Full Year Results

GlobalData PLC

04 March 2024

4 March 2024

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GlobalData Plc

Full Year Results

31 December 2023

Strong results and Adjusted EBITDA margin above 40% for first time

Growth Optimisation Plan completed ahead of schedule

New Growth Transformation Plan launched to accelerate value creation

GlobalData Plc (AIM: DATA, GlobalData, the Group), a leading data, analytics, and insights platform, today publishes its results for the year ended 31 December 2023 (FY23).

· Excellent growth in Adjusted EBITDA (+28%), with margins accelerating to 41%

· Total revenue growth of 12% and strong underlying revenue growth of 7%

· Statutory profit before tax grew by £3.1m to £41.5m (2022: £38.4m) reflecting an 8% increase on prior year

· Proposed final dividend of 3.2p increases total dividend by 28% to 4.6 pence per share

· Launch of new Growth Transformation Plan 2024-2026 and reorganisation into three focused divisions - Healthcare, Consumer, Technology

· Inflexion acquisition of 40% of Healthcare division on track to close during Q2 2024. Net cash proceeds of approximately £434m will provide flexibility for accelerated value-creating M&A across the Group

· Well positioned for sustainable organic growth, supported by value accretive M&A

Mike Danson, Chief Executive Officer of GlobalData Plc, commented:

"2023 has been a year of positive operational and financial momentum for GlobalData. Over the last four years we have transformed this business, having completed our Growth Optimisation Plan, which was set to finish at the end of 2024, earlier than planned.

Investment in our One Platform has continued at pace as a wide range of corporates embed our mission critical data into their workflow. We look forward to welcoming Inflexion, who will invest to become 40% minority shareholder in our Healthcare business. This significant milestone in our evolution will unlock substantial value for our shareholders and offers us the flexibility to launch a more ambitious approach to growth, including accelerating value-creating M&A across the Group.

We enter the new financial year with the Group now re-organised across three customer-focused divisions - Healthcare, Consumer and Technology and with c.80% revenue visibility. Investing in our product and AI, sales resources and M&A are key priorities. With a clear vision and a strong team ready to execute our new Growth Transformation Plan, we look forward to the year ahead with confidence as we seek to significantly expand GlobalData's scale, speed up our growth, and sustain value creation for our stakeholders."

Highlights

Financial results for the year ended 31 December 2023.

Key performance metrics	2023	2022	Growth	Underlying growth¹
Revenue	£273.1m	£243.2m	+12%	+7%
Operating profit	£73.7m	£56.0m	+32%
Operating profit margin	27%	23%	+4 pts
Adjusted EBITDA¹	£110.8m	£86.4m	+28%
Adjusted EBITDA margin¹	41%	36%	+5 pts
Statutory profit before tax (PBT)	£41.5m	£38.4m	+8%
Earnings per share (EPS)	3.8p	3.8p²	-
Adjusted EPS¹	6.8p	6.1p²	+11%
Total dividends	4.6p	3.6p²	+28%
Invoiced Forward Revenue¹	£135.2m	£133.5m	+1%	+4%
Net bank debt¹	£243.9m	£249.6m	-2%

Financial Highlights

· Strong growth in both revenue and profit

o The full year impact of acquisitions augmented underlying revenue progression, to report overall revenue growth of 12%.

o Robust underlying revenue growth of 7% (2022: 10%) was underpinned by subscriptions which represented 79% of total revenues (2022: 81%).

o Significant Adjusted EBITDA margin expansion to 41% (2022: 36%).

· Adjusted EBITDA up 28% to £110.8m (2022: £86.4m).

· Statutory PBT grew by £3.1m to £41.5m (2022: £38.4m) an 8% increase on prior year.

· Operating cash flow grew by 18% to £101.0m (2022: £85.4m).

· Invoiced Forward Revenue grew to £135.2m (underlying growth of 4%) at 31 December 2023 (31 December 2022: £133.5m).

· Enter FY24 with c.80% visibility (contracted and renewable revenues) of budgeted revenues.

· Total dividends grew by 28% to 4.6p (2022: 3.6p restated²).

Operational Highlights

· Completed our Growth Optimisation Plan a year earlier than expected via four key pillars:

o Customer Obsession, World-Class Product, Sales Excellence and Operational Agility

· In December, launched our new Growth Transformation Plan 2024-2026, continuing to use the same four pillar framework

o Transformational growth initiatives set GlobalData up for future success:

§ Three customer focused divisions from FY24: Healthcare, Consumer and Technology.

§ Accelerate our investment in Artificial Intelligence capability and make Artificial Intelligence central to our strategy and operations.

§ Invest in Sales global headcount.

§ Invest in people, culture and talent.

§ Invest in M&A capability and execution.

· Announced a minority investment by Inflexion Private Equity Partners LLP ('Inflexion') for a 40% stake in our Healthcare division, with anticipated completion in Q2 2024

o 40% stake for expected net proceeds of £434m, valuing our Healthcare division at £1.115bn.

o Healthcare represents ~38% of Group FY23 revenues.

o GlobalData retains majority control and will continue to fully consolidate the Healthcare results post completion.

o Transformational transaction that provides flexibility for value-creating M&A.

Current Trading and Outlook

· Entering the new financial year from a position of strength in terms of revenue visibility and balance sheet.

· Initiatives to deliver accelerated growth - uncertainty driving demand for our 'gold standard' data, delivered through our One Platform.

· Continued focused approach to cost management and capital discipline, including mitigating the impact of inflation through advancements in technology and efficiency savings, whilst ensuring the business remains appropriately invested for sustainable growth and systematic M&A activity.

· Clear financial targets for FY24 and beyond:

o Steadily progressing to 45% Adjusted EBITDA margin over the course of the plan period and reinvesting into the Growth Transformation Plan; targeting high single to double-digit organic revenue growth.

o Platform in place to accelerate inorganic growth opportunities across our three customer-focused divisions.

o Target £500m of revenue by the end of 2026, through a combination of organic growth and M&A.

Note 1: Defined in the explanation of non-IFRS measures on page 19.

Note 2: The prior year comparatives for reported EPS, adjusted EPS and dividends have been restated to reflect the impact of the share-split, which completed on 25 July 2023 (see note 8).

ENQUIRIES

GlobalData Plc
Mike Danson, Chief Executive Officer	0207 936 6400
Graham Lilley, Chief Financial Officer

J.P. Morgan Cazenove (Nomad and Joint Broker)	0207 493 8000
Bill Hutchings / Mose Adigun

Panmure Gordon (Joint Broker)	0207 886 2500
Rupert Dearden / Dougie McLeod

Deutche Numis Securities (Joint Broker) Nick Westlake / Iqra Amin	0207 260 1000
FTI Consulting LLP (Financial PR)	0203 727 1000
Edward Bridges / Dwight Burden / Emma Hall

Notes to Editors

About GlobalData Plc
GlobalData Plc (AIM: DATA) is a leading data, insights, and analytics platform for the world's largest industries. Our mission is to help our clients decode the future, make better decisions, and reach more customers.

One Platform Model

GlobalData's One Platform model is the foundation of our business and is the result of years of continuous investment, targeted acquisitions, and organic development. This model governs everything we do, from how we develop and manage our products, to our approach to sales and customer success, and supporting business operations. At its core, this approach integrates our unique data, expert analysis, and innovative solutions into an integrated suite of client solutions and digital community platforms, designed to serve a broad range of industry markets and customer needs on a global basis. The operational leverage this provides means we can respond rapidly to changing customer needs and market opportunities, and continuously manage and develop products quickly, at scale, with limited capital investment as well as providing unique integration opportunities for M&A.

Strategic Priorities

GlobalData's four strategic priorities are: Customer Obsession, World-Class Product, Sales Excellence and Operational Agility.

CHIEF EXECUTIVE'S REVIEW

We said 2023 would be a year of 'leveraging the platform', where we intended to capitalise on the multiple levers open to us to create growth. I'm pleased to report that we have done just that and more.

Uncertainty continues to drive demand for our mission-critical data. Not only have we invested in scaling our One Platform to make it the best it can be, but we also continue to nurture and bring in talent and expertise to bolster our offering. Out of our 320 datasets, 290 are proprietary and unique to us. This valuable proprietary IP which no one else has is what sets us apart and enables our 4,810 clients, many of whom are large, blue chips to make critical and informed decisions in real time.

FY23 Performance

With a continued strong performance throughout the year, GlobalData successfully delivered its near-term financial target of at least 40% Adjusted EBITDA margin. The margin progression since FY20 is symptomatic of our largely fixed cost base and high operational gearing, as well as structured integration and synergy realisation in our acquisitions. Adjusted EBITDA grew by 28% to £110.8m (2022: £86.4m) and operating profit grew by 32% to £73.7m (2022: £56.0m). Statutory profit before tax grew by 8% to £41.5m (2022: £38.4m), reflecting operating performance and net finance costs of £32.2m (2022: £17.6m).

In FY23 revenue was £273.1m (2022: £243.2m), reflecting growth of 12%, which included 7% underlying growth. Whilst the 7% underlying growth was less than our double-digit target, we remain confident in our key growth levers and are investing in our product and sales resources during FY24 and continue our ambition to target high single to double-digit organic revenue growth over the longer term.

Subscription revenue, which represents 79% of total revenue (2022: 81%), grew by 9% and 7% on an underlying basis. We continued to see strong renewal rates across our (>£20k) subscription clients, on a volume basis our renewal rates were 84% (2022: 84%). A slight reduction in price increases and upsell growth¹ (which also directly impacted revenue growth), as well as the impact of currency in Q4 2023, meant that there was a small reduction in value renewal rates to 94% (2022: 101%). This is on the back of strong pricing growth through 2022.

We enter the new financial year with c.80% revenue visibility for FY24. Securing multi-year contracts remains our key focus.

Growth Optimisation Plan

Over the last four years, our Growth Optimisation Plan moved the business forward in multiple ways. Executing on our four strategic pillars, we have built a world-class, multi-industry platform with mission critical data, analytics and insights across 20 industries that is scalable and is ideally positioned to integrate new datasets and content into our existing vertical offering or expand our breadth into new vertical markets.

Through our relentless focus on our key growth areas - Customer Obsession, World Class Product, Sales Excellence and Operational Agility - we have scaled GlobalData to deliver £273.1m of revenues in FY23 and in executing the plan, generated significant value for the Group through focused initiatives and delivery against both organic and inorganic objectives.

Revenue on an organic basis grew by CAGR 9% FY20-FY23, with additional revenue from M&A (~£40m) delivering an overall revenue CAGR of 15%.

1) Customer Obsession

Through our ongoing focus on customers, we have fostered strong relationships which took our total customer number to 4,810, with growth coming from larger clients (>£20k). We have set a target to increase the volume of renewal rates to more than 90% over the medium term, having delivered 84% in FY23.

With Artificial Intelligence advancements helping to drive customer success, our customer engagement intelligence is helping us to target specific recommendations for clients such as flagging relevant content and customising solutions. Initiatives are constantly underway to ensure our people are engaging with customers as much as possible, to understand customer needs in order to pivot towards a more solutions-based approach. The combination of Artificial Intelligence and human expertise sets us apart from peers.

¹Selling more seats and product to existing customers

2) World Class Product

Our continued investment in Artificial Intelligence has enhanced our customer proposition, and we are excited about the opportunity to improve usability, driving even greater customer engagement in the years ahead. We have a clear Artificial Intelligence roadmap focused on the four areas of usability, automation, new products and internal processes all of which supported our Growth Optimisation Plan.

This year significant expansion of Artificial Intelligence coverage has been underway. The team is focused on continuously improving our products with an 'AI Hub' launched in Q4, providing natural language Q&A and dataset access. Artificial Intelligence powered prompt cards have been developed to generate reports in real-time for our clients, giving them timely access to solutions to complex requests, improving client user experience and satisfaction.

3) Sales Excellence

Our sales teams are focused on pulling key levers for growth with an ambitious target to take our volume renewal rate in our larger clients (>£20k) from 84% to over 90%, through increasing client engagement and enhancing client and user experience. During the year, in addition to selling more seats and product to existing customers, we had a net increase in the number of larger clients (>£20k) to 2,703 (2022: 2,632), a year-on-year increase of 3%. Our value renewal rate stood at 94%. Our Invoiced Forward Revenue position and new business pipeline remain healthy, and with investment in new sales roles, we are well placed to drive forward and deliver on sales excellence.

We are increasingly using Artificial Intelligence driven tools across a number of areas to retain existing clients and grow our partnerships as well as win new clients. Actively using Artificial Intelligence tools to monitor the health of our client relationships, as well as to help coach our sales teams, to personalise the selling process and to increase co-ordination across our teams, is producing tangible results.

In 2023, having launched the 'Decoded' GlobalData newsletter we now have over 750,000 newsletter subscribers.

As we become ever more embedded into our clients' business activities, we continue to see a significant opportunity to add greater value to our existing clients, including via sales synergies in acquired businesses. Our addressable market is substantial. We believe there are more than 125,000 client opportunities, compared to our existing 4,810 customers, with significant latent growth potential in the US and professional services markets.

4) Operational Agility

We remain focused in our approach to cost management, resource allocation and capital discipline, whilst also ensuring the business remains appropriately invested for sustainable growth, and strategic M&A activity. We are a highly cash generative business, and our business model remains attractive to credit providers due to our ability to deleverage quickly. This gives us access to capital to fund acquisitions to scale our business.

Our growth has been maintained by our continued focus on M&A, with eight acquisitions completed during the plan, and 25 since 2015. As well as our commitment to continuous organic investment in our product, the recent acquisitions of Life Sciences, LMC, MBI and TS Lombard have all added high value data and insights to our platform. The launch of new Themes proposition across all Intelligence Centers significantly improved macro themes coverage, provided by TS Lombard.

