional Investor PLC (‘Euromoney’),

where he worked in leadership roles in

the UK and US for 22 years. He is also an

independent non-executive director, and

audit committee chair, at M&C Saatchi Plc,

and a non-executive director and trustee

of the Finance & Commercial Committee at

City Lit, London’s leading adult education

college. During his time at Euromoney,

Colin was instrumental in its transformation

from its traditional media roots to a global,

B2B digital information services group. He

also has extensive M&A expertise through

Euromoney’s many successful transactions.

Before joining Euromoney, Colin was a

Director at Price Waterhouse Europe, where

he qualified as a Chartered Accountant.

Chair of the Nomination Committee and

member of the Remuneration Committee.

Swag joined Centaur in July 2016 and has

previously held senior international general

management and commercial financial

positions with several blue chip FMCG

companies, including United Biscuits plc,

Diageo plc and Virgin, where he operated

as a value creator, trouble-shooter and

change agent. As Group Finance Director

of Biocompatibles International plc, he led

the commercialisation and growth of the

company and ran the product licensing

division increasing the share price fourfold

in a falling market. Since then, he has been

a C-suite director of three private equity

backed businesses in a variety of sectors

with the common themes of strategy

refresh and shareholder value growth. He

has also led a substantial number of M&A

transactions and multi-lender refinancings.

Swag qualified as a Chartered Accountant

at PricewaterhouseCoopers LLP and is a

Warwick MBA.

Simon joined Centaur in November 2019.

He spent the previous 10 years as CFO

of BMI Research, a leading provider of

macroeconomic, industry and financial

market analysis, which was acquired by

Fitch Group in 2014. During his time at BMI

Research revenues more than doubled as

the company expanded internationally with

Simon’s support. Prior to this, Simon was

CFO of Newfound, an AIM-listed property

and leisure group. Simon began his career

at PricewaterhouseCoopers LLP where he

qualified as a Chartered Accountant and

worked in London and Australia.

William joined Centaur in July 2016. William

is Executive Vice Chairman of Clear Channel

Outdoor (NYSE) having served as CEO

until the end of 2021. He served as a non-

executive director of Hays plc from 2004–

2014, has been a board member of the

Donmar Warehouse Theatre since 2013 and

is the Senior independent non-executive

director of Britvic plc. William was a Partner

and Leader of European Branding Practice

at McKinsey & Co. He has previously served

in international leadership roles at major

advertising agencies, including as European

Chairman and CEO of BBDO (Omnicom);

European Chairman of Young and Rubicam

(WPP Group); Global Strategic Planning

Director of J. Walter Thompson Worldwide

(WPP Group); and CEO of PPGH/JWT

Amsterdam.

Member of the Audit, Remuneration and

Nomination Committees.

Carol joined Centaur on 5 February

2020. Carol has extensive remuneration

experience at executive and board level

and has spent over 20 years in senior HR

roles, latterly as the Group HR Director for

Mace Ltd, the international consultancy and

construction group and Mitie Group plc.

Chair of the Remuneration Committee

and member of the Audit and Nomination

Committees. She is also the Non-

Executive Director sponsor of Centaur’s

workforce advisory panel known as DICE.

Leslie-Ann joined Centaur on 1 March

2020 and became Chair of Centaur’s Audit

Committee when Robert Boyle retired from

the Board on 31 March 2020. Leslie-Ann

is an experienced non-executive director

and chairs the audit committees at Learning

Technologies Group plc and Induction

Healthcare Group PLC. She is also chair of

the audit committee and senior independent

non-executive director of Bloomsbury

Publishing Plc. Leslie-Ann is a chartered

accountant and her executive roles have

included CFO of the B2B publisher Metal

Bulletin plc and the online auctioneer Go

Industry plc.

Chair of the Audit Committee and

member of the Nomination and

Remuneration Committees.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Board of Directors

COLIN JONES

Chair

SWAGATAM MUKERJI

Chief Executive

SIMON LONGFIELD

Chief Financial Officer

WILLIAM ECCLESHARE

Senior Independent Director

CAROL HOSEY

Non-Executive Director

LESLIEANN REED

Non-Executive Director

Colin joined Centaur in September 2018

and became Chair from June 2019. Prior to

June 2018, Colin was CFO of Euromoney

Institutional Investor PLC (‘Euromoney’),

where he worked in leadership roles in

the UK and US for 22 years. He is also an

independent non-executive director, and

audit committee chair, at M&C Saatchi Plc,

and a non-executive director and trustee

of the Finance & Commercial Committee at

City Lit, London’s leading adult education

college. During his time at Euromoney,

Colin was instrumental in its transformation

from its traditional media roots to a global,

B2B digital information services group. He

also has extensive M&A expertise through

Euromoney’s many successful transactions.

Before joining Euromoney, Colin was a

Director at Price Waterhouse Europe, where

he qualified as a Chartered Accountant.

Chair of the Nomination Committee and

member of the Remuneration Committee.

Swag joined Centaur in July 2016 and has

previously held senior international general

management and commercial financial

positions with several blue chip FMCG

companies, including United Biscuits plc,

Diageo plc and Virgin, where he operated

as a value creator, trouble-shooter and

change agent. As Group Finance Director

of Biocompatibles International plc, he led

the commercialisation and growth of the

company and ran the product licensing

division increasing the share price fourfold

in a falling market. Since then, he has been

a C-suite director of three private equity

backed businesses in a variety of sectors

with the common themes of strategy

refresh and shareholder value growth. He

has also led a substantial number of M&A

transactions and multi-lender refinancings.

Swag qualified as a Chartered Accountant

at PricewaterhouseCoopers LLP and is a

Warwick MBA.

Simon joined Centaur in November 2019.

He spent the previous 10 years as CFO

of BMI Research, a leading provider of

macroeconomic, industry and financial

market analysis, which was acquired by

Fitch Group in 2014. During his time at BMI

Research revenues more than doubled as

the company expanded internationally with

Simon’s support. Prior to this, Simon was

CFO of Newfound, an AIM-listed property

and leisure group. Simon began his career

at PricewaterhouseCoopers LLP where he

qualified as a Chartered Accountant and

worked in London and Australia.

William joined Centaur in July 2016. William

is Executive Vice Chairman of Clear Channel

Outdoor (NYSE) having served as CEO

until the end of 2021. He served as a non-

executive director of Hays plc from 2004–

2014, has been a board member of the

Donmar Warehouse Theatre since 2013 and

is the Senior independent non-executive

director of Britvic plc. William was a Partner

and Leader of European Branding Practice

at McKinsey & Co. He has previously served

in international leadership roles at major

advertising agencies, including as European

Chairman and CEO of BBDO (Omnicom);

European Chairman of Young and Rubicam

(WPP Group); Global Strategic Planning

Director of J. Walter Thompson Worldwide

(WPP Group); and CEO of PPGH/JWT

Amsterdam.

Member of the Audit, Remuneration and

Nomination Committees.

Carol joined Centaur on 5 February

2020. Carol has extensive remuneration

experience at executive and board level

and has spent over 20 years in senior HR

roles, latterly as the Group HR Director for

Mace Ltd, the international consultancy and

construction group and Mitie Group plc.

Chair of the Remuneration Committee

and member of the Audit and Nomination

Committees. She is also the Non-

Executive Director sponsor of Centaur’s

workforce advisory panel known as DICE.

Leslie-Ann joined Centaur on 1 March

2020 and became Chair of Centaur’s Audit

Committee when Robert Boyle retired from

the Board on 31 March 2020. Leslie-Ann

is an experienced non-executive director

and chairs the audit committees at Learning

Technologies Group plc and Induction

Healthcare Group PLC. She is also chair of

the audit committee and senior independent

non-executive director of Bloomsbury

Publishing Plc. Leslie-Ann is a chartered

accountant and her executive roles have

included CFO of the B2B publisher Metal

Bulletin plc and the online auctioneer Go

Industry plc.

Chair of the Audit Committee and

member of the Nomination and

Remuneration Committees.

www.centaurmedia.com

GOVERNANCE REPORT

Executive Committee

STEVE NEWBOLD

Group Managing Director

Xeim

JANE WILKINSON

Managing Director

The Lawyer

JACQUIE MACKENZIE

Chief People Officer

Steve is the Group Managing Director of

Xeim. He is responsible for all the brands

and services in the Xeim marketing

division including Econsultancy, Influencer

Intelligence and the highly successful

MW Mini MBA series. Steve has extensive

experience in running content-led,

multi-channel portfolios in both B2B and

consumer sectors. He has played a key role

at Centaur in accelerating the growth of the

Company’s digital information products,

marketing solutions, operations and training

services for customers. Prior to joining

Centaur in 2015 Steve held Managing

Director roles at WGSN, i2i Events, Emap

Communications (now Ascential) and Emap

Consumer Media (now Bauer).

Jane is Managing Director of The Lawyer.

She joined Centaur in August 2021 and

has over 25 years of industry experience,

including 18 years at B2B data and

information business Euromoney Institutional

Investor Plc, where she played a key role in

growing paid subscriptions and transitioning

the business to digital. She was responsible

for running Euromoney Learning Solutions;

Institutional Investor and Hedge Fund

Intelligence, before becoming Group Chief

Marketing Officer in 2016. Jane has worked

with subscription businesses throughout

her career, both B2C and B2B, in the

information financial services and supply

chain risk management sectors.

Jacquie is the Chief People Officer and

joined the Executive Committee in January

2020. Prior to joining Centaur in 2015,

Jacquie worked for Lloyds Banking Group,

where she undertook a number of senior HR

roles. She also spent five years working for

Lloyd’s Retail Banking Division in Customer

Experience and as Head of Engagement in

the London 2012 Sponsorship Team. Talent

and performance are critical to get right in

any business and Jacquie is particularly

interested in the role that diversity, culture

and engagement play in ensuring that

Centaur achieves its highest potential.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Directors’ Report

The Directors of Centaur

Media Plc (‘the Company’

or ‘the Group’), a company

incorporated and domiciled in

England and Wales, present

their report on the affairs of the

Group and Company together

with the audited Company

and consolidated financial

statements for the year ended

31 December 2021.

There are no significant events since the

reporting date for disclosure in the financial

statements.

Principal activities

The principal activities of the Group are the

provision of business information, training

and specialist consultancy to selected

professional and commercial markets within

the marketing and legal professions, our

two sectors. The principal activities of the

Company are those of a holding company.

Business review

The Strategic Report, incorporating the

CEO’s Review, on pages 2 to 35 sets out a

summary of the Group strategic objectives,

business model, key performance

measures, operating and financial reviews,

future developments, principal risks, S172

statement and the Environmental, Social

and Governance report.

Greenhouse gas emissions

Details of the Group’s greenhouse gas

emissions are included in the Environmental,

Social and Governance report on page 32.

Research and development

activities

The Group invests in systems and website

development activities – see note 11 to

the financial statements for the internally

generated amounts capitalised during

the year. The Group does not incur any

significant research costs.

Dividends

A final ordinary dividend under the dividend

policy in respect of the year to 31 December

2021 of 0.5p per share (2020: 0.5p) is

proposed by the Directors, and subject to

shareholder approval at the Annual General

Meeting, will be paid on 27 May 2022 to

ordinary shareholders on the register at the

close of business on 13 May 2022. The total

dividends paid to shareholders relating to

the year will therefore be 1.0p (2020: 0.5p).

Share capital and substantial shareholdings

Details of the share capital of the Company are set out in note 22 to the financial

statements. As at 31 December 2021, and 15 March 2022 (being the last practicable date

prior to publication), notifications of interests at or above 3% in the issued voting share

capital of the Company had been received from the following:

31 December

2021

15 March

2022

Harwood Capital LLP 29.72% 29.72%

Aberforth Partners LLP

†

24.36% 24.36%

Artemis Investment Management LLP 7.74% 7.74%

Herald Investment Management 6.64% 6.64%

Downing LLP 4.39% 4.39%

†

This includes Wellcome Trust Limited which is managed by Aberforth Partners LLP

At 15 March 2022 and 31 December 2021, 4,550,179 (31 December 2020: 4,550,179) 10p

ordinary shares are held in treasury, representing 3.01% (2020: 3.01%) of the issued share

capital of the Company as at 31 December 2021. As at 31 December 2021, there were

800,000 (2020: 800,000) deferred shares of 10p each which carry restricted voting rights

and carry no right to receive a dividend payment.

Directors and Directors’ interests

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

below. All Directors served from 1 January 2021 unless otherwise stated. The Board has

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

Number of

ordinary

shares held at

1 January

2021

acquired

during the

year

Number of

ordinary

shares held at

31 December

2021

Number of

ordinary

shares held at

15 March 2022

Swagatam Mukerji 397,206 6,242 403,448 404,325

Simon Longfield 72,769 – 72,769 72,769

Colin Jones 140,000 – 140,000 140,000

William Eccleshare – – – –

Carol Hosey – – – –

Leslie-Ann Reed – – – –

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

Committee Report on pages 49 to 63.

Qualifying third party indemnity provisions

By virtue of article 231 of the Articles of Association of the Company, a qualifying third-party

indemnity provision (within the meaning given by section 234 of the Companies Act 2006)

is in force at the date of this report in respect of each Director of the Company and was in

force throughout the year.

The Company has purchased appropriate insurance in respect of legal actions against

Directors and officers.

Charitable and political donations

The Group supports local communities and charitable organisations through direct

fundraising, donation and pro-bono work and details of the charitable donations it made in

2021 can be found in the community section on page 35.

No political donations were made during the year (2020: £nil).

www.centaurmedia.com

GOVERNANCE REPORT

Directors’ Report

CONTINUED

Employment policy

The Group is an equal opportunities

employer and appoints employees based on

their skill, experience and capability without

reference to age, sex, ethnic group, religious

beliefs or any other personal characteristics.

It is the Group’s policy to give full

consideration to suitable applications

for employment by disabled persons.

Opportunities also exist for employees of the

Group who become disabled to continue in

their employment or to be trained for other

positions in the Group.

The Group actively encourages employee

involvement at all levels, both through

monthly employee briefings and by direct

access to managers and the Executive

Committee. A workforce advisory panel

known as DICE was set up in 2019 and

more details can be found in the Strategic

Report on page 33. In addition, the Share

Incentive Plan as described in note 23

encourages employees’ participation in the

Group’s performance.

All employees are regularly briefed on the

financial and economic factors affecting

the Group’s performance and new

initiatives through town hall meetings and

management cascade communication.

Significant agreements

The Group’s bank facility agreement is a

significant agreement that is terminable

on a change of control of the Company.

In addition, awards under certain of the

long-term incentive plans, details of which

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

exchanged for awards of a purchaser’s

shares upon a change of control of the

Company.

Conflicts of interest

Following the implementation of legislation

on conflicts of interest, reflected in the

historical changes to the Company’s Articles

of Association, procedures are in place

to deal with such conflicts and they have

operated effectively.

Financial instruments

A statement in relation to the financial

risk management and use of financial

instruments by the Group is presented in

note 26 to the financial statements.

Information required under

the listing rules

In accordance with the UK Financial

Conduct Authority’s Listing Rules (LR

9.8.4C), the information to be included in

the Annual Report and financial statements,

where applicable, under LR 9.8.4, is set out

in this Directors’ Report, with the exception

of details of transactions with shareholders

which is set out on page 60.

Going concern

The Directors have carefully considered the

Group’s net current liability position, have

assessed the Company’s ability to continue

trading, and have a reasonable expectation

that the Company has adequate resources

to continue in operational existence for at

least twelve months from the date of this

report and for the foreseeable future, being

the period shown in the viability statement

on page 26. This includes consideration of

downside scenarios relating to the current

immediate risk from Covid. See note 1(a) of

the financial statements for further details

and page 26 for our viability statement.

Subsidiaries

Details of the subsidiaries of the Company

are shown in note 13 to the financial

statements

Compliance with the UK

Corporate Governance Code

The Directors’ Statement on Corporate

Governance in respect of the Group’s

compliance with the provisions of the UK

Corporate Governance Code is set out on

page 41.

Auditor and disclosure of

information to the Auditor

The Directors confirm that, so far as the

Directors are aware, there is no relevant

audit information of which the Company’s

auditors are unaware, and the Directors

have taken all the steps that they ought

to have taken as Directors in order to

make themselves aware of any relevant

audit information and to establish that

the Company’s auditor is aware of that

information.

This confirmation is given and should

be interpreted in accordance with the

provisions of s418 of the Companies Act

2006. The Directors’ responsibility statement

is included on page 64.

Approved by the Board of Directors and

signed by order of the Board.

Helen Silver

Company Secretary

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Directors’ Statement on

Corporate Governance

The Board is committed to

high standards of corporate

governance and supports the

UK Corporate Governance Code

published in 2018. The Board

sets out its report below on

how the Group has applied the

principles of, and complied with,

the UK Corporate Governance

Code during the year.

Compliance statement

The Company has applied the provisions

set out in the UK Corporate Governance

Code throughout the year. The Board is

committed to maintaining a structure which

establishes a sound corporate governance

framework on behalf of the Company’s

shareholders. Throughout the year, the

Group has complied with all the provisions

of the UK Corporate Governance Code

except for those set out below.

In respect of Provision 38 of the Code,

Executive Director’s pension contributions

are in line with the Remuneration Policy

approved at the AGM in 2019. Swagatam

Mukerji currently receives a pension

allowance equivalent to 9% of annual salary,

the rate at the time of his appointment in

2016. From 1 January 2023 this will be

reduced by 1% a year for 4 years to align

his pension arrangements with the general

workforce.

The Board

As at 31 December 2021, the Board had

four Non-Executive Directors and two

Executive Directors (Chief Executive and

Chief Financial Officer). Biographies for each

currently serving Director are shown on

pages 36 and 37. TheBoardendeavoursto

maintain diversity in its composition with

respect to gender, skills, knowledge and

length of service in order to ensure the

balanced and effective running of the

Company. Colin Jones is Chair of the Board

and was independent on appointment.

He leads the Board and ensures that both

Executive and Non-Executive Directors

make available sufficient time to carry out

their duties in an appropriate manner, that

all Directors receive sufficient financial and

operational information, and that there is

proper debate at Board meetings.

The Board is responsible for the leadership

of the Company and the Group, and in

discharging that responsibility it makes

decisions objectively and in the best

interests of the Group and its stakeholders.

The Section 172 Statement is set out in the

Strategic Report on pages 27 to 30. The

Board sets the vision, culture, values and

standards for the Group. The balance of the

Board, together with the advice sought from

the Executive Committee members and the

Company’s external advisors, ensures that

no one individual has unfettered powers

of decision. The Board delegates day-to-

day responsibility for the running of the

Company to the Chief Executive.

The Chair is responsible for the effective

performance of the Board through a

schedule of matters reserved for approval

by the Board (comprising issues considered

most significant to the Group in terms of

financial impact and risk) and control of the

Board agenda. The Chair conducts Board

and shareholder meetings and ensures

that all Directors are properly briefed. The

Chief Executive, supported by the Chief

Financial Officer and Executive Committee,

is responsible to the Board for running

the business and implementing strategy.

The Board reviews the performance of the

Executive Directors and the Group against

agreed budgets and against the Group’s

objectives, strategy and values.

The Senior Independent Director is William

Eccleshare, who is also a member of the

Remuneration and Nomination Committees,

and joined the Audit Committee on

3August 2021. The Company Secretary

is Helen Silver. The Company Secretary

assists the Chair in ensuring there is efficient

communication between all Directors, the

committees and senior management, as

well as the professional development of

Directors. Independent advisors including

lawyers, remuneration specialists and

external auditors are available to advise the

Non-Executive Directors at the Company’s

expense. All the Non-Executive Directors

are independent, and the Chair was

independent on appointment. Committee

meetings are held independently of Board

meetings and invitations to attend are

extended by the Committee Chair to

other Directors, the Group’s advisors and

management as appropriate. The terms

of reference of the Audit Committee,

the Nomination Committee and the

Remuneration Committee, including their

roles and the authority delegated to them by

the Board, are available on request from the

Company Secretary and will be available at

the AGM.

www.centaurmedia.com

GOVERNANCE REPORT

Directors’ Statement on

Corporate Governance

CONTINUED

Board meetings

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

Board Role

Audit

Committee

Remuneration

Committee

Nomination

Committee

Colin Jones Chair – Member Chair

William Eccleshare

Senior Independent Director Member Member Member

Carol Hosey Non-Executive Director Member Chair Member

Leslie-Ann Reed Non-Executive Director Chair Member Member

Swagatam Mukerji Chief Executive – – –

Simon Longfield Chief Financial Officer – – –

William Eccleshare joined the Audit Committee on 3 August 2021.

The number of scheduled full Board meetings and Committee meetings during the year along with attendance of Directors was as follows:

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Number of scheduled

meetings held: 6 4 4 2

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Meetings

attended

Meetings

eligible to

attend

Colin Jones 6 6 _ _ 4 4 2 2

William Eccleshare 6 6 1 1 4 4 2 2

Swagatam Mukerji 6 6 – – – – – –

Simon Longfield 6 6 – – – – – –

Carol Hosey 6 6 4 4 4 4 2 2

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

Three additional unscheduled Board meetings were held during the year.

If a Director is unable to attend a meeting

they are provided with the same level

of information as the other Directors in

advance of the meeting and given the

opportunity to express views, which will

then be shared at the meeting.

In addition to the key items identified for

discussion by the Committees above, the

Board discussed the following matters at

the Board meetings during the year:

• Review of financial performance against

budget and prior year;

• Decisions regarding the effect of Covid

on the business and employees;

• Review of dividend policy and

payments;

• Review and approval of budgets;

• Review of Group key performance

indicators;

• Approval of financial reports and

communication to shareholders and

investors; and

• Approval of the Group’s internal control

policy, including a robust assessment

of the principal and emerging risks,

corporate governance environment and

environmental issues.

Board assessment and

Directors’ performance

evaluation

The Board undertakes a formal evaluation

of its own performance and that of its

committees and individual Directors.

Individual evaluation aims to show whether

each Director continues to contribute

effectively and to demonstrate commitment

to the role (including commitment of time

for Board and Committee meetings and

other duties). Evaluations are undertaken

annually by self-assessment and the

Chair’s performance is also evaluated by

the other Non-Executive Directors at a

separate meeting for this purpose each

year. In addition, the Chief Executive is

subject to an annual performance review

with the Chair. New Directors receive an

induction programme and all the Directors

are encouraged to undertake continuous

professional development programmes as

appropriate. The Group maintains insurance

cover in respect of legal action against its

Directors.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Management structure

The Board delegates the day-to-day

running of the Company to the Executive

Directors, who in turn share the operational

running of the Group with the Executive

Committee. Throughout the year, the

Executive Committee was the primary body

implementing operational management

across the Group. The role of the Executive

Committee is to review:

• Financial performance, the budget and

forecasts;

• Human capital management and

resource allocation including capital

expenditure;

• Operational efficiency and

developments (including Group IT,

procurement and facilities);

• Product development;

• Market development;

• Business continuity planning;

• Internal and external communications;

• Business transformation and change

management; and

• Acquisition and disposal plans.

The biographies of the members of the

Executive Committee are set out on pages

36 to 38.

Relations with shareholders

The Company encourages meaningful

dialogue with all stakeholders. Shareholder

communication centres primarily on the

publication of annual reports, periodic

press releases, investor presentations,

analyst research on Centaur’s website and

trading updates. The Chair and Executive

Directors are available for discussions

with shareholders throughout the year

and particularly around the time of results

announcements. During the year, meetings

were held with major shareholders following

the preliminary results in March, the interim

results in July and most recently in October

2021 when it held a Capital Markets Day.

The Senior Independent Director is

also available should any shareholder

wish to draw any matters to his

attention. The Directors are available for

comment throughout the year and at

all General Meetings of the Company.

Centaurvaluesthe views of its shareholders

and recognises their interest in the

Company’s strategy and performance,

Board membership and quality of

management. The Group therefore has

an active programme to meet and make

presentations to its current and potential

shareholders to discuss its objectives.

More details on engagement with our

stakeholders are set out in the Section 172

Statement in the Strategic Report on pages

27 to 30.

Investors are encouraged to attend the

AGM and to participate in proceedings

formally or sharing their views with Board

members informally after the meeting. The

Chairs of the Audit, Remuneration and

Nomination Committees are available to

answer questions. Separate resolutions are

proposed on each issue so that they can

be given proper consideration and there is a

resolution to approve the annual report and

financial statements. Consistent with last

year’s AGM, shareholders will be given the

opportunity to email questions to the Board

prior to the AGM in 2022.

The Company counts all proxy votes and

indicates the level of proxies lodged on

each resolution, after it has been voted on

by a show of hands. All shareholders can

gain access to the annual reports, trading

updates, announcements, research, press

releases and other information about the

Company through the Company’s website,

www.centaurmedia.com.

Risk assessment

Risks that affect or may affect the business

are identified and assessed, and appropriate

controls and systems implemented to

ensure that the risk is managed. The

Group’s risk register is kept by the Company

Secretary with input from the Executive

Committee and Head of Legal and is

reviewed by the Audit Committee regularly

with appropriate mitigation actions also

being reported to and overseen by the

Committee.

Principal and emerging risks

The principal and emerging risks facing the

Group, with associated mitigating controls,

are detailed on pages 22 to 25 within the

Strategic Report.

Ethics

The Group carries out its business in a

fair, honest and open manner, ensuring

that it complies with all relevant laws and

regulations. The Company has specific

policies on fraud, Director conflict, bribery,

whistleblowing and slavery and human

trafficking, which are widely distributed and

compliance with these policies is monitored.

The HR team ensures that new job

opportunities are made available to existing

employees as well as to outside applicants

and that all employees are able to benefit

from training, career development and

promotion opportunities where appropriate.

The recruitment of new personnel is made

without prejudice and the Group believes in

equal opportunity and encourages diversity.

The analysis of the Group’s workforce

and Board by gender is set out in the

Environmental, Social and Governance

Report on page 34.

Through all our interactions with our

customers and partners we ensure that we

treat them fairly and openly while abiding

by the terms of contracts and relevant law.

