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Final Results

In brief · summary, not quotable

FY24 revenue grew 5% to £285.5m with 41% EBITDA margin; targeting £500m revenue by end of 2026.

vs expectations: in line with market expectations

  • Revenue £285.5m (prior £273.1m)
  • Adjusted EBITDA £116.8m (prior £110.8m)
  • Profit before tax £54.9m (prior £41.5m)
  • Adjusted EBITDA margin 41% (prior 41%)
  • Contracted Forward Revenue £171.4m (prior £153.4m)
  • Net cash £10.1m (prior (£243.9m))
Full announcement

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GlobalData Plc (AIM: DATA, GlobalData, the Group), data, insight, and technology company, today publishes its results for the year ended 31 December 2024 (FY24).

  • Results in line with market expectations.
  • Total revenue growth of 5% to £285.5m (FY23: £273.1m), underlying revenue growth1 of 4%.
  • Continued growth in Adjusted EBITDA1 (+5%), maintained margin at 41%.
  • Profit before tax grew by £13.4m to £54.9m (2023: £41.5m) a 32% increase on prior year reflecting trading performance and reduction in finance costs.
  • Underlying Contracted Forward Revenue1 growth of 4%, providing strong visibility into 2025.
  • As part of the dividend rebasing to focus capital on M&A, final dividend proposed at 1.0p (2023: 3.2p).
  • Gain of £412.0m recognised in equity following investment for 40% of the Group's Healthcare business by Inflexion Private Equity Partners LLP ("Inflexion").
  • Platform strengthened with £88.0m investment across four value-creating M&A transactions, with a further acquisition (AI Palette) completing on 7 March 2025 for a purchase price of $11.5m.
  • Announced proposed move to the Main Market of the London Stock Exchange ("Main Market").

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

"2024 was transformational for GlobalData following Inflexion's significant investment in June 2024, which strengthened our balance sheet and accelerated our growth strategy. We have launched and made significant progress in our 2024-26 Growth Transformation Plan, particularly through our AI-first approach. Our AI Hub combines our proprietary data with advanced AI capabilities to deliver enhanced