Importantly, we have set ourselves up for continued success in the attractive markets in which we operate. The transformative Healthcare transaction announced in December will provide us with the flexibility to speed up our ambitious growth acceleration plans.

A transformative deal in our Healthcare business

On 21 December 2023, Inflexion Private Equity Partners LLP ('Inflexion') exchanged on a transaction to acquire a 40% minority shareholding in GlobalData's Healthcare division and is expected to generate net proceeds at completion of approximately £434m. The investment by Inflexion, a leading investor in the sector, represents a strong endorsement and provides a meaningful partner to accelerate the Healthcare division's growth.

Whilst the deal underscores the value of GlobalData's assets and an implied value for our Healthcare division of £1,115m, it will also enable us to:

· Increase investment in product development and Artificial Intelligence;

· Strengthen our balance sheet;

· Provide additional flexibility to accelerate value-creating M&A across the Group; and

· Continue investing in our talent development and pipeline.

The deal is expected to close by the end of Q2 2024, upon fulfilment of the Conditions Precedent set out within the share options agreement.

New Growth Transformation Plan - 2024 to 2026

Having completed our Growth Optimisation Plan earlier than expected, we are now focused on our next growth chapter.

Following a detailed review of our growth opportunity, we announced our new Growth Transformation Plan alongside our transformative deal in December, which will significantly expand GlobalData's scale. This is building on the good foundational work done to date and further accelerating implementation.

Building on our success to date, and with multiple levers for growth, we will be focusing on:

· Getting even closer to our customers;

· Targeting a hugely material organic growth opportunity (a total addressable market of c.£20 billion);

· Adopting transformational Artificial Intelligence; and

· Investing in transformational M&A.

1) Customer Obsession remains our number one priority

We strive to be the 'go-to' strategic partner to our end-markets and deliver exceptional value to our customers. As we seek to elevate our customer-focused approach throughout the Group and drive value-enhancing revenue and margin expansion, we reorganised our structure at the beginning of FY24 to create three new customer-focused business divisions:

Healthcare, Consumer and Technology.

Our market-led divisions have dedicated teams with individual management accountable for delivering against our new plan. Our sales and product teams remain focused on targeting specific end-markets, whilst having access to our Group technology and platform capabilities, plus support from our corporate teams.

This reorganisation will be underpinned by the move to a solution-based sales model, where the combination of our Artificial Intelligence capability and proprietary data enables us to provide comprehensive intelligence solutions to our customers more quickly and efficiently. Our realignment around customer solutions will bring new workflow tools and new content sets with enhanced integration, providing the ability to improve the overall usability of our products and customer experience.

Ultimately, we will focus on delivering significant increase in client engagement across all teams. Whilst expanding our sales force, we are also going to increase analyst engagement, with a view to take our analyst-client interactions to more than 30,000 in 2024 (vs 20,000 in 2023), and consultant-client interactions to more than 20,000 in 2024 (vs 8,000 in 2023).

Looking ahead, we remain laser focused on progressing our key different areas of Customer Obsession.

2) Continued focus on investment in product development and Artificial Intelligence capability

As part of our renewed focus on growth acceleration, we will continue to create value through product development. As such, our investment will be evenly spread across core product enhancements and Artificial Intelligence capability.

First and foremost, every year we will maintain a step change in the product capabilities that we have, by adding extra functions and capabilities to our offering. We will also be focusing on enhancing and expanding our proprietary data offering, and we are already seeing a 27% increase in proprietary data.

Our competitive differentiation is a key value driver, and we continuously invest in new data types. Since 2019, we saw a c.40% growth in high-value statistical data assets.

Since 2017, our successful track record of investing in Artificial Intelligence to drive usability, automation, new product development and internal process improvement provides a strong foundation to build on. We have a comprehensive Artificial Intelligence strategy and product roadmap to improve productivity and enhance customer experience. Our Artificial Intelligence driven tool 'AI Hub' launched in Q4, is providing natural language Q&A and dataset access to our customers, and has received positive feedback. It also has the potential to accelerate sales growth with new accounts. We are also developing Artificial Intelligence powered prompt cards to generate reports in real-time, reducing analyst time and improving client satisfaction.

Underpinning all that, we are looking to improve our data science and Artificial Intelligence teams to deliver the next phase of growth. We are upskilling our workforce with Artificial Intelligence training sessions tailored to functional roles and planning to have 300 Artificial Intelligence experts employed by GlobalData by 2025. Currently, we have around 300 software specialists, of which around 50 are focusing on Artificial Intelligence.

3) Maintaining our sales excellence to drive organic growth

In addition to product enhancements, our sales teams are also being set up to capture the significant market opportunity through our organic value creation plan. This will be underpinned by our continuous focus on increasing volume renewal rates to our 90% ambition, with a c.10% contribution to year-on-year sales growth.

There are multiple levers we can pull. Focusing on price increases and product improvements, selling more seats as part of our licencing model, product upsell and cross-sell opportunities, and increased new logo sales will help drive success here. We expect new logo wins to deliver c.30% contribution to year-on-year sales growth, and we consider there is headroom for growth in all areas; we have identified around 125,000 prospects, whilst currently we have 4,810 customers.

This will be supported by a rigorous focus on execution and performance management, supported by significant investment in expanding our front-line sales teams. We are targeting more than 150 additional salespeople during the Growth Transformation Plan to deliver on our promises.

4) Maintaining our operational agility through strategic M&A

We have a strong track record of highly accretive M&A. The planned investment by Inflexion in our Healthcare business will provide us with the ability and firepower to support strategic, value-enhancing acquisitions across the three business divisions.

With an ongoing disciplined approach to cost, the transformational Inflexion deal will take the Group from 2.2x Net Leverage to a Net Cash position of c.£184m. Post-completion, the Group will have a strong balance sheet to fund strategic M&A and additional free cash flow to reinvest in the business. As appropriate, it also retains the flexibility to conduct share buy backs.

Our Colleagues

Our year of 'leveraging the platform' has been very successful and that has been driven by the continued focus and dedication of our growing GlobalData team. Together, we have achieved remarkable milestones and surpassed expectations, completing our Growth Optimisation Plan a year early. As we continue to invest in our people's development, we turn our attention to the next phase of our growth via our new Growth Transformation Plan - where we will accelerate the speed at which we execute - and expect to celebrate further achievements in 2024 and beyond.

By nurturing our team's skills and expertise, particularly around Artificial Intelligence, our colleagues will undoubtedly play a pivotal role in shaping the future of GlobalData. I would like to take the opportunity to welcome our new colleagues and thank all my GlobalData team for their passion and determination to not only stay ahead of the curve but also ensure that our customers receive unparalleled value.

We are significantly investing in our talent development initiatives, led by our new Chief People Officer, Katherine Lunn, who will focus on enhancing the employee proposition. She will also lead on the investment in and recruitment of new Sales specialists and AI experts, both of which are a key part of the Growth Transformation Plan.

Current Trading and Outlook

With c.80% revenue visibility and robust profitability, we enter the new financial year from a position of strength. In the new financial year, we aim to steadily progress our Adjusted EBITDA margin whilst investing into the Growth Transformation Plan to target high single to double-digit organic revenue growth. Our annual revenue target by the end of the 3-year Growth Transformation Plan is to surpass £500m.

With our business structure re-organised into three customer-focused divisions at the beginning of 2024 - Healthcare, Consumer and Technology - our platform is in a good place to accelerate organic growth opportunities as well as through strategic M&A.

Our recent deal with Inflexion underscores the strength and value of our business and will support our ambitions, providing us with the flexibility and additional funds to continue investing in innovating our product and nurturing our people. With an experienced team, we have the capability and, as we continue to expand our business, we now also have the firepower to accelerate our growth over the next three years and scale our platform.

Mike Danson

Chief Executive Officer

4 March 2024

CHIEF FINANCIAL OFFICER'S REVIEW

£m	Year ended 31 December 2023	Year ended 31 December 2022
Revenue	273.1	243.2
Operating profit	73.7	56.0
Depreciation	6.2	6.4
Amortisation of acquired intangible assets	9.0	9.1
Amortisation of software	1.6	1.0
Share-based payments charge	19.4	4.1
Costs relating to share-based payments scheme	0.2	0.9
Restructuring and refinancing costs	1.7	2.5
Revaluation (gain)/loss on short- and long-term derivatives	(0.8)	0.6
Unrealised operating foreign exchange (gain)/loss	(1.5)	1.9
M&A and contingent consideration costs	1.3	3.9
Adjusted EBITDA¹	110.8	86.4
Adjusted EBITDA margin¹	41%	36%

Statutory profit before tax	41.5	38.4
Amortisation of acquired intangible assets	9.0	9.1
Share-based payments charge	19.4	4.1
Costs relating to share-based payments scheme	0.2	0.9
Restructuring and refinancing costs	1.7	2.5
Revaluation (gain)/loss on short- and long-term derivatives	(0.8)	0.6
Unrealised operating foreign exchange (gain)/loss	(1.5)	1.9
M&A and contingent consideration costs	1.3	3.9
Revaluation of interest rate swap	2.8	-
Adjusted profit before tax¹	73.6	61.4
Adjusted income tax expense¹	(18.5)	(12.6)
Adjusted profit after tax¹	55.1	48.8

Cash flow generated from operations	101.0	85.4
Interest paid	(23.0)	(14.0)
Income taxes paid	(12.0)	(9.5)
Contingent consideration paid	(0.2)	-
Principal elements of lease payments	(5.4)	(5.9)
Purchase of intangible and tangible assets	(4.2)	(2.7)
Free cash flow¹	56.2	53.3
Operating cash flow conversion %¹	91%	99%
Free cash flow conversion %¹	76%	87%

Earnings attributable to equity holders (restated²) :
Basic earnings per share (pence)	3.8	3.8
Diluted earnings per share (pence)	3.8	3.7
Adjusted basic earnings per share (pence)	6.8	6.1
Adjusted diluted earnings per share (pence)	6.7	5.9

¹ Defined in the explanation of non-IFRS measures on page 19.

² The prior year comparatives on basic and diluted earnings per share on both a reported and an adjusted basis have been restated to reflect the impact of the share-split, which completed on 25 July 2023 (see note 8).

Key Performance Indicators:

Financial Key Performance Indicators

The financial KPIs detailed below are used, in addition to statutory reporting measures, by the Executive Directors to monitor the Group's performance and progress.

	Revenue	Invoiced Forward Revenue	Adjusted EBITDA	Adjusted EBITDA margin	Net bank debt
2023	£273.1m	£135.2m	£110.8m	41%	£243.9m
2022	£243.2m	£133.5m	£86.4m	36%	£249.6m
% reported growth	+12%	+1%	+28%	+5p.p.	-2%
% underlying growth	+7%	+4%	+23%	+6p.p.	N/a

The platform economics of our business model meant that we continued to see a large flow through of incremental revenue to Adjusted EBITDA without material incremental cost of sale. Over the course of the past four years we have seen material margin improvement in the business, and we are now reporting an Adjusted EBITDA margin in excess of 40%, at 41%.

We finished the year with good visibility on future revenues, following another strong year of revenue growth. Invoiced Forward Revenue grew to £135.2m (underlying growth of 4%) at 31 December 2023 (31 December 2022: £133.5m), overall visibility (including contracted and renewable revenues) grew on an underlying basis by 6%.

The 6% underlying growth on revenue visibility is based upon the underlying growth in Invoiced Forward Revenue (which excludes the impact of currency) of 4%, plus growth in the visibility we have on 2024 contracted revenue that has not yet been invoiced and the revenue expectation from our renewing clients in 2024 (on the assumption of consistent renewal rates).

Operational Key Performance Indicators

As at 31 December 2023, the total number of clients (>£5,000 spend) grew 2% to 4,810 (2022: 4,735).

	Clients >£20,000			All Clients (above £5,000)
	Value renewal rate	Volume renewal rate	Average client value	Value renewal rate	Volume renewal rate	Average client value
2023	94%	84%	£76,157	94%	80%	£48,714
2022	101%	84%	£75,100	99%	78%	£47,900
Movement	-7p.p.	-	+1%	-5p.p.	+2p.p.	+2%

Our volume renewal rates improved overall year on year, as we continue to progress towards our stated ambition of volume renewal rates of >90%. We continue to focus on our number one strategic priority of customer obsession and have several initiatives in play, which are all looking to strengthen customer relationships and value derived from our product.

Adverse currency impact in the fourth quarter of 2023 ('Q4') (GBP strengthening versus USD) meant that our value renewal rates were impacted, as well as some softening on price increases achieved in the second half of the year. We increased the net number of clients by 2% to 4,810, as well as overall average client value increasing to £48,714 (2022: £47,900), also adversely impacted by currency movements in Q4.

Financial Review Notes

The financial position and performance of the business are reflective of the key financial elements of our business model: visible and recurring revenues, high incremental margins, scalable opportunity and strong cash flows. The Directors believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted profit before tax, Adjusted profit after tax and Adjusted earnings per share provide additional useful information on the operational performance of the Group to shareholders, and internally we review the results of the Group using these measures. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measures reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measures of profit.

The Directors also believe that reviewing revenue growth on an 'underlying' basis gives a useful view on the performance of the business. By reviewing growth excluding the impact of currency and the impact of acquisitions, the Directors can review performance on a like-for-like basis. The term 'underlying' is not a defined term under IFRS and may not therefore be comparable with similarly titled measures reported by other companies.

Financial Key Performance Indicators ('KPIs')

The financial KPIs on page 10 are used, in addition to statutory reporting measures, by the Executive Directors to monitor the Group's performance and progress. These key performance indicators are used to measure progress against strategy, the strength of the business and long-term prospects for our stakeholders.