Equally, we treat our suppliers fairly, and

do not exploit them or their employees,

including the objective of paying all suppliers

within the agreed payment terms.

Monitoring of controls

The Board has overall responsibility for the

effectiveness of the Group’s system of risk

management and internal controls, and

these are regularly monitored by the Audit

Committee.

Details of the activities of the Audit

Committee in this financial year can be

found in the Audit Committee Report on

pages 45 to 47.

www.centaurmedia.com

GOVERNANCE REPORT

Directors’ Statement on

Corporate Governance

CONTINUED

Greenhouse gas emissions

The disclosure in respect of the

greenhouse gas emissions of the Group

that are attributable to human activity in

tonnes of carbon dioxide is set out in the

Environmental, Social and Governance

Report on page 32.

Fraud

While the Group cannot guarantee to

prevent fraud, an internal control framework

is in place to reduce the likelihood of fraud

arising. The Group’s whistleblowing policy

is available to employees on the Company’s

intranet, should any employee become

aware of any incidence of fraud.

Directors’ conflicts

Group and subsidiary Directors are required

to notify their employing company of all

directorships they hold. Annual conflict of

interest disclosures require them to disclose

such directorships or other relationships,

which they or a person connected to them

may hold. These are reviewed by the Board

to assess the impact on the Company

and whether it would impair the Group’s

objectives.

Bribery Act 2010

In response to the Bribery Act 2010, the

Board performed a risk assessment across

the Group and formalised its policy to

prevent bribery. The Board has in place

processes to prevent corruption or unethical

behaviour. The policy explains what is

considered a bribe or facilitation payment,

which are prohibited, and provides guidance

over the levels of gifts, entertainment and

hospitality that are considered reasonable.

Training is mandatory for all employees.

During 2021, an online training programme

was made available to all employees. The

Group’s policy is communicated to all

appropriate third parties. The more rigorous

processes around declaring Directors’

interests and identifying potential conflicts

have improved the regular monitoring of the

Group’s policy.

Whistleblowing

The Company is committed to the highest

standards of integrity and honesty. Along

with other policies which encourage this

behaviour, the Group’s whistleblowing

policy is available to employees on the

Company’s intranet. This policy allows all

employees to disclose openly, in confidence

or anonymously, any concerns they may

have about possible improper practices,

in financial or other matters. An escalation

process has been communicated to

employees. Any matters raised will be

investigated and resolved. The Audit

Committee will be notified of any issues

raised through this process and appropriate

action taken. However, no incidents were

noted during the year.

Modern Slavery Act 2015

The Company is committed to implementing

and enforcing effective systems and

controls to ensure modern slavery is not

taking place anywhere in its business

or in any of its supply chains. The

Company’s slavery and human trafficking

statement for the purposes of section

54 of the Modern Slavery Act 2015 is

available on the Company’s website,

www.centaurmedia.com. The Group has in

place an anti-slavery and human trafficking

policy which has been made available to

employees on the Company’s intranet and is

notified to all new joiners. Training has been

provided to key employees and the policy is

communicated to suppliers and other third

parties where appropriate.

Capital structure

Information on the share capital structure is

included in the Directors’ Report on page 39.

Approved by the Board of Directors and

signed by order of the Board.

Helen Silver

Company Secretary

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Audit Committee Report

Dear Shareholder,

I am pleased to present the

report of the Audit Committee

(‘the Committee’) for the year

ended 31 December 2021.

This report details the Audit

Committee’s responsibilities and

key activities over the period.

The role of the Committee is to protect

the interests of shareholders regarding the

integrity of financial information published by

the Group and to oversee the effectiveness

of the external audit. It does this through

reviewing and reporting to the Board on

the Group’s financial reporting, internal

controls and risk management processes

and the performance, independence and

effectiveness of the external auditor.

Following the appointment of Crowe U.K.

LLP as auditor for the 2020 audit, they have

continued in office and provided their audit

report on 2021 on pages 65 to 68.

Committee composition

During the year, William Eccleshare joined

myself and Carol Hosey as members of

the Audit Committee. Our biographies are

shown on page 37. The membership of the

Committee is balanced and is considered

to contain the appropriate combination of

recent, relevant financial experience through

the Chair, as well as competence relevant

to the sector. The Executive Directors,

representatives of the external auditor and

other Group executives regularly attend

meetings at the invitation of the Committee.

The Committee met four times during the

year, with all members attending. Meetings

are held throughout the year and timed

to align with the overall financial reporting

timetable. At least once during the year,

the Committee meets separately with the

external auditor without management, and

as Chair I am in regular direct contact with

the external auditor and with the Chief

Financial Officer.

Roles and responsibilities

The main roles and responsibilities of the

Audit Committee are to:

• Monitor the integrity of the financial

statements of the Group and any

formal public announcements relating

to the Group’s financial performance,

reviewing (and approving) significant

financial reporting judgements

contained in them;

• Review and monitor the external

auditor’s independence and objectivity

and the effectiveness of the audit

process, taking into consideration

relevant UK professional and regulatory

requirements;

• Review and assess the Annual Report

in order to determine that it can advise

the Board that, taken as a whole,

the Annual Report is fair, balanced

and understandable, and provides

shareholders with the information they

need to assess the Company’s position

and performance, business model and

strategy as required by provision 27 of

the UK Corporate Governance Code;

• Make recommendations to the Board in

relation to the appointment and terms of

engagement of the external auditor and

to review and approve levels of audit

and non-audit remuneration;

• Develop and implement policy on the

engagement of the external auditor to

supply non-audit services;

• Review the effectiveness of the Group’s

internal financial control and risk

management systems including a bi-

annual review of the Group’s risk register;

• Review the Group’s financial and

operational policies and procedures

to ensure they remain effective and

relevant;

• Oversee the whistleblowing

arrangements of the Group and

to ensure they are operating

effectively; and

• Report to the Board on how it has

discharged its responsibilities.

Activities of the Committee

during the year

During the year and up until the date of this

report, the Audit Committee undertook the

following activities to ensure the integrity of

the Group’s financial statements and formal

announcements:

• Regularly met with management and

the Chief Financial Officer to discuss

the results and performance of the

business;

• Received reports from management

on the internal controls covering the

financial reporting process;

• Reviewed and agreed the external

auditor’s strategy in advance of their

audit for the year;

• Reviewed and agreed reappointment

and remuneration of the external

auditor;

• Reviewed compliance with requirements

under the UK Corporate Governance

Code, and in particular its impact on

the Strategic Report, Viability Statement

and going concern assessment;

• Discussed the report received from the

external auditor regarding their audit in

respect of the prior year, which included

comments on significant financial

reporting judgements and their findings

on internal controls;

• Reviewed and discussed with the

external auditor the results of the FRC’s

review of their 2020 audit selected by

the FRC’s Audit Quality Review team as

part of their monitoring of Public Interest

Entities;

• Met with other management personnel;

• Reviewed and discussed with

management and the Chief Financial

Officer each financial reporting

announcement made by the Group; and

• Reviewed compliance with International

Financial Reporting Standards (‘IFRS’)

www.centaurmedia.com

GOVERNANCE REPORT

Audit Committee Report

CONTINUED

The most significant financial reporting

judgements considered by the Audit

Committee and discussed with the external

auditor during the year were as follows:

Carrying value of goodwill,

intangible assets and

investments

The Audit Committee has reviewed

management’s assessment of the

recoverability of the Group’s goodwill

and intangible assets and whether there

is a need for any resulting impairment.

The recoverable amount of goodwill has

been determined through value-in-use

calculations of each cash generating unit

(‘CGU’) based on Board approved forecasts

for the first three years of the value-in-use

calculation and applying a terminal growth

rate of 2.5%.

Management’s assessment of the

recoverability of the Group’s goodwill and

intangible assets resulted in no impairment

being recognised.

At 31 December 2021 the Committee

reviewed management’s assessment of the

recoverability of the Group’s goodwill and

intangible assets. The Committee has paid

particular attention to the judgements and

assumptions used to forecast cash flows,

particularly around revenue and Adjusted

EBITDA growth rates. The Committee was

satisfied that the forecasts reflect the CGUs’

historical budgeting performance and that

reasonable sensitivities were performed,

that the value-in-use calculation reflects

management’s best estimate, and that

the booking of no impairment against any

segment is appropriate. As a result, the

Audit Committee was satisfied with the

carrying value of goodwill and intangible

assets in the Group’s balance sheet.

Further details on goodwill and the

impairment testing are included in note 10

to the financial statements.

Going concern and viability

The Audit Committee received a report

setting out the going concern review

undertaken by management which forms

the basis of the Board’s going concern

conclusion.

The Group performed in a satisfactory

manner with excellent growth in the

MW Mini MBA and resilience in premium

content billings, combined with firm control

over the Group’s fixed costs. This resulted

in a return to profitability at an adjusted

operating profit level (2020: break even).

The Group’s cash generation remained

strong with positive Adjusted EBITDA

resulting in an increase in cash to £13.1m

at the end of 2021 (2020: £8.3m).

The Committee has reviewed forecasts to

cover the twelve months from signature

date based on the Group’s MAP23

strategy with downside scenarios explored.

The Committee has also taken into

consideration the £10m revolving credit

facility with NatWest. The Committee has

concluded that the adoption of the going

concern basis is appropriate.

The Committee has also assessed the

statement in relation to the longer-term

viability of the Group and of the Group’s

principal risks to viability, including reviewing

the long-term financial projections for the

period over which the statement is made,

and reviewing qualitative and quantitative

analysis and scenario testing prepared by

management. The Committee concluded

that the statement in relation to the longer-

term viability of the Group in the Strategic

Report is appropriate.

Adjusting items

Unlike recent reporting periods, there are

no restructuring costs in the year that have

been identified as adjusting items. The only

adjusting items in 2021 therefore are the

amortisation of acquired intangible assets

and share-based payments. The Committee

is satisfied that it is appropriate to present

these items as adjusting items on the basis

that they assist the user in assessing the

core operating performance of the Group.

The Committee assesses the

appropriateness of all alternative

performance measures disclosed as

adjusting and the impact these have on the

presentation of the Group’s results and is

satisfied that they do not inappropriately

replace or obscure IFRS measures. Further

details on adjusting items are included in

notes 1(b) and 4 to the financial statements.

New accounting standards

No new accounting standards were

introduced during the year.

Risk management

The Group’s management is responsible

for the identification, assessment and

management of risk and emerging risk,

as well as for designing and operating the

system of internal control as set out in the

Strategic Report on pages 21 to 25. The

Committee has assessed management’s

identification of risk and concluded that

appropriate mitigating actions are being

taken. The auditor has also detailed certain

risks in their report and set out the work

performed to satisfy themselves that

these have been properly reflected in the

financial statements. The Committee has

worked closely with management and

received detailed information to assess the

effectiveness of internal financial control and

risk assessment and management systems,

and report on them to the Board (which

retains ultimate responsibility). Details of

financial risks are set out in note 26.

Having monitored the Group’s risk

management and internal control system,

and having reviewed the effectiveness

of material controls, including financial,

operational and compliance controls, the

Committee confirms on behalf of the Board

that it has not identified any significant

control failings or weaknesses at any

time during the year and to the date of

this report.

Risk of fraud

The Committee considered the risk of

fraudulent financial reporting in the business,

and through its review of the effectiveness

of internal controls and reporting from

management, has concluded that adequate

controls were in place during the year.

Whistleblowing

The Committee reviewed the Group’s

whistleblowing policy and is satisfied that

this has met FCA rules and good standards

of corporate governance. Further details of

the whistleblowing policy are set out within

the Directors’ Statement on Corporate

Governance on page 44.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Internal audit

The Committee considered whether it was

appropriate to appoint internal auditors

and concluded that this is not currently

required given the size of the business, its

relatively centralised operations and the

risks identified together with the mitigating

controls.

External audit

The Group’s external auditor is Crowe U.K.

LLP (‘Crowe’). The Committee monitors

the external audit process to ensure high

standards of quality and effectiveness.

This was assessed throughout the year

using a number of measures, including:

• Reviewing the quality and scope of

planning of the audit and the level

of fees;

• Monitoring the independence and

transparency of the audit; and

• Obtaining feedback from management

and the Directors on the quality

of the audit team, their business

understanding and audit approach, and

approving reappointment.

Crowe were appointed as auditor

in November 2020 following a

competitivetender.

The Audit Committee has considered the

independence and objectivity of the external

auditor through a careful review of their

terms of engagement, scope of work and

level of fees (which are shown in note 3 to

the financial statements).

The external auditor is excluded from

providing any non-audit services that

individually, or in aggregate, may impair the

independence of the auditor. Prior approval

from the Audit Committee is required for

any permitted audit related or other services

in accordance with the regulations. During

the year, Crowe provided no services to the

Group other than audit and audit-related

(interim review) services.

The external auditor’s report to the Directors

and the Audit Committee also confirmed

their independence in accordance with

auditing standards and the Committee

concurred. Should non-audit services be

required in the forthcoming year, we are

likely to use suppliers other than Crowe.

Self-assessment

During the period the Audit Committee

performed a formal, questionnaire based,

self-assessment the results of which

confirmed that the Committee continued to

function effectively.

Report to the Board

The Board has requested the Committee

to confirm that in its opinion the Board

can make the required statement that the

Annual Report taken as a whole is fair,

balanced and understandable and provides

the information necessary for shareholders

to assess the Company’s position and

performance, business model and strategy.

The Committee has given this confirmation

on the basis of its review of the whole

Annual Report, underpinned by involvement

in the planning for its preparation, review

of the processes to ensure the accuracy of

factual content and by assurances from the

Remuneration Committee.

Independent auditor

A resolution is to be proposed at the Annual

General Meeting for the re-appointment of

Crowe as auditor of the Company.

Leslie-Ann Reed

Chair of the Audit Committee

15 March 2022

www.centaurmedia.com

GOVERNANCE REPORT

Nomination Committee Report

Dear Shareholder,

I am pleased to present the

report of the Nomination

Committee for the year ended

31 December 2021. This report

details the Committee’s ongoing

responsibilities and key activities

over the period.

The Committee comprises myself and the

three independent Non-Executive Directors,

William Eccleshare (Senior Independent

Director), Carol Hosey and Leslie-Ann

Reed. Over the past 12 months, Centaur

has continued to benefit from a stable,

enthusiastic and committed Board and

this has been invaluable in ensuring a calm

and measured response to the continued

challenges of the Covid pandemic and

significant progress with executing on the

MAP23 strategy.

Nomination Committee

responsibilities

The Committee’s key responsibilities

include:

• Reviewing the Board’s structure, size

and composition;

• Reviewing the composition of Board

Committees;

• Defining the role and competencies

required for appointments to the Board;

• Managing succession planning for

all members of the Board and senior

management team;

• Identifying, nominating and reviewing

candidates for appointment to the

Board; and

• Reviewing the leadership needs of the

organisation, including Executive and

Non-Executive Directors as well as

senior management.

The appointment of Directors is a matter

for the Board, which considers the

recommendations of the Nomination

Committee. The Committee is responsible

for ensuring that the Board and the Board

Committees are properly constituted and

balanced in terms of skills, experience and

diversity. Our policy on Board diversity is

set out in the Directors’ Report above.

We have two female Board members,

representing one-third of the Board. Further

details of diversity/gender in the Company

are set out in the Environmental, Social and

Governance Statement on page 34.

Activities during the year

The main areas of focus for the Committee

during the year were a continued review

of succession planning and consideration

of Board and Executive Committee

management appointments including:

• William Eccleshare became a member

of the Audit Committee on 3 August

2021, thereby ensuring each of the

NEDs (other than the Company Chair)

sits on each of the Board Committees;

• The appointment of Jane Wilkinson to

the Executive Committee on 2 August

2021. Jane replaced Andy Baker as

Managing Director of The Lawyer and

brings deep expertise in subscription

revenue modelling and leading

businesses in times of digital and data

transformation. She is responsible for

developing The Lawyer’s customer-

centric approach and building on its

recent transition into a multi-channel

digital platform as part of Centaur’s

MAP23 strategy.

Colin Jones

Chair of the Nomination Committee

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Remuneration Committee Report

Dear Shareholder,

On behalf of the Board, I am

pleased to present the Directors’

Remuneration Report for the

year ended 31 December 2021.

Having come through an unprecedented

and particularly difficult year in 2020, it

is pleasing to see the levels of growth

achieved by the team in 2021; a year still

challenged by new variants of Covid and

pandemic related restrictions. Across the

business we have seen strong capabilities in

adapting to the new working environment,

enabling the team to continue to deliver

exceptional customer service and drive

business growth, all setting a solid

foundation for 2022.

The outstanding performance achieved this

year is reflected in the levels of variable pay

being awarded. There will be significant

payments under the Annual Bonus Plan

for the two Executive Directors and the

senior management team, and there will

be a small award for Swag Mukerji under

the 2019 LTIP. Forecast awards under the

in-flight LTIPs are looking very healthy as

the business remains on track to achieve

MAP23.

The Committee believes the Remuneration

Policy is working in a balanced manner,

rewarding performance for short-term

results and aligning Executive interests

with those of Shareholders over the long

term as strategic plans are developed and

delivered. As such, in the tri-annual review

of the Remuneration Policy, this year we

have decided to keep the key elements of

the Policy the same, albeit with some minor

updates for governance developments.

Details of the Policy can be found beginning

on page 51 and we ask for your approval

of this new Policy, which will take effect

following the AGM in May and be in place

until 2025.

We are making an exceptional salary

increase to Simon Longfield to ensure

his base salary appropriately reflects his

responsibilities and contribution to the

business since he joined Centaur at the end

of 2019. Swag Mukerji will receive a 3%

increase in his salary, which is consistent

with the lower level of salary award in the

all-employee group, where an award is

made. Both increases will take effect from

1April2022.

The 2018 UK Corporate Governance

Code states that pension provision for

Executive Directors should be consistent

with the workforce, which at Centaur is

5% of salary. The pension provision for

Simon Longfield is consistent with this

requirement. Swag Mukerji’s pension

contribution is 9% of salary, a level set at

the time of his appointment to the Board

in 2016. Swag Mukerji has agreed that his

pension contribution rate will be reduced

by 1% per annum beginning in 2023, and

it will reach the required 5% by the start of

2026. Whilst this is later than the Investment

Association’s 2022 deadline, the Committee

feels this is appropriate when considering

his contractual entitlements.

This report is in three parts: (i) this Annual

Statement; (ii) the Directors’ Remuneration

Policy Report, which sets out an updated

Remuneration Policy which is proposed for

approval by shareholders at the 2022 AGM;

and (iii) the Annual Report on Remuneration.

Committee membership and

work of the Committee during

the year

During the year, Centaur’s Remuneration

Committee comprised myself, Colin Jones,

William Eccleshare and Leslie-Ann Reed.

The Committee had four scheduled

meetings during 2021 and met one further

time. The main Committee activities during

the year (full details of which are set out in

the relevant sections of this report) included:

• Agreeing Executive Director base salary

levels from 1 April 2021;

• Agreeing the performance against the

targets for the 2020 annual bonus;

• Agreeing the targets for the 2021

annual bonus plan;

• Agreeing the award levels and

performance targets for the 2021 LTIP

awards;

• Reviewing the Company’s share dilution

capacity for LTIP awards;

• Reviewing and setting remuneration for

the Directors and senior management;

• Reviewing workforce remuneration and

alignment of workforce incentives and

rewards;

• Reviewing gender pay numbers and

disclosures and the CEO Pay Ratio

requirements; and

• Reviewing the Remuneration Policy

and agreeing the changes for the

2022 AGM.

In addition, the Committee has considered

how the Policy and practices are consistent

with the six factors set out in Provision 40 of

the UK Corporate Governance Code:

• Clarity

Our Policy (approved by shareholders

in 2019) is understood by our senior

executive team and has been clearly

articulated to our shareholders and

representative bodies (both on an

ongoing basis and when changes are

proposed).

• Simplicity

The Committee is mindful of the

need to avoid overly complex

remuneration structures which can be

misunderstood and deliver unintended

outcomes. Therefore, a key objective

of the Committee is to ensure that

our executive remuneration policies

and practices are straightforward to

communicate and operate.

• Risk

Our Policy has been designed to

ensure that inappropriate risk-taking is

discouraged and will not be rewarded

via: (i) the balanced use of annual and

long-term pay with a blend of financial,

non-financial and shareholder return

targets; (ii) the significant role played

by equity in our incentive plans; and (iii)

malus/clawback provisions.

• Predictability

Our incentive plans are subject to

individual caps, and our share plans

are subject to market standard dilution

limits.

• Proportionality

There is a clear link between individual

awards, delivery of strategy and

long-term performance. In addition,

the significant role played by

incentive/‘at-risk’ pay, together with the

structure of the Executive Directors’

service contracts, ensures that poor

performance is not rewarded.

• Alignment to culture

Our executive pay policies are aligned

to our culture through the use of metrics

in our incentive plans.

www.centaurmedia.com

GOVERNANCE REPORT

Remuneration Committee Report

CONTINUED

Implementation of the

Remuneration Policy in 2021

The Committee implemented the current

Remuneration Policy in 2021 as follows:

• Base salary levels were increased for

Executive Directors by 2% from 1 April

2021. As such, Swagatam Mukerji’s

base salary increased from £320,000

to £326,400 and Simon Longfield’s

base salary increased from £175,000 to

£178,500;

• There were no changes to pension or

benefit provision;

• A bonus plan for 2021 was agreed

for both Executive Directors providing

an opportunity equivalent to 100% of

their salary with 80% of the opportunity

based on financial objectives and

20% based on strategic and personal

objectives. The resulting performance

provides an award of 80.6% of salary

for both Directors, of which 5.6% of

salary will be awarded in shares.

• The Committee granted LTIP awards to

Swagatam Mukerji and Simon Longfield

on 25 March 2021 over shares equal

to 100% of their salaries. Performance

conditions are attached to the LTIP

awards relating to TSR, Group Adjusted

EBITDA margin and Adjusted Basic

EPS (each weighted one-third).

• In relation to the 2019 LTIP awards

granted to Swagatam Mukerji, two

of the performance criteria (Profitable

revenue growth and Group EBITDA

margin growth) have not been achieved.

However, the TSR performance criteria

has been partially met such that 80% of

one-third of the total award will vest on

3 October 2022, the third anniversary of

the grant date. Simon Longfield was not

in role at the date of grant for the 2019

LTIP awards.

Further details are presented in the Annual

Report on Remuneration.

Remuneration Policy Review

The current Remuneration Policy reaches

the end of its three-year life in 2022. The

Committee has reviewed the Policy and

concluded that it remains fit for purpose

other than to update it primarily for

governance developments in respect of the

2018 UK Corporate Governance Code. As

such, the main changes to the Policy from

that approved by shareholders in 2019 are

as follows:

• Removal of the references to the one-off

2019 Incentive Plan (a one-off incentive

plan approved by shareholders in 2019);

• Introduction of a workforce aligned

pension policy and the removal of the

15% of salary pension maximum limit

previously operated;

• Updating malus and clawback

provisions in the annual bonus and LTIP

to include reputational damage and

insolvency; and

• Introduction of post cessation

shareholding guidelines.

Given the very limited changes to the

Remuneration Policy, the Committee

concluded that it was not necessary to

consult with major shareholders and the

main shareholder representatives in advance

of the 2022 AGM.

Implementing the

Remuneration Policy for 2022

• The base salary for Swagatam Mukerji

is expected to increase on 1 April 2022

by 3% in line with the expected general

workforce increases from £326,400 to

£336,190. The base salary for Simon

Longfield is expected to increase

on 1April 2022 from £178,500 to

£200,000 to reflect his responsibilities

and contribution to the business since

he joined Centaur and market rates.

• Simon Longfield will continue to receive

a pension allowance equivalent to

5% of salary, in line with the pension

arrangements for the general workforce.

Swagatam Mukerji’s pension allowance

equivalent to 9% of salary will be

reduced by 1% of salary each year

from 1 January 2023 for four years

such that it will be 5% of salary from

1January 2026.

• The maximum annual bonus for

Executive Directors will continue to be

set at 100% of salary. The majority of

bonus potential (80%) will be measured

against financial-based targets with a

minority (20%) based on strategic and

personal objectives that includes an

ESG target. Any annual bonus greater

than 75% of salary will be awarded in

Centaur Media Plc shares and deferred

for three years; and

• LTIP awards are expected to be granted

on a basis consistent with awards

granted in prior years in terms of grant

levels (100% of salary). Performance

targets will be based one-third on

Adjusted EBITDA performance, one-

third on Adjusted Basic EPS and one-

third on relative TSR.

Shareholder consultation and

AGM approvals

At the 2022 AGM, there will be a resolution

to approve the updated Remuneration

Policy and an advisory resolution on the

Annual Statement and Annual Report

on Remuneration for the year ended

31December 2021. I hope we continue to

receive your support.

Carol Hosey

Chair of the Remuneration Committee

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Directors’ Remuneration Policy

The following section of the Directors’

Remuneration Report sets out the Directors’

Remuneration Policy (‘Policy’), which will be

presented to shareholders for approval at

the 2022 AGM. The main changes to the

Policy from that approved by shareholders

in 2019 are as follows:

• Removal of the references to the one-off

2019 Incentive Plan (a one-off incentive

plan approved by shareholders in 2019);

• Introduction of a workforce aligned

pension policy and the removal of the

15% of salary pension maximum limit

previously operated;

• Updated malus and clawback

provisions to include reputational

damage and insolvency; and

• Introduction of post cessation

shareholding guidelines.

Policy scope

The Policy applies to the Chair, Executive

Directors and Non-Executive Directors.

Policy duration

Subject to shareholder approval at the

2022 AGM, the Committee’s current

intention is that the Policy will be operated

for the next three years until the 2025

AGM. All payments to Directors during the

policy period will be consistent with the

approved policy.