Operational Key Performance Indicators

The operational key performance indicators below are used by the Directors to monitor the quality of revenue growth and understand underlying performance. Our operational key performance indicators are:

Value Renewal Rate - this is calculated in refence to the total spend of existing clients with subscription contracts in the last twelve months, compared to the total spend of those same clients in the twelve months prior to that.

Volume Renewal Rate - this is calculated in refence to the number of existing clients with subscription contracts in the last twelve months, compared to the same number of clients in the twelve months prior to that.

Average Client Value - this is calculated using the total value of sales across our clients with subscription contracts and dividing by the number of clients with subscription contracts, which shows an average value.

Our operational KPIs reference sales orders rather than revenue and therefore impact both revenue recognised in the year as well as Invoiced Forward Revenue.

The Group's Performance This Year

1. Revenue

Revenue grew by 12% to £273.1m (2022: £243.2m). The majority of the increase came from underlying growth of 7%, aided by 4% benefit from acquisitions and 1% currency benefit. On an underlying basis, subscriptions (representing 79% of revenue (2022: 81%)) grew by 7% underpinned by strong renewal rates, and new business wins. The change in subscription revenue mix compared with 2022 was driven by the impact of acquisitions.

2. Profit before tax

Profit before tax for the year grew by £3.1m to £41.5m (2022: £38.4m), which represents stronger operating performance at an Adjusted EBITDA level being offset with increases in other operating costs, namely share-based payments (a year on year increase of £15.3m as a result of changes in the schemes target basis in 2022 giving rise to updated fair values of options) and higher finance costs (+£14.6m), reflecting an increase in average drawn debt in 2023 compared with 2022 and higher interest rates.

£m	Year ended 31 December 2023	Year ended 31 December 2022	Change %
Revenue	273.1	243.2	+12%
Operating costs	(162.3)	(156.8)	+4%
Adjusted EBITDA	110.8	86.4	+28%
Depreciation	(6.2)	(6.4)	-3%
Amortisation of acquired intangible assets	(9.0)	(9.1)	-1%
Amortisation of software	(1.6)	(1.0)	+60%
Share-based payments charge	(19.4)	(4.1)	+373%
Costs relating to share-based payment schemes	(0.2)	(0.9)	-78%
Refinancing costs	-	(1.9)	-100%
Restructuring costs	(1.7)	(0.6)	+183%
Revaluation gain/(loss) on short and long-term derivatives	0.8	(0.6)	-233%
Unrealised operating foreign exchange gains/(losses)	1.5	(1.9)	-179%
M&A costs	(0.4)	(2.9)	-86%
Contingent consideration	(0.9)	(1.0)	-10%
Finance costs	(32.2)	(17.6)	+83%
Profit before tax	41.5	38.4	+8%

Adjusted EBITDA

Adjusted EBITDA increased by 28% to £110.8m (2022: £86.4m). The revenue growth of £29.9m (£17.2m of which was underlying growth) was offset with cost increases of £5.5m (largely representing the full year impact of acquisitions which closed mid-way through 2022), meaning that the overall net improvement to Adjusted EBITDA was £24.4m (incremental margin of 82%). The growth in Adjusted EBITDA is reflective of the operational gearing in our business model and our ability to control what is a relatively fixed cost base. Our overall margin increased by 5 percentage points to 41% (2022: 36%).

On an underlying basis, Adjusted EBITDA grew by 23% and Adjusted EBITDA margin increased by 6 percentage points, which is reconciled below.

£m	2023	2022	Growth
Revenue as reported	273.1	243.3
Add back currency movements	(3.5)	-
Add back pre-acquisition revenue of M&A	-	9.1
Revenue underlying	269.6	252.4	7%

Adjusted EBITDA as reported	110.8	86.4
Add back currency movements	(1.4)	-
Add back pre-acquisition Adjusted EBITDA of M&A	-	2.3
Adjusted EBITDA underlying	109.4	88.7	23%

Adjusted EBITDA margin underlying	41%	35%	6p.p.

Adjusting items

Adjusting items grew by £6.3m in total, with some significant individual movements of note:

· The share-based payment charge has increased from £4.1m to £19.4m, which is mainly driven by the modification to targets made during 2022 giving rise to a higher fair value per option, plus a net increase in the number of options in issue during 2023. The modification was effective from 30 November 2022 and therefore only had an impact of £0.5m increase in charge in the previous year.

· M&A costs reduced year on year, from £2.9m to £0.4m, reflective of no M&A during 2023.

· Unrealised foreign exchange gains of £2.3m were recognised during the year, in comparison with a total loss in 2022 of £2.5m.

Finance costs

Finance costs have increased by 83% to £32.2m (2022: £17.6m) which is inclusive of a non-cash interest charge of £5.1m relating to financial liabilities measured at amortised cost (2022: £2.1m), revaluation loss on interest rate swap of £2.8m (2022: £nil) and IFRS16 leases interest of £1.1m (2022: £1.3m). The cash paid in interest in 2023 was £23.0m (2022: £14.0m) reflecting an increase in average drawn debt in 2023 compared with 2022 and higher interest rates.

Finance costs are calculated on drawn debt based upon a margin range of 275-375bps, dependent on Group net leverage, plus SONIA (Sterling Overnight Index Average rate). The Group entered into a swap arrangement on SONIA on 21 October 2022 amid the backdrop of rising rates. The arrangement fixed SONIA at 4.9125% over the remaining life of the term loan. Undrawn debt carries interest at one third of the prevailing margin.

Leases

Within our operating costs, depreciation in relation to right-of-use assets was £5.1m (2022: £4.7m). Our net finance costs include interest of £1.1m in relation to lease liabilities (2022: £1.3m).

3. Foreign exchange impact on results

The Group derives around 60% of revenues in currencies other than Sterling, compared with around 40% of its cost base. The impact of currency movements in the year increased revenue by £3.5m, which mainly reflected Sterling weakness against US Dollar (average rate: 2023: 1.23, 2022: 1.25), with £3.3m currency headwind also reflected in Invoiced Forward Revenue. Cost inflation as a result of currency movements largely offset the gain in the year and impacted the results by £2.1m. The full impact of currency on Adjusted EBITDA was an increase of £1.4m.

£m	Revenue	Operating costs¹	Adjusted EBITDA	Adjusted EBITDA Margin	Invoiced Forward Revenue
As reported	273.1	(162.3)	110.8	41%	135.2
Add back currency movements
US Dollar	(3.5)	3.7	0.2		3.3
Euro	(0.3)	0.1	(0.2)		(0.1)
Other	0.3	(1.7)	(1.4)		0.1
Constant currency	269.6	(160.2)	109.4	41%	138.5
2022 - as reported	243.2	(156.8)	86.4	36%	133.5
Constant currency growth	11%	2%	27%	5.p.p.	4%

¹Operating costs excluding adjusting items.

4. Taxation

The Group's effective income tax rate (ETR) for the reporting period is 25.8% which exceeds the blended statutory UK income tax rate for the period of 23.5%. The major components increasing the ETR are expenses non-deductible for tax purposes and local withholding taxes chargeable on the distribution of profits from overseas subsidiaries.

Key factors that may impact the Group's future tax charge as a percentage of underlying profits are the mix of profits and losses between the jurisdictions in which the Group operates and the corresponding tax rates in those territories, the impact of non-deductible expenditure and non-taxable income and the utilisation (with a corresponding reduction in cash tax payments) of previously unrecognised deferred tax assets.

Reconciliation of statutory income tax charge to adjusted income tax charge is presented below:

£m	Year ended 31 December 2023	Year ended 31 December 2022
Statutory income tax charge	10.7	7.9
Amortisation of acquired intangible assets	1.9	1.8
Share-based payments charge	4.8	0.8
Costs relating to share-based payment schemes	-	0.2
Restructuring and refinancing costs	0.3	0.4
Unrealised operating foreign exchange (gain)/loss	(0.6)	0.5
Revaluation of interest rate swap	0.7	-
Corporate tax rate change	0.4	1.3
Movement in unrecognised deferred tax	0.3	(0.3)
Adjusted income tax charge	18.5	12.6

5. Earnings per share

Pursuant to a capital reorganisation exercise undertaken on 25 July 2023, the Company issued nine ordinary shares to increase the number of ordinary shares in issue to 118,303,878 (nominal value £0.000714 per share). All existing ordinary shares were then consolidated, based on 1 consolidated share for every 14 existing ordinary shares, and subdivided, based on 100 new ordinary shares for every 1 consolidated share. Post-reorganisation, there were 845,027,700 ordinary shares in issue (nominal value £0.0001 per share) which were admitted to AIM and commenced dealing on 26 July 2023. The prior year comparatives on basic and diluted earnings per share on both a reported and an adjusted basis have been restated to reflect the impact of the share-split as required by IAS 33: Earnings per share.

Basic EPS was 3.8 pence per share (2022 restated: 3.8 pence per share). Fully diluted profit per share was 3.8 pence per share (2022 restated: 3.7 pence per share). Adjusted basic earnings per share grew from 6.1 pence per share to 6.8 pence per share, representing 11% growth.

Growth in Adjusted earnings per share (+11%) fell behind the growth in Adjusted EBITDA (+28%) mainly as a result of increased finance charges in the year. Cash interest charges increased by £9.0m (+64%) as well as non-cash finance costs increasing by £5.6m compared with 2022. Non-cash finance charges include non-cash interest relating to financial liabilities measured at amortised cost of £5.1m (2022: 2.1m). The increased charge in the year reflects the change in anticipated cash flows on the term loan (full repayment of the loan is expected upon completion of the investment agreement with Inflexion).

6. Dividends

We are pleased to propose a final dividend of 3.2 pence per share (2022 restated: 2.6 pence), to be paid on 26 April 2024 to shareholders on the register at the close of business on 22 March 2024. The ex-dividend date will be on 21 March 2024. The proposed final dividend increases the total dividend for the year to 4.6 pence per share (2022 restated: 3.6 pence), an increase of 28%.

7. Cash generation

Cash generated from operations grew by 18% to £101.0m (2022: £85.4m), representing 91% of Adjusted EBITDA (2022: 99%).

Capital expenditure was £4.2m in 2023 (2022: £2.7m), including £3.2m on software including assets under construction (2022: £1.7m). Capital expenditure represented 1.5% of revenue (2022: 1.1%).

Total cash flows from operating activities were £65.8m (growth of £3.9m from 2022), which represented 89% of operating profit (2022: 111%). During the year, the Group paid out £32.2m in dividends (2022: £23.6m).

Short- and long-term borrowings decreased by £19.9m to £263.7m as at 31 December 2023 (2022: £283.6m).

8. Net bank debt:

Net bank debt decreased to £243.9m as at 31 December 2023 (2022: £249.6m).

The Group defines net bank debt as short- and long-term borrowings (note 10) less cash and cash equivalents. The amount excludes items related to leases.

£m	2023	2022

Short- and long-term borrowings (note 10)	263.7	283.6
Cash	(19.8)	(34.0)
Net bank debt	243.9	249.6

A reconciliation of cash generated from operations, free cash flow and opening and closing net bank debt is set out below.

£m	Year ended 31 December 2023	Year ended 31 December 2022	Growth
Cash flow generated from operations	101.0	85.4	+18%
Interest paid	(23.0)	(14.0)	+64%
Income taxes paid	(12.0)	(9.5)	+26%
Contingent consideration paid	(0.2)	-	+100%
Principal elements of lease payments	(5.4)	(5.9)	-8%
Purchase of intangible and tangible assets	(4.2)	(2.7)	+56%
Free cash flow	56.2	53.3	+5%
Dividends paid	(32.2)	(23.6)	+36%
Net M&A	-	(33.6)	-100%
Acquisition of own shares	(11.9)	(66.6)	-82%
Cash received from repayment of loans	-	0.9	-100%
Net cash flow	12.1	(69.6)	-117%
Opening net bank debt	(249.6)	(177.6)	+41%
Non-cash movement in borrowings	(5.1)	(2.1)	+143%
Currency translation	(1.3)	(0.3)	+333%
Closing net bank debt	(243.9)	(249.6)	-2%
Last 12 months Adjusted EBITDA	110.8	86.4	+28%
Net bank debt leverage	2.2x	2.9x	-0.7x

9. Invoiced Forward Revenue

Invoiced Forward Revenue grew to £135.2m (reported growth of 1% and underlying growth of 4% when the impact of currency is excluded as noted in section 3 of this financial review) at 31 December 2023 (2022: £133.5m).

£m	2023	2022

Deferred revenue	104.6	104.0
Amounts not due/subscription not started at 31 December	30.6	29.5
Invoiced Forward Revenue	135.2	133.5

10. Intangible assets

Intangible assets (excluding goodwill) have decreased by £7.3m during the year, from £69.0m as at 31 December 2022 to £61.7m as at 31 December 2023. This movement is driven by an amortisation charge for the year of £10.6m (2022: £10.1m) offset by additions of £3.3m (2022: £1.7m).

11. Trade receivables

Net trade receivables as at 31 December 2023 were £54.8m, representing 1% growth compared with the 31 December 2022 balance of £54.4m.

Prior year restatement

Following a routine Financial Reporting Council ("FRC") review of the consolidated financial statements for the year ended 31 December 2022, the Group engaged with the FRC which resulted in a restatement of the Consolidated Statement of Cash Flows to present the settlement of the previous term loan and Revolving Credit Facilities ("RCF"), the proceeds from the new term loan and the loan fees incurred on the new facility as a net financing cash inflow of £53.5m within proceeds from borrowings. The amounts in respect of this transaction were previously presented gross. Following a reassessment of the specific cash flow arrangements this restatement reflects that the cash inflow actually occurred on a net basis. The restatement involves a reclassification adjustment to three lines within the Cash flows from financing activities section of the Consolidated Statement of Cash Flows with a £nil net impact on the Group's Cash flows from financing activities and a £nil net impact on the Group's financial position and performance. We welcomed the FRC's review and have set out the details of the restatement in the Accounting Policies of the Group's Annual Report and Accounts for the year ended 31 December 2023.