Overview of Remuneration

Policy

Centaur recognises the need to attract,

retain and incentivise executives with the

appropriate skills and talent to manage and

develop the Group’s businesses, drive the

Group’s strategy and deliver shareholder

value. The main principles of the Directors’

Remuneration Policy are:

• To achieve total remuneration packages

that are competitive in the sector within

which the Group operates and with the

market in general;

• To provide an appropriate balance

between fixed and variable

remuneration which rewards high levels

of performance whilst managing risk to

the business; and

• To incentivise and retain management

and to align their interests with those of

shareholders.

Considerations of

employment conditions

elsewhere in the Group

The Committee considers the base salary

increases and remuneration policies and

practice more generally for all employees

when determining the annual salary

increases and remuneration policy for the

Executive Directors. Employees are given

the opportunity to provide feedback to

management and the Board throughout

the year on various matters, including

the Directors’ Remuneration Policy, via a

number of different communication channels

that have been established at the Company.

Consideration of shareholder

views

The Committee considers shareholder

feedback received in relation to the

Annual Report and AGM each year. This

feedback, plus any additional feedback

received during the course of the year, is

then considered as part of the Company’s

annual review of its Remuneration Policy.

In addition, the Committee will seek to

engage directly with major shareholders

and their representative bodies should any

material changes be made to the Directors’

Remuneration Policy. Details of votes for

and against the resolution to approve last

year’s Remuneration Report and the 2019

Remuneration Policy are set out in the

Annual Report on Remuneration.

Directors’ Remuneration

Policy

The table below sets out the main

components of the Remuneration Policy

which will be put to shareholders for

approval at the 2022 AGM.

Note that payments may be made under

arrangements in place under a previous

policy (including pension, other benefits and

incentives).

The remuneration offered to employees of

the Group will be adapted to reflect local

market practice and seniority.

www.centaurmedia.com

GOVERNANCE REPORT

Directors’ Remuneration Policy

CONTINUED

ELEMENT

PURPOSE AND LINK

TO STRATEGY OPERATION MAXIMUM

PERFORMANCE

TARGETS AND RECOVERY

PROVISIONS

Base salary Reflects the value

of the individual and

their role

Reflects skills and

experience over time

Provides an

appropriate level of

basic fixed income

avoiding excessive

risk arising from over

reliance on variable

income

Reviewed annually,

normally effective

1April

Paid in cash on a

monthly basis

Pensionable

Benchmarked

against companies

with similar

characteristics and

sector comparators

The Committee has not set a

maximum level of salary. Increases

will be set in the context of salary

increases amongst the wider

workforce

The Committee retains the

discretion to make increases above

this level in certain circumstances,

for example, but not limited to:

• An increase in the individual’s

scope and responsibilities

• Alignment to the

external market

• An increase to reflect an

individual’s performance

and development in the role,

e.g.where a new appointment

is recruited at a lower salary

level and is awarded stepped

increases

Not applicable

Annual

bonus

Incentivises annual

delivery of financial

and strategic goals

Maximum bonus only

payable for achieving

demanding targets

Targets reviewed

annually

Not pensionable

Deferral of any bonus

over 75% of base

salary into shares for

three years

Dividend equivalents

may be payable

on deferred share

awards

100% of salary Normally measured over a one-

year performance period

Primarily based on Group’s

annual financial performance

(majority)

Personal and/or strategic

objectives (minority)

Malus and clawback provisions

apply

Long-term

incentives

Aligns to main

strategic objectives

of delivering

profit growth and

shareholder return

Annual grant of

conditional awards or

nil cost options

A two-year holding

period post vesting

applies for LTIPs

granted after May

2019

Dividend equivalents

may be payable on

shares to the extent

awards vest

Awards capped at 100% of

salary (200% in exceptional

circumstances)

Normally a three-year

performance period

Maximum performance: up to

100% of award

Performance is based on

financial and/or share price-

based and/or strategic/ESG

measures (e.g. EPS and relative

TSR)

The Committee may alter the

weighting and targets for each

grant annually if it determines

that it is appropriate to do so

Awards vest as follows:

• Threshold performance:

up to 25% of award

• Maximum performance: up

to 100% of award

• Malus and clawback

provisions apply

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

ELEMENT

PURPOSE AND LINK

TO STRATEGY OPERATION MAXIMUM

PERFORMANCE

TARGETS AND RECOVERY

PROVISIONS

Pension Provides competitive

retirement benefits

Provides an

opportunity for

Executive Directors

to contribute to their

own retirement plan

Defined contributions

made to the

Executive Director’s

own pension plan.

Cash alternatives

may also be paid in

full or in part

Workforce aligned for the CFO

and any new Executive Director.

The CEO’s pension provision will

be workforce aligned by 1 January

2026

Not applicable

Other

benefits

Aids retention and

recruitment

Executive Directors

are provided with

private medical

insurance

Other benefits

including company

car allowance

and car parking

may be provided

if considered

appropriate by the

Committee

There is no maximum. Set at a level

which the Committee considers is

appropriate in the context of the

circumstances of the role/individual

and local market practice

Not applicable

ownership

To provide alignment

of interests between

Executive Directors

and shareholders

In employment:

50% of the net of

tax vested LTIP

shares required to

be retained until the

guideline is met

Post employment:

100% of the

in-employment

guideline (or actual

shareholding if

lower) for two years

post cessation

of employment

excluding: (i) own

shares purchased;

and (ii) shares vesting

from any share

award granted prior

to the 2022 AGM

200% of salary Not applicable

Notes

1. The Annual Report on Remuneration sets out how the Company implemented the Policy in 2021 and how it will apply the new Policy in 2022.

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

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

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

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

pay. All bonus schemes are discretionary.

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

should be appropriately challenging and primarily tied to financial measures.

4. The EBITDA, EPS and TSR performance conditions applicable to the 2021 LTIP awards were selected by the Committee on the basis

that they are consistent with rewarding the delivery of long-term returns to shareholders and the Group’s financial growth.

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

6. Post cessation guidelines will be operated via a self-certification approach during the two-year period, post cessation.

www.centaurmedia.com

GOVERNANCE REPORT

Directors’ Remuneration Policy

CONTINUED

Malus and clawback

The current malus (prior to vesting) and clawback (within 3 years of vesting) triggers include misstatement of results, error and gross

misconduct. In addition, reputational damage (or potential reputational damage, if it were made public) and insolvency event/corporate

failure will also apply to the 2022 annual bonus (and any deferred bonus award granted in 2023 in respect of a 2022 bonus) and the 2022

LTIP grant.

Reward Scenarios

Based on base salaries as at 1 April 2022, minimum, on-target (50% of incentive potential assumed) and maximum reward scenarios are

shown below. In addition, the maximum scenario assuming a 50% share price growth is also shown.

Mimimum

£370

£212

£412

£612

£712

£707

£1,043

£1,211

100%

100% 52%34% 30%

24%

33%28%

24%

33%28%

14%

52%36% 30%

24%

32%

28%

24%

32%

14%

■

Fixed Pay

■

Annual bonus

■

Long-term incentive

■

Share price growth

Chief Executive Ocer Chief Financial Ocer

On-target MaximumMaximum

with share

price growth

MimimumOn-target MaximumMaximum

with share

price growth

£1,250

£1,000

£750

£500

£250

£0

Approach to recruitment and promotions

The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s prevailing approved

remuneration policy at the time of appointment and would take into account the skills and experience of the individual, the market rate for a

candidate of that experience and the importance of securing the relevant individual.

On recruitment, salary may (but need not necessarily) be set below the normal market rate, with phased increases as the executive gains

experience. Pension provision will be aligned to that provided to the general workforce. Incentive awards would be no more than set out

in the Policy table above. In addition, on recruitment the Company may compensate for amounts foregone from a previous employer

(using Listing Rule 9.4.2 if necessary) taking into account the quantum foregone and, as far as reasonably practicable, the extent to which

performance conditions apply, the form of award and the time left to vesting.

For an internal promotion, any variable pay element awarded in respect of the prior role would be allowed to pay out according to its terms.

Any other ongoing remuneration obligations existing prior to appointment may continue, provided that they are put to shareholders for

approval at the earliest opportunity.

The Committee may agree that the Company will meet relocation, legal fees or incidental costs where appropriate.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Service contracts and loss of office payments

The current Executive Directors have service contracts which have a 12-month notice period, dated 21 September 2016 for Swagatam

Mukerji and 6 November 2019 for Simon Longfield. In respect of these service contracts, at the Board’s discretion, a payment in lieu of

any unexpired notice may be paid, comprising an amount for base salary, pension and any accrued holiday entitlement. The amount may

be paid in one lump sum or in two instalments and mitigation will be applied to the second instalment. If termination is within six months of

a change of control, a payment equal to 12 months’ salary, pension and accrued holiday pay is payable. Where the Company terminates

the contract in any other manner, any damages shall be calculated in accordance with common law principles including those relating

to mitigation of loss. Notwithstanding the above, the Company is entitled to terminate employment without compensation, damages or

payment in lieu of notice in specified circumstances (e.g. serious misconduct).

An annual incentive will normally be payable for the period of the financial year served, although it will normally be pro-rated and paid at the

normal pay-out date. Any share-based entitlements granted to an Executive Director under the Company’s share plans will be determined

based on the relevant plan rules. However, in certain prescribed circumstances, such as death, disability, retirement or other circumstances

at the discretion of the Committee, ‘good leaver’ status may be applied. For good leavers, awards will normally vest at the vesting date set

out in the relevant award, subject to the satisfaction of the relevant performance conditions at the time and reduced pro-rata to reflect the

proportion of the performance period actually served. However, the Committee has discretion to determine that awards vest at cessation of

employment or to dis-apply time pro-rating.

In addition to the above, outplacement support may be provided and legal fees or any other minor incidental costs which are considered

appropriate may be payable.

Remuneration Policy for the Chair and Non-Executive Directors

The Company Chair’s fee is determined by the Remuneration Committee (other than the Company Chair, if he sits on the Committee). The

fees for the Non-Executive Directors are set by the Board, excluding the Non-Executive Directors. The table summarises the key aspects of

the Remuneration Policy for the Chair and Non-Executive Directors:

ELEMENT

PURPOSE AND LINK

TO STRATEGY OPERATION MAXIMUM

PERFORMANCE

TARGETS AND RECOVERY

PROVISIONS

Chair and

Non-Executive

Directors fees

Reflect time

commitments and

responsibilities of each

role, in line with those

provided by similarly

sized companies

Cash fee normally paid

on a monthly basis

Reimbursement of

incidental expenses

where appropriate

Reviewed periodically

An additional amount

will be paid for chairing

a Committee or being

the Senior Independent

Director

There is no prescribed

maximum annual fee or fee

increase

The Committee and Board are

guided by the general increase

in the Non-Executive market,

but may decide to award a

lower or higher fee increase

to recognise, for example, an

increase in the scale, scope or

responsibility of the role or take

account of relevant market

movements

Not applicable

Letters of appointment

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

option for an extension for a further three-year period and provide for a notice period of three months. All of the current Non-Executive

Directors have chosen to submit to annual re-election at each AGM.

First appointed as

a Director

Current letter of

appointment

commencement date

Current letter of

appointment

expiry date

Colin Jones 1 September 2018 1 September 2021 1 September 2024

William Eccleshare 1 July 2016 1 July 2019 1 July 2022

Carol Hosey 5 February 2020 5 February 2020 5 February 2023

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

Approach to fees on recruitment

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

force at that time.

www.centaurmedia.com

GOVERNANCE REPORT

Annual Report on Remuneration

A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2022 is set out below.

Base salary

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

From

1 April 2022

From

1 April 2021

change

Swagatam Mukerji 336,190 326,400 3%

Simon Longfield 200,000 178,500 12%

Swagatam Mukerji is expected to receive a 3% salary increase from 1 April 2022 in line with the expected general workforce increase.

Simon Longfield is expected to receive a 12% salary increase from 1 April 2022 to reflect his responsibilities and contribution to the business since he joined

Centaur and market rates.

Pension and benefits

Simon Longfield will continue to receive a pension allowance equivalent to 5% of annual salary, in line with the pension arrangements for the

general workforce. Swagatam Mukerji’s pension allowance equivalent to 9% of annual salary will be reduced by 1% of salary each year from

1 January 2023 for four years such that it will be 5% of salary from 1 January 2026.

Annual bonus for 2022

The maximum bonus for Executive Directors will continue to be set at 100% of salary. The majority (80%) of bonus potential will be

measured against financial-based targets with a minority (20%) based on strategic and personal objectives. Any annual bonus greater than

75% of basic salary will be awarded in Centaur Media Plc shares and deferred for three years.

Long-term incentives for 2022

LTIP awards will be granted to Executive Directors in 2022 as follows:

• One-third will be based on Adjusted EBITDA. EBITDA thresholds and targets will be set for the year ending 31 December 2024 in line

with the Company’s long-term business plan.

• One-third will be based on Adjusted Basic EPS. The EPS target range for these awards will also be set for the year ending 31 December

2024 in line with the Company’s long-term business plan.

• One-third will be based on relative TSR measured against the constituents of the FTSE SmallCap (excluding investment trusts). 25% of

this part of the award will vest for median TSR increasing pro-rata to 100% vesting for upper quartile TSR over the three years ending

31 December 2024. In addition to the TSR performance condition, the Committee will need to be satisfied that the Company’s TSR

performance reflects the underlying financial performance of the Company for this part of an award to vest.

The performance targets for the above awards, of which the EBITDA and EPS targets are derived from the performance envisaged under the

Company’s long-term business plan, will be disclosed in next year’s Directors’ Remuneration Report, subject to any commercial sensitivity.

Fees for the Chair and Non-Executive Directors

The fees for the Chair and the Non-Executive Directors from 1 April 2022 are as follows:

From

1 April 2022

As at

1 April 2021

change

Colin Jones 103,000 100,000 3%

William Eccleshare 46,350 45,000 3%

Carol Hosey 46,350 45,000 3%

Leslie-Ann Reed 46,350 45,000 3%

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Remuneration received by Directors for the year (audited)

Directors’ remuneration for the years ended 31 December 2021 and 2020 was as follows:

Salary

and fees

Benefits

Bonus

Pension

LTIP

Total

Fixed

Total

Variable

Executive Directors

Swagatam Mukerji 2021 324,800 3,976 263,211 37,322 110,947 740,256 366,098 374,158

2020 320,000 3,881 61,867 19,783 – 405,531 343,664 61,867

Simon Longfield 2021 177,625 2,167 143,943 8,654 – 332,389 188,446 143,943

2020 175,000 – 33,833 8,750 – 217,583 183,750 33,833

Non-Executive Directors

Colin Jones

2021 100,000 – – – – 100,000 100,000 –

2020 95,000 – – – – 95,000 95,000 –

William Eccleshare

2021 44,694 – – – – 44,694 44,694 –

2020 41,586 – – – – 41,586 41,586 –

Leslie-Ann Reed

2021 45,000 – – – – 45,000 45,000 –

(appointed 1 March 2020) 2020 34,833 – – – – 34,833 34,833 –

Carol Hosey

2021 45,000 – – – – 45,000 45,000 –

(appointed 5 February 2020) 2020 39,000 – – – – 39,000 39,000 –

Former Directors

Robert Boyle 2021 – – – – – – – –

(to 31 March 2020) 2020 10,944 – – – – 10,944 10,944 –

Rebecca Miskin 2021 – – – – – – – –

(to 31 March 2020) 2020 10,944 – – – – 10,944 10,944 –

Notes:

The 2021 bonus amounts relate to bonuses earned in 2021 and payable in 2022.

The Non-Executive Directors agreed to waive 20% of their fees for 3 months between June and August 2020.

Swagatam Mukerji’s pension includes an additional payment of £8,090 that was underpaid in 2019 and 2020 due to an administration error.

The LTIP remuneration relates to the 2019 LTIP awards for which the performance period ended on 31 December 2021 and which will vest in October 2022.

Further information is shown on page 58.

Annual bonus for the year (audited)

The 2021 bonus opportunity for the CEO and CFO was set at 100% of salary. The majority (80%) of bonus potential was measured against

financial-based targets with a minority (20%) based on strategic and personal objectives.

The performance against the financial objectives for both the CEO and the CFO was as follows:

Measure

Threshold

value Target value

Threshold

opportunity

Target

opportunity

Result

value Performance

Opportunity

payable

Adjusted EBITDA

(excluding the impact of

IFRS 16) £4.03m £5.37m 30% 60% £4.70m 50.0% 45.0%

Revenue £35.37m £39.30m 0% 20% £39.08m 94.4% 18.9%

www.centaurmedia.com

GOVERNANCE REPORT

Annual Report on Remuneration

CONTINUED

The Committee reviewed and discussed the achievement against the personal objectives, as part of the year end review process, for both

the CEO and CFO, and the performance against the personal objectives, as determined by the Committee, was as follows:

Objective Executive Weighting Performance Opportunity payable

Develop strategic actions for Flagship 4 brand in

conjunction with BU MDs CEO One-third 83%

The aggregated

performance results in

a bonus equivalent to:

CEO: 16.7%

CFO: 16.7%

Continue Centaur’s cultural transformation through

empowerment and capability improvement CEO One-third 67%

Build on suite of KPIs which enable external and

internal readers to obtain insight as to how Centaur

is performing CFO One-third 50%

Develop and implement pricing and discounting

strategy for Flagship 4 CFO One-third 100%

Develop and implement an ESG plan CEO and CFO One-third each 100%

The above assessment against financial targets and strategic and personal objectives resulted in the following bonuses for 2021:

Executive

Base salary

Maximum

opportunity

(% of salary)

Performance

outcome (% of

maximum)

Bonus

outcome

Cash element

Deferred

element

Swagatam Mukerji £326,400 100% 80.6% 263,211 244,800 18,411

Simon Longfield £178,500 100% 80.6% 143,943 133,875 10,068

Vesting of 2019 LTIP awards

With respect to the LTIP awards granted to Executive Directors (Swagatam Mukerji) on 3 October 2019 which will vest on 3 October 2022,

vesting is based one-third on EBITDA, one-third on Profitable Revenue Growth and one-third on TSR for the three-year performance period

to 31 December 2021. Further details relating to these awards are provided in the table below:

Performance Condition Weighting Targets Actual Outcome

Proportion of

award to vest

Adjusted Group EBITDA

Margin Growth

One-third 0% vesting below 13.1%

100% vesting at 15.9%

Pro rata straight-line vesting between Nil and 100%

Below threshold 0%

Profitable Revenue Growth

from 2018 to 2021

One-third 0% vesting below 50% (£2.0m growth)

25% vesting – 50% = (£2.0m growth) – median

100% vesting (£4.0m growth)

Pro rata on a straight-line basis between 25% and 100%

Below threshold 0%

Relative TSR vs FTSE

SmallCap index (excluding

investment trusts)

One-third 0% vesting below median

25% vesting at median

100% vesting at upper quartile

Straight-line vesting between these points

Second quartile,

ranked 38 out of

118 companies

79.7%

Total LTIP vesting 26.6%

The EBITDA targets were set excluding the impact of IFRS 16.

The 2019 LTIP awards will therefore vest as follows:

Director

Number of

shares under

award Vesting

Number of

shares vesting

Value on

award

Value from

share price

increase

Value on

vesting

Swagatam Mukerji 758,293 26.6% 201,355 84,972 25,975 110,947

Value from share price increase based on a 42.2p share price at the time of grant of the award in October 2019, to the three-month average share price to

31December 2021 of 55.1p.

The value of shares on vesting is based on a three-month average share price to 31 December 2021 of 55.1p and will be restated next year based on the

actual share price on the date of vesting.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Grant of LTIP awards in 2021

LTIP grants were made on 25 March 2021 to Swagatam Mukerji and Simon Longfield in their roles as CEO and CFO respectively over

shares equal to 100% of salary with performance tests based on Adjusted Basic EPS, Group Adjusted EBITDA margin and relative TSR

(each weighted one-third). Details of this award are set out below:

Director Award date

Number of shares

under award Basis

Face value of

award

Performance

conditions Performance period

Swagatam Mukerji 25 March 2021 826,329 100% of

base salary

£326,000 See below 1 January 2021 to

31 December 2023

Simon Longfield 25 March 2021 451,898 100% of

base salary

£178,500 See below 1 January 2021 to

31 December 2023

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

The performance conditions for this award, including EBITDA and EPS targets derived from MAP23, are set out in three parts below:

Performance condition Weighting Measurement period Targets

% of shares which will vest if

target achieved

Adjusted Basic EPS

One-third 3 years to

31 December 2023

Threshold

25%

Max

100%

Between threshold and max Straight-line basis between

25% and 100%

Group Adjusted EBITDA margin

One-third 3 years to

31 December 2023

Threshold %

25%

Max %

100%

Between bottom and max Straight-line basis between

25% and 100%

Relative TSR vs FTSE SmallCap

index (excluding investment trusts)

at 1 January 2021

One-third 3 years to

31 December 2023

Median 25%

Upper Quartile or above 100%

Between Median and Upper

Quartile

Pro–rata on a straight–line

basis between 25% and 100%

Adjusted Basic EPS is defined as reported on the face of the Group’s Income Statement.

The performance targets for Adjusted Basic EPS and Adjusted EBITDA for the three years, derived from MAP23, are commercially sensitive and are not

disclosed. They will remain commercially sensitive during the three-year period of performance until the calculation is performed and disclosed in the 2023

Annual Report.

The TSR element will only vest if there has been sustained improvement in the Company’s underlying financial performance over the performance period.

TSR is measured over the 3-year period from 1 January 2021–31 December 2023.

Swagatam Mukerji purchased 4,161 shares during the period under the Share Incentive Plan. The Company matched these shares on a

1 for 2 basis in accordance with the Plan rules, resulting in 2,081 matching shares being awarded in the year.

Board changes and payments for loss of office (audited)

There were no Board changes or payments for loss of office during 2021.

www.centaurmedia.com

GOVERNANCE REPORT

Annual Report on Remuneration

CONTINUED

Payments to past Directors (audited)

Consistent with a long-standing arrangement, Graham Sherren, former Chief Executive Officer and Chair, was paid £3,000 during the year

(2020: £3,000) for advisory services performed.

Directors’ shareholding and share interests (audited)

The tables below set out details of Executive Directors’ outstanding share awards under LTIP schemes (which will vest in future years,

subject to performance and continued service). Under each scheme the exercise price is £nil.

31 December

2020 Granted Exercised Lapsed

31 December

2021

Date

of award

Performance

period

Exercise

period

Share price

on date of

grant

Swagatam Mukerji

2018 506,072 – – 506,072 – 06/04/18 01/01/18–

31/12/20

06/04/21–

05/10/21

50.2p

2019

758,293 – – – 758,293 03/10/19 01/01/19–

31/12/21

03/10/22–

02/04/23

42.2p

2020 960,000 – – – 960,000 30/06/20 01/01/20–

30/06/23

30/06/23–

31/12/23

25.0p

2021 – 826,329 – – 826,329 25/03/21 01/01/21–

31/12/23

25/03/24–

24/09/24

39.5p

2,224,365 826,329 – – 2,544,622

Simon Longfield

2020 525,000 – – – 525,000 30/06/20 01/01/20–

30/06/23

30/06/23–

31/12/23

25.0p

2021 – 451,898 – – 451,898 25/03/21 01/01/21–

31/12/23

25/03/24–

24/09/24

39.5p

525,000 451,898 – – 976,898

LTIPs granted in 2019 will vest at 26.6% of the maximum on 3 October 2022.

The table below sets out the number of shares held or potentially held by Directors (including their connected persons where relevant).

Interests in ordinary shares

Shareholding

guideline

achieved?

Interests

in share

schemes

31 December

2020

31 December

2021 LTIP Total

Executive

Swagatam Mukerji

397,206 403,448 No 2,544,622 2,948,070

Simon Longfield 72,769 72,769 No 976,898 1,049,667

Non-Executives

Colin Jones 140,000 140,000 N/A – 140,000

William Eccleshare – – N/A – –

Carol Hosey – – N/A – –

Leslie-Ann Reed – – N/A – –

370,227 of these interests in ordinary shares are held by Rina Mukerji.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Performance graph

The graph below shows the TSR of Centaur Media plc compared to the performance of the FTSE SmallCap index (excluding investment

trusts) over the last ten and a half years. This comparator has been chosen on the basis that it is the index against which performance for

the purpose of share awards made under the LTIP is assessed. Owing to the change to the financial year end in 2014, there was no financial

year ended 30 June 2014 and, instead, TSR performance for the 18 months ended 31 December 2014 is shown.

The graph shows the value of £100 invested in Centaur Media plc on 1 July 2011 compared with the value of £100 invested in the FTSE

SmallCap index (excluding investment trusts) at each financial period end.

100

150

200

250

350

Total Shareholder Return

Source: Refinitiv Datastream

Centaur Media

FTSE SmallCap (excluding Investment Trusts)

30 June

2011

30 June

2012

30 June

2013

31 Dec

2014

31 Dec

2015

31 Dec

2016

31 Dec

2017

31 Dec

2018

31 Dec

2019

31 Dec

2020

31 Dec

2021

History of remuneration for the CEO

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

Period ended CEO

Total

remuneration

Annual bonus

(% of max)

Long-term

incentives

(% of max)

31 December 2021 Swagatam Mukerji 740,256 81 27

31 December 2020 Swagatam Mukerji 405,531 19 0

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

70 N/A

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

63 50

31 December 2018 Andria Vidler 430,859 0 0

31 December 2017 Andria Vidler 558,526 37 0

31 December 2016 Andria Vidler 422,605 0 0

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

31 December 2014 (18-months) Andria Vidler (from 14 November 2013) 670,077 56 N/A

30 June 2013 Geoff Wilmot 514,920 0 0

30 June 2012 Geoff Wilmot 363,321

7 0

30 June 2011 Geoff Wilmot 568,673 58 0

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

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

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

Excludes £384,704 termination and contractual notice payment as detailed in the 2013 Report and Accounts.

www.centaurmedia.com

GOVERNANCE REPORT

Annual Report on Remuneration

CONTINUED

Change in remuneration of the CEO, other Directors and employees

The percentage change in remuneration between 2020 and 2021, excluding LTIP and pension contributions for the CEO, CFO, Non-

Executive Directors and for the average of all other employees in the Group was as follows:

% change 2020 v 2019 % change 2021 v 2020

Base salary

Taxable

Benefits

Annual

Bonus Base salary

Taxable

Benefits

Annual

Bonus

Executive Directors

Swagatam Mukerji

1,2

15% 6% (85%) 2% 2% 325%

Simon Longfield

2,3

0% 0% N/A 2% N/A 325%

Non-Executive Directors

Colin Jones

4,5

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

William Eccleshare

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

Carol Hosey

0% N/A N/A 15% N/A N/A

Leslie-Ann Reed

0% N/A N/A 29% N/A N/A

Employee population

(11%) (6%) (71%) 9% 55% 274%

The increase in salary for Swagatam Mukerji in 2020 reflects the uplift in salary on his appointment as CEO in September 2020.