Minority investment in the Group's Healthcare business expected to complete in Q2 2024

On 21 December 2023, the Group announced that it had exchanged on a transaction to sell 40% of the Group's Healthcare business to Inflexion. We have assessed the accounting implications for the Group arising from the transaction in respect of the year ended 31 December 2023. We have taken into consideration the specific details set out in both the Share Option Agreement and Co-Investment Agreement and concluded that following completion of the transaction, GlobalData Plc will continue to have control of the Healthcare business, the results of which will therefore continue to be fully consolidated into the results of the GlobalData Plc Group and the Group will recognise a non-controlling interest within equity in the Group's Statement of Financial Position. We have concluded that the completion date will be the point at which the put and call options detailed within the Share Option Agreement are exercised and as at 31 December 2023 this has not taken place.

Financial Risk Management

The Group's primary objective in managing foreign currency risk is to protect against the risk that the eventual Sterling net cash flows will be affected by changes in foreign currency exchange rates. To do this, the Group enters into foreign exchange contracts that limit the risk from movements in US Dollar and Euro exchange rates with Sterling. Due to the Group's operations in India, the Group also enters into foreign exchange contracts that limit the risk from movements in US Dollars with the Indian Rupee exchange rate. While commercially and from a cash flow perspective this hedges the Group's currency exposures, the Group elects not to apply hedge accounting and accordingly any movements in the fair value of the foreign exchange contracts are recognised in the income statement.

As a data and analytics company, cross border tariffs have a limited impact on our business. However, the Group continues to observe ongoing OECD initiatives and frameworks with respect to the challenges arising from the taxation of the digital economy. In particular, the introduction of Pillar One (determining where tax should be paid and on what basis) and Pillar Two (the design of a system that ensures multinational enterprises pay a minimum level of tax) is being monitored, however as the application thresholds are aimed at the very largest companies, the rules are unlikely to impact the Group.

Interest Rate Risk

Interest rate risk is the impact that fluctuations in market interest rates can have on the value of the Group's interest-bearing assets and liabilities and on the interest charge recognised in the income statement. On 21 October 2022, GlobalData Plc (the parent company) entered into an interest rate swap arrangement to fix the floating element of the interest rate (based upon SONIA) to a fixed rate of 4.9125%. Up to 21 December 2023, the Group applied hedge accounting in accordance with IFRS9 (Financial Instruments); as such any gains or losses on the interest rate swap, to the extent that they are effective, were recognised directly within other comprehensive income of both the Group and the parent company. Since 21 December 2023, upon exchange of the transaction to sell 40% of the Group's Healthcare business, it is now the Group's intention to fully repay the loan upon completion of the investment agreement with Inflexion. Given the hedged items (future interest repayments) are no longer probable or expected to occur, hedge accounting has been discontinued, and as such the cumulative balance held in the cash flow hedge reserve was transferred to the income statement.

Liquidity Risk and Going Concern

The Group's approach to managing liquidity risk is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities as they fall due, with surplus facilities to cope with any unexpected variances in timing of cash flows. The Group meets its day-to-day working capital requirements through free cash flow, being operations-generated cash (with no external financing required). Although the statement of financial position shows net current liabilities (current assets less current liabilities), included in current liabilities is £104.6m of deferred revenue that represents future income earnings. Excluding deferred revenue, the Group has net current assets of £49.8m (2022: £56.4m).

Based on cash flow projections, the Group considers the existing financing facilities to be adequate to meet short-term commitments. The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue in operation and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements. Accordingly, the Group has prepared the Annual Report and Accounts on a going concern basis. The Directors have prepared a Going Concern and Long-Term Viability statement within the Group's Annual Report and Accounts for the year ended 31 December 2023, within the Strategic Report.

Explanation of non-IFRS Measures

Financial measure	How we define it	Why we use it
Adjusted diluted EPS	Adjusted profit after tax per diluted share (reconciliation between statutory profit and adjusted profit shown on page 9). Diluted share defined as total of basic weighted average number of shares (net of shares held in treasury reserve) and share options in issue at end of period (reconciliation between basic weighted average number of shares and diluted weighted average number of shares in note 8).	Provides a useful basis to assess the year on year operational business performance.
Adjusted EBITDA	Earnings before interest, tax, depreciation and amortisation, adjusted to exclude costs associated with acquisitions, restructuring of the Group, share-based payments, impairment, unrealised operating exchange rate movements and the impact of foreign exchange contracts. This is reconciled to the statutory operating profit on page 9.
Last 12 months Adjusted EBITDA	Earnings before interest, tax, depreciation and amortisation, adjusted to exclude costs associated with acquisitions, restructuring of the Group, share-based payments, impairment, unrealised operating exchange rate movements and the impact of foreign exchange contracts in the 12 months preceding the period end date.
Adjusted EBITDA margin	Adjusted EBITDA as a percentage of revenue. This is calculated on page 9.
Adjusted EPS	Adjusted profit after tax per share (reconciliation between statutory profit and adjusted profit shown on page 9).
Adjusted income tax expense	Represents the statutory income tax expense adjusted for the tax effect on adjusting items. In addition, the adjusted income tax expense includes the effect of any tax rate changes. This is reconciled to the statutory income tax charge on page 14.
Adjusted profit before tax	Statutory profit before tax adjusted to exclude amortisation of acquired intangible assets, costs associated with acquisitions, restructuring of the Group, share-based payments, impairment, unrealised operating exchange rate movements, the impact of foreign exchange contracts and revaluation of the interest rate swap. This is reconciled to the statutory profit before tax on page 9.
Adjusted profit after tax	The sum of adjusted profit before tax and adjusted income tax expense. This is calculated on page 9.
Constant currency growth	Underlying growth is calculated by excluding the impact of movement in exchange rates. Constant currency growth is reconciled to reported growth on page 14 for revenue, operating costs, Adjusted EBITDA, Adjusted EBITDA margin and Invoiced forward revenue.	To give the reader an idea of the growth of the business without the impact of foreign exchange fluctuations, which may add to the transparency and understanding of the results.
Free cash flow	Cash flow generated from operations less interest paid, income taxes paid, contingent consideration paid, principal elements of lease payments and purchase of intangible and tangible assets. This is calculated on page 9.	Indicates the extent to which the Group generates cash from Adjusted profits.
Free cash flow conversion	Free cash flow divided by Adjusted profit before tax. This is calculated on page 9.
Invoiced Forward Revenue	Invoiced Forward Revenue relates to amounts that are invoiced to clients at the statement of financial position date, which relate to future revenue to be recognised. This is reconciled to deferred revenue on page 16.	Acts as an indication of revenue visibility for the forthcoming period.
Net bank debt	Short and long-term borrowings (excluding lease liabilities) less cash and cash equivalents. This is reconciled on page 16.	Provides an insight into the debt position of the Group, taking into account current cash resources.
Net bank debt leverage	Net bank debt calculated as a multiple of the last 12 months Adjusted EBITDA. Detailed calculation is provided on page 16.
Net cash flow	Free cash flow less dividends paid, net M&A costs, acquisition of own shares and cash received from repayment of loans. This is calculated on page 16.	Indicates the extent to which the Group generates cash from Adjusted profits.
Operating cash flow conversion	Cash flow generated from operations divided by Adjusted EBITDA. This is calculated on page 9.	Indicates the extent to which the Group generates cash from Adjusted EBITDA.
Organic growth	Organic growth is calculated by excluding the results of acquired businesses.	The reason we use organic and underlying growth as a metric is to give the reader an idea of the growth of the business without the impact of acquisitions and foreign exchange fluctuations, which may add to the transparency and understanding of the results. This also aids the Directors to review performance on a like-for-like basis.
Underlying growth	Underlying growth is calculated by excluding the impact of movement in exchange rates and the results of acquired businesses. Underlying revenue is reconciled to reported revenue on page 13. Underlying invoiced forward revenue is reconciled to reported invoiced forward revenue on page 16. Underlying Adjusted EBITDA and underlying Adjusted EBITDA margin are reconciled to reported figures on page 13.

Consolidated Income Statement

	Notes	Year ended 31 December 2023	Year ended 31 December 2022
Continuing operations		£m	£m
Revenue	4	273.1	243.2
Operating expenses	5	(197.7)	(186.6)
Losses on trade receivables	5	(2.3)	(0.7)
Other income		0.6	0.1
Operating profit		73.7	56.0
Net finance costs	7	(32.2)	(17.6)
Profit before tax		41.5	38.4
Income tax expense		(10.7)	(7.9)
Profit for the year		30.8	30.5

Attributable to:
Equity holders of the parent		30.8	30.5

Earnings per share attributable to equity holders (restated):
Basic earnings per share (pence)	8	3.8	3.8
Diluted earnings per share (pence)	8	3.8	3.7

Reconciliation to Adjusted EBITDA:
Operating profit		73.7	56.0
Depreciation		6.2	6.4
Amortisation of software		1.6	1.0
Adjusting items	6	29.3	23.0
Adjusted EBITDA		110.8	86.4

The earnings per share prior year comparatives have been restated to reflect the impact of the share-split, which completed on 25 July 2023 (see note 8) on basic and diluted earnings per share.

Consolidated Statement of Comprehensive Income

	Year ended 31 December 2023	Year ended 31 December 2022
	£m	£m
Profit for the year	30.8	30.5
Other comprehensive income
Items that will be classified subsequently to profit or loss when specific conditions are met:
Cash flow hedge - effective portion of changes in fair value	0.7	(3.9)
Cash flow hedge - reclassification to profit or loss	3.2	-
Net exchange loss on translation of foreign entities	(1.3)	(0.4)
Other comprehensive income/(loss), net of tax	2.6	(4.3)
Total comprehensive income for the year	33.4	26.2

Attributable to:
Equity holders of the parent	33.4	26.2

Consolidated Statement of Financial Position

	Notes	31 December 2023 £m	31 December 2022 £m
Non-current assets
Property, plant and equipment		26.6	31.0
Goodwill	9	311.1	311.1
Other intangible assets	9	61.7	69.0
Deferred tax assets		3.4	2.3
		402.8	413.4
Current assets
Trade and other receivables		69.2	62.7
Current tax receivable		-	0.6
Short-term derivative assets		0.5	0.9
Cash and cash equivalents		19.8	34.0
		89.5	98.2
Total assets		492.3	511.6
Current liabilities
Trade and other payables		(32.4)	(33.3)
Deferred revenue	4	(104.6)	(104.0)
Short-term lease liabilities	10	(4.3)	(5.4)
Current tax payable		(2.8)	(1.7)
Short-term derivative liabilities		(0.1)	(1.3)
Short-term provisions		(0.1)	(0.1)
		(144.3)	(145.8)
Net current liabilities		(54.8)	(47.6)
Non-current liabilities
Long-term provisions		(1.4)	(1.3)
Deferred tax liabilities		(0.9)	(4.1)
Long-term derivative liabilities		(2.8)	(3.9)
Long-term lease liabilities	10	(21.4)	(24.6)
Long-term borrowings	10	(263.7)	(283.6)
		(290.2)	(317.5)
Total liabilities		(434.5)	(463.3)
Net assets		57.8	48.3
Equity
Share capital	11	0.2	0.2
Treasury reserve	11	(65.4)	(70.8)
Other reserve	11	(44.3)	(44.3)
Cash flow hedge reserve	11	-	(3.9)
Foreign currency translation reserve	11	(2.0)	(0.7)
Retained profit		169.3	167.8
Equity attributable to equity holders of the parent		57.8	48.3

Consolidated Statement of Changes in Equity

	Notes	Share capital	Treasury reserve	Other reserve	Cash flow hedge reserve	Foreign currency translation reserve	Retained profit	Equity attributable to equity holders of the parent
		£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2022		0.2	(66.6)	(44.3)	-	(0.3)	217.3	106.3
Profit for the year		-	-	-	-	-	30.5	30.5
Other comprehensive income:
Cash flow hedge - effective portion of changes in fair value		-	-	-	(3.9)	-	-	(3.9)
Net exchange loss on translation of foreign entities		-	-	-	-	(0.4)	-	(0.4)
Total comprehensive income for the year		-	-	-	(3.9)	(0.4)	30.5	26.2
Transactions with owners:
Share buy-back	11	-	(66.6)	-	-	-	-	(66.6)
Dividends	11	-	-	-	-	-	(23.6)	(23.6)
Vesting of share options	12	-	62.4	-	-	-	(62.4)	-
Share-based payments charge	12	-	-	-	-	-	4.1	4.1
Tax on share-based payments		-	-	-	-	-	1.9	1.9
Balance at 31 December 2022		0.2	(70.8)	(44.3)	(3.9)	(0.7)	167.8	48.3
Profit for the year		-	-	-	-	-	30.8	30.8
Other comprehensive income:
Cash flow hedge - reclassification to profit or loss upon loan repayment		-	-	-	0.4	-	-	0.4
Cash flow hedge - effective portion of changes in fair value		-	-	-	0.7	-	-	0.7
Cash flow hedge - reclassification to profit or loss upon discontinuation of hedge accounting		-	-	-	2.8	-	-	2.8
Net exchange loss on translation of foreign entities		-	-	-	-	(1.3)	-	(1.3)
Total comprehensive income for the year		-	-	-	3.9	(1.3)	30.8	33.4
Transactions with owners:
Share buy-back	11	-	(11.9)	-	-	-	-	(11.9)
Dividends	11	-	-	-	-	-	(32.2)	(32.2)
Vesting of share options	12	-	17.3	-	-	-	(17.3)	-
Share-based payments charge	12	-	-	-	-	-	19.4	19.4
Tax on share-based payments		-	-	-	-	-	0.8	0.8
Balance at 31 December 2023		0.2	(65.4)	(44.3)	-	(2.0)	169.3	57.8