The increase in bonuses of 325% in 2021 reflects the decrease in bonus opportunity in 2020 to 20% of the standard opportunity as a result of Covid.

Simon Longfield did not have any taxable benefits in 2020, but joined the Group’s medical insurance plan on 1 January 2021.

Included within the increase in salary for the Non-Executive Directors is a 5% impact from the 20% reduction in fees that they waived between June and

August 2020. In addition, Carol Hosey and Leslie-Ann Reed joined part way through 2020 resulting in an increase in salary year-on-year. Only William

Eccleshare received an increase in annual fees of 2.8% as at 1 April 2021.

The increase in salary for Colin Jones in 2020 reflects the full year impact of the uplift in salary on his appointment as Chair in June 2019.

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

CEO pay ratio

The tables below set out a comparison of the CEO total remuneration to the equivalent remuneration of the upper quartile, median and lower

quartile UK employees:

Year Method

25th %tile

pay ratio

Median

pay ratio

75th %tile

pay ratio

2021 Option C

24:1 17:1 10:1

2020 Option C

14:1 10:1 7:1

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

recent and readily available data for 2021 and 2020. The annualisation of employee remuneration data in the final month of the relevant year end is

considered to be representative of the relevant quartiles.

Year

Salary Total remuneration

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

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

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

Relative importance of the spend on pay

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

2021 2020 % Change

Employee remuneration costs £19.3m £17.3m 12%

Dividends paid and share repurchases £1.5m £nil N/A

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Remuneration Committee

The Remuneration Committee is responsible for monitoring, reviewing and making recommendations to the Board at least annually on

the broad policy for the remuneration of the Executive Directors, the Chair, Company Secretary and management tier below the Board.

It also determines their individual remuneration packages, including pension arrangements, bonuses and all incentive schemes and the

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

conditions across the workforce and takes this into account when considering executive remuneration. Minutes of Committee meetings are

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

External advisors

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

advice relating to executive remuneration from FIT Remuneration Consultants (‘FIT’), who were appointed by the Committee. The Committee

is satisfied that the advice received from FIT in relation to executive remuneration matters during the year under review was objective and

independent. FIT is a member of the Remuneration Consultants Group and abides by the Remuneration Consultants Group Code of

Conduct. The fees charged by FIT for the year, based on time and materials, amounted to £10,068.

Statement of shareholder voting

The voting results for the Directors’ Remuneration Policy (2019 AGM) and last year’s Directors’ Remuneration Report were as follows:

Resolution

Number of votes

for (and

percentage

of votes cast)

Number of votes

against

(and percentage

of votes cast)

Number

of votes

cast

Number

of votes

withheld

Approval of Directors’ Remuneration Policy in 2019 102,537,475

(87.8%)

14,247,400

(12.2%)

116,784,875 3,233

Approval of Directors’ Remuneration Report in 2021 102,652.540

(99.98%)

20,374

(0.02%)

102,672,914 15,000

DIRECTORS’ REMUNERATION POLICY

Approval

The Board of Directors has approved this Remuneration Committee Report, including both the Directors’ Remuneration Policy and the

Annual Report on Remuneration.

Signed on behalf of the Board of Directors

Carol Hosey

Chair of the Remuneration Committee

15 March 2022

www.centaurmedia.com

GOVERNANCE REPORT

Statement of Directors’ Responsibilities in

Respect of the Financial Statements

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

law and regulation.

Company law requires the Directors to

prepare financial statements for each

financial year. On 31 December 2020,

IFRS as adopted by the European Union

at that date was brought into UK law

and became UK-adopted International

Accounting Standards (IASs), with future

changes being subject to endorsement by

the UK Endorsement Board. Therefore, the

Directors have prepared the Group financial

statements in accordance with UK-adopted

IASs and Company financial statements

in accordance with UK-adopted IASs.

Under company law the Directors must not

approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and Company and of the profit or loss of

the Group and Company for that period.

In preparing the financial statements, the

Directors are required to:

• select suitable accounting policies and

then apply them consistently;

• state whether applicable UK-adopted

IASs have been followed for the

Group financial statements and UK-

adopted IASs have been followed for

the Company financial statements,

subject to any material departures

disclosed and explained in the financial

statements;

• make judgements and accounting

estimates that are reasonable and

prudent; and

• prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the

Group and Company will continue in

business.

The Directors are also responsible for

safeguarding the assets of the Group and

Company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Group

and Company’s transactions and disclose

with reasonable accuracy at any time

the financial position of the Group and

Company and enable them to ensure that

the financial statements and the Directors’

Remuneration Report comply with the

Companies Act 2006.

The Directors are responsible for the

maintenance and integrity of the Company’s

website. Legislation in the United Kingdom

governing the preparation and dissemination

of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the annual

report and accounts, taken as a whole,

is fair, balanced and understandable and

provides the information necessary for

shareholders to assess the Group and

Company’s position and performance,

business model and strategy.

Each of the Directors, whose names and

functions are listed in the Governance

Report confirm that, to the best of their

knowledge:

• the Company financial statements,

which have been prepared in

accordance with UK-adopted IASs,

give a true and fair view of the assets,

liabilities, financial position and result of

the Company;

• the Group financial statements, which

have been prepared in accordance with

UK-adopted IASs, give a true and fair

view of the assets, liabilities, financial

position and profit of the Group; and

• the Directors’ Report includes a

fair review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the

principal risks and uncertainties that it

faces.

In the case of each Director in office at the

date the Directors’ Report is approved:

• so far as the Director is aware, there is

no relevant audit information of which

the Group and Company’s auditors are

unaware; and

• they have taken all the steps that they

ought to have taken as a Director in

order to make themselves aware of

any relevant audit information and to

establish that the Group and Company’s

auditors are aware of that information.

By order of the Board

Helen Silver

Company Secretary

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Independent Auditor’s Report

TO THE MEMBERS OF CENTAUR MEDIA PLC

To the members of Centaur Media PLC

Opinion

We have audited the financial statements

of Centaur Media Plc (the “Company”)

and its subsidiaries (the “Group”) for the

year ended 31 December 2021 which

comprise the Consolidated statement of

comprehensive income, Consolidated and

Company statement of changes in equity,

Consolidated and Company statement

of financial position, Consolidated and

Company cash flow statement and notes

to the financial statements, including a

summary of significant accounting policies.

The financial reporting framework that

has been applied in their preparation

is applicable law and UK adopted

international accounting standards.

In our opinion, the financial statements:

• give a true and fair view of the state

of the Group’s and of the Parent

Company’s affairs as at 31 December

2021 and of the Group’s profit for the

year then ended;

• have been properly prepared in

accordance with UK adopted

international accounting standards; and

• have been prepared in accordance with

the requirements of the Companies

Act 2006.

Basis for opinion

We conducted our audit in accordance

with International Standards on Auditing

(UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards

are further described in the Auditor’s

responsibilities for the audit of the financial

statements section of our report. We are

independent of the Group in accordance

with the ethical requirements that are

relevant to our audit of the financial

statements in the UK, including the FRC’s

Ethical Standard as applied to listed public

interest entities, and we have fulfilled our

other ethical responsibilities in accordance

with these requirements. We believe that

the audit evidence we have obtained is

sufficient and appropriate to provide a basis

for our opinion.

Conclusions relating to going

concern

In auditing the financial statements, we

have concluded that the Director’s use

of the going concern basis of accounting

in the preparation of the Group and

parent Company financial statements is

appropriate. Our evaluation of the Director’s

assessment of the Group and parent

Company’s ability to continue to adopt

the going concern basis of accounting

included:

• Assessing the cash flow requirements

of the Group over the duration of the

viability statement based on budgets

and forecasts;

• Understanding what forecast

expenditure is committed and what

could be considered discretionary;

• Considering the liquidity of existing

assets on the statement of financial

position;

• Considering the terms of the finance

facilities and the amount available for

drawdown; and

• Considering potential downside

scenarios and the resultant impact on

available funds.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events or conditions

that, individually or collectively, may cast

significant doubt on the Group and Parent

Company’s ability to continue as a going

concern for a period of at least twelve

months from when the financial statements

are authorised for issue.

In relation to the Group reporting on how

they have applied the UK Corporate

Governance Code, we have nothing

material to add or draw attention to in

relation to the Directors’ statement in

the financial statements about whether

the Director’s considered it appropriate

to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities

of the Directors with respect to going

concern are described in the relevant

sections of this report.

Overview of our audit

approach

Our application of Materiality

In planning and performing our audit

we applied the concept of materiality.

An item is considered material if it could

reasonably be expected to change the

economic decisions of a user of the

financial statements. We used the concept

of materiality to both focus our testing and

to evaluate the impact of misstatements

identified.

Based on our professional judgement,

we determined overall materiality for the

Group financial statements as a whole

to be £200,000, based on a variety of

performance based metrics, including 3%

of adjusted EBITDA and 0.5% of revenue.

Materiality for the parent Company financial

statements as a whole was set at £150,000

based on a percentage of total assets.

We use a different level of materiality

(‘performance materiality’) to determine

the extent of our testing for the audit of

the financial statements. Performance

materiality is set based on the audit

materiality as adjusted for the judgements

made as to the entity risk and our

evaluation of the specific risk of each audit

area having regard to the internal control

environment. For the Group performance

materiality was set at £140,000 and

£105,000 for the parent Company.

Where considered appropriate performance

materiality may be reduced to a lower level,

such as, for related party transactions and

Directors’ remuneration.

We agreed with the Audit Committee to

report to it all identified errors in excess

of £10,000. Errors below that threshold

would also be reported to it if, in our opinion

as auditor, disclosure was required on

qualitative grounds.

Overview of the scope of our

audit

The scope of the audit work and the design

of audit tests undertaken was solely for the

purposes of forming an audit opinion on

the consolidated financial statements of the

Group. All entities included within the scope

of the consolidation were included within

the scope of our audit testing.

www.centaurmedia.com

FINANCIAL STATEMENTS

Independent Auditor’s Report

TO THE MEMBERS OF CENTAUR MEDIA PLC CONTINUED

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.

These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and

directing the efforts of the engagement team.

We identified going concern as a key audit matter and have detailed our response in the conclusions relating to going concern section

above.

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

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

Valuation of Goodwill and intangible assets (see note 10)

The Group has a significant balance of

intangible assets at 31 December 2021 and

there is a risk that it could be impaired.

The valuation of the recoverable amount

of goodwill and intangible assets has a

high degree of estimation uncertainty, with

a potential range of reasonably possible

outcomes greater than our materiality for the

financial statements as a whole.

There is significant judgement with regard

to assumptions and estimates involved in

forecasting future cash flows, which form the

basis of the assessment of the recoverability

of goodwill balances. These include forecast

revenues, operating margin, long-term growth

rates and the discount rate used.

The financial statements disclose the sensitivity

estimated by the Group.

Our procedures included:

• Assessing the Group’s budgeting review and approval procedures upon which the

cash flow forecasts are based.

• Comparing the Group’s assumptions to externally derived data in relation to

key inputs such as projected economic growth, market premium and discount

rates. To challenge the reasonableness of the assumptions we also assessed the

historical accuracy of the Group’s forecasting.

• Performing scenario-specific models including changes to, and breakeven

analysis on, the discount rate, long-term growth rates and forecast cash flows.

• Assessing whether the Group’s disclosures about the sensitivity of the outcome

of the impairment assessment to changes in key assumptions reflected the risks

inherent in the valuation of goodwill.

We found the resulting estimate of the recoverable amount of goodwill and intangible

assets to be acceptable.

Valuation of Investments in the Parent Company (see note 13)

We consider the carrying value of investments

in the Group by the Parent Company and the

risk over potential impairment to be a significant

audit risk due to the inherent uncertainty

involved in forecasting and discounting

future cash flows, which are the basis of the

assessment of recoverability.

We consider the key inputs into the impairment

model to be the approved business plans and

assumptions for the growth and discount rates.

Our procedures included:

• Assessing the Group’s budgeting review and approval procedures upon which the

cash flow forecasts are based.

• Comparing the Group’s assumptions to externally derived data in relation to

key inputs such as projected economic growth, market premium and discount

rates. To challenge the reasonableness of the assumptions we also assessed the

historical accuracy of the Group’s forecasting.

• Performing scenario-specific models including changes to, and breakeven

analysis on, the discount rate, long-term growth rates and forecast cash flows.

We found the resulting estimate of the recoverable amount of investments to be

acceptable.

Revenue recognition (see note 2)

Revenue is recognised in accordance with

the accounting policy set out in the financial

statements. We focus on the risk of material

misstatement in the recognition of revenue,

as a result of both fraud and error, because

revenue is material and is an important

determinant of the Group’s profitability, which

has a consequent impact on its share price

performance.

Our procedures included:

• Validating that revenue is recognised in accordance with the stated accounting

policies in compliance with IFRS.

• Ensuring that cut off was correctly applied across all revenue streams.

• Validating a sample of revenue items to confirm revenue was being recognised in

line with IFRS and ensuring the services were delivered within the period.

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

We concluded that revenue was reasonably stated.

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

do not provide a separate opinion on these matters.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Other information

The other information comprises the

information included in the annual report,

other than the financial statements and

our auditor’s report thereon. The directors

are responsible for the other information.

Our opinion on the financial statements

does not cover the other information and,

except to the extent otherwise explicitly

stated in our report, we do not express any

form of assurance conclusion thereon. In

connection with our audit of the financial

statements, our responsibility is to read

the other information and, in doing so,

consider whether the other information is

materially inconsistent with the financial

statements or our knowledge obtained

in the audit or otherwise appears to be

materially misstated. If we identify such

material inconsistencies or apparent

material misstatements, we are required

to determine whether there is a material

misstatement in the financial statements

or a material misstatement of the other

information. If, based on the work we

have performed, we conclude that there

is a material misstatement of the other

information, we are required to report that

fact.

We have nothing to report in this regard.

Opinions on other matters

prescribed by the Companies

Act 2006

In our opinion the part of the Directors’

remuneration report to be audited has been

properly prepared in accordance with the

Companies Act 2006.

In our opinion based on the work

undertaken in the course of our audit

• the information given in the strategic

report and the Directors’ report for the

financial year for which the financial

statements are prepared is consistent

with the financial statements and

those reports have been prepared

in accordance with applicable legal

requirements;

• the information about internal control

and risk management systems in

relation to financial reporting processes

and about share capital structures,

given in compliance with rules 7.2.5

and 7.2.6 in the Disclosure Rules and

Transparency Rules sourcebook made

by the Financial Conduct Authority

(the FCA Rules), is consistent with the

financial statements and has been

prepared in accordance with applicable

legal requirements; and

• information about the Company’s

corporate governance code and

practices and about its administrative,

management and supervisory bodies

and their committees complies with

rules 7.2.2, 7.2.3 and 7.2.7 of the

FCA Rules.

Matters on which we

are required to report by

exception

In the light of the knowledge and

understanding of the Group and the Parent

Company and its environment obtained

in the course of the audit, we have not

identified material misstatements in:

• the strategic report or the directors’

report; or

• the information about internal control

and risk management systems in

relation to financial reporting processes

and about share capital structures,

given in compliance with rules 7.2.5

and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the

following matters in relation to which the

Companies Act 2006 requires us to report

to you if, in our opinion:

• adequate accounting records have not

been kept by the Parent Company, or

returns adequate for our audit have

not been received from branches not

visited by us; or

• the Parent Company financial

statements and the part of the

Directors’ remuneration report to be

audited are not in agreement with the

accounting records and returns; or

• certain disclosures of Directors’

remuneration specified by law are not

made; or

• we have not received all the information

and explanations we require for our

audit; or

• a corporate governance statement

has not been prepared by the Parent

Company.

Corporate governance

statement

We have reviewed the Directors’ statement

in relation to going concern, longer-term

viability and that part of the Corporate

Governance Statement relating to the

Parent Company’s compliance with the

provisions of the UK Corporate Governance

Statement specified for our review by the

Listing Rules.

Based on the work undertaken as part of

our audit, we have concluded that each

of the following elements of the Corporate

Governance Statement is materially

consistent with the financial statements or

our knowledge obtained during the audit:

• Directors’ statement with regards the

appropriateness of adopting the going

concern basis of accounting and any

material uncertainties identified on

page 40;

• Directors’ explanation as to its

assessment of the Group’s prospects,

the period this assessment covers and

why they period is appropriate set out

on page 26:

• Directors’ statement on whether it

has a reasonable expectation that

the Group will be able to continue in

operation and meet its liabilities as set

out on page 26;

• Directors’ statement on fair, balanced

and understandable set out on

page 64:

• Board’s confirmation that it has carried

out a robust assessment of the

emerging and principal risks set out on

pages 21 to 25;

• The section of the annual report that

describes the review of effectiveness of

risk management and internal control

systems set out on page 46; and

• The section describing the work of

the Audit Committee set out on pages

45 to 47.

Responsibilities of the

Directors for the financial

statements

As explained more fully in the Directors’

responsibilities statement set out on page

64 the Directors are responsible for the

preparation of the financial statements and

for being satisfied that they give a true and

fair view, and for such internal control as the

Directors determine is necessary to enable

www.centaurmedia.com

FINANCIAL STATEMENTS

Independent Auditor’s Report

TO THE MEMBERS OF CENTAUR MEDIA PLC CONTINUED

the preparation of financial statements that

are free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, the

Directors are responsible for assessing the

Group and parent Company’s ability to

continue as a going concern, disclosing, as

applicable, matters related to going concern

and using the going concern basis of

accounting unless the Directors either intend

to liquidate the Group or parent Company

or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities

for the audit of the financial

statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from

material misstatement, whether due to

fraud or error, and to issue an auditor’s

report that includes our opinion.

Reasonable assurance is a high level of

assurance, but is not a guarantee that

an audit conducted in accordance with

ISAs (UK) will always detect a material

misstatement when it exists. Misstatements

can arise from fraud or error and are

considered material if, individually or in

the aggregate, they could reasonably

be expected to influence the economic

decisions of users taken on the basis of

these financial statements.

Explanation as to what

extend the audit was

considered capable of

detecting irregularities,

including fraud

Irregularities, including fraud, are instances

of non-compliance with laws and

regulations. We design procedures in line

with our responsibilities, outlined above, to

detect material misstatements in respect

of irregularities, including fraud. The extent

to which our procedures are capable of

detecting irregularities, including fraud,

is detailed below however the primary

responsibility for the prevention and

detection of fraud lies with management

and those charged with governance of the

Company.

• We obtained an understanding of

the legal and regulatory frameworks

that are applicable to the Group and

the procedures in place for ensuring

compliance. The most significant

identified were the Companies Act

2006, General Data Protection

Regulations and the UK Corporate

Governance Code. Our work

included direct enquiry of Head of

Legal, reviewing Board and relevant

committee minutes and inspection of

correspondence.

• As part of our audit planning

process we assessed the different

areas of the financial statements,

including disclosures, for the risk of

material misstatement. This included

considering the risk of fraud where

direct enquiries were made of

management and those charged with

governance concerning both whether

they had any knowledge of actual or

suspected fraud and their assessment

of the susceptibility of fraud. We

considered the risk was greater in

areas involve significant management

estimate or judgement. Based on

this assessment we designed audit

procedures to focus on the key areas

of estimate or judgement, this included

specific testing of journal transactions,

both at the year end and throughout

the year.

• We used data analytic techniques to

identify any unusual transactions or

unexpected relationships, including

considering the risk of undisclosed

related party transactions.

Owing to the inherent limitations of an audit,

there is an unavoidable risk that some

material misstatements of the financial

statements may not be detected, even

though the audit is properly planned and

performed in accordance with the ISAs

(UK).

The potential effects of inherent limitations

are particularly significant in the case of

misstatement resulting from fraud because

fraud may involve sophisticated and

carefully organised schemes designed to

conceal it, including deliberate failure to

record transactions, collusion or intentional

misrepresentations being made to us.

A further description of our responsibilities

for the audit of the financial statements

is located on the Financial Reporting

Council’s website at: www.frc.org.uk/

auditorsresponsibilities. This description

forms part of our auditor’s report.

Other matters which we are

required to address

Following the recommendation of the

audit committee, we were appointed in

November 2020 to audit the financial

statements for the year ending 31

December 2020 and subsequent financial

periods. The period of total uninterrupted

engagement is two years covering the years

ending 31 December 2020 to 2021.

The non-audit services prohibited by the

FRC’s Ethical Standard were not provided

to the Group or the Parent Company and

we remain independent of the Company in

conducting our audit.

Our audit opinion is consistent with the

additional report to the audit committee.

Use of our report

This report is made solely to the Company’s

members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken

so that we might state to the Company’s

members those matters we are required

to state to them in an auditor’s report and

for no other purpose. To the fullest extent

permitted by law, we do not accept or

assume responsibility to anyone other than

the Company and the Company’s members

as a body, for our audit work, for this report,

or for the opinions we have formed.

Matthew Stallabrass

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

55 Ludgate Hill

London

EC4M 7JW, UK

15 March 2022

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Consolidated Statement of Comprehensive Income

FOR THE YEAR ENDED 31 DECEMBER 2021

Note

Adjusted

Results

2021

£’000

Adjusting

Items

2021

£’000

Statutory

Results

2021

£’000

Adjusted

Results

2020

£’000

Adjusting

Items

2020

£’000

Statutory

Results

2020

£’000

Continuing operations

Revenue 2 39,080 – 39,080 32,419 – 32,419

Other operating income – – – 2 – 2

Net operating expenses 3 (35,848) (1,611) (37,459) (32,411) (2,315) (34,726)

Operating profit/(loss) 3,232 (1,611) 1,621 10 (2,315) (2,305)

Finance income 1 – 1 6 – 6

Finance costs 6 (261) – (261) (315) – (315)

Profit/(loss) before tax 2,972 (1,611) 1,361 (299) (2,315) (2,614)

Taxation 7 (139) 195 56 559 336 895

Profit/(loss) for the year from continuing

operations 2,833 (1,416) 1,417 260 (1,979) (1,719)

Discontinued operations

Profit/(loss) for the year from discontinued

operations after tax 8 – – – 112 (12,821) (12,709)

Profit/(loss) for the year attributable to owners

of the parent after tax 2,833 (1,416) 1,417 372 (14,800) (14,428)

Total comprehensive income/(loss) attributable

to owners of the parent 2,833 (1,416) 1,417 372 (14,800) (14,428)



Earnings/(loss) per share attributable to owners

of the parent 9

Basic from continuing operations 2.0p (1.0p) 1.0p 0.2p (1.4p) (1.2p)

Basic from discontinued operations – – – 0.1p (8.9p) (8.8p)

Basic from profit/(loss) for the year 2.0p (1.0p) 1.0p 0.3p (10.3p) (10.0p)

Fully diluted from continuing operations 1.9p (1.0p) 0.9p 0.2p (1.4p) (1.2p)

Fully diluted from discontinued operations – – – 0.1p (8.9p) (8.8p)

Fully diluted from profit/(loss) for the year 1.9p (1.0p) 0.9p 0.3p (10.3p) (10.0p)

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

The notes on pages 76 to 115 are an integral part of these consolidated financial statements.

www.centaurmedia.com

FINANCIAL STATEMENTS

Attributable to owners of the Company

 Note

capital

£’000

Own

£’000

premium

£’000

Reserve

for shares

to be

issued

£’000

Deferred

£’000

Foreign

currency

reserve

£’000

Retained

earnings

£’000

Total

equity

£’000

At 1 January 2020 15,141 (7,243) 1,101 1,770 80 127 50,040 61,016

Loss for the year and total

comprehensive loss – – – – – – (14,428) (14,428)

Currency translation adjustment – – – – – 39 – 39

Transactions with owners in their

capacity as owners:

Exercise of share awards 22, 23 – 1,341 – (749) – – (592) –

Fair value of employee services 23 – – – 543 – – – 543

Lapsed share awards 22 – – – (957) – – 957 –

As at 31 December 2020 15,141 (5,902) 1,101 607 80 166 35,977 47,170

Profit for the year and total

comprehensive income – – – – – – 1,417 1,417

Currency translation adjustment – – – – – (23) – (23)

Transactions with owners in their

capacity as owners:

Dividends 24 – – – – – – (1,450) (1,450)

Exercise of share awards 22, 23 – 431 – (493) – – (419) (481)

Fair value of employee services 23 – – – 357 – – – 357

Tax on share-based payments 14 – – – – – – 118 118

As at 31 December 2021 15,141 (5,471) 1,101 471 80 143 35,643 47,108

The notes on pages 76 to 115 are an integral part of these consolidated financial statements.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2021

Attributable to owners of the Company

 Note

capital

£’000

Own

£’000

premium

£’000

Reserve

for shares

to be

issued

£’000

Deferred

£’000

Retained

earnings

£’000

Total

equity

£’000

At 1 January 2020 15,141 (6,330) 1,101 1,770 80 15,972 27,734

Profit for the year and total

comprehensive income – – – – – 12,172 12,172

Transactions with owners in their

capacity as owners:

Transfer of treasury shares 22 – 2,195 – – – (1,591) 604

Exercise of share awards 23 – – – (749) – 246 (503)

Fair value of employee services 23 – – – 543 – – 543

Lapsed share awards 22 – – – (957) – 957 –

As at 31 December 2020 15,141 (4,135) 1,101 607 80 27,756 40,550

Loss for the year and total

comprehensive loss – – – – – (2,325) (2,325)

Transactions with owners in their

capacity as owners:

Dividends 24 – – – – – (1,450) (1,450)

Exercise of share awards 23 – – – (493) – 80 (413)

Fair value of employee services 23 – – – 357 – – 357

Tax on share-based payments 14 – – – – – 88 88

As at 31 December 2021 15,141 (4,135) 1,101 471 80 24,149 36,807

The notes on pages 76 to 115 are an integral part of these consolidated financial statements.

www.centaurmedia.com

FINANCIAL STATEMENTS

Company Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2021

Consolidated Statement of Financial Position

AS AT 31 DECEMBER 2021

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

Registered number 04948078

 Note

31 December

2021

£’000

31 December

2020

£’000

Non-current assets   

Goodwill 10 41,162 41,162

Other intangible assets 11 3,102 4,911

Property, plant and equipment 12 2,484 3,258

Deferred tax assets 14 2,488 2,449

Other receivables 15 319 515

49,555 52,295

Current assets 

Trade and other receivables 15 6,059 5,781

Cash and cash equivalents 16 13,065 8,300

Current tax assets 20 195 182

 19,319 14,263

Total assets 68,874 66,558

Current liabilities 

Trade and other payables 17 (11,405) (8,719)

Bank and other borrowings (3) (7)

Lease liabilities 18 (1,884) (1,969)

Deferred income 19 (7,846) (7,048)

(21,138) (17,743)

Net current liabilities (1,819) (3,480)

Non-current liabilities 

Lease liabilities 18 (500) (1,406)

Provisions 21 – –

Deferred tax liabilities 14 (128) (239)

(628) (1,645)

Net assets 47,108 47,170

Capital and reserves attributable to owners of the Company 

Share capital 22 15,141 15,141

Own shares (5,471) (5,902)

Share premium 1,101 1,101

Other reserves 551 687

Foreign currency reserve 143 166

Retained earnings 35,643 35,977

Total equity 47,108 47,170

The financial statements on pages 69 to 115 were approved by the Board of Directors on 15 March 2022 and were signed on its behalf by:

Simon Longfield

Chief Financial Officer

Company Statement of Financial Position

AS AT 31 DECEMBER 2021

www.centaurmedia.com

FINANCIAL STATEMENTS

Registered number 04948078

 Note

31 December

2021

£’000

31 December

2020

£’000

Non-current assets   

Investments 13 65,155 64,992

Deferred tax assets 14 190 68

Other receivables 15 1,197 237

 66,542 65,297

Current assets 

Trade and other receivables 15 161 35,717

 161 35,717

Total assets 66,703 101,014

Current liabilities 

Trade and other payables 17 (29,893) (60,457)

Bank and other borrowings (3) (7)

  (29,896) (60,464)

Net current liabilities  (29,735) (24,747)

 

Net assets  36,807 40,550

 

Capital and reserves attributable to owners of the Company 

Share capital 22 15,141 15,141

Own shares (4,135) (4,135)

Share premium 1,101 1,101

Other reserves 551 687

Retained earnings 24,149 27,756

Total equity 36,807 40,550

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its

own statement of comprehensive income in these financial statements. The Company’s loss for the year was £2,325,000 (2020: profit

of £12,172,000). Dividends of £1,450,000 were paid in the year (2020: £nil). The other movements in retained earnings are shown in the

Company’s statement of changes in equity.