Consolidated Statement of Cash Flows

		Year ended 31 December 2023	Year ended 31 December 2022 Restated¹
Cash flows from operating activities	Notes	£m	£m
Profit for the year		30.8	30.5
Adjustments for:
Depreciation		6.2	6.4
Amortisation	9	10.6	10.1
Other income		(0.6)	-
Net finance costs	7	32.2	17.6
Taxation recognised in profit or loss		10.7	7.9
Share-based payments charge	12	19.4	4.1
Increase in trade and other receivables		(6.5)	(9.2)
(Decrease)/increase in trade and other payables		(1.1)	17.2
Revaluation of short- and long-term derivatives		(0.8)	0.6
Increase in provisions		0.1	0.2
Cash generated from operations		101.0	85.4
Interest paid		(23.0)	(14.0)
Income taxes paid		(12.0)	(9.5)
Contingent consideration paid	14	(0.2)	-
Total cash flows from operating activities		65.8	61.9
Cash flows from investing activities
Acquisitions	14	-	(33.6)
Cash received from repayment of loans	15	-	0.9
Purchase of property, plant and equipment		(0.9)	(1.0)
Purchase of intangible assets	9	(3.3)	(1.7)
Total cash flows used in investing activities		(4.2)	(35.4)
Cash flows from financing activities
Repayment of borrowings	10	(25.0)	(2.5)
Proceeds from borrowings	10	-	84.5
Loan refinancing fee	10	-	(0.7)
Acquisition of own shares	11	(11.9)	(66.6)
Principal elements of lease payments	10	(5.4)	(5.9)
Dividends paid	11	(32.2)	(23.6)
Total cash flows used in financing activities		(74.5)	(14.8)
Net (decrease)/increase in cash and cash equivalents		(12.9)	11.7
Cash and cash equivalents at beginning of year		34.0	22.6
Effects of currency translation on cash and cash equivalents		(1.3)	(0.3)
Cash and cash equivalents at end of year		19.8	34.0

¹ The comparative year's cash flows have been restated as explained in the 2022 restatement section of note 1.

Notes to the Consolidated Financial Statements

1. General information

Nature of operations

The principal activity of GlobalData Plc and its subsidiaries (together 'the Group') is to provide business information in the form of high quality proprietary data, analytics and insights to clients in multiple sectors.

GlobalData Plc ('the Company') is a company incorporated in the United Kingdom (England & Wales) and listed on the Alternative Investment Market (AIM), therefore is publicly owned and limited by shares. The registered office of the Company is John Carpenter House, John Carpenter Street, London, EC4Y 0AN. The registered number of the Company is 03925319.

Basis of preparation

The condensed financial statements have been prepared on the historical cost basis, except for derivative financial instruments, which are measured at fair value. While the information included in the condensed financial statements has been prepared in accordance with United Kingdom adopted international accounting standards and in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards as issued by the IASB, this announcement does not itself contain sufficient information to comply with United Kingdom adopted International Accounting Standards. The condensed financial statements for the year ended 31 December 2023 have been prepared on a consistent basis with the financial accounting policies set out in the Accounting Policies section of GlobalData Plc's Annual Report and Accounts for the year ended 31 December 2023. These condensed financial statements are presented in Pounds Sterling (£).

The financial information for the year ended 31 December 2023 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 December 2023 will be delivered to the Registrar of Companies in due course. The independent auditors' report on the full financial statements for the year ended 31 December 2023 was unqualified and did not contain an emphasis of matter paragraph or any statement under section 498 of the Companies Act 2006.

Consideration of climate change

In preparing the financial statements, management have considered the impact of climate change, particularly in the context of the risks identified in the Non-Financial and Sustainability Information Statement within the Group's Annual Report and Accounts for the year ended 31 December 2023. In particular, management considered the impact of climate change in respect of the following areas of accounting judgement or estimate:

· the assessment of goodwill, other intangibles and tangible fixed assets;

· the assessment of impairment of financial assets;

· our consideration of going concern and viability;

· the useful economic lives of assets; and

· the preparation of budgets and forecasts.

As a result of these considerations, no material climate change related impact was identified. Management are however aware of the changing nature of the risks associated with climate change and will regularly reassess these against the judgements and estimates made in preparing the Group's financial statements.

Critical accounting estimates and judgements

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed in detail below. Climate-related risks did not have a material impact on the financial statements.

Key sources of estimation uncertainty

Carrying value of goodwill and other intangibles

The carrying value of goodwill and other intangibles is assessed annually to ensure that there is no impairment of these assets. Performing this assessment requires management to estimate future cash flows to be generated by the related cash-generating unit (CGU), which entails making judgements including the expected rate of growth of sales, margins expected to be achieved, the level of future capital expenditure required to support these outcomes and the appropriate discount rate to apply when valuing future cash flows. See note 9 for further details on intangibles and goodwill.

Management has undertaken sensitivity analysis, taking into consideration the impact of key impairment test assumptions arising from a range of possible future trading and economic scenarios on each CGU. The following individual scenarios would need to occur before impairment is triggered within the Group:

Cash-generating unit	Revenue growth falls by*	Discount rate rises by*
Data, Analytics and Insights	(17.8%)	32.8%
Media Business Insights ("MBI")	(2.3%)	3.9%

*percentage points

No indication of impairment was noted from Management's review; there is headroom in each CGU. Management acknowledges the sensitivity of the revenue growth and discount rate assumptions applied to the MBI CGU; however, Management is comfortable with these assumptions and will continue to monitor performance regularly for any indicators of future impairment loss.

Management recognises that the 2% cost growth assumption is lower than the current rate of inflation; however, the Group operates a focused approach to cost management, including mitigating the impact of inflation through advancements in technology and efficiency savings and has a strong track record of achieving this. Therefore, Management considers the assumption to be reasonable.

Management have modelled a reasonably possible scenario in which revenue growth in each CGU is 3.0% lower than the assumptions used within the impairment review. In this scenario there continues to be no indication of impairment within the Data, Analytics and Insights CGU. Within the MBI CGU, given the assumed revenue growth rate within the impairment review was 3.0%, this results in a 0.0% growth rate within the modelled scenario. In this scenario, an impairment of £3.1m would be recognised. Management recognises that whilst this scenario is plausible, it is highly unlikely. Additionally, in a scenario in which revenue growth is lower than expectation, cost mitigations could be implemented to limit the income statement impact of the revenue decline.

Critical accounting judgements

Accounting judgements in respect of the Inflexion transaction

On 21 December 2023, the Group announced that it had exchanged on a transaction to sell 40% of the Group's Healthcare business to Inflexion. Management have assessed the accounting implications arising from the transaction for the year ended 31 December 2023, taking into consideration the specific details set out in both the Share Option Agreement and Co-Investment Agreement. The most significant judgements included:

· Assessment of Control - Management considered the requirements of the applicable accounting standards, specifically 'IFRS 10 - Consolidated Financial Statements' and concluded that GlobalData Plc will have control of the Healthcare business, the results of which will therefore continue to be fully consolidated into the results of the GlobalData Plc Group from the date of completion. As at the same date, the Group will recognise a non-controlling interest within equity in the Group's Statement of Financial Position.

· Put and Call Options - At the point at which all of the Conditions Precedent of the investment agreement with Inflexion have been fulfilled, the Group or Inflexion can exercise an option to sell (put option) / buy (call option) the 40% shareholding in the Group's Healthcare business, following which the transaction will complete. Management have assessed that the put and call options meet the definition of a derivative as per 'IFRS 9 - Financial Instruments', and as such the options are measured at fair value and any movement in fair value will be recognised in the Income Statement. Management have measured the fair value of the options as at 31 December 2023 to be £nil.

· Completion date - Management have considered the Conditions Precedent set out within the Share Option Agreement, noting that the Conditions, some of which are outside of the control of the Group, must be fulfilled before the Put and Call Options can be exercised. As such, Management have concluded that the completion date will be the point at which the Options are exercised and as at 31 December 2023 the definition of a financial asset in accordance with IAS 32 has not been met. The Group does not have a virtually certain right to receive the cash proceeds from Inflexion and hence no receivable has been recognised within the Statement of Financial Position.

· Transaction Fees - Legal and professional fees incurred in relation to the transaction are recognised as a prepayment on the Group's Statement of Financial Position as at 31 December 2023, representing incremental costs that are related directly to a probable future equity transaction. The costs will be transferred to equity when the equity transaction is recognised (creation of the non-controlling interest), or in the event that the put and call option is not exercised, the costs will be recognised in the Income Statement at the point that the transaction is no longer expected to complete.

· Debt and Hedge Accounting - At completion of the transaction, the Group will repay in full the outstanding term loan and RCF from the disposal proceeds in accordance with the mandatory prepayment clause of the Facilities Agreement. In accordance with the requirements of 'IFRS 9 - Financial Instruments' Management have updated the expected cash payment profile for the term loan within the recalculation of the carrying amount of the cost of the liability as at 21 December 2023, to reflect full settlement, noting that IFRS 9 specifies estimates of payments. By discounting the payments at the effective interest rate ('EIR') of 9.62%, being the EIR at the time of exchange, a cost of £3.4m is included in interest in the income statement. As of 21 December 2023, the hedged item (i.e. the future interest costs on the term loan) are no longer highly probable to occur and hence hedge accounting has been discontinued in accordance with IFRS 9.

Identification of Cash-Generating Units

IAS36 'Impairment of Assets' requires that assets be carried on the statement of financial position at no more than their recoverable amount. An asset or cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash inflows and is impaired when its carrying amount exceeds its recoverable amount. As at the date of the impairment review (30 September 2023), Management made the judgement that the Group had two CGUs, being Data, Analytics and Insights and MBI.

Management is of the opinion that since acquisition and through being integrated and further developed within the Group, the acquired intangible assets of the Group all contribute to generating cash inflows for the wider business, covering all subject matter areas. All subject matters are accessible through the single operating platform (One Platform), and all products include access to a thin layer of information spanning across all markets and subjects. This represents the Group's main CGU, named 'Data, Analytics and Insights'. The Group's recent acquisitions of LMC (2021) and TS Lombard (2022) have been fully integrated into this CGU and therefore formed part of the Data, Analytics and Insights CGU at the time of impairment review (they were identified as individual CGUs in the prior year). In making this judgement Management has determined that the assets acquired as part of the acquisitions of LMC and TS Lombard are no longer generating cash flows that are separately identifiable. Management therefore concluded that the level of consolidation and integration does not make it possible for LMC or TS Lombard to meet the definition of a separately identifiable CGU as required by IAS36.

Management have concluded that the recent acquisition of MBI (acquired during 2022) remains a separate CGU as the product is inherently different to the Groups' main offering, and the brand, strategy and management of the business is separate from the rest of the Group. As a result of these conclusions, as at the date of the impairment review (30 September 2023), the Group had two CGUs.

Following the Group's reorganisation at the beginning of FY24 to create three new customer-focused business divisions (being Healthcare, Consumer and Technology), an assessment of the Group's CGUs will be performed ahead of the annual impairment review (30 September).

Going concern

The Group meets its day-to-day working capital requirements through free cash flow. The Group has closing cash of £19.8m as at 31 December 2023 and net bank debt of £243.9m (31 December 2022: cash of £34.0m and net bank debt of £249.6m), being cash and cash equivalents less short and long-term borrowings, excluding lease liabilities. The Group has an outstanding term loan of £265.0m (2022: £290.0m) which is syndicated with 12 lenders. As at 31 December 2023, the Group had undrawn RCF of £120.0m which is syndicated with 13 lenders. During January 2024, £20.0m of the RCF was drawn down to support a share buy-back. The Group's banking facilities are in place until August 2025, however the Group intends to fully repay the term loan upon completion of the investment agreement with Inflexion. In the unanticipated event that completion does not occur, the Group will be required to renew or extend its financing arrangements. The Group has generated £101.0m in cash from operations during 2023 (2022: £85.4m). Based on cash flow projections the Group considers the existing financing facilities to be adequate to meet short-term commitments.

The finance facilities were issued with debt covenants which are measured on a quarterly basis. There have been no breaches of covenants in the year ended 31 December 2023. Management has reviewed forecast cash flows and there is no indication that there will be any breach in the next 12 months.

The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue in operation and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements. The Directors have modelled a number of worst-case scenarios to consider their potential impact on the Group's results, cash flow and loan covenant forecast. Key assumptions built into the scenarios focus on revenue and cost growth. In addition to performing scenario planning, the Directors have also conducted stress testing of the Group's forecasts and, taking into account reasonable downside sensitivities (acknowledging that such risks and uncertainties exist), the Directors are satisfied that the business is expected to operate within its facilities. The plausible downside scenarios modelled were as follows: (i) subscription sales in 2024 being approximately 10% lower than expectation (ii) cost growth in line with the current UK rate of inflation and (iii) both scenarios combined. There remains headroom on the covenants under each scenario and cash remained in excess of £16.3m in all months.

Through our normal business practices, we are in regular communication with our lenders and are satisfied they will be in a position to continue supporting us for the foreseeable future.

The Directors therefore consider the strong balance sheet, with good cash reserves and working capital along with financing arrangements, provide ample liquidity. Accordingly, the Directors have prepared the financial statements on a going concern basis.