The financial statements on pages 69 to 115 were approved by the Board of Directors on 15 March 2022 and were signed on its behalf by:

Simon Longfield

Chief Financial Officer

Consolidated Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER 2021

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

 Note

2021

£’000

2020

£’000

Cash flows from operating activities   

Cash generated from operations 25 9,521 2,065

Tax refund  – (9)

Net cash generated from operating activities  9,521 2,056

Cash flows from investing activities 

Directly attributable costs of disposal of subsidiaries – (85)

Proceeds from disposal of intangible assets 11 – 150

Purchase of property, plant and equipment 12 (51) (223)

Purchase of intangible assets 11 (706) (597)

Net cash flows used in investing activities (757) (755)

Cash flows from financing activities 

Purchase of own shares 22 (306) –

Loan arrangement fees 25 (107) (25)

Interest paid 25 (87) (130)

Repayment of obligations under lease arrangements 18 (2,036) (1,925)

Termination of finance lease 18 – (200)

Dividends paid to Company’s shareholders 24 (1,448) –

Net cash flows used in financing activities  (3,984) (2,280)

Net increase/(decrease) in cash and cash equivalents  4,780 (979)

Cash and cash equivalents at beginning of the year  8,300 9,274

Effects of foreign currency exchange rate changes (15) 5

Cash and cash equivalents at end of year 16 13,065 8,300

The notes on pages 76 to 115 are an integral part of these consolidated financial statements.

Company Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER 2021

www.centaurmedia.com

FINANCIAL STATEMENTS

 Note

2021

£’000

2020

£’000

Cash flows from operating activities   

Cash generated from operating activities 25 1,642 155

Cash flows from investing activities

Net cash flows used in investing activities – –

Cash flows from financing activities

Interest paid 25 (87) (130)

Loan arrangement fees 25 (107) (25)

Dividends paid to Company’s shareholders 24 (1,448) –

Net cash flows used in financing activities  (1,642) (155)

Net increase in cash and cash equivalents  – –

Cash and cash equivalents at beginning of the year  – –

Cash and cash equivalents at end of year 16 – –

The notes on pages 76 to 115 are an integral part of these consolidated financial statements.

Notes to the Financial Statements

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

1 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these consolidated and Company financial statements are set out below.

These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the

Group consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur Media Plc. Centaur Media Plc is a public company

limited by shares and incorporated in England and Wales.

(a) Basis of preparation

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted

International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. Centaur Media

Plc transitioned to UK-adopted International Accounting Standards in its consolidated and Company financial statements on 1 January

2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure

in the year reported as a result of the change in framework. The consolidated and Company financial statements have been prepared in

accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to

companies reporting under those standards.

The financial statements have been prepared on a historical cost basis except where stated otherwise within the accounting policies.

Going concern

The financial statements have been prepared on a going concern basis. The Directors have carefully assessed the Group’s ability to continue

trading and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for

at least twelve months from the date of approval of these financial statements and for the foreseeable future, being the period in the viability

statement on page 26.

Net cash (see note 1(b)) at 31 December 2021 amounted to £13,065,000 (2020: £8,300,000). On 16 March 2021, the Group signed a new

multi-currency revolving credit facility with NatWest. The new revolving credit facility consists of a committed £10m facility and an additional

uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate needs. The

facility runs to March 2024 with the option to extend for two periods of one year each. None of this was drawn down at 31 December 2021.

The covenants regarding leverage and interest cover are identical to those of the facility it replaces.

The Group has net current liabilities at 31 December 2021 amounting to £1,819,000 (2020: £3,480,000). In both the current and prior year

these primarily arose from its normal high levels of deferred income relating to performance obligations to be delivered in the future rather

than an inability to service its liabilities, as deferred income will not result in a cash outflow. An assessment of cash flows for the next three

financial years, which has taken into account the factors described above, has indicated an expected level of cash generation which would

be sufficient to allow the Group to fully satisfy its working capital requirements and the guarantee given in respect of its UK subsidiaries, to

cover all principal areas of expenditure, including maintenance, capital expenditure and taxation during this year, and to meet the financial

covenants under the revolving credit facility. The Company has net current liabilities at 31 December 2021 amounting to £29,735,000 (2020:

£24,747,000). In both the current and prior year, these almost entirely arose from unsecured payables to subsidiaries which have no fixed

date of repayment.

The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the reported

amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.

Although these estimates are based on management’s best knowledge of the amount, events or actions, the actual results may ultimately

differ from those estimates.

Having assessed the principal risks and the other matters discussed in connection with the Viability Statement on page 26 which considers

the Group’s viability over a three-year period to March 2025, the Directors consider it appropriate to adopt the going concern basis of

accounting in preparing its consolidated financial statements.

New and amended standards adopted by the Group

No new standards or amendments to standards that are mandatory for the first time for the financial year commencing 1 January 2021

affected any of the amounts recognised in the current year or any prior year and is not likely to affect future periods.

New standards and interpretations not yet adopted

There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future

reporting periods and on foreseeable future transactions.

Prior year re-presentation

The financial statements have been presented in £’000. This is a change from the prior year financial statements which were presented in

£m rounded to one decimal place. Prior year comparatives have been re-presented in £’000. Certain prior year comparatives have been

updated following this change.

www.centaurmedia.com

FINANCIAL STATEMENTS

1 Summary of significant accounting policies continued

Comparative numbers

Prior year comparative numbers have been updated to reflect current year presentation and disclosures. A portion of costs previously

presented as administrative expenses have now been allocated to cost of sales, an update to reflect the same allocation basis as the current

year. The allocation basis has been refined to reflect the nature of the costs. These reallocations increased cost of sales by £1,946,000

and decreased administrative expenses by £1,946,000 for the Group, refer to note 3. There is no impact on the face of the consolidated

statement of comprehensive income.

(b) Presentation of non-statutory measures

In addition to IFRS statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group’s performance

and consider that presentation of these measures provides shareholders with an additional understanding of the core trading performance of

the Group. The measures used are explained and reconciled to their IFRS statutory headings below.

Adjusted operating profit and adjusted earnings per share

The Directors believe that adjusted results and adjusted earnings per share, split between continuing and discontinued operations, provide

additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an

adjusted basis internally. The term ‘adjusted’ is not a defined term under IFRS and may not therefore be comparable with similarly titled profit

measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.

Adjustments are made in respect of:

• Exceptional items – the Group considers items of income and expense as exceptional and excludes them from the adjusted results

where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the financial

statements to better understand the results of the core operations of the Group. Details of exceptional items are shown in note 4.

• Amortisation of acquired intangible assets – the amortisation charge for those acquired intangible assets recognised on business

combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from investment activities.

As such, they are not considered reflective of the core trading performance of the Group. Details of amortisation of acquired intangible

assets are shown in note 11.

• Share-based payments – share-based payment expenses or credits are excluded from the adjusted results of the Group as the

Directors believe that the volatility of these charges can distort the user’s view of the core trading performance of the Group. Details of

share-based payments are shown in note 23.

• Impairment of goodwill – the Directors believe that non-cash impairment charges in relation to goodwill are triggered by factors external

to the core trading of the business, and therefore exclude any such charges from the adjusted results of the Group. Details of the

goodwill impairment analysis are shown in note 10.

• Profit or loss on disposal of assets or subsidiaries – profit or loss on disposals of businesses are excluded from adjusted results of

the Group as they are unrelated to core trading and can distort a user’s understanding of the performance of the Group due to their

infrequent and volatile nature. See note 4.

• Other separately reported items – certain other items are excluded from adjusted results where they are considered large or unusual

enough to distort the comparability of core trading results year-on-year. Details of these separately disclosed items are shown in note 4.

The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes, calculated using the

standard rate of corporation tax. See note 7 for a reconciliation between reported and adjusted tax charges.

Further details of adjusting items are included in note 4. A reconciliation between adjusted and statutory earnings per share measures is

shown in note 9.

Profit/(loss) before tax reconciles to adjusted operating profit as follows:

 Note

2021

£’000

2020

£’000

Profit/(loss) before tax 1,361 (2,614)

Adjusting items:

Exceptional operating costs 4 – 238

Amortisation of acquired intangible assets 11 1,091 1,464

Impairment of acquired intangible assets 11 25 –

Share-based payment expense 23 495 541

Loss on disposal of assets and liabilities 11,12,18 – 72

Adjusted profit/(loss) before tax 2,972 (299)

Finance income (1) (6)

Finance costs 6 261 315

Adjusted operating profit 3,232 10

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

1 Summary of significant accounting policies continued

Adjusted operating cash flow

Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of adjusting

items, which are defined above, and including capital expenditure. The Directors use this measure to assess the performance of the Group

as it excludes volatile items not related to the core trading of the Group and includes the Group’s management of capital expenditure.

Statutory cash flow from operations reconciles to adjusted operating cash as below:

 Note

2021

£’000

2020

£’000

Reported cash flow from operating activities 25 9,521 2,065

Adjusting items from operations – 1,063

Working capital impact of adjusting items from operations – 3,450

Adjusted operating cash flow 9,521 6,578

Capital expenditure (757) (820)

Post capital expenditure cash flow 8,764 5,758

Our cash conversion rate for the year was 164% (2020: 100%).

Underlying revenue growth

The Directors review underlying revenue growth in order to allow a like-for-like comparison of revenues between years. Underlying revenues

therefore exclude the impact of revenue contribution arising from acquired or disposed businesses and other revenue streams that are not

expected to be ongoing in future years.

Statutory revenue growth reconciles to underlying revenue growth as follows:



Xeim

£’000

The Lawyer

£’000

Total

£’000

Reported revenue 2020 26,053 6,366 32,419

Underlying revenue 2020 26,053 6,366 32,419

Reported revenue 2021 32,108 6,972 39,080

Underlying revenue 2021 32,108 6,972 39,080

Reported revenue growth 23% 9% 21%

Underlying revenue growth 23% 9% 21%

Adjusted EBITDA

Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted operating profit before depreciation and impairment of tangible

assets and amortisation and impairment of intangible assets other than those acquired through a business combination. It is used by

the Directors as a measure to review performance of the Group and forms the basis of some of the Group’s financial covenants under its

revolving credit facility.

Adjusted EBITDA is calculated as follows:

 Note

2021

£’000

2020

£’000

Adjusted operating profit (as above) 3,232 10

Depreciation of property, plant and equipment 12 1,808 1,992

Amortisation of computer software 11 1,335 1,816

Impairment of computer software 11 55 –

Adjusted EBITDA 6,430 3,818

www.centaurmedia.com

FINANCIAL STATEMENTS

1 Summary of significant accounting policies continued

Net cash/(debt)

Net cash/(debt) is not a measure defined by IFRS. Net cash/(debt) is calculated as cash less overdrafts and bank borrowings under the

Group’s financing arrangements. The Directors consider the measure useful as it gives greater clarity over the Group’s liquidity as a whole.

Net cash is £13,062,000 as at 31 December 2021 (2020: £8,293,000).

The consolidated financial statements incorporate the financial statements of Centaur Media Plc and all of its subsidiaries after elimination of

intercompany transactions and balances.

(i) Subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that the Group ceases to control

them. In the consolidated statement of comprehensive income, the results of subsidiaries for which control has ceased are presented

separately as discontinued operations in the year in which they have been disposed of and in the comparative year.

On the disposal of a subsidiary, assets and liabilities of that subsidiary are de-recognised from the consolidated statement of financial

position, earnings up to the date of loss of control are retained in the Group, and a profit/(loss) on disposal is recognised measured as

consideration received less the fair value of assets and liabilities disposed of.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. The accounting

policies of subsidiaries are consistent with the policies adopted by the Group.

(ii) Employee Benefit Trust

The Centaur Employees’ Benefit Trust (‘Employee Benefit Trust’) is a trust established by Trust deed in 2006 for the granting of shares

to applicable employees. Its assets and liabilities are held separately from the Company and are fully consolidated in the consolidated

statement of financial position. Holdings of Centaur Media Plc shares by the Employee Benefit Trust are shown within the ‘own shares’

reserve as a deduction from consolidated equity.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic

environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Pounds Sterling,

which is the Group and Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign

exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities

denominated in foreign currencies at year end exchange rates are recognised in the consolidated statement of comprehensive income.

(iii) Group companies

The results and financial position of the Group entities that have a functional currency different from the presentation currency, as disclosed

in note 13, are translated into the presentation currency as follows:

• assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;

• income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not

a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses

are translated at the rate on the dates of the transactions); and

• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are

recognised in other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are

recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and

translated at the closing rate.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

1 Summary of significant accounting policies continued

(e) Revenue recognition

Revenue is measured at the transaction price, which is the amount of consideration to which the Group expects to be entitled in exchange

for transferring promised goods or services to the customer. Judgement may arise in timing and allocation of transaction price when there

are multiple performance obligations in one contract. However, an annual impact assessment is performed which has confirmed that the

impact is immaterial in both the current year and comparative year. Revenue arises from the sale of premium content, marketing services,

training and advisory, events, marketing solutions, recruitment advertising, and telemarketing services in the normal course of business,

net of discounts and value added tax. Goods and services exchanged as part of a barter transaction are recognised in revenue at the fair

value of the goods and services provided. Returns, refunds and other similar allowances, which have historically been low in volume and

immaterial in magnitude, are accounted for as a reduction in revenue as they arise.

Where revenue is deferred it is held as a balance in deferred income on the consolidated statement of financial position. At any given

reporting date, this deferred income is current in nature and is expected to be recognised wholly in revenue in the following financial year,

with the exception of returns and credit notes, which have historically been low in volume and immaterial in magnitude.

The Group recognises revenue earned from contracts as individual performance obligations are met, on a stand-alone selling price basis.

This is when value and control of the product or service has transferred, being when the product is delivered to the customer or the period in

which the services are rendered as set out in more detail below.

Premium Content

Revenue from subscriptions is deferred and recognised on a straight-line basis over the subscription period reflecting the continuous

provision of paid content services over this time. Revenue from individual publication sales is recognised at the point at which the publication

is delivered to the customer. In general, the Group bills customers for premium content at the start of the contract.

Marketing Services

Revenue from campaign work and consultancy contracts is recognised when the Group has obtained the right to consideration in exchange

for its performance, which is when a separately identifiable phase (milestone) of a contract has been completed and the value and benefit

of the services rendered have been transferred to the customer. In general, the Group bills customers for marketing services up front on a

milestone basis.

Training and Advisory

Revenue from training and advisory is deferred and recognised over the period of the training or when a separately identifiable milestone of a

contract has been delivered to the customer. In general, the Group bills customers for training and advisory up front or on a milestone basis

as the service is delivered.

Events

Consideration received in advance for events is deferred and revenue is recognised at the point in time at which the event takes place. In

general, the Group bills customers for events before the event date.

Marketing Solutions

Marketing solutions revenue from display and bespoke campaigns is recognised over the period that the service is provided. In general, the

Group bills customers for marketing solutions on delivery.

Recruitment Advertising

Sales of online recruitment advertising space are recognised in revenue over the period during which the advertisements are placed. Sales

of recruitment advertising space in publications are recognised at the point at which the publication occurs. In general, the Group bills

customers for recruitment advertising on delivery.

Telemarketing Services

Revenue from telemarketing services was deferred and recognised over the period that the service was delivered generally according to the

number of hours expended as a proportion of the total hours contracted. In general, the Group billed customers for telemarketing services

in advance. All revenue from telemarketing services ceased during the prior year following the closure of the MarketMakers’ telemarketing

business in August 2020 and is therefore presented within discontinued operations in the prior year.

(f) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and

the Group will comply with all attached conditions. Government grants are recognised in the profit or loss and deducted from the related

expense within net operating expenses in the consolidated statement of comprehensive income. Note 3 provides further information on how

the Group accounts for government grants.

www.centaurmedia.com

FINANCIAL STATEMENTS

1 Summary of significant accounting policies continued

(g) Investments

In the Company’s financial statements, investments in subsidiaries are stated at cost less provision for impairment in value.

Investments are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is

recognised to the extent that the carrying value exceeds the higher of the investments fair value less cost of disposal and its value-in-use.

An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital. Any

impairment is recognised in the statement of comprehensive income. If there has been a change in the estimates used to determine the

investment’s recoverable amount, impairment losses that have been recognised in prior periods may be reversed. This reversal is recognised

in the statement of comprehensive income.

(h) Income tax

The tax expense represents the sum of current and deferred tax.

Current tax is based on the taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of

comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further includes

items that are never taxable or deductible. The Group and Company’s liability for current tax is calculated using tax rates that have been

enacted or substantively enacted by the reporting date.

Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities in

the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are

generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable

profits will be available to utilise those temporary differences and losses. Such assets and liabilities are not recognised if the temporary

difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a transaction

that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the enacted or substantively enacted tax rates that are expected to apply in the year when the liability is settled,

or the asset is realised. Deferred tax is charged or credited to the consolidated statement of comprehensive income, except when it relates

to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is recognised in equity or

other comprehensive income respectively.

The carrying amount of deferred tax assets is reviewed at each reporting date and is reduced to the extent that it is no longer probable that

sufficient taxable profits will be available to allow all or part of the asset to be recovered.

(i) Leases

Lessee accounting

Under IFRS 16, leases are accounted for on a ‘right-of-use model’ reflecting that, at the commencement date, the Group as a lessee

has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The financial

obligation is recognised as a lease liability, and the right to use the underlying asset is recognised as a right-of-use (‘ROU’) asset. The ROU

assets are recognised within property, plant and equipment on the face of the consolidated statement of financial position and are presented

separately in note 12.

The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that cannot be

readily determined, the incremental borrowing rate. Subsequently the lease liability is measured at amortised cost, with interest increasing

the carrying amount and lease payments reducing the carrying amount. The carrying amount is remeasured to reflect any reassessment or

lease modifications, or to reflect revised in-substance fixed lease payments.

The ROU asset is initially measured at cost which comprises:

• the amount of the initial measurement of the lease liability;

• any lease payments made at or before the commencement date, less any lease incentives received;

• any initial direct costs; and

• an estimate of costs to be incurred at the end of the lease term.

Subsequently the ROU asset is measured at cost less accumulated depreciation and impairment losses. Depreciation is calculated to write

off the cost on a straight-line basis over the lease term.

Using the exemption available under IFRS 16 the Group elects not to apply the requirements above to:

• short-term leases; and

• leases for which the underlying asset is of a low value.

In these cases, the Group recognises the lease payments as an expense on a straight-line basis over the lease term, or another systematic

basis if that basis is more representative of the agreement.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

1 Summary of significant accounting policies continued

Lessor accounting

The Group had contracts for the sub-lease of areas of its former office property lease. These arrangements were exempt from the

requirements of IFRS 16 under the short-term lease exemption as they all had a lease term of under twelve months from the date of

transition. As such, the income derived from these sub-leasing arrangements was recognised on a straight-line basis and was presented in

the consolidated statement of comprehensive income in ‘other operating income’. All arrangements in which the Group acted as a lessor

ceased during the prior year.

(j) Impairment of assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events indicate that the carrying value may not

be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less cost of

disposal and its value-in-use. An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted

average cost of capital.

(k) Inventories

Inventories are stated at the lower of cost and net realisable value. Work in progress comprises costs incurred relating to publications and

exhibitions prior to the publication date or the date of the event. Cost is measured as all costs of purchase and other costs incurred in

bringing the inventories to their present location and condition.

(l) Property, plant and equipment

See note 1(i) for right-of-use assets. All other property, plant and equipment is stated at historical cost less accumulated depreciation and

impairment losses. The historical cost of property, plant and equipment is the purchase cost together with any incidental direct costs of

acquisition. Depreciation is calculated to write off the cost, less estimated residual value, of assets, on a straight-line basis over the expected

useful economic lives to the Group over the following periods:

Leasehold improvements – 10 years or the expected length of the lease if shorter

Fixtures and fittings – 5 to 10 years

Computer equipment – 3 to 5 years

Right-of-use assets – over the lease term

The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting year, with the effect of any

changes in estimate accounted for on a prospective basis.

(m) Intangible assets

(i) Goodwill

Where the cost of a business acquisition exceeds the fair values attributable to the separable net assets acquired, the resulting goodwill

is capitalised and allocated to the cash generating unit (‘CGU’) or groups of CGUs that are expected to benefit from the synergies of the

business combination. Goodwill has an indefinite useful life and is tested for impairment annually on a Group level or whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable.

Each segment is deemed to be a CGU. Goodwill and acquired intangible assets are assessed for impairment in accordance with IAS 36

‘Impairment of Assets’. In assessing whether a write-down of goodwill and acquired intangible assets is required, the carrying value of the

segment is compared with its recoverable amount. Recoverable amount is measured as the higher of fair value less cost of disposal and

value-in-use. Any impairment is recognised in the consolidated statement of comprehensive income (in net operating expenses) and is

classified as an adjusting item. Impairment of goodwill is not subsequently reversed.

On the disposal of a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

(ii) Brands and publishing rights and customer relationships

Separately acquired brands and publishing rights are shown at historical cost. Brands and publishing rights and customer relationships

acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently

carried at cost less accumulated amortisation and impairment losses.

(iii) Software

Computer software that is not integral to the operation of the related hardware is carried at cost less accumulated amortisation. Costs

associated with the development of identifiable and unique software products controlled by the Group that will generate probable future

economic benefits in excess of costs are recognised as intangible assets when the criteria of IAS 38 ‘Intangible Assets’ are met. They are

carried at cost less accumulated amortisation and impairment losses.

www.centaurmedia.com

FINANCIAL STATEMENTS

1 Summary of significant accounting policies continued

(iv) Amortisation methods and periods

Amortisation is calculated to write off the cost or fair value of intangible assets on a straight-line basis over the expected useful economic

lives to the Group over the following periods:

Computer software – 3 to 5 years

Brands and publishing rights – 5 to 20 years

Customer relationships – 3 to 10 years or over the term of any specified contract

Separately acquired websites and content – 3 to 5 years

(n) Employee benefits

(i) Post-employment obligations

The Group and Company contribute to a defined contribution pension scheme for the benefit of employees. The assets of the scheme are

held separately from those of the Group in an independently administered fund. Contributions to defined contribution schemes are charged

to the statement of comprehensive income in net operating expenses when employer contributions become payable.

(ii) Share-based payments

The Group operates a number of equity-settled share-based compensation plans for its employees. The fair value of the share-based

compensation expense is estimated using either a Monte Carlo (stochastic model) or Black-Scholes option pricing model and is recognised

in the consolidated statement of comprehensive income over the vesting period with a corresponding increase in equity. The total amount to

be expensed is determined by reference to the fair value of the awards granted:

• including any market performance conditions;

• excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets,

cash flow performance and remaining an employee of the entity over a specified time period); and

• including the impact of any non-vesting conditions (for example, the requirement for employees to save).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be

satisfied. At the end of each reporting year, the Group revises its estimates of the number of options that are expected to vest based on the

non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement

of comprehensive income, with a corresponding adjustment to equity. The Company issues new shares or transfers shares from treasury

shares to settle share-based compensation awards.

The award by the Company of share-based compensation awards over its equity instruments to the employees of subsidiary undertakings in

the Group is treated as a capital contribution only if it is left unsettled. The fair value of employee services received, measured by reference to

the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding

credit to equity.

A deferred tax asset is recognised on share options based on the intrinsic value of the options, which is calculated as the difference between

the fair value of the shares under option at the reporting date and exercise price of the share options. The deferred tax asset is utilised when

the share options are exercised or released when share options lapse. The accounting policy regarding deferred tax is set out above in note

1(h).

(o) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an

outflow of resources will be required to settle the obligation and the obligation can be reliably estimated.

(p) Equity

(i) Share capital and share premium

Ordinary and deferred shares are classified as equity. The excess of consideration received in respect of shares issued over the nominal

value of those shares is recognised in the share premium account. Incremental costs directly attributable to the issue of new shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company’s equity instruments, for example as the result of a share buyback or share-based

payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity

attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are

subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax

effects, is included in equity attributable to the owners of the Company.

Shares held by the Employee Benefit Trust are disclosed as own shares and deducted from equity.

(ii) Own shares

Own shares consist of treasury shares and shares held within the Employee Benefit Trust.

Own shares are recognised at cost as a deduction from equity shareholders’ funds. Subsequent consideration received for the sale of

such shares is also recognised in equity, with any excess of consideration received between the sale proceeds and the original cost being

recognised in share premium. No gain or loss is recognised in the financial statements on transactions in treasury shares.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

1 Summary of significant accounting policies continued

(q) Dividends

Dividends are recognised in the year in which they are paid or, in respect of the Company’s final dividend for the year, approved by the

shareholders in the Annual General Meeting.

(r) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The

Executive Committee has been identified as the chief operating decision-maker, reviewing the Group’s internal reporting on a monthly basis

in order to assess performance and allocate resources. Refer to note 2 for the basis of segmentation.

(s) Financial instruments

The Group has applied IFRS 9 ‘Financial Instruments’ as outlined below:

(i) Financial assets

The Group classifies and measures its financial assets in line with one of the three measurement models under IFRS 9: at amortised cost,

fair value through profit or loss, and fair value through other comprehensive income. Management determines the classification of its financial

assets based on the requirements of IFRS 9 at initial recognition.

They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-

current assets. The Group’s financial assets comprise trade and other receivables and cash and cash equivalents in the consolidated

statement of financial position. Please see the following sections.

(ii) Trade receivables

Trade receivables are accounted for under IFRS 9, being recognised initially at fair value and subsequently at amortised cost less any

allowance for expected lifetime credit losses under the ‘expected credit loss’ model. As mandated by IFRS 9, the expected lifetime credit

losses are calculated using the ‘simplified’ approach.

A provision matrix is used to calculate the allowance for expected lifetime credit losses on trade receivables which is based on historical

default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. The allowance for expected

lifetime credit losses is established by considering, on a discounted basis, the cash shortfalls it would incur in various default scenarios for

prescribed future periods and multiplying those shortfalls by the probability of each scenario occurring. The historical loss rates are adjusted

to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

The allowance is the sum of these probability weighted outcomes. The allowance and any changes to it are recognised in the consolidated

statement of comprehensive income within net operating expenses. When a trade receivable is uncollectible, it is written off against the

allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against net operating

expenses in the consolidated statement of comprehensive income. The Group defines a default as failure of a debtor to repay an amount

due as this is the time at which our estimate of future cash flows from the debtor is affected.

(iii) Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits repayable on demand or maturing within three months from the date of

acquisition.

(iv) Financial liabilities

Debt and trade payables are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at

amortised cost.

Interest expense on debt is accounted for using the effective interest method and is recognised in finance costs.

(v) Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

(vi) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred and carried subsequently at amortised cost. Costs of

borrowings, including commitment fees on undrawn facilities, are recognised in the consolidated statement of comprehensive income as

incurred or, where appropriate, across the term of the related borrowing.

(vii) Receivables from and payables to subsidiaries and the Employee Benefit Trust

The Company has amounts receivable from and payable to subsidiaries and the receivable from the Employee Benefit Trust which are

recognised at fair value. Amounts receivable from subsidiaries and the Employee Benefit Trust are assessed annually for recoverability under

the requirements of IFRS 9.

www.centaurmedia.com

FINANCIAL STATEMENTS

1 Summary of significant accounting policies continued

(t) Key accounting assumptions, estimates and judgements

The preparation of financial statements under IFRS requires the use of certain key accounting assumptions and requires management to

exercise its judgement and to make estimates. The areas where assumptions and estimates are significant to the consolidated financial

statements are as follows:

Key sources of estimation uncertainty

(i) Carrying value of goodwill, other intangible assets and Company investment estimate

In assessing whether goodwill, other intangible assets and the Company’s investment are impaired, the Group uses a discounted cash

flow model which includes forecast cash flows and estimates of future growth. If the results of operations in future periods are lower than

included in the cash flow model, impairments may be triggered. A sensitivity analysis has been performed on the value-in-use calculations.

Further details of the assumptions and sensitivities in the discounted cash flow model are included in notes 10 and 13.

(ii) Recoverability of trade receivables estimate

The allowance for expected lifetime credit losses for trade receivables is calculated in line with IFRS 9. This is established by considering on

a discounted basis the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls

by the probability of each scenario occurring. The historical loss rates are adjusted to reflect current and forward-looking information on

macroeconomic factors affecting the ability of the customers to settle the receivables. Further details about trade receivables are included in

note 15 and information about the credit risk and expected lifetime credit losses are shown in note 26.

(iii) Share-based payments estimate

The fair value of the share-based compensation expense recognised in the consolidated statement of comprehensive income requires the

use of estimates. Details regarding the determination of fair value of these costs are set out in note 1(n)(ii).

(iv) Deferred tax judgement and estimate

The calculation of deferred tax assets and liabilities requires judgement. Where the ultimate tax treatment is uncertain, the Group recognises

deferred tax assets and liabilities based on an estimate of future taxable income and recoverability. Where a change in circumstances

occurs, or the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and

deferred tax balances in the year in which that change, or outcome, is known. The accounting policy regarding deferred tax is set out above

in note 1(h).

Critical accounting judgements

(v) Adjusting items judgement

The term ‘adjusted’ is not a defined term under IFRS. Judgement is required to ensure that the classification and presentation of certain

items as adjusting, including exceptional items, is appropriate and consistent with the Group’s accounting policy. Further details about the

amounts classified as adjusting are included in notes 1(b) and 4.

(vi) IFRS 16 reassessment of lease term judgement

Leases are required to be recognised at the present value of the lease payments not yet paid for the duration of the lease term. The lease

term is defined by IFRS 16 as the non-cancellable period of the lease, and any period covered by an option to extend or terminate that the

lessee is reasonably certain to exercise. The assessment of the lease term requires judgement when considering the option to extend or

terminate in a contract.

During the year, the Group’s property lease has been remeasured upon reassessment of the lease term, where a judgement has been

taken that an option to extend will be exercised. The remeasurement of the lease, and the corresponding adjustment to the ROU asset are

presented in notes 18 and 12 respectively.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

2 Segmental reporting

The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenues from

a combination of premium content, marketing services, training and advisory, events, marketing solutions and recruitment advertising.

Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion

to revenues or headcount. Corporate income and costs have been presented separately as ‘Central’. The Group believes this is the most

appropriate presentation of segmental reporting for the user to understand the core operations of the Group. There is no inter-segmental

revenue.

Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment

liabilities comprise trade payables, accruals and deferred income.

Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances, cash

and cash equivalents, borrowings and lease liabilities.

Capital expenditure comprises additions to property, plant and equipment and intangible assets.

2021 Note

Xeim

£’000

The Lawyer

£’000

Central

£’000

Group

£’000

Revenue 32,108 6,972 – 39,080

Adjusted operating

profit/(loss) 1(b) 4,469 2,110 (3,347) 3,232

Amortisation of acquired intangibles 11 (1,091) – – (1,091)

Impairment of acquired intangibles 11 (25) – – (25)

Share-based payments 23 (113) (2) (380) (495)

Operating profit/(loss) 3,240 2,108 (3,727) 1,621

Finance income 1

Finance costs 6 (261)

Profit before tax 1,361

Taxation 7 56

Profit for the year 1,417

Segment assets 38,167 18,216 – 56,383

Corporate assets 12,491 12,491

Consolidated total assets 68,874

Segment liabilities (13,251) (2,795) – (16,046)

Corporate liabilities (5,720) (5,720)

Consolidated total liabilities (21,766)

Other items

Capital expenditure (tangible and intangible assets) 401 188 162 751

www.centaurmedia.com

FINANCIAL STATEMENTS

2 Segmental reporting continued

2020 Note

Xeim

£’000

The Lawyer

£’000

Central

£’000

Continuing

operations

£’000

Discontinued

operations

£’000

Group

£’000

Revenue

26,053 6,366 – 32,419 3,604 36,023

Other operating income

– – 2 2 – 2

Adjusted operating

profit/(loss)

1(b) 1,923 1,408 (3,321) 10 41 51

Exceptional operating costs

4 (283) (50) 95 (238) (911) (1,149)

Amortisation of acquired

intangibles

11 (1,464) – – (1,464) (485) (1,949)

Share-based payments

23 (304) (39) (198) (541) – (541)

Loss on disposal of assets

and liabilities

11,12,18 – – (72) (72) (659) (731)

Impairment of goodwill

10 – – – – (11,009) (11,009)

Operating (loss)/profit

(128) 1,319 (3,496) (2,305) (13,023) (15,328)

Finance income

6 1 7

Finance costs

6 (315) (24) (339)

Loss before tax

(2,614) (13,046) (15,660)

Taxation

7 895 337 1,232

Loss for the year

(1,719) (12,709) (14,428)

Segment assets

40,618 17,734 – 58,352 – 58,352

Corporate assets

8,206 8,206 – 8,206

Consolidated total assets

66,558 – 66,558

Segment liabilities

(13,816) (3,103) – (16,919) (285) (17,204)

Corporate liabilities

(2,184) (2,184) – (2,184)

Consolidated total liabilities

(19,103) (285) (19,388)

Other items

Capital expenditure (tangible

andintangible assets)

253 39 461 753 91 844

Supplemental Information

Revenue by Geographical Location

The Group’s revenues from continuing operations from external customers by geographical location are detailed below:



Xeim

2021

£’000

The Lawyer

2021

£’000

Total

2021

£’000

Xeim

2020

£’000

The Lawyer

2020

£’000

Total

2020

£’000

United Kingdom 19,057 5,662 24,719 17,175 5,168 22,343

Europe (excluding United Kingdom) 4,567 675 5,242 2,503 636 3,139

North America 4,954 445 5,399 4,069 385 4,454

Rest of world 3,530 190 3,720 2,306 177 2,483

 32,108 6,972 39,080 26,053 6,366 32,419

Substantially all of the Group’s net assets are located in the United Kingdom. The Directors therefore consider that the Group currently

operates in a single geographical segment, being the United Kingdom. Refer to note 13 for the location of the Group’s subsidiaries.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

2 Segmental reporting continued

Revenue by type

The Group’s revenue from continuing operations by type is as follows:



Xeim

2021

£’000

The Lawyer

2021

£’000

Total

2021

£’000

Xeim

2020

£’000

The Lawyer

2020

£’000

Total

2020

£’000

Premium Content 9,006 3,882 12,888 9,527 3,689 13,216

Marketing Services 3,301 – 3,301 2,889 – 2,889

Training and Advisory 12,542 18 12,560 8,497 36 8,533

Events 2,751 1,071 3,822 1,595 865 2,460

Marketing Solutions 4,145 840 4,985 3,291 915 4,206

Recruitment Advertising 363 1,161 1,524 254 861 1,115

32,108 6,972 39,080 26,053 6,366 32,419

The accounting policies for each of these revenue streams is disclosed in note 1(e), including the timing of revenue recognition. There are

some contracts for which revenue has not yet been recognised and is being held in deferred income, see note 19. This deferred income is

all current and is expected to be recognised as revenue in 2022.

3 Net operating expenses

Continuing operating profit/(loss) is stated after charging:

Note

Adjusted

Results

2021

£’000

Adjusting

Items¹

2021

£’000

Statutory

Results

2021

£’000

Re-

presented

Adjusted

Results

2020

£’000

Adjusting

Items

2020

£’000

Re-

presented

Statutory

Results

2020

£’000

Employee benefits expense 5 19,272 – 19,272 17,282 238 17,520

Government grants – – – (290) – (290)

Net employee benefits expense 19,272 – 19,272 16,992 238 17,230

Depreciation of property, plant

and equipment 12 1,808 – 1,808 1,992 – 1,992

Loss on disposal of assets and

liabilities 11,12,18 – – – – 72 72

Amortisation of intangible assets 11 1,335 1,091 2,426 1,816 1,464 3,280

Impairment of intangible assets 11 55 25 80 – – –

Impairment of trade receivables 26 (39) – (39) 255 – 255

Share-based payment expense 23 – 495 495 – 541 541

IT expenditure 2,563 – 2,563 2,548 – 2,548

Marketing expenditure 1,399 – 1,399 719 – 719

Other staff related costs 618 – 618 715 – 715

Other operating expenses 8,837 – 8,837 7,374 – 7,374

 35,848 1,611 37,459 32,411 2,315 34,726

Cost of sales 15,082 – 15,082 12,604 – 12,604

Distribution costs 62 – 62 98 – 98

Administrative expenses  20,704 1,611 22,315 19,709 2,315 22,024

35,848 1,611 37,459 32,411 2,315 34,726

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

See note 1(a) for description of the prior year re-presentation

www.centaurmedia.com

FINANCIAL STATEMENTS

3 Net operating expenses c ontinued

Government grants

In prior year, the Group applied for government grants of £835,000 for furloughed employees based at both the London and Portsmouth

offices. This was received in full during the prior year. Government grants were deducted from the related employee benefit expenses and

presented within net operating expenses in the consolidated statement of comprehensive income.

The government grants in continuing operations was £290,000 and in discontinued operations was £545,000.

No government grants were applied for in the current year.

Services provided by the Company’s auditors

 2021

£’000

2020

£’000

Fees payable to the Company’s auditor for the audit of Company and consolidated financial statements 109 105

Fees payable to the Company’s predecessor auditor for the audit of Company and consolidated financial

statements – 31

Total audit fees 109 136

Audit related assurance services 10 50

Total non-audit fees 10 50

Total fees 119 186

4 Adjusting items

As discussed in note 1(b), certain items are presented as adjusting. These are detailed below:

Note

2021

£’000

2020

£’000

Continuing operations

Exceptional operating costs  

Staff related restructuring costs (including external employment advice costs) 5 – 238

Exceptional operating costs – 238

Amortisation of acquired intangible assets 11 1,091 1,464

Impairment of acquired intangible assets 11 25 –

Share-based payment expense 23 495 541

Loss on disposal of assets and liabilities 11,12,18 – 72

Adjusting items to profit/(loss) before tax 1,611 2,315

Tax relating to adjusting items 7 (195) (336)

Total adjusting items after tax for continuing operations 1,416 1,979

Discontinued operations 

Exceptional costs 8,21 – 911

Impairment of goodwill 10 – 11,009

Amortisation of acquired intangible assets 11 – 485

Loss on disposal of assets and liabilities 11,12,18 – 659

Tax relating to adjusting items 7 – (243)

Total adjusting items after tax for discontinued operations – 12,821

Total adjusting items after tax 1,416 14,800

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

4 Adjusting items continued

Exceptional costs

Staff related restructuring costs (including external employment advice costs)

In the prior year staff related restructuring costs of £793,000 in discontinued operations related to restructuring of the MarketMakers

business and £238,000 in continuing operations related to restructuring parts of the wider Centaur Group due to the adverse impact of

Covid. Refer to note 21 for further details.

Other exceptional costs

In the prior year, £118,000 in discontinued operations related to the exit of the Portsmouth lease upon cessation of MarketMakers’

telemarketing business.

Other adjusting items

Other adjusting items relate to the amortisation and impairment of acquired intangible assets (see note 11) and share-based payment costs

(see note 23) as well as the items discussed below:

Goodwill impairment

An impairment of £11,009,000 against goodwill relating to the MarketMakers business was recognised in the prior year. There were no

impairments recognised in the current year. See note 10 for further details.

Loss on disposal of assets and liabilities

In the prior year the loss on disposal of assets and liabilities in continuing operations of £72,000 consisted of a loss on disposal of

software assets of £60,000 (see note 11), a loss on disposal of computer equipment of £53,000 (see note 12), a loss on disposal of the

MarketMakers ROU asset of £124,000 (see note 12) which represented the proportion of the asset attributable to the continuing Really B2B

business, offset by a £165,000 gain on disposal of the corresponding lease liability (see note 18).

The loss on disposal of assets and liabilities in discontinued operations of £659,000 consisted of the disposal of intangible assets totalling

a net book value of £830,000 (see note 11), with proceeds on disposal of £150,000 creating a loss on disposal of £680,000 (see note 11).

Additionally, there was a loss on disposal of computer equipment of £68,000, fixtures and fittings of £65,000, and the MarketMakers ROU

asset of £469,000 (see note 12) which represented the proportion of the asset attributable to the discontinued telemarketing business. This

was offset by a £623,000 gain on disposal of the corresponding lease liability (see note 18).

In the current year, disposals of assets were at net book value, resulting in no gain or loss on disposal.

5 Directors and employees

 Note

2021

Group

£’000

2020

Continuing

Group

£’000

2020

Discontinued

Group

£’000

2020

Total

Group

£’000

2021

Total

Company

£’000

2020

Total

Company

£’000

Wages and salaries 16,652 15,014 3,055 18,069 1,057 989

Social security costs 1,946 1,609 251 1,860 105 92

Other pension costs 674 659 57 716 42 34

Adjusted staff costs 19,272 17,282 3,363 20,645 1,204 1,115

Government grants 3 – (290) (545) (835) – –

Exceptional staff related restructuring costs 4 – 238 793 1,031 – –

Equity-settled share-based payments 23 495 541 – 541 325 (15)

19,767 17,771 3,611 21,382 1,529 1,100

The average monthly number of employees employed during the year, including Executive Directors, was:



2021

Group

Number

2020

Group

Number

2021

Company

Number

2020

Company

Number

Xeim 202 216 – –

The Lawyer 52 56 – –

Central 10 10 4 4

Discontinued – 134 – –

264 416 4 4

www.centaurmedia.com

FINANCIAL STATEMENTS

5 Directors and employees continued

The Group’s employees are employed and paid by Centaur Communications Limited, a Group company, with the exception of the

Company’s directors who are employed by the Company. As the employees provide services to other Group companies, their costs are

recharged, and the relevant disclosures are made in the financial statements. The employees relating to discontinued operations were

employed and paid by Market Makers Incorporated Limited.

Key management compensation



2021

£’000

2020

£’000

Salaries and short-term employment benefits 1,736 1,216

Post-employment benefits 74 57

Share-based payments 64 40

 1,874 1,313

Key management is defined as the Executive Directors and Executive Committee members.

Aggregate Directors’ remuneration



2021

£’000

2020

£’000

Salaries, fees, bonuses and benefits in kind 1,150 753

Post-employment benefits 46 29

 1,196 782

Highest paid Director’s remuneration



2021

£’000

2020

£’000

Salaries, fees, bonuses and benefits in kind 592 386

Post-employment benefits 37 20

 629 406

No directors exercised share options during the year (2020: one director and one former director exercised share options). Further details of

Directors’ remuneration are included in the Remuneration Committee Report between pages 49 and 63.

6 Finance costs

 Note

2021

Group

£’000

2020

Continuing

Group

£’000

2020

Discontinued

Group

£’000

2020

Total

Group

£’000

Commitment fees and amortisation of arrangement fee

in respect of revolving credit facility 194 215 – 215

Lease interest 18 67 100 24 124

261 315 24 339

Interest and fees on revolving credit facility

These finance costs are in relation to the £25m revolving credit facility, none of which was drawn down at 31 December 2021 (2020: £nil).

As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the current and prior year. Finance

costs in relation to this facility resulted in cash outflows by the Company and Group of £194,000 during the year (2020: £155,000).

Lease interest

Lease liabilities are recognised for the Group’s property lease arrangements. £67,000 of interest on these leases was incurred during the

year (2020: £124,000). Please refer to notes 1(i) and 18 for further details.

Notes to the Financial Statements

CONTINUED

7 Taxation

Note

2021

£’000

2020

Continuing

£’000

2020

Discontinued

£’000

2020

Total

£’000

Analysis of (credit)/charge for the year

Current tax 20

UK Corporation Tax – 105 (105) –

Overseas tax 14 24 – 24

Adjustment in respect of prior years (38) (20) – (20)

 (24) 109 (105) 4

Deferred tax 14

Current period (175) (731) (232) (963)

Adjustments in respect of prior years 143 (273) – (273)

 (32) (1,004) (232) (1,236)

Taxation credit (56) (895) (337) (1,232)

The tax credit for the year can be reconciled to the profit/(loss) in the consolidated statement of comprehensive income as follows:

2021

£’000

2020

Continuing

£’000

2020

Discontinued

£’000

2020

Total

£’000

Profit/(loss) before tax 1,361 (2,614) (13,046) (15,660)

Tax at the UK rate of corporation tax of 19.0% (2020: 19.0%) 259 (497) (2,479) (2,976)

Effects of:

Expenses not deductible for tax purposes 69 62 2,119 2,181

Share-based payments 47 – – –

Effects of changes in tax rate on deferred tax balances (538) (170) 23 (147)

Different tax rates of subsidiaries in other jurisdictions 2 3 – 3

Adjustments in respect of prior years 105 (293) – (293)

Taxation credit (56) (895) (337) (1,232)

The Finance Act 2021 included provisions to increase the main rate of corporation tax to 25% from 1 April 2023. This change had been

substantively enacted at the reporting date.

A reconciliation between the reported tax expense and the adjusted tax expense taking account of adjusting items as discussed in note 1(b)

and 4 is shown below:

2021

£’000

2020

Continuing

£’000

2020

Discontinued

£’000

2020

Total

£’000

Reported tax credit (56) (895) (337) (1,232)

Effects of:

Amortisation of acquired intangible assets 112 233 92 325

Exceptional costs – – 151 151

Share-based payments 83 103 – 103

Adjusted tax charge/(credit) 139 (559) (94) (653)

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

8 Discontinued operations

A significant restructuring of the MarketMakers’ business was executed during the prior year following an adverse impact on the

performance of the telemarketing business following the onset of Covid. This led to the closure of the MarketMakers’ telemarketing business

in August 2020. MarketMakers’ Really B2B brand continues to operate and its performance is reported as part of continuing operations.

A loss on disposal of £659,000 arose on the disposal of assets relating to the MarketMakers’ telemarketing business being the difference

between the proceeds of disposal and the carrying amount of the net assets. Details of the disposal can be found in note 4.

The results of the discontinued operations, which were included in the consolidated statement of comprehensive income and consolidated

cash flow statement, were as follows:

Statement of comprehensive income

2020

£’000

Revenue 3,604

Expenses (15,991)

Loss on disposal (659)

Loss before tax (13,046)

Attributable tax credit 337

Statutory loss after tax (12,709)

Add back adjusting items

Exceptional costs 911

Impairment of goodwill 11,009

Amortisation of acquired intangible assets 485

Loss on disposal 659

Tax relating to adjusting items

(243)

Total adjusting items

12,821

Adjusted profit

attributable to discontinued operations after tax 112

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

The attributable tax credit stated in the table above is derived from the loss from discontinued operations. No income tax credit arose on the

loss on disposal.

2020

Cash flows £’000

Operating cash flows 280

Investing cash flows 102

Financing cash flows (382)

Total cash flows –

There were no discontinued operations for the year ended 31 December 2021.

9 Earnings/(loss) per share

Basic earnings per share (‘EPS’) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number

of shares in issue during the year. 2,064,185 (2020: 1,948,492) shares held in the Employee Benefit Trust and 4,550,179 (2020: 4,550,179)

shares held in treasury (see note 22) have been excluded in arriving at the weighted average number of shares.