2022 restatement

Following a Financial Reporting Council ("FRC") review of the consolidated financial statements for the year ended 31 December 2022, the Group has restated the Consolidated Statement of Cash Flows to present the settlement of the previous term loan and Revolving Credit Facilities ("RCF"), the proceeds from the new term loan and the loan fees incurred on the new facility as a net financing cash inflow of £53.5m within proceeds from borrowings. The amounts in respect of this transaction were previously presented gross, this restatement reflects that the cash inflow actually occurred on a net basis. The £53.5m comprises the following individual amounts:

	£m
Repayment of the old term loan and RCF	(229.2)
Loan fees incurred on the new facility	(7.3)
Drawdown of the new term loan	290.0
Proceeds from borrowings	53.5

The proceeds from borrowings presented in the Consolidated Statement of Cash Flows also includes a balance of £31.0m in respect of drawdowns on the old RCF in the six months to June 2022 hence giving a total balance of £84.5m.

The impact of the restatement is set out below:

Cash flows from financing activities:	2022 (reported) £m	2022 (restated) £m	2022 (change) £m
Settlement of loan	(229.2)	-	229.2
Proceeds from borrowings	321.0	84.5	(236.5)
Loan refinancing fee	(8.0)	(0.7)	7.3
	83.8	83.8	-

The changes have a £nil net impact on the Group's financial position and performance for the year ended 31 December 2022.

2. Accounting policies

These condensed financial statements have been prepared based on the accounting policies detailed in the Group's financial statements for the year ended 31 December 2023 and is consistent with the policies applied in the previous year, except for the following new standards The new standards which are effective during the year (and have not had any material impact on the disclosures or on the amounts reported in these financial statements) are:

· IFRS 17: Insurance contracts;

· Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Making Materiality Judgements - Disclosure of Accounting Policies;

· Amendments to IAS 12: Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction;

· Amendments to IAS 12: Income Taxes - International Tax Reform - Pillar Two Model Rules; and

· Amendments to IAS 8: Accounting Polices, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates.

Presentation of non-statutory alternative performance measures

The Directors believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted profit before tax, Adjusted profit after tax and Adjusted earnings per share provide additional useful information on the operational performance of the Group to shareholders, and we review the results of the Group using these measures internally. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measures reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measures of profit.

Adjustments are made in respect of:

Share-based payments and associated costs	Share-based payment expenses are excluded from Adjusted EBITDA as they are a non-cash charge and the awards are equity-settled.
Restructuring, M&A (including contingent consideration) and refinancing costs	The Group excludes these costs from Adjusted EBITDA where the nature of the item, or its size, is not related to the operational performance of the Group and allows for comparability of underlying results.
Amortisation and impairment of acquired intangible assets	The amortisation charge for those intangible assets recognised on business combinations is excluded from Adjusted EBITDA since they are non-cash charges arising from historical investment activities. Any impairment charges recognised in relation to these intangible assets are also excluded from Adjusted EBITDA. This is a common adjustment made by acquisitive information service businesses and is therefore consistent with peers. Revenues associated with acquisitions, in the year of acquisition, are excluded from the calculation of underlying revenue.
Revaluation of short- and long-term derivatives	Gains and losses are recognised within Adjusted EBITDA when they are realised in cash terms and therefore we exclude non-cash movements arising from fluctuations in exchange rates which better aligns Adjusted EBITDA with the cash performance of the business.
Unrealised operating foreign exchange gain/loss
Revaluation of interest rate swap	Gains and losses on the revaluation of the interest rate swap are excluded from Adjusted profit before tax which better aligns with the cash performance of the business.

3. Segmental analysis

IFRS8 "Operating Segments" requires the segment information presented in the financial statements to be that which is used internally by the chief operating decision maker to evaluate the performance of the business and to decide how to allocate resources. The Group has identified the Chief Executive as its chief operating decision maker.

The Group maintains a centralised operating model and single product platform (One Platform), which is underpinned by a common taxonomy, shared development resource, and new data science technologies. The fundamental principle of the GlobalData business model is to provide our clients with subscription access to our proprietary data, analytics, and insights platform, with the offering of ancillary services such as consulting, single copy reports and events. The vast majority of data sold by the Group is produced by a central research team which produces data for the Group as a whole. The central research team reports to one central individual, the Managing Director of the India operation, who reports to the Group Chief Executive. 'Data, Analytics and Insights' is therefore considered to be the operating segment of the Group.

The Group profit or loss is reported to the Chief Executive on a monthly basis and consists of earnings before interest, tax, depreciation, amortisation, central overheads and other adjusting items. The Chief Executive also monitors revenue within the operating segment.

The Group considers the use of a single operating segment to be appropriate due to:

· The Chief Executive reviewing profit or loss at the Group level;

· Utilising a centralised operating model;

· Being an integrated solutions based business, rather than a portfolio business; and

· The M&A strategy of the Group being to fully integrate within the One Platform.

Following the Group's reorganisation at the beginning of FY24 to create three new customer-focused business divisions (being Healthcare, Consumer and Technology), an assessment of the Group's reportable segments will be performed during H1 2024.

A reconciliation of Adjusted EBITDA to profit before tax from continuing operations is set out below:

	Year ended 31 December 2023 £m	Year ended 31 December 2022 £m
Adjusted EBITDA	110.8	86.4
Restructuring costs	(1.7)	(0.6)
M&A costs	(0.4)	(2.9)
Contingent consideration	(0.9)	(1.0)
Refinancing costs	-	(1.9)
Share-based payment charge	(19.4)	(4.1)
Costs relating to share-based payment schemes	(0.2)	(0.9)
Revaluation gain/(loss) on short and long-term derivatives	0.8	(0.6)
Unrealised operating foreign exchange gains/(losses)	1.5	(1.9)
Amortisation of acquired intangibles	(9.0)	(9.1)
Depreciation	(6.2)	(6.4)
Amortisation (excluding amortisation of acquired intangible assets)	(1.6)	(1.0)
Finance costs	(32.2)	(17.6)
Profit before tax	41.5	38.4

Geographical analysis

Our primary geographical markets are serviced by our global sales teams which are organised as Europe, US and Asia Pacific by virtue of the team location. The below disaggregated revenue is derived from the geographical location of our customers rather than the team structure the Group is organised by.

From continuing operations

Year ended 31 December 2023	UK	Europe	Americas¹	Asia Pacific	MENA²	Rest of World	Total
	£m	£m	£m	£m	£m	£m	£m
Revenue from external customers	43.4	73.9	99.1	27.9	20.4	8.4	273.1

Year ended 31 December 2022	UK	Europe	Americas¹	Asia Pacific	MENA²	Rest of World	Total
	£m	£m	£m	£m	£m	£m	£m
Revenue from external customers	36.0	64.7	91.4	27.2	16.6	7.3	243.2

1. Americas includes revenue from the United States of America of £95.8m (2022: £86.7m)

2. Middle East & North Africa

Intangible assets held in the US and Canada were £35.1m (2022: £35.9m), of which £31.6m related to goodwill (2022: £31.6m). Intangible assets held in the UAE were £12.1m (2022: £12.8m) of which £11.4m related to goodwill (2022: £11.4m). All other non-current assets are held in the UK. The largest customer represented less than 2% of the Group's consolidated revenue.

4. Revenue

The Group generates revenue from services provided over a period of time such as recurring subscriptions and other services which are deliverable at a point in time such as reports, events and custom research.

Subscription income for online services, data and analytics (typically 12 months) is normally invoiced at the beginning of the services and is therefore recognised as a contract liability, "deferred revenue", in the statement of financial position. Revenue is recognised evenly over the period of the contractual term as the performance obligations are satisfied evenly over the term of subscription.

The revenue on services delivered at a point in time is recognised when our contractual obligation is satisfied, such as delivery of a static report or delivery of an event. The obligation on these types of contracts is a discrete obligation, which once met satisfies the Group performance obligation under the terms of the contract.

Any invoiced contracted amounts which are still subject to performance obligations and where the payment has been received or is contractually due are recognised within deferred revenue at the statement of financial position date. Typically, the Group receives settlement of cash at the start of each contract and standard terms are zero days. Similarly, if the Group satisfies a performance obligation before it receives the consideration or is contractually due the Group recognises a contract asset within accrued income in the statement of financial position.

	Revenue recognised in the Consolidated Income Statement		Deferred Revenue recognised within the Consolidated Statement of Financial Position
	Year ended 31 December 2023	Year ended 31 December 2022	As at 31 December 2023	As at 31 December 2022
	£m	£m	£m	£m
Services transferred:
Over a period of time	215.3	196.5	89.5	91.6
At a point in time	57.8	46.7	15.1	12.4
Total	273.1	243.2	104.6	104.0

As subscriptions are typically for periods of 12 months the majority of deferred revenue held at 31 December will be recognised in the income statement in the following year. As at 31 December 2023, £2.0m (2022: £1.1m) of the deferred revenue balance will be recognised beyond the next 12 months. In the year ended 31 December 2023 the Group recognised revenue of £102.9m (2022: £81.0m) that was included in the deferred revenue balance at the beginning of the period. The opening deferred revenue balance as at 1 January 2022 was £81.4m.

As at 31 December 2023, the total non-cancellable obligations within deferred revenue to fulfil revenue amounted to £104.6m (2022: £104.0m). As at the same date, the total non-cancellable obligations within Invoiced Forward Revenue to fulfil revenue amounted to £135.2m (2022: £133.5m).

In instances where the Group enters into transactions involving a range of the Group's services, for example a subscription and custom research, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices.

5. Operating profit

Operating profit is stated after the following expenses relating to continuing operations:

	Year ended 31 December 2023	Year ended 31 December 2022
	£m	£m
Cost of sales	132.0	125.7
Administrative costs	65.7	60.9
	197.7	186.6
Losses on trade receivables	2.3	0.7
Total operating expenses	200.0	187.3

Cost of sales includes all directly attributable costs of sale including product, consulting and sales costs. Administrative costs includes all other costs of operations.

6. Adjusting items

	Year ended 31 December 2023	Year ended 31 December 2022
	£m	£m
Share-based payment charge	19.4	4.1
Amortisation of acquired intangibles	9.0	9.1
Restructuring costs	1.7	0.6
Contingent consideration	0.9	1.0
M&A costs	0.4	2.9
Costs relating to share-based payments scheme	0.2	0.9
Refinancing costs	-	1.9
Revaluation (gain)/loss on short and long-term derivatives	(0.8)	0.6
Unrealised operating foreign exchange (gain)/loss	(1.5)	1.9
Total adjusting items	29.3	23.0

The adjustments made are as follows:

· The share-based payments charge is in relation to the share-based compensation plans (detailed in note 12) under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options and awards is recognised as an expense in the income statement. The total amount to be expensed is determined by reference to the fair value of the options granted. The original fair value on grant date is charged to the income statement based upon the Monte-Carlo method. Following modification on 30 November 2022, an additional charge for the beneficial modification was determined by the Black-Scholes method.

· The amortisation charge for those intangible assets recognised on business combinations.

· Restructuring costs relate to redundancy payments and professional fees incurred in relation to group reorganisation projects.

· The contingent consideration amounts relate to payments due to the previous owners of MBI and TS Lombard between 2023 and 2025. These have been treated as remuneration costs due to their being contingent upon the former owners remaining as employees of the Group at the time of payment.

· The M&A costs consist of professional fees incurred in performing due diligence relating to potential acquisition targets and redundancy costs in relation to group integration projects.

· Costs relating to share-based payments scheme consist of employer taxes borne as a result of the vesting of options within the final tranche of Scheme 1 during the year, and professional fees incurred in advice obtained relating to the consolidation and subdivision of share capital.

· Refinancing costs in the prior year consisted of legal fees incurred in relation to (i) the extension of the previously held term loan and RCF by one year (completed during June 2022) and (ii) the arrangement of the new loan facility which was drawn down upon during August 2022.

· The revaluation of short and long-term derivatives relates to movement in the fair value of the short and long-term derivatives.

· Unrealised operating foreign exchange gains and losses relate to non-cash exchange losses and gains made on operating items.

7. Net finance costs

	Year ended 31 December 2023	Year ended 31 December 2022
	£m	£m
Loan interest cost	28.6	16.4
Lease interest cost	1.1	1.3
Revaluation of interest rate swap	2.8	-
Other interest cost	0.1	0.1
Other interest income	(0.4)	(0.2)
	32.2	17.6

Loan interest cost includes non-cash interest relating to financial liabilities measured at amortised cost of £5.1m (2022: 2.1m). The increased charge in the year reflects the change in anticipated cash flows on the term loan. The Group intends to fully repay the loan upon completion of the investment agreement with Inflexion. As a result of the change in anticipated cash flows, the Group recognised a non-cash interest expense of £3.4m in accordance with IFRS 9, which requires that any revisions to the estimate of payments, should be adjusted against the amortised cost of a financial liability by recalculating the present value of the estimated future cash flows, discounted at the financial instrument's original effective interest rate.

The £2.8m charge in respect of the revaluation of the interest rate swap reflects that the hedged items (future interest repayments) are no longer probable or expected to occur and as such hedge accounting has been discontinued. The cumulative loss balance held in the cash flow hedge reserve of £2.8m was transferred to the income statement at the end of the year (2022: £3.9m loss recognised through the statement of other comprehensive income).

8. Earnings per share

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders of the parent company divided by the weighted average number of shares in issue during the period. The Group also has a share options scheme in place and therefore the Group has calculated the dilutive effect of these options.

Pursuant to a capital reorganisation exercise undertaken on 25 July 2023, the Company's existing 118,303,869 ordinary shares in issue (nominal value £0.000714 per share) were consolidated, based on 1 consolidated share for every 14 existing ordinary shares, and then subdivided, based on 100 new ordinary shares for every 1 consolidated share. Post-reorganisation, there were 845,027,700 ordinary shares in issue (nominal value £0.0001 per share) which were admitted to AIM and commenced dealing on 26 July 2023.