For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially

dilutive ordinary shares. This comprises share options and awards granted to Directors and employees under the Group’s share-based

payment plans where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

www.centaurmedia.com

FINANCIAL STATEMENTS

Notes to the Financial Statements

CONTINUED

9 Earnings/(loss) per share continued

Basic and diluted earnings per share have also been presented on an adjusted continuing and discontinued basis, as the Directors believe

that these measures are more reflective of the underlying performance of the Group. These have been calculated as follows:

 Note

2021

Earnings/

(loss)

attributable

to owners of

the parent

£’000

2021

Weighted

average

number of

thousands

2021

Earnings/

(loss)

per share

pence

2020

Earnings/

(loss)

attributable to

owners of the

parent

£’000

2020

Weighted

average

number of

thousands

2020

Earnings/

(loss)

per share

pence

Basic      

Continuing operations 1,417 144,927 1.0 (1,719) 144,267 (1.2)

Continuing and discontinued

operations 1,417 144,927 1.0 (14,428) 144,267 (10.0)

Effect of dilutive securities

Options: Continuing operations – 7,947 (0.1) – – –

Options: Continuing and discontinued

operations – 7,947 (0.1) – – –

Diluted

Continuing operations 1,417 152,874 0.9 (1,719) 144,267 (1.2)

Continuing and discontinued

operations 1,417 152,874 0.9 (14,428) 144,267 (10.0)

Adjusted

Continuing operations

Basic 1,417 144,927 1.0 (1,719) 144,267 (1.2)

Other exceptional costs 4 – – – 238 – 0.2

Amortisation of acquired intangibles 11 1,091 – 0.8 1,464 – 1.0

Impairment of acquired intangibles 11 25 – – – – –

Share-based payments 23 495 – 0.3 541 – 0.4

Loss on disposal of assets and

liabilities 11,12,18 – – – 72 – –

Tax effect of above adjustments 7 (195) – (0.1) (336) – (0.2)

Discontinued operations

Basic – 144,927 – (12,709) 144,267 (8.8)

Other exceptional costs 4 – – – 911 – 0.6

Impairment of goodwill 10 – – – 11,009 – 7.6

Amortisation of acquired intangibles 11 – – – 485 – 0.3

Loss on disposal of assets and

liabilities 11,12,18 – – – 659 – 0.5

Tax effect of above adjustment 7 – – – (243) – (0.1)

Adjusted

basic

Continuing operations 2,833 144,927 2.0 260 144,267 0.2

Continuing and discontinued

operations 2,833 144,927 2.0 372 144,267 0.3

Effect of dilutive securities

Options: Continuing operations – 7,947 (0.1) – 7,319 –

Options: Continuing and discontinued

operations – 7.947 (0.1) – 7,319 –

Adjusted

diluted

Continuing operations 2,833 152,874 1.9 260 151,586 0.2

Continuing and discontinued

operations 2,833 152,874 1.9 372 151,586 0.3

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

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

9 Earnings/(loss) per share co ntinu ed



Adjusted

Results

2021

£’000

Adjusted

Items

2021

£’000

Statutory

Results

2021

£’000

Adjusted

Results

2020

£’000

Adjusted

Items

2020

£’000

Statutory

Results

2020

£’000

Earnings/(loss) per share attributable

to owners of the parent    

Fully diluted from continuing operations 1.9p (1.0p) 0.9p 0.2p (1.4p) (1.2p)

Fully diluted from discontinued

operations – – – 0.1p (8.9p) (8.8p)

Fully diluted from continuing and

discontinued 1.9p (1.0p) 0.9p 0.3p (10.3p) (10.0p)

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

10 Goodwill

Note

Group

£’000

Cost

At 1 January 2020 111,113

Closure of business 8 (11,009)

Elimination of goodwill (18,995)

At 31 December 2020 and 31 December 2021 81,109

Accumulated impairment

At 1 January 2020 58,942

Impairment 8 11,009

Elimination of goodwill (30,004)

At 31 December 2020 and 31 December 2021 39,947

Net book value

At 31 December 2020 and 31 December 2021 41,162

In the prior year, an impairment of £11,009,000 was recognised in the Xeim CGU, entirely related to the MarketMakers (‘MM’) business

within that CGU. The MM telemarketing business ceased operations, and the goodwill cost and accumulated impairment was eliminated as

at 31 December 2020. The impairment was included within discontinued operations as disclosed in note 8.

In addition to the impairment and subsequent elimination of goodwill relating to MM, the Group also eliminated £18,995,000 of goodwill

in prior year that had been fully impaired in previous financial years relating to legacy brands and businesses that the Group no longer

operated.

At 31 December 2021 a full impairment assessment has been carried out. No impairment is required for the carrying value of goodwill.

www.centaurmedia.com

FINANCIAL STATEMENTS

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

10 Goodwill continued

Goodwill by segment

Each brand is deemed to be a cash generating unit (‘CGU’), being the lowest level at which cash flows are separately identifiable. Goodwill

is attributed to individual CGUs and has historically been reviewed at the operating segment level for the purposes of the annual impairment

review as this is the level at which management monitors goodwill.

 Note

Xeim

£’000

The Lawyer

£’000

Total

£’000

At 1 January 2020 36,197 15,974 52,171

Impairment charge 8 (11,009) – (11,009)

At 31 December 2020 and 31 December 2021 25,188 15,974 41,162

Impairment testing of goodwill and acquired intangible assets

At 31 December 2021, goodwill and acquired intangible assets (see note 11) were tested for impairment in accordance with IAS 36. In

assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with

its recoverable amount. Recoverable amounts are measured based on value-in-use (‘VIU’).

The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the

assets and discounts these using a pre-tax rate of 10.3% (2020: 12.8%). The discount rate used is consistent with the Group’s weighted

average cost of capital and is used across all segments, which are all based predominantly in the UK and considered to have similar risks

and rewards.

The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth

rate. The Group has used the three-year plan forecast to 2024 for the first three years of the calculation and applied a terminal growth rate of

2.5% (2020: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues.

The Group’s current year results have performed in line with the MAP23 strategy and hence this strategy has not been revised from the

prior year. The three-year forecast to 2024 assumes achievement of MAP23 targets, with the forecast for 2024 continuing that strategy. The

MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and

resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23

plan can be found in the Strategy section of the 2020 Annual Report.

The key assumptions used in the calculations of VIU for each segment have been derived from a combination of experience and

management’s expectations of future growth rates in the business. The forecasts have been prepared following a review of the business

where management has identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business

will be de-prioritised over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver

higher margins and profits.

The key assumptions and variables in this plan are sensitised in isolation and in combination. The main sensitivities applied to the key drivers

are outlined below. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the

assumptions.

Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to:

i. apply a 10% reduction to forecast Adjusted EBITDA in each year of the modelled cash flows. No impairment would occur in either of the

segments.

ii. apply a 4 percentage point increase in discount rate from 10.3% to 14.3%. No impairment would occur in either of the segments.

iii. reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill of either CGU is required for

the year ended 31 December 2021.

www.centaurmedia.com

FINANCIAL STATEMENTS

11 Other intangible assets



Computer

software

£’000

Brands and

publishing

rights

£’000

Customer

relationships

£’000

Separately

acquired

websites and

content

£’000

Total

£’000

Cost

At 1 January 2020 19,248 2,072 13,030 3,216 37,566

Additions – separately acquired 292 – – – 292

Additions – internally generated 318 – – – 318

Disposals (870) (514) (1,709) – (3,093)

Exchange differences (5) – – – (5)

At 31 December 2020 18,983 1,558 11,321 3,216 35,078

Additions – separately acquired 396 – – – 396

Additions – internally generated 298 – – – 298

Disposals (48) (178) – – (226)

Exchange differences 2 – – – 2

At 31 December 2021 19,631 1,380 11,321 3,216 35,548

Accumulated amortisation

At 1 January 2020 14,817 846 9,716 3,216 28,595

Amortisation charge for the year 1,944 165 1,671 – 3,780

Disposal (535) (203) (1,465) – (2,203)

Exchange differences (5) – – – (5)

At 31 December 2020 16,221 808 9,922 3,216 30,167

Amortisation charge for the year 1,335 114 977 – 2,426

Impairment charge for the year 55 25 – – 80

Disposals (48) (178) – – (226)

Exchange differences (1) – – – (1)

At 31 December 2021 17,562 769 10,899 3,216 32,446

Net book value at 31 December 2021 2,069 611 422 – 3,102

Net book value at 31 December 2020 2,762 750 1,399 – 4,911

Net book value at 1 January 2020 4,431 1,226 3,314 – 8,971

In the current year, the Group disposed of intangible assets totalling a net book value of £nil.

During the prior year, the Group disposed of intangible assets totalling a net book value of £890,000. £60,000 of this was recognised in the

consolidated statement of comprehensive income in continuing operations. The £60,000 loss on disposal of intangible assets in continuing

operations related to software assets that were no longer in use by the business.

The remaining £830,000 of assets disposed were recognised in discontinued operations, along with proceeds of disposal of £150,000,

resulting in a loss on disposal of £680,000 in discontinued operations. The £680,000 loss on disposal of intangible assets in discontinued

operations resulted from the disposal relating to the MarketMakers (‘MM’) business. On 24 August 2020, the Group disposed of the MM

branding and website with a net book value of £311,000 for proceeds of £150,000, resulting in a loss of £161,000. Customer relationships

recognised on the acquisition of the MM business in 2017 with a net book value of £244,000 were disposed resulting in a loss of £244,000.

MM software assets were disposed at a net book value of £275,000 resulting in a loss of £275,000. These disposals were effected in line

with the closure of the MM telemarketing business following an adverse impact on trading performance caused by Covid.

Amortisation and impairment of intangible assets is included in net operating expenses in the consolidated statement of comprehensive income.

The amortisation charge in continuing operations is £2,426,000 (2020: £3,280,000) and in discontinued operations is £nil (2020: £500,000).

Amortisation on acquired intangible assets from business combinations is presented as an adjusting item in note 4 (see note 1(b) for further

information). Total amortisation of £1,091,000 (2020: £1,949,000) on such assets is all amortisation on assets in the asset groups ‘Brands

and publishing rights’, ‘Customer relationships’ and ‘Separately acquired websites and content’ of £1,091,000 (2020: £1,836,000) in addition

to £nil (2020: £113,000) of amortisation on acquired intangible assets in the asset group ‘Computer software’. These total amounts relate to

continuing operations £1,091,000 (2020: £1,464,000) and discontinued operations £nil (2020: £485,000) as shown in note 4.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

11 Other intangible assets continued

Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by comparing the carrying value

with its recoverable amount. Please see note 10 for further details. During the current year, the Group impaired intangible assets totalling a

net book value of £80,000. The £80,000 impairment charge relates to computer software and brand and publishing rights no longer in use

by the business.

The Company has no intangible assets (2020: £nil).

12 Property, plant and equipment

Leasehold

improvements

£’000

Fixtures

and fittings

£’000

Computer

equipment

£’000

ROU assets –

property

£’000



Total

£’000

Cost   

At 1 January 2020 2,112 618 1,902 5,501 10,133

Additions – separately acquired – 14 209 1,704 1,927

Disposals (2,112) (564) (1,061) (2,122) (5,859)

Exchange differences – – (1) (6) (7)

At 31 December 2020 – 68 1,049 5,077 6,194

Additions – separately acquired – 5 51 978 1,034

Disposals – – (2) – (2)

Exchange differences – – – 2 2

At 31 December 2021 – 73 1,098 6,057 7,228

Accumulated depreciation

At 1 January 2020 2,112 484 1,405 1,817 5,818

Depreciation charge for the year – 55 240 1,912 2,207

Disposals (2,112) (499) (940) (1,529) (5,080)

Exchange differences – – (1) (8) (9)

At 31 December 2020 – 40 704 2,192 2,936

Depreciation charge for the year – 21 138 1,649 1,808

Disposals – – (2) – (2)

Exchange differences – – – 2 2

At 31 December 2021 – 61 840 3,843 4,744

Net book value at 31 December 2021 – 12 258 2,214 2,484

Net book value at 31 December 2020 – 28 345 2,885 3,258

Net book value at 1 January 2020 – 134 497 3,684 4,315

In the current year, the Group disposed of tangible assets totalling a net book value of £nil.

During the prior year the Group disposed of tangible assets totalling a net book value of £779,000, which resulted in a loss on disposal of

tangible assets of £779,000 (£177,000 in continuing operations and £602,000 in discontinued operations, see note 4).

In prior year, the £177,000 loss on disposal of tangible assets in continuing operations related to computer equipment assets that were no

longer in use by the business (£53,000), and a proportion of the disposal of the MarketMakers’ ROU asset that related to the continuing

Really B2B business (£124,000).

In prior year, the £602,000 loss on disposal of tangible assets in discontinued operations related to disposal of computer equipment

(£68,000), fixtures and fittings (£65,000) and a proportion of the disposal of the MarketMakers’ ROU asset that related to the discontinued

telemarketing business (£469,000). These disposals were effected in line with the closure of the MM telemarketing business following an

adverse impact on trading performance caused by Covid.

www.centaurmedia.com

FINANCIAL STATEMENTS

12 Property, plant and equipment continued

Depreciation and impairment of property, plant and equipment is included in net operating expenses in the consolidated statement of

comprehensive income.

The depreciation charge in continuing operations is £1,808,000 (2020: £1,992,000) and in discontinued operations is £nil (2020: £215,000).

The Company has no property, plant and equipment at 31 December 2021 (2020: £nil).

13 Investments

Company

Investments

in subsidiary

undertakings

£’000

Cost

At 1 January 2020 151,134

Additions 251

At 31 December 2020 151,385

Additions 163

At 31 December 2021 151,548

Accumulated impairment

At 1 January 2020 61,000

Impairment charge for the year 25,393

At 31 December 2020 86,393

Impairment charge for the year –

At 31 December 2021 86,393

Net book value at 31 December 2021 65,155

Net book value at 31 December 2020 64,992

Net book value at 1 January 2020 90,134

Impairment testing of the investment

As outlined in the tables below, the carrying value of the investment represents the Company’s direct ownership of Centaur Communications

Limited (‘CCL’). At 31 December 2021, the investment was tested for impairment in accordance with IAS 36. In assessing whether an

impairment of the investment is required, the carrying value of the investment is compared with its recoverable amount. The recoverable amount

is measured based on value-in-use (‘VIU’). Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly controls

the rest of the Group’s subsidiaries. Therefore, the VIU of the Company’s investment in CCL is supported by the operations of the entire Group.

In the prior year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication

of impairment of the Company’s investment carrying value, particularly following the closure of the MarketMakers (‘MM’) telemarketing

business. Therefore, a full impairment assessment was performed. An impairment of £25,393,000 was identified and recognised in the

Company’s statement of comprehensive income. After this impairment at 31 December 2020, the carrying value of the investment was

supported by the underlying trade of the continuing Group.

In the current year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication of

impairment of the Company’s investment carrying value. Therefore, a full impairment assessment has been performed.

The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and

discounts these using a pre-tax rate of 10.3% (2020: 12.8%). The discount rate used is consistent with the Group’s weighted average cost

of capital.

The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth

rate. The Group has used its three-year plan forecast to 2024 for the first three years of the calculation and applied a terminal growth rate of

2.5% (2020: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues.

The Group’s current year results have performed in line with the MAP23 strategy and hence this strategy has not been revised from the

prior year. The three-year forecast to 2024 assumes achievement of MAP23 targets, with the forecast to 2024 continuing that strategy. The

MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and

resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23

plan can be found in the Strategy section of the 2020 Annual Report.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

100

13 Investments continued

The assumptions used in the calculations of VIU have been derived based on a combination of experience and management’s expectations

of future growth rates in the business. The forecasts have been prepared following a review of the business where management has

identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business will be de-prioritised

over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver higher margins

and profits.

Sensitivities are applied to each of the key assumptions and variables in isolation and in combination, in line with those sensitivities applied

for goodwill impairment testing as outlined in note 10. As required by IAS 36, these sensitivities are applied in order to assess the effect of

reasonably possible changes in the assumptions.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the Company’s investment in CCL is

required for the year ended 31 December 2021.

Additions of £163,000 (2020: £251,000) related to capital contributions for share-based payments recharged to the Company’s subsidiaries.

In order to simplify the Group structure, the process to close dormant companies commenced during the year.

The Group closed the following subsidiaries during the year:

Name

Proportion of

ordinary shares

and voting

rights held (%) Principal activities

Country of

incorporation Date of closure

E-consultancy Asia Pacific Pte Limited 100 Dormant Singapore 6 June 2021

E-consultancy Australia Pty Limited 100 Dormant Australia 5 April 2021

Mayfield Publishing Limited 100 Dormant United Kingdom 21 December 2021

Your Business Magazine Limited 100 Dormant United Kingdom 20 April 2021

Centaur Newco 2018 Limited was dissolved during the prior year. The company did not trade since incorporation.

At 31 December 2021, the Group has control over the following subsidiaries:

Name

Proportion of

ordinary shares

and voting

rights held (%) Principal activities

Country of

incorporation

Centaur Communications Limited

100 Holding company and agency services United Kingdom

Centaur Media USA Inc.

100 Digital information, training and events United States

Chiron Communications Limited 100 In liquidation United Kingdom

E-consultancy LLC

100 Digital information, training and events United States

E-consultancy.com Limited 100 Digital information, training and events United Kingdom

Market Makers Incorporated Limited 100 In liquidation United Kingdom

Pro-Talk Ltd 100 In liquidation United Kingdom

Taxbriefs Holdings Limited 100 Holding company United Kingdom

Taxbriefs Limited 100 In liquidation United Kingdom

TheLawyer.com Limited 100 Digital information services United Kingdom

Xeim Limited 100 Digital information services United Kingdom

Directly owned by Centaur Media Plc

Registered address is 251 Little Falls Drive, Wilmington, DE19808, USA. Functional currency is USD

The registered address of all subsidiary companies, except for those identified above, is Floor M, 10 York Road, London, SE1 7ND, United

Kingdom. The functional currency of all subsidiaries is GBP except for those identified above. The consolidated financial statements

incorporate the financial statements of all entities controlled by the Company at 31 December 2021.

www.centaurmedia.com

FINANCIAL STATEMENTS

101

14 Deferred tax

The movement on the deferred tax account for the Group is shown below:



Accelerated

capital

allowances

£’000

Other

temporary

differences

£’000

Tax

losses

£’000

Total

£’000

Net asset/(liability) at 1 January 2020 626 (368) 716 974

Adjustments in respect of prior periods 66 174 33 273

Recognised in the statement of comprehensive income (9) 180 792 963

Net asset/(liability) at 31 December 2020 683 (14) 1,541 2,210

Adjustments in respect of prior periods (42) (55) (46) (143)

Recognised in the statement of comprehensive income 69 110 (4) 175

Recognised in the statement of changes in equity – 118 – 118

Net asset at 31 December 2021 710 159 1,491 2,360

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the

balances net.

2021

Group

£’000

2020

Group

£’000

Deferred tax assets 2,488 2,449

Deferred tax liabilities (128) (239)

2,360 2,210

At the year end, the Group has unused tax losses of £5,961,000 (2020: £8,104,000) available for offset against future profits. A deferred tax

asset of £1,491,000 (2020: £1,541,000) has been recognised in respect of £5,961,000 (2020: £8,104,000) of such tax losses. The Group

has concluded that the deferred tax asset will be recoverable using the estimated future taxable profit based on the FY22-24 3YP forecast.

The Group is expected to generate taxable profits from 2022 onwards. The losses can be carried forward indefinitely and have no expiry

date as long as the companies that have the losses continue to trade.

The Company had deferred tax assets on share options under long-term incentive plans of £190,000 at 31 December 2021 (2020: £68,000).

Deferred tax assets and liabilities are expected to be materially utilised after 12 months.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

102

15 Trade and other receivables

 Note

2021

Group

£’000

2020

Group

£’000

2021

Company

£’000

2020

Company

£’000

Amounts falling due within one year   

Trade receivables 5,475 5,211 – –

Less: expected credit loss 26 (564) (993) – –

Trade receivables – net 4,911 4,218 – –

Receivables from subsidiaries – – – 34,973

Receivable from Employee Benefit Trust – – – 560

Other receivables 92 162 34 77

Prepayments 981 1,240 127 107

Accrued income 75 161 – –

 6,059 5,781 161 35,717



2021

Group

£’000

2020

Group

£’000

2021

Company

£’000

2020

Company

£’000

Amounts falling due after one year   

Other receivables 319 515 41 237

Receivable from Employee Benefit Trust – – 1,156 –

319 515 1,197 237

Trade receivables included £114,000 and the expected credit loss included £114,000 in relation to discontinued operations as at 31

December 2020. No amounts relate to discontinued operations as at 31 December 2021.

Receivables from subsidiaries are unsecured, have no fixed due date and bear interest at an annual rate of 3.45% (2020: 2.49%). In

preparation for liquidation of certain Group subsidiaries (see note 13) the Company settled receivables and payables with these subsidiaries

during the year.

The receivable from Employee Benefit Trust is unsecured, has no fixed due date and does not bear interest.

Other receivables due after one year include £278,000 (2020: £278,000) in relation to a deposit on the London property lease which is fully

refundable at the end of the lease term.

16 Cash and cash equivalents



2021

Group

£’000

2020

Group

£’000

Cash at bank and in hand 13,065 8,300

The Company had no cash and cash equivalents at 31 December 2021 (2020: £nil).

www.centaurmedia.com

FINANCIAL STATEMENTS

103

17 Trade and other payables



2021

Group

£’000

2020

Group

£’000

2021

Company

£’000

2020

Company

£’000

Trade payables 1,070 219 – –

Payables to subsidiaries – – 29,397 60,044

Accruals 8,112 5,652 496 406

Social security and other taxes 886 1,274 – –

Other payables 1,337 1,574 – 7

 11,405 8,719 29,893 60,457

Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 3.45% (2020: 2.49%). In

preparation for liquidation of certain Group subsidiaries (see note 13) the Company settled receivables and payables with these subsidiaries

during the year.

In response to Covid the Government allowed payments of VAT between 20 March 2020 and 30 June 2020 to be deferred. Under this

scheme, in prior year, the Group deferred a total of £1,000,000 VAT payments, which is included in social security and other taxes above.

The Group re-paid the full amount in instalment payments from March to November 2021.

At 31 December 2020, trade payables and other payables included £61,000 and £244,000 respectively, relating to discontinued operations.

No amounts relate to discontinued operations as at 31 December 2021.

The Directors consider that the carrying amount of the trade payables approximates their fair value.

18 Lease liabilities

The lease liability currently held by the Group relates to a property lease, for which a corresponding right-of-use (‘ROU’) asset is held on the

consolidated statement of financial position within property, plant and equipment and detailed in note 12.

2021

Group

£’000

2020

Group

£’000

At 1 January 3,375 4,260

Remeasurement of lease liabilities 978 1,704

Interest expense 67 124

Cash outflow (2,036) (1,925)

Disposal on exit of lease – (788)

At 31 December 2,384 3,375

Current 1,884 1,969

Non-current 500 1,406

At 31 December 2,384 3,375

The lease liability for the Group’s property in London was remeasured during the year upon reassessment of the lease term, resulting in an

increase of £978,000. The amount of the remeasurement of the lease liability was recognised as an adjustment to the ROU asset.

During the prior year, the lease liability for the Group’s property in London was remeasured upon reassessment of the lease term and

renegotiation of payment terms due to Covid, resulting in an increase of £1,704,000. The amount of the remeasurement of the lease liability

was recognised as an adjustment to the ROU asset.

The lease liability for the Group’s property in Portsmouth, which was the office for the MarketMakers’ business, was fully released during

prior year upon the cessation of the MarketMakers’ telemarketing business.

The gain on disposal of the lease liability was recognised in the consolidated statement of comprehensive income in the prior year, with

£165,000 recognised in continuing operations for the proportion of the liability related to the continuing Really B2B business, and £623,000

recognised in discontinued operations related to the proportion of the liability that related to the discontinued telemarketing business. The

corresponding ROU asset was also disposed of (see note 12), with the resulting net gain on disposal of £195,000 being materially offset by

the exit penalty incurred.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

104

19 Deferred income



2021

Group

£’000

2020

Group

£’000

Deferred income 7,846 7,048

Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1(e) for further details.

20 Current tax assets



2021

Group

£’000

2020

Group

£’000

Corporation tax receivables 195 182

The Company had no corporation tax receivables or payables at 31 December 2021 (2020: £nil).

21 Provisions

Group

Restructuring

£’000

Other

£’000

Total

£’000

At 1 January 2020 – 50 50

Additions 1,031 – 1,031

Utilised in the year (1,031) (50) (1,081)

At 31 December 2020 and 31 December 2021 – – –

Restructuring

During the prior year, a restructuring provision of £793,000 was recognised in relation to restructuring the MarketMakers business following

a sharp fall in revenue as several major customers were hit by disruption in their own markets. A further £238,000 was provided in relation

to restructuring other parts of the wider Centaur group due to the adverse impact of Covid. The provision was fully utilised in the second half

of 2020. The associated expense was recognised within exceptional costs and presented as adjusting items as disclosed within note 4. In

2020, the staff related restructuring costs in continuing operations was £238,000 and in discontinued operations was £793,000.

Other

The other provision relates to the dilapidation provision which was acquired on the acquisition of MarketMakers in relation to the building

leased by the company in Portsmouth. This provision was utilised during the prior year as part of the exit of the Portsmouth lease upon

cessation of MarketMakers’ telemarketing business. The associated expense was recognised within discontinued exceptional costs and

presented as adjusting items as disclosed within note 4.

There were no provisions as at 31 December 2021.

www.centaurmedia.com

FINANCIAL STATEMENTS

105

22 Equity

Ordinary shares of 10p each

Nominal value

£’000

Number of

Authorised share capital – Group and Company  

At 1 January 2020, 31 December 2020 and 31 December 2021 20,000 200,000,000

Issued and fully paid share capital – Group and Company  

At 1 January 2020, 31 December 2020 and 31 December 2021 15,141 151,410,226

Deferred shares reserve

The deferred shares reserve represents 800,000 (2020: 800,000) deferred shares of 10p each, which carry restricted voting rights and have

no right to receive a dividend payment in respect of any financial year.

Reserve for shares to be issued

The reserve for shares to be issued is in respect of equity-settled share-based compensation plans. The movements in the reserve for

shares to be issued represent the total charges for the year relating to equity-settled share-based payment transactions with employees as

accounted for under IFRS 2 less transfers from this reserve to retained earnings for shares exercised or lapsed during the year.

During the prior year a transfer of £957,000 was made from the reserve to retained earnings for lapsed share awards relating to the TSR

performance condition of long-term incentive plans.

Own shares reserve

The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit Trust. At 31 December 2021,

4,550,179 (2020: 4,550,179) 10p ordinary shares are held in treasury and 2,064,185 (2020: 1,948,492) 10p ordinary shares are held in the

Employee Benefit Trust.

The Employee Benefit Trust issued 981,783 (2020: 2,038,736) shares to meet obligations arising from share-based rewards to employees

that had vested and were exercised in the current year (2020: vested in 2020 and 2019 and were exercised in 2020). The shares were

issued at a historical weighted average cost of 92.9p (2020: 61.3p) per share. The total cost of £912,000 (2020: £1,341,000) has been

recognised as a reduction in the own shares reserve in equity.

During 2021, the Employee Benefit Trust purchased 1,097,476 (2020: nil) ordinary shares in order to meet future obligations arising from

share-based rewards to employees. The shares were acquired at an average price of 43.8p per share, with prices ranging from 39.9p to

50.8p. The total cost of £481,000 (2020: £nil) has been recognised in the own shares reserve in equity.