The prior year comparatives have been restated to reflect the impact of the share-split on basic and diluted earnings per share in accordance with IAS 33: Earnings Per Share.

The earnings per share presented below is based upon the post-reorganisation share structure:

	Year ended 31 December 2023	Year ended 31 December 2022 Restated
	Year ended 31 December 2023	Year ended 31 December 2022 Restated
Earnings per share attributable to equity holders from continuing operations:
Basic
Profit for the period attributable to ordinary shareholders of the parent company (£m)	30.8	30.5
Weighted average number of shares (no' m)	807.1	805.0
Basic earnings per share (pence)	3.8	3.8
Diluted
Profit for the period attributable to ordinary shareholders of the parent company (£m)	30.8	30.5
Weighted average number of shares (no' m)	818.2	819.3
Diluted earnings per share (pence)	3.8	3.7

Reconciliation of basic weighted average number of shares to the diluted weighted average number of shares:

	Year ended 31 December 2023 No' m	Year ended 31 December 2022 Restated No' m
Basic weighted average number of shares, net of shares held in treasury reserve	807.1	805.0
Dilutive share options in issue - scheme 1	4.5	14.3
Dilutive share options in issue - scheme 2	6.6	-
Diluted weighted average number of shares	818.2	819.3

The diluted earnings per share calculation does not include performance-related share options where the performance criteria had not been met in the period, in accordance with IAS 33. The table below shows the number of share options which could become dilutive should future performance criteria be met. It excludes 6,624,997 options which are anticipated to vest in the year ended 31 December 2024 as these are included in the diluted weighted average number of shares calculation above given the performance criteria for these options has been met.

Potentially dilutive shares	2024	2025	2026	2027	Total
Schedule	No.	No.	No.	No.	No.
Scheme 2	-	6,624,997	6,624,997	6,624,997	19,874,991
Scheme 4	-	1,964,276	3,928,552	13,749,935	19,642,763
Total	-	8,589,273	10,553,549	20,374,932	39,517,754

9. Intangible assets

	AUC*	Software	Customer relationships	Brands	IP rights and database	Goodwill	Total
	£m	£m	£m	£m	£m	£m	£m
Cost
As at 1 January 2022	-	12.8	55.8	16.2	75.5	302.7	463.0
Additions: Business combinations	-	0.9	9.5	10.0	2.4	19.2	42.0
Additions: Separately acquired	-	1.7	-	-	-	-	1.7
Fair value adjustment	-	-	-	-	-	0.1	0.1
As at 31 December 2022	-	15.4	65.3	26.2	77.9	322.0	506.8
Additions: Separately acquired	0.2	3.0	-	0.1	-	-	3.3
As at 31 December 2023	0.2	18.4	65.3	26.3	77.9	322.0	510.1

Amortisation
As at 1 January 2022	-	(11.0)	(32.6)	(11.3)	(49.5)	(10.9)	(115.3)
Additions: Business combinations	-	(0.8)	-	-	(0.5)	-	(1.3)
Charge for the year	-	(1.1)	(5.2)	(0.9)	(2.9)	-	(10.1)
As at 31 December 2022	-	(12.9)	(37.8)	(12.2)	(52.9)	(10.9)	(126.7)
Charge for the year	-	(1.6)	(4.7)	(1.2)	(3.1)	-	(10.6)
As at 31 December 2023	-	(14.5)	(42.5)	(13.4)	(56.0)	(10.9)	(137.3)

Net book value
As at 31 December 2023	0.2	3.9	22.8	12.9	21.9	311.1	372.8
As at 31 December 2022	-	2.5	27.5	14.0	25.0	311.1	380.1

*AUC: Assets under construction which will be transferred to software post development.

10. Borrowings

	31 December 2023 £m	31 December 2022 £m
Short-term lease liabilities	4.3	5.4
Current liabilities	4.3	5.4

Long-term lease liabilities	21.4		24.6
Long-term borrowings	263.7		283.6
Non-current liabilities	285.1		308.2

The changes in the Group's borrowings can be classified as follows:

	Short-term borrowings	Long-term borrowings	Short-term lease liabilities²	Long-term lease liabilities²	Total
	£m	£m	£m	£m	£m
As at 1 January 2022	5.0	195.2	4.1	29.3	233.6
Cash flows:
- Repayment	(2.5)	-	(5.9)	-	(8.4)
- Proceeds (restated¹)	-	84.5	-	-	84.5
- Loan fees paid (restated¹)	-	(0.7)	-	-	(0.7)
Non-cash:
- Interest expense	-	2.1	-	-	2.1
- Lease additions	-	-	0.6	-	0.6
- Lease liabilities³	-	-	1.5	0.4	1.9
- Reclassification	(2.5)	2.5	5.1	(5.1)	-
As at 31 December 2022	-	283.6	5.4	24.6	313.6
Cash flows:
- Repayment	-	(25.0)	(5.4)	-	(30.4)
- Proceeds	-	-	-	-	-
- Loan fees paid	-	-	-	-	-
- Settlement of loan	-	-	-	-	-
Non-cash:
- Interest expense	-	5.1	-	-	5.1
- Lease additions	-	-	1.4	-	1.4
- Lease liabilities³	-	-	0.1	(0.4)	(0.3)
- Reclassification	-	-	2.8	(2.8)	-
As at 31 December 2023	-	263.7	4.3	21.4	289.4

¹ The comparative year's cash flows have been restated as explained in the 2022 restatement section of the Accounting Policies on page 28.

² Amounts are net of rental prepayments and accruals

³ Represents lease interest, dilapidations and movement on lease liability accruals and prepayments

Term loan and RCF

During August 2022, the Group completed a new three-year debt financing facility to give the Group additional funding to support the long-term growth of the business, including M&A. The debt facility comprises a £290.0m term loan and a RCF of £120.0m. The new facilities were arranged to cover a period of three years. There are no fixed periodic capital repayments, with the full balance being due for settlement when the facilities expire in August 2025. The term loan is syndicated between 12 lenders and the RCF is syndicated between 13 lenders.

As at 31 December 2022, the Group had fully drawn down the term loan of £290.0m. On 3 April 2023, the Group voluntarily repaid £25.0m of the term loan, resulting in the current term loan drawdown on 31 December 2023 of £265.0m. As at 31 December 2023, the Group was yet to draw down the available RCF facility of £120.0m. During January 2024, £20.0m of the RCF was drawn down to support a share buy-back. In accordance with the provisions of IFRS9 (including offsetting of loan fees paid as part of the refinancing process), the term loan is held on the statement of financial position with a value of £263.7m (31 December 2022: £283.6m). The Group intends to fully repay the loan upon completion of the investment agreement with Inflexion. As a result of the change in anticipated cash flows, the Group recognised a non-cash interest expense of £3.4m in accordance with IFRS 9, which requires that any revisions to the estimate of payments, should be adjusted against the amortised cost of a financial liability by recalculating the present value of the estimated future cash flows, discounted at the financial instrument's original effective interest rate.

Interest is currently charged on the term loan at a rate of 3.0% over the Sterling Overnight Index Average rate (SONIA) and is payable at the end of each calendar quarter. The Group entered into an interest rate swap during October 2022, with an effective date of 30 September 2022, initially based on a notional amount of £290.0m, which matched against the initial term loan drawdown. The notional amount of the swap was amended to £265.0m on 3 April 2023 (the same date as the voluntary repayment noted above), which aligns to the current term loan draw down. The agreement is to swap, on a calendar quarter basis, SONIA for a fixed rate of 4.9125%.

11. Equity

Share capital

Authorised, allotted, called up and fully paid:

	31 December 2023			31 December 2022
	No'000s¹	Percentage of Total Shares	£000s	No'000s¹	Percentage of Total Shares	£000s
				Restated
Ordinary shares (£0.0001)	845,028	99.99	84	845,028	99.99	84
Deferred shares of £1.00 each	100	0.01	100	100	0.01	100
Total authorised, allotted, called up and fully paid	845,128	100.00	184	845,128	100.00	184

¹Reflects post-reorganisation position as detailed below.

The prior year comparatives have been restated to reflect the impact of the share-split on basic and diluted earnings per share in accordance with IAS 33: Earnings Per Share.

Share Purchases

During the year the Group's Employee Benefit Trust purchased an aggregate amount of 7,862,788 shares (representing 0.9% of the total share capital), each with a nominal value of 1/100^th pence, at a total market value of £11.9m. The purchased shares will be held for the purpose of satisfying the exercise of share options under the Company's Employee Share Option Plan.

During the year, a total of 9,784,472 shares (representing 1.2% of the total share capital), each with a nominal value of 1/100^th pence, which were held by the Group's Employee Benefit Trust were utilised as a result of the vesting of the final tranche of Scheme 1 share options (at a total market value of £17.3m), as disclosed in note 12.

The maximum number of shares (each with a nominal value of 1/100^th pence) held by the Employee Benefit Trust (at any time during the year ended 31 December 2023) was 39,921,579 (representing 4.7% of the total share capital).

The purchase of shares by the trust is to limit the eventual dilution to existing shareholders. As at 31 December 2023, no dilution is forecast until 2027.

Vesting Schedule	2024 No.	2025 No.	2026 No.	2027 No.	Total No.
Scheme 1*	2,230,806	2,230,805	-	-	4,461,611
Scheme 2	6,624,997	6,624,997	6,624,997	6,624,997	26,499,988
Scheme 4	-	1,964,276	3,928,552	13,749,935	19,642,763
Total	8,855,803	10,820,078	10,553,549	20,374,932	50,604,362
Shares held in trust	(8,855,803)	(10,820,078)	(10,553,549)	(7,656,129)	(37,885,559)
Net dilution	-	-	-	12,718,803	12,718,803

*The remaining share options in Scheme 1 can be exercised anytime until August 2033 and therefore for the purposes of this analysis we have assumed they will be exercised within the next two years.

Capital management

The Group's capital management objectives are:

· To ensure the Group's ability to continue as a going concern; and

· To fund future growth and provide an adequate return to shareholders and, when appropriate, distribute dividends.

The capital structure of the Group consists of net bank debt, which includes borrowings (note 10) and cash and cash equivalents, and equity.

The Company has two classes of shares. The ordinary shares carry no right to fixed income and each share carries the right to one vote at general meetings of the Company.

The deferred shares do not confer upon the holders the right to receive any dividend, distribution or other participation in the profits of the Company. The deferred shares do not entitle the holders to receive notice of or to attend and speak or vote at any general meeting of the Company. On distribution of assets on liquidation or otherwise, the surplus assets of the Company remaining after payments of its liabilities shall be applied first in repaying to holders of the deferred shares the nominal amounts and any premiums paid up or credited as paid up on such shares, and second the balance of such assets shall belong to and be distributed among the holders of the ordinary shares in proportion to the nominal amounts paid up on the ordinary shares held by them respectively.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

No person has any special rights of control over the Company's share capital and all its issued shares are fully paid.

With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of Directors are described in the Board Terms of Reference, copies of which are available on request.

Dividends

The final dividend for 2022 was 2.6 pence per share (restated) and was paid in April 2023. The total dividend for the current year is 4.6 pence per share, with an interim dividend of 1.4 pence per share paid on 6 October 2023 to shareholders on the register at the close of business on 8 September 2023, and a final dividend of 3.2 pence per share will be paid on 26 April 2024 to shareholders on the register at the close of business on 22 March 2024. The ex-dividend date will be on 21 March 2024.

Treasury reserve

The treasury reserve represents the cost of shares held in the Group's Employee Benefit Trust for the purpose of satisfying the exercise of share options under the Company's Employee Share Option Plan.

Cash flow hedge reserve

The cash flow hedge reserve contains the fair valuation movements arising from revaluation of interest rate swaps. Changes in fair value of derivative financial instruments that are designated, and effective, cash flow hedges of forecast transactions are recognised in other comprehensive income and accumulated under the heading of cash flow hedge reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. The cumulative amount recognised in other comprehensive income and accumulated in equity is reclassified into the consolidated income statement out of other comprehensive income in the same period when the hedged item is recognised in profit or loss.

The disclosures above are for both the Group and the Company.

Other reserve

Other reserve consists of a reserve created upon the reverse acquisition of TMN Group Plc in 2009.

Foreign currency translation reserve

The foreign currency translation reserve contains the translation differences that arise upon translating the results of subsidiaries with a functional currency other than Sterling. Such exchange differences are recognised in the income statement in the period in which a foreign operation is disposed of.

12. Share-based payments

Scheme 1 - fully vested and closed to new participants

The Group created a share option scheme during the year ended 31 December 2010 and granted the first options under the scheme on 1 January 2011 to certain senior employees. Each option granted converts to one ordinary share on exercise. A participant may exercise their options subject to employment conditions and Adjusted EBITDA targets being met. For these options to be exercised the Group's earnings before interest, taxation, depreciation and amortisation, as adjusted by the Remuneration Committee for significant or one-off occurrences, must exceed certain targets. The fair values of options granted were determined using the Black-Scholes model. The inputs used in the model were:

· share price at date of grant;

· exercise price;

· time to maturity;

· annual risk-free interest rate; and

· annualised volatility.

Each of the awards were subject to vesting criteria set by the Remuneration Committee. As disclosed in the 2021 Annual Report and Accounts, the final vesting target of £52m Adjusted EBITDA (excluding the impact of IFRS16) was met in the financial year ending 31 December 2021 and therefore the final tranche of Scheme 1 options vested during 2022. Scheme 1 is now therefore closed.

The total charge recognised for the scheme during the 12 months to 31 December 2023 was £nil (2022: £nil).

The Remuneration Committee approved the vesting of the final tranche of Scheme 1 on 11 August 2022. The awards of the scheme were settled with ordinary shares of the Company. Whilst the majority of participants chose to exercise their options during the year ended 31 December 2022, holders of the remaining 14.3m options (post share reorganisation) chose to defer their exercise, as allowable under the scheme rules. During the year ended 31 December 2023, 9.8m of these options were exercised, resulting in 4.5m deferred options as at 31 December 2023. As a result of these options vesting during the year, £17.3m was transferred from the Group's treasury reserve to retained earnings of which £17.3m is distributable. The weighted average price of the exercised options at the date of exercise was £1.77 per share.

Reconciliation of movement in the number of options is provided below. No new grants were awarded during 2023.

	Pre Capital Reorganisation Values			Post Capital Reorganisation Values
	Option exercise price (pence)	Remaining life (years)	Number of options	Option exercise price (pence)	Remaining life (years)	Number of options
31 December 2022	1/14th	0.0	1,994,453	1/100th	0.0	14,246,083
Exercised	1/14th	N/A	(1,369,828)	1/100th	N/A	(9,784,472)
31 December 2023	1/14th	0.0	624,625	1/100th	0.0	4,461,611

The options carried forward as at 31 December 2023 are both outstanding and exercisable. The maximum term of the remaining options outstanding is 10 years, ending in August 2033.

Scheme 2 - 2019 scheme

The following assumptions were used in the valuation:

Award tranche	Award 1	Award 2	Award 3	Award 5	Award 7	Award 8
Grant date	31/10/19	07/05/20	25/05/20	22/09/20	23/03/21	31/01/23
Expected dividend yield	3.06%	3.06%	3.06%	3.06%	3.06%	3.57%
Volatility	26.87%	26.87%	26.87%	26.87%	26.87%	28.62%
Initial share price (pre capital reorganisation)	£12.25	£12.25	£12.25	£12.25	£12.25	£12.55
Initial share price (post capital reorganisation)	£1.72	£1.72	£1.72	£1.72	£1.72	£1.76
Group achieves £100m EBITDA by 1 March 2024	25% vest	25% vest	25% vest	25% vest	25% vest	25% vest
Fair value (pre capital reorganisation)	£11.79	£11.79	£11.79	£11.79	£11.79	£12.07
Fair value (post capital reorganisation)	£1.65	£1.65	£1.65	£1.65	£1.65	£1.69
Risk-free interest rate	3.17%	3.17%	3.17%	3.17%	3.17%	3.24%
Estimated forfeiture rate	8%	8%	8%	8%	8%	7%
Remaining contractual life	0.17	0.17	0.17	0.17	0.17	0.17
Group achieves £110m EBITDA by 1 March 2025	25% vest	25% vest	25% vest	25% vest	25% vest	25% vest
Fair value (pre capital reorganisation)	£11.43	£11.43	£11.43	£11.43	£11.43	£11.65
Fair value (post capital reorganisation)	£1.60	£1.60	£1.60	£1.60	£1.60	£1.63
Risk-free interest rate	3.24%	3.24%	3.24%	3.24%	3.24%	3.32%
Estimated forfeiture rate	13%	13%	13%	13%	13%	12%
Remaining contractual life	1.17	1.17	1.17	1.17	1.17	1.17
Group achieves £125m EBITDA by 1 March 2026	25% vest	25% vest	25% vest	25% vest	25% vest	25% vest
Fair value (pre capital reorganisation)	£11.09	£11.09	£11.09	£11.09	£11.09	£11.24
Fair value (post capital reorganisation)	£1.55	£1.55	£1.55	£1.55	£1.55	£1.57
Risk-free interest rate	3.20%	3.20%	3.20%	3.20%	3.20%	3.12%
Estimated forfeiture rate	19%	19%	19%	19%	19%	18%
Remaining contractual life	2.17	2.17	2.17	2.17	2.17	2.17
Group achieves £145m EBITDA by 1 March 2027	25% vest	25% vest	25% vest	25% vest	25% vest	25% vest
Fair value (pre capital reorganisation)	£10.76	£10.76	£10.76	£10.76	£10.76	£10.85
Fair value (post capital reorganisation)	£1.51	£1.51	£1.51	£1.51	£1.51	£1.52
Risk-free interest rate	3.24%	3.24%	3.24%	3.24%	3.24%	3.21%
Estimated forfeiture rate	24%	24%	24%	24%	24%	23%
Remaining contractual life	3.17	3.17	3.17	3.17	3.17	3.17

Awards 4 and 6 have been fully forfeited. For all options noted within the table above, the post capital reorganisation exercise price per option is £0.0001 (equivalent to 1/100^th pence) and the expected dividend yield has been assumed to be paid throughout the performance period. The volatility used within the calculations was determined by calculating the Group's observed historical volatility over a period equal to the time until the end of the assumed maturity date.

The estimated forfeiture rate assumption is based upon Management's expectation of the number of options that will lapse over the vesting period and are reviewed annually. Management believes the current assumptions to be reasonable.

The total charge recognised for the scheme during the 12 months to 31 December 2023 was £13.6m (2022: £3.3m). The awards of the scheme will be settled with ordinary shares of the Company.

Reconciliation of movement in the number of options in Scheme 2 is provided below.

	Pre Capital Reorganisation Values			Post Capital Reorganisation Values
	Option exercise price (pence)	Remaining life (years)	Number of options	Option exercise price (pence)	Remaining life (years)	Number of options
31 December 2022	1/14th	2.8	3,360,000	1/100th	2.8	24,000,000
Granted	1/14th	N/A	500,000	1/100th	N/A	3,571,427
Forfeited	1/14th	N/A	(150,000)	1/100th	N/A	(1,071,429)
31 December 2023	1/14th	1.7	3,710,000	1/100th	1.7	26,499,998

The options carried forward as at 31 December 2023 are both outstanding and exercisable.

Scheme 4 - 2021 scheme

The following assumptions were used in the valuation:

Award tranche	Award 1	Award 2	Award 3
Grant date	07/03/22	31/01/23	23/05/23
Expected dividend yield	3.06%	3.57%	3.34%
Volatility	26.87%	28.62%	29.40%
Initial share price (pre capital reorganisation)	£12.25	£12.55	£13.10
Initial share price (post capital reorganisation)	£1.72	£1.76	£1.83
Group achieves £110m EBITDA by 1 March 2025	10% vest	10% vest	10% vest
Fair value (pre capital reorganisation)	£11.43	£11.65	£12.35
Fair value (post capital reorganisation)	£1.60	£1.63	£1.73
Risk-free interest rate	3.24%	3.32%	4.10%
Estimated forfeiture rate	16%	15%	13%
Remaining contractual life	1.17	1.17	1.17
Group achieves £125m EBITDA by 1 March 2026	20% vest	20% vest	20% vest
Fair value (pre capital reorganisation)	£11.09	£11.24	£11.94
Fair value (post capital reorganisation)	£1.55	£1.57	£1.67
Risk-free interest rate	3.20%	3.12%	4.02%
Estimated forfeiture rate	22%	21%	19%
Remaining contractual life	2.17	2.17	2.17
Group achieves £145m EBITDA by 1 March 2027	70% vest	70% vest	70% vest
Fair value (pre capital reorganisation)	£10.76	£10.85	£11.55
Fair value (post capital reorganisation)	£1.51	£1.52	£1.62
Risk-free interest rate	3.24%	3.21%	3.97%
Estimated forfeiture rate	28%	27%	25%
Remaining contractual life	3.17	3.17	3.17

For all options noted within the table above, the post capital reorganisation exercise price per option is £0.0001 (equivalent to 1/100^th pence) and the expected dividend yield has been assumed to be paid throughout the performance period. The volatility used within the calculations was determined by calculating the Group's observed historical volatility over a period equal to the time until the end of the assumed maturity date.

The estimated forfeiture rate assumption is based upon management's expectation of the number of options that will lapse over the vesting period and are reviewed annually. Management believes the current assumptions to be reasonable.

The total charge recognised for the scheme during the 12 months to 31 December 2023 was £5.8m (2022: £0.8m). The awards of the scheme will be settled with ordinary shares of the Company.

Reconciliation of movement in the number of options in Scheme 4 is provided below.

	Pre Capital Reorganisation Values			Post Capital Reorganisation Values
	Option exercise price (pence)	Remaining life (years)	Number of options	Option exercise price (pence)	Remaining life (years)	Number of options
31 December 2022	1/14th	3.9	1,716,000	1/100th	3.9	12,257,143
Granted	1/14th	N/A	1,446,000	1/100th	N/A	10,328,477
Forfeited	1/14th	N/A	(412,000)	1/100th	N/A	(2,942,857)
31 December 2023	1/14th	2.8	2,750,000	1/100th	2.8	19,642,763

The options carried forward as at 31 December 2023 are both outstanding and exercisable.

13. Contingent liabilities

The Group has a contingent liability in relation to professional fees incurred which become payable upon completion of the investment agreement. The total potential fee payable amounts to £6.6m.

In addition, taxation charges are expected to crystallise within the Group as a result of entering into the investment agreement, based on the steps required to re-organise the Healthcare business into its own corporate perimeter. The ultimate cash tax payable will be based on the specific facts and circumstances, including the relevant value of the Healthcare business attributable to the jurisdictions in which it operates and the relevant tax laws and regulations of each territory, however, the current charge is estimated to total £20.7m.

There were no contingent liabilities as at 31 December 2022.

14. Acquisitions

The Group did not undertake any acquisitions during the year ended 31 December 2023, however a contingent consideration payment of £0.2m in relation to the MBI acquisition (acquired during the year ended 31 December 2022) was made.

15. Related party transactions

Mike Danson, GlobalData's Chief Executive, owned 59.1% of the Company's ordinary shares as at 31 December 2023 and 57.8% as at 4 March 2024 and is therefore the Company's ultimate controlling party. Mike Danson owns a number of other businesses, a small number of which interact with GlobalData Plc.

The Board has put in place an additional control framework to ensure related party transactions are well controlled and managed. Related party transactions are overseen by a subcommittee of the Board. The Related Party Transactions Committee, consisting of 4 Non-Executive Directors and chaired by Murray Legg meets to:

o Oversee all related party transactions;

o Ensure transactions are in the best interests of GlobalData and its wider stakeholders; and

o Ensure all transactions are recorded and disclosed on an arm's length basis.

As previously noted, it is the intention of the Board and Management to reduce and eventually eliminate related party transactions and wind down the service agreements that are currently in place. During 2023 we have continued the progress made in 2021 and 2022 and now expect to have eliminated all legacy relationships with related parties by 31 December 2024.

During the year, the following related party transactions were entered into by the Group:

Accommodation

GlobalData Plc sub-let office space to other companies owned by Mike Danson, but this materially ceased in 2021 with the exception of one property (the related party tenant exited as at 31 December 2022 and therefore no related party property transactions happened in 2023). The total sub-lease income for the year ended 31 December 2023 was £nil (2022: £0.1m). During the year ended 31 December 2023, the Group utilised a private yacht (owned by Mike Danson) to host a commercial event. The Group paid disbursements for food, drinks and staff wages whilst hosting the event, which amounted to £34,000 (2022: £nil).

Corporate support services

In 2023 net corporate support charges of £0.1m were charged from NS Media Group Limited ("NSMGL") and net corporate support charges of £0.1m were charged to Estel Property Investments No.3 Limited, both companies are related parties by virtue of common ownership (2022: £0.6m charge from NSMGL). The corporate support charges in 2023 consist of a share of the India management team cost which have been recharged on a consistent basis to other corporate support charges in previous years and are determined by headcount. Additionally included in the charges are shared software development and recharged salary costs. In 2022 the corporate support charges principally consisted of shared IT support and software development, the contract for which ended during 2022.

Loan to Progressive Trade Media Limited

The previous outstanding loan was fully repaid on 31 January 2022 and generated interest income in 2023 of £nil (2022: £5,000). Interest was charged throughout the term of the loan at a rate of 2.25% above LIBOR. The loan was specifically entered into in relation to the divestment of non-core print and advertising businesses in 2016 and no further loan relationships are expected.

Revenue contract containing IP sharing clause

The Group entered into a five-year data services agreement with NSMGL in June 2020. The agreed suite of data services provided to NSMGL was contracted on terms equivalent to those that prevail in arm's length transactions. The Group mutually agreed with NSMGL to terminate this agreement on 1 July 2022 in order to reduce the amount of related party transactions as well as a different strategic direction in NSMGL. The total revenue generated from this contract during 2023 was £nil (2022: £0.4m) and the net contribution generated was £nil (2022: £0.2m). The cancellation was in accordance with the contracted terms.

NSMGL also acted as a sales distributor for some GlobalData products. On these transactions they charged agent fees of £0.2m (2022: £0.2m).

Charity donations

During the year the Group paid donations of £0.04m (2022: £0.1m) to charities in India which were funded by a related party entity, The Danson Foundation (charity reference 1121928). This was a pass-through transaction, with the Group facilitating payment to charities in India.

Balances outstanding

As at 31 December 2023, the total balance receivable from NSMGL was £nil. There is no specific credit loss provision in place in relation to this receivable and the total expense recognised during the period in respect of bad or doubtful debts was £nil.

The Group has taken advantage of the exemptions contained within IAS24: Related Party Disclosures from the requirement to disclose transactions between Group companies as these have been eliminated on consolidation. The amounts outstanding for other related parties were £nil (2022: £nil). There were no other balances owing to or from related parties.

Directors and Key Management Personnel

The remuneration of Directors is disclosed within the Directors' Remuneration Report within the Group's Annual Report and Accounts for the year ended 31 December 2023.

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END

Companies

Globaldata (DATA)

Thursday, 21st November 2024

COMPANIES COVERED:

HLMA JD. ITH

JD Sports tanks after management tighten profit guidance towards the lower end of expectations, Halma finds support from strong earnings and capital return commitment cheers shareholders in Ithica Energy.

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