During 2020, 2,414,434 shares were transferred out of treasury to the Employee Benefit Trust in order to meet future obligations arising from

share-based rewards to employees. The shares were transferred from treasury at the historical weighted average cost of £2,195,000 (90.9p

per share) and acquired by the Employee Benefit Trust at the market value of £604,000 (25.0p per share). The difference between

the historical weighted average cost and the market value of £1,591,000 has been eliminated on consolidation.

23 Share-based payments

The Group’s share-based payment expense for the year by plan:



2021

£’000

2020

£’000

Long-Term Incentive Plan (‘LTIP’) 488 537

Share Incentive Plan (‘SIP’) 7 4

Share-based payment expense 495 541

The share-based payment expense is presented as an adjusting item in note 4 (see note 1(b) for further information) and is included in net

operating expenses in the consolidated statement of comprehensive income.

The Group’s share-based payment plans upon vesting are equity-settled.

The share-based payment expense includes social security costs which are settled in cash upon exercise.

Notes to the Financial Statements

CONTINUED

23 Share-based payments continued

Long-Term Incentive Plan

The Group operates a Long-Term Incentive Plan (‘LTIP’) for Executive Directors and selected senior management. This is an existing

incentive policy and was approved by shareholders at the 2016 AGM. The share awards are valued at date of grant and the consolidated

statement of comprehensive income is charged over the vesting period, taking into account the number of shares expected to vest. Full

details on how the plan operates are included in the Remuneration Report.

During the year LTIP awards were granted to Executive Directors and selected senior management. Details of the performance conditions of

these awards are disclosed in the Remuneration Report.

A reconciliation of the movements in LTIP awards is shown below.

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

Grant date 29.04.2021 25.03.2021 30.06.2020 03.10.2019 25.10.2019 25.07.2019 06.04.2018 06.04.2018 24.04.2017 07.04.2017

Number of awards

Balance at

1 January 2021

– – 2,074,782 995,259 48,050 2,156,512 1,246,879 981,776 – –

Granted during the year 1,187,076 1,798,489 – – – – – – – –

Forfeited during the

year (82,025) (161,198) (187,272) – – (165,598) – – – –

Exercised during the

year – – – – – – – (981,776) – –

Lapsed during the year – – – – – –

(1,246,879) –

– –

Balance at

31 December 2021 1,105,051 1,637,291 1,887,510 995,259 48,050 1,990,914 – – – –

Exercisable at 31

December 2021 – – – – – – – – – –

Weighted average

share price at date of

exercise (p) – – – – – – – 42.01 – –

Balance at

1 January 2020 – – – 995,259 128,133 2,236,640 1,246,879 1,963,191 675,764 381,557

Granted during the year – – 2,074,782 – – – – – – –

Forfeited during the

year – – – – (80,083) (80,128) – – – –

Exercised during the

year – – – – – – – (981,415) (675,764) (381,557)

Lapsed during the year – – – – – – – – – –

Balance at

31 December 2020 – – 2,074,782 995,259 48,050 2,156,512 1,246,879 981,776 – –

Exercisable at

31 December 2020 – – – – – – – – – –

Weighted average

share price at date of

exercise (p) – – – – – – – 24.19 25.50 26.65

No options expired during the year (2020: nil).

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

106

23 Share-based payments continued

These awards were priced using the following models and inputs:

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

LTIP

2016

Grant date 29.04.2021 25.03.2021 30.06.2020 03.10.2019 25.10.2019 25.07.2019 06.04.2018 06.04.2018 24.04.2017 07.04.2017

Share price at grant date 39.78 39.50 24.00 41.50 32.50 46.00 50.20 50.20 45.75 40.75

Fair value 29.09 30.10 14.80 22.77 16.25 23.00 28.65 25.10 24.46 21.08

Vesting date

29.04.2024 25.03.2024 29.06.2023 02.10.2022 05.04.2022 05.04.2022 06.04.2021 06.04.2021 24.04.2020 07.04.2020

Exercise price (p) £nil £nil £nil £nil £nil £nil £nil £nil £nil £nil

Expected volatility (%) 48.9 48.0 47.0 40.0 – – 43.5 43.5 45.4 45.4

Expected dividend yield (%) 1.29 1.30 – – – – – 6.47 – –

Risk free interest rate (%) (0.12) (0.07) (0.09) 0.34 – – 0.86 0.86 0.12 0.12

Valuation of model used

Stochastic Stochastic Stochastic Stochastic * * Stochastic

Black–

Scholes Stochastic Stochastic

* Shares granted on 25 October 2019 and 25 July 2019 were nil-cost options with non-market-based performance conditions. These plans were valued based

on the estimated vesting value of the non-market-based conditions and expected forfeiture rates.

The plans above include non-market based performance conditions. These elements of the plans were valued based on the estimated

vesting value of the non-market based conditions and expected forfeiture rates.

The share awards outstanding at 31 December 2021 had a weighted average exercise price of £nil (2020: £nil) and a weighted remaining life

of 1.3 years (2020: 1.3 years).

Senior Executive Long-Term Incentive Plan (‘SELTIP’)

The Centaur Media Plc 2010 Senior Executive Long-Term Incentive Plan (the ‘SELTIP’) was introduced during 2011 and was approved by

shareholders at the 2010 AGM. This is not an HMRC approved scheme and vests over a three-year period with service and performance

conditions. Awards were granted under this plan in 2011 for no consideration and no exercise price. This plan is closed to new awards.

Awards of bonus units were made in 2013 as summarised in the following table:

Financial year

Threshold

profit

PBTA

achieved

Profit

growth

SELTIP

contribution

Total

bonus pool

Bonus pool

allocated*

Number

of shares

awarded in

total**

2013 £8.0m £8.6m £0.6m 30% £0.1m £0.1m 118,851

* The Remuneration Committee did not allocate the entire bonus pool in 2013.

** Awards were only made to participants with continuing employment.

www.centaurmedia.com

FINANCIAL STATEMENTS

107

Notes to the Financial Statements

CONTINUED

23 Share-based payments continued

These awards were priced using the following models and inputs:

SELTIP

2013

Grant date 15.09.11

Share price at grant date 33.88

Fair value 23.76

Vesting date 17.09.14

Exercise price (p) £nil

Number of awards

Balance at 1 January 2020, 31 December 2020 and 31 December 2021 6,862

Exercisable at 31 December 2020 and 31 December 2021 6,862

Average share price at date of exercise (p) –

There were no grants, forfeitures, exercises, lapses, or expired options during the current and prior years.

The shares awards outstanding at 31 December 2021 had a weighted average exercise price of £nil (2020: £nil) and a weighted remaining

life of 0.7 years (2020: 1.7 years).

Share Incentive Plan

The Group has a Share Incentive Plan, which is an HMRC approved Tax-Advantaged plan, which provides employees with the opportunity

to purchase shares in the Company. This plan is open to all employees who have been employed by the Group for more than 3 months.

Employees may invest up to £1,800 per annum (or 10% of their salary if less) in ordinary shares in the Company, which are held in trust.

The shares are purchased in open market and are held in trust for each employee. The shares can be withdrawn with tax paid at any time,

or tax-free after five years. The Group matches the contribution with a ratio of one share for every two purchased. Other than continuing

employment, there are no other performance conditions attached to the plan.

The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of the Group.

 2021 2020

Number of outstanding matching shares 57,495 58,117

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

108

24 Dividends

2021

£’000

2020

£’000

Equity dividends 

Final dividend for 2020: 0.5p per 10p ordinary share 726 –

Interim dividend for 2021: 0.5p per 10p ordinary share 724 –

 1,450 –

The total dividend pertaining to 2020 was the final dividend for the year ended 31 December 2020 of £726,000 (0.5p share). This dividend

was paid on 28 May 2021.

An interim dividend for the six months ended 30 June 2021 of £724,000 (0.5p per ordinary share) was paid on 22 October 2021 to all

ordinary shareholders on the register as at close of business on 8 October 2021.

A final dividend for the year ended 31 December 2021 of £725,000 (0.5p share) is proposed by the Directors and subject to shareholder

approval at the Annual General Meeting, will be paid on 27 May 2022 to all ordinary shareholders on the register at the close of business on

13 May 2022.

During the prior year, the Company received a dividend of £40,000,000 from Centaur Communications Limited. No dividends were received

in the current year.

25 Notes to the cash flow statement

Reconciliation of profit / (loss) for the year cash generated from operating activities:

 Note

2021

Group

£’000

2020

Group

£’000

2021

Company

£’000

2020

Company

£’000

Profit/(loss) for the year 1,417 (14,428) (2,325) (27,828)

Adjustments for:

Tax 7 (56) (1,232) (512) (433)

Net interest expense 2,6 260 332 1,182 838

Depreciation 12 1,808 2,207 – –

Impairment of property, plant and equipment 12 – – – –

Amortisation of intangible assets 11 2,426 3,780 – –

Impairment of intangible assets 11 80 – – –

Impairment of goodwill 10 – 11,009 – –

Loss on disposal of assets and liabilities 11,12,18 – 731 – –

Loss on impairment of investment 13 – – – 25,393

Share-based payment charge 5,23 495 541 325 (15)

Dividends waived 2 – 2 –

Dividends received from subsidiaries 24 – – – 40,000

Unrealised foreign exchange differences (65) 83 – –

Changes in working capital:

(Increase)/decrease in trade and other receivables (259) 4,445 34,359 (34,050)

Increase/(decrease) in trade and other payables 2,615 (3,732) (31,389) (3,750)

Increase/(decrease) in deferred income 798 (1,671) – –

Cash generated from operating activities 9,521 2,065 1,642 155

www.centaurmedia.com

FINANCIAL STATEMENTS

109

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

110

25 Notes to the cash flow statement continued

Reconciliation of movements of liabilities and associated assets to cash flows arising from financing activities:

 Note

Group and

Company

Net

borrowings

£’000

Group

Lease

liabilities

£’000

At 1 January 2020 (130) 4,260

Changes from financing cash flows:

Loan arrangement fees (25) –

Interest paid (130) –

Repayment of obligations under finance leases 18 – (1,925)

(155) (1,925)

Other changes:

Interest expense 6 215 124

Remeasurement of lease liabilities 18 – 1,704

Disposal on exit of lease 18 – (788)

215 1,040

Balance at 31 December 2020 (72) 3,375

Changes from financing cash flows:

Loan arrangement fees (107) –

Interest paid (87) –

Repayment of obligations under finance leases 18 – (2,036)

(194) (2,036)

Other changes:

Interest expense 6 194 67

Remeasurement of lease liabilities 18 – 978

194 1,045

Balance at 31 December 2021 (72) 2,384

Net borrowings is comprised of a loan arrangement fee debtor of £75,000 (2020: £79,000) presented within other receivables on the

statement of financial position and a commitment fee creditor of £3,000 presented as bank and other borrowings on the statement of

financial position (2020: £7,000). The movements of this asset and liability together give rise to cash flows from financing activities relating to

the £25m revolving credit facility.

26 Financial instruments and financial risk management

Financial risk management

The Board has overall responsibility for the determination of the Group’s risk management policies. The Board receives monthly reports from

the Chief Financial Officer through which it reviews the effectiveness of policies and processes put in place to manage risk. The Board sets

policies that reduce risk as far as possible without unduly affecting the operating effectiveness of the Group.

The Group’s activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity risk, capital risk and currency risk.

Of these, credit risk and liquidity risk are considered the most significant. This note presents information about the Group’s exposure to each

of the above risks.

www.centaurmedia.com

FINANCIAL STATEMENTS

111

26 Financial instruments and financial risk management continued

Categories of financial instruments

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the

basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are

disclosed in note 1(s). All financial assets and liabilities are measured at amortised cost.

 Note

2021

£’000

2020

£’000

Financial assets  

Cash and bank balances 16 13,065 8,300

Trade receivables – net 15 4,911 4,218

Other receivables 15 411 677

18,387 13,195

Financial liabilities 

Lease liabilities 18 2,384 3,375

Trade payables 17 1,070 219

Accruals 17 8,112 5,652

Provisions 21 – –

Other payables 17 1,337 1,574

12,903 10,820

Credit risk

The Group’s principal financial assets are trade and other receivables (note 15). Credit risk refers to the risk that a counterparty will default

on its contractual obligations resulting in financial loss to the Group. The carrying amount of financial assets recorded in the financial

statements, which is net of impairment losses, represents the Group’s maximum exposure to credit risk in relation to financial assets. Credit

risk is managed on a Group basis. The Group does not consider that it is subject to any significant concentrations of credit risk.

Trade receivables

Trade receivables consist of a large number of customers, of varying sizes and spread across diverse industries and geographies. The

Group does not have significant exposure to credit risk in relation to any single counterparty or group of counterparties having similar

characteristics. The Group’s exposure to credit risk is influenced predominantly by the circumstances of individual customers as opposed to

industry or geographic trends.

The business assesses the credit quality of customers based on their financial position, past experience and other qualitative and

quantitative factors. The Group’s policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days

from the date of invoice. Under normal trading conditions, the Group is exposed to relatively low levels of risk and potential losses are

mitigated as a result of a diversified customer base and the requirement for events and certain premium content subscription invoices to be

paid in advance of service delivery.

The credit control function within the Group’s finance department monitors the outstanding debts of the Group and trade receivable

balances are analysed by the age and value of outstanding balances.

Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with a charge taken through the

consolidated statement of comprehensive income. The Group also records an allowance for the lifetime expected credit loss on its trade

receivables balances under the simplified approach as mandated by IFRS 9. The impairment model for trade receivables, under IFSR 9,

requires the recognition of impairment provisions based on expected lifetime credit losses rather than only incurred ones. All balances past

due are reviewed with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to note 1(s) for further

details on the approach to allowance for expected credit losses on trade receivables.

The allowance for expected lifetime credit losses, and changes to it, are taken through administrative expenses in the consolidated

statement of comprehensive income.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

112

26 Financial instruments and financial risk management continued

The ageing of trade receivables according to their original due date is detailed below:



2021

Gross

£’000

2021

Provision

£’000

2020

Gross

£’000

2020

Provision

£’000

Not due 3,488 (43) 3,265 (76)

0–30 days past due 972 (25) 598 (26)

31–60 days past due 161 (9) 140 (10)

61–90 days past due 146 (16) 167 (39)

Over 90 days past due 708 (471) 1,041 (842)

 5,475 (564) 5,211 (993)

Trade receivables that are less than 3 months past due are generally not considered to be impaired, except where specific credit issues or

delinquency in payments have been identified. In making the assessment that unprovided trade receivables are not impaired, the Directors

have considered the quantum of gross trade receivables which relate to amounts not yet included in income, including amounts in deferred

income and amounts relating to VAT. The credit quality of trade receivables not yet due nor impaired has been assessed as acceptable.

The movement in the allowance for expected credit losses on trade receivables is detailed below:

2021

Continuing

£’000

2021

Discontinued

£’000

2021

Total

£’000

2020

Continuing

£’000

2020

Discontinued

£’000

2020

Total

£’000

Balance at 1 January 879 114 993 729 378 1,107

Utilised (276) (114) (390) (134) (24) (158)

Additional provision charged to the

statement of comprehensive income – – – 255 – 255

Release (39) – (39) – (241) (241)

Written back – – – 29 1 30

Balance at 31 December 564 – 564 879 114 993

The Group’s policy requires customers to pay in accordance with agreed payment terms which are generally 30 days from the date of

invoice or in the case of live events related revenue no less than 30 days before the event. All credit and recovery risk associated with trade

receivables has been provided for in the consolidated statement of financial position. The Group’s policy for recognising an impairment

loss is given in note 1(s)(ii). Impairment losses are taken through administrative expenses in the consolidated statement of comprehensive

income.

The remaining provision in prior year of £114,000 for discontinued operations related to MarketMakers trade debtors which was fully

provided for as at 31 December 2020. This was fully utilised in the current year.

The Directors consider the carrying value of trade and other receivables approximates to their fair value.

Cash and cash equivalents

Banks and financial institutions are independently rated by credit rating agencies. We choose only to deal with those with a minimum ‘A’

rating. We determine the credit quality for cash and cash equivalents to be strong.

Other receivables

Other receivables are neither past due nor impaired. These are primarily made up of sundry receivables, including employee-related debtors

and receivables in respect of distribution arrangements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk

by maintaining adequate reserves and working capital credit facilities, and by continuously monitoring forecast and actual cash flows.

In March 2021, the Group terminated its existing £25m multi-currency revolving credit facility with NatWest and Lloyds which was due

to run to November 2021. It has been replaced by a new multi-currency revolving credit facility with NatWest which runs to March 2024

with the option to extend for two periods of one year each. The new facility consists of a £10m committed facility and an additional £15m

uncommitted accordion option, both of which can be used to cover the Group’s working capital and general corporate needs. As at 31

December 2021, the Group had cash of £13,065,000 (2020: £8,300,000) with a full undrawn loan facility of £25m (2020: full undrawn loan

facility of £25m).

www.centaurmedia.com

FINANCIAL STATEMENTS

113

26 Financial instruments and financial risk management continued

The following tables detail the financial maturity for the Group’s financial liabilities:



Book

value

£’000

Fair

value

£’000

Less than

1 year

£’000

2–5 years

£’000

At 31 December 2021   

Financial liabilities

Interest bearing 2,384 2,384 1,884 500

Non-interest bearing 10,519 10,519 10,519 –

 12,903 12,903 12,403 500

At 31 December 2020   

Financial liabilities

Interest bearing 3,375 3,375 1,969 1,406

Non-interest bearing 7,445 7,445 7,445 –

 10,820 10,820 9,414 1,406

The Directors consider that book value is materially equal to fair value.

The book value of primary financial instruments approximates to fair value where the instrument is on a short maturity or where they bear

interest at rates that approximate to the market.

The following table details the level of fair value hierarchy for the Group’s financial assets and liabilities:

Financial Assets Financial Liabilities

Level 1 Level 3

Cash and bank balances Lease liabilities

Level 3 Trade payables

Trade receivables – net Accruals

Other receivables Provisions

Other payables

Borrowings*

* Borrowings are purely in relation to the Group’s revolving credit facility which is discussed above. The amount drawn down from this facility at 31 December

2021 was £nil (2020: £nil).

All trade and other payables are due for payment in one year or less, or on demand.

Interest rate risk

The Group has no significant interest-bearing assets but is exposed to interest rate risk when it borrows funds at floating interest rates

through its revolving credit facility. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group evaluates

its risk appetite towards interest rate risks regularly to manage interest rate risk in relation to its revolving credit facility if deemed necessary.

The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2021 the only floating rate to

which the Group was exposed was LIBOR. The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in the

liquidity risk section of this note.

Interest rate sensitivity

The Group has not drawn down from its revolving credit facility in the current year or prior year therefore a sensitivity analysis has not been

performed.

Notes to the Financial Statements

CONTINUED

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

114

26 Financial instruments and financial risk management continued

Capital risk

The Group manages its capital to ensure that all entities in the Group will be able to continue as a going concern while maximising return to

stakeholders, as well as sustaining the future development of the business.

The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 16), and equity attributable to the

owners of the parent, comprising issued share capital (note 22), other reserves and retained earnings. The Board also considers the levels of

own shares held for employee share plans and the ability to issue new shares for acquisitions, in managing capital risk in the business.

For the whole of 2020, the Group benefited from its banking facilities, renewed in November 2019 which ran until November 2021 with

an option to extend for a further two periods of one year each. Interest was calculated on LIBOR plus a margin dependent on the Group’s

net leverage position, which was re-measured quarterly in line with covenant testing. The Group’s borrowings were subject to financial

covenants tested quarterly. The principal financial covenants under the facility were the ratio of net debt to Adjusted EBITDA (see note 1(b)

for explanation and reconciliation of Adjusted EBITDA) would not exceed 2.5:1 and the ratio of EBITDA to net finance charges would not be

less than 4:1. In July 2020, the Group agreed with the banks to waive leverage and interest cover covenants up to, and including, the testing

periods to 30 September 2021. This was subject to minimum liquidity tests which were reported monthly. At no point during the prior year

did the Group breach its covenants or its minimum liquidity tests.

From March 2021, the Group benefited from a new banking facility with NatWest, which featured a committed £10m facility and an

additional uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate

needs. The facility is available until March 2024 with an option to extend for a further two periods of one year each. Interest is calculated

on SONIA plus a margin dependent on the Group’s net leverage position, which is re-measured quarterly in line with covenant testing. The

Group’s borrowings are subject to financial covenants tested quarterly. The principal financial covenants under the facility are that the ratio of

net debt to EBITDA shall not exceed 2.5:1 and the ratio of EBITDA to net finance charges shall not be less than 4:1. At no point during the

year did the Group breach its covenants.

Currency risk

Substantially all the Group’s net assets are in the United Kingdom. Most of the revenue and profits are generated in the United Kingdom

and consequently foreign exchange risk is limited. The Group continues to monitor its exposure to currency risk, particularly as the business

expands into overseas territories such as North America, however the results of the Group are not currently considered to be sensitive to

movements in currency rates.

27 Pension schemes

The Group contributes to individual and collective money purchase pension schemes in respect of Directors and employees once they have

completed the requisite period of service. The charge for the year in respect of these defined contribution schemes is shown in note 5.

Included within other payables is an amount of £76,000 (2020: £77,000) payable in respect of the money purchase pension schemes.

28 Capital commitments

At 31 December 2021, the Group had no capital commitments (2020: £nil).

www.centaurmedia.com

FINANCIAL STATEMENTS

115

29 Related party transactions

Group

Key management compensation is disclosed in note 5. There were no other material related party transactions for the Group in the current

or prior year.

Company

The Company had the following transactions with subsidiaries during the year.

i) Interest

During the year, interest was recharged from subsidiary companies as follows:

2021

£’000

2020

£’000

Net interest payable 988 623

There were no borrowings at the year end.

The balances outstanding with subsidiary companies are disclosed in notes 15 and 17.

ii) Dividends

During the prior year, the Company received a dividend of £40,000,000 from its subsidiary, Centaur Communications Limited. No dividends

were received in the current year.

There were no other material related party transactions for the Company in the current or prior year.

Audit exemption

For the year ended 31 December 2021 the Company has provided a guarantee pursuant to sections 479A-C of Companies Act 2006 over

the liabilities of the following subsidiaries and, as such, they are exempt from the requirements of the Act relating to the audit of individual

financial statements, or preparation of individual financial statements, as appropriate, for this financial year.

Name

Company

number

Outstanding

liabilities

£’000

Centaur Communications Limited 01595235 21,530

Chiron Communications Limited 01081808 –

E-consultancy.com Limited 04047149 2

Market Makers Incorporated Limited 05063707 –

Pro-Talk Limited 03939119 –

Taxbriefs Holdings Limited 03572069 –

Taxbriefs Limited 01247331 –

TheLawyer.com Limited 11491880 2,101

Xeim Limited 05243851 11,117

See note 13 for changes to subsidiary holdings during the year.

30 Events after the reporting date

No material events have occurred after the reporting date.

Five Year Record (Unaudited)

2017* 2018* 2019 2020 2021

Revenue (£m) 64.7 50.3 39.6 32.4 39.1

Operating (loss)/profit (£m) (0.3) (20.3) (7.8) (2.3) 1.6

Adjusted operating profit/(loss) (£m) 4.1 (2.2) (1.2) – 3.2

Adjusted operating profit/(loss) margin 6% (4%) (3%) – 8%

(Loss)/profit before tax (£m) (0.7) (20.5) (8.1) (2.6) 1.4

Adjusted profit/(loss) before tax (£m) 3.7 (2.4) (1.5) (0.3) 3.0

Adjusted diluted EPS (pence) 1.8 (1.4) 0.3 0.3 1.9

Ordinary dividend per share (pence) 3.0 3.0 1.5 0.5 1.0

Net operating cash flow (£m) 12.1 5.6 4.7 2.1 9.5

Average permanent headcount (FTE) 589 758 317 282 264

Revenue per head (£’000) 110 66 125 115 148

Revenue by type

2017*

£m

2018*

£m

2019

£m

2020

£m

2021

£m

Premium Content 19.1 14.4 14.4 13.2 12.9

Marketing Services 1.9 4.5 4.3 2.9 3.3

Training and Advisory 8.0 8.0 7.6 8.5 12.6

Events 18.7 6.5 6.4 2.5 3.8

Marketing Solutions 9.3 4.6 4.6 4.2 5.0

Recruitment Advertising 3.5 2.7 2.3 1.1 1.5

Telemarketing Services 4.2 9.6 – – –

64.7 50.3 39.6 32.4 39.1

Other

2017*

£m

2018*

£m

2019

£m

2020

£m

2021

£m

Goodwill and other intangible assets 94.2 78.1 61.2 46.1 44.2

Other assets and liabilities (13.4) (11.5) (9.4) (7.2) (10.2)

Net assets before net cash 80.8 66.6 51.8 38.9 34.0

Net cash 4.1 0.1 9.3 8.3 13.1

Total equity 84.9 66.7 61.1 47.2 47.1

* 2017 – 2018 have not been re-presented with regards to discontinued operations relating to the cessation of the MarketMakers telemarketing business

in 2020.

Marketing and Advertising Solutions revenue was split into Marketing Solutions and Recruitment Advertising in the prior year.

Centaur Media Plc

Annual Report and Financial Statements for the year ended 31 December 2021

116

Directors, Advisers and

other Corporate Information

Company registration number

04948078

Incorporated/domiciled in

England and Wales

Registered office

Floor M

10 York Road

London

SE1 7ND

United Kingdom

Directors

Colin Jones (Chair)

Swagatam Mukerji (Chief Executive Officer)

Simon Longfield (Chief Financial Officer)

William Eccleshare

Carol Hosey

Leslie-Ann Reed

Company Secretary

Helen Silver

Independent Auditor

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Registrars

Share Registrars Limited

3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

External Lawyers

Dechert LLP

160 Queen Victoria Street

London

EC4V 4QQ

Brokers

Investec Bank plc

Singer Capital Markets

CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2021

Floor M

10 York Road

London

SE1 7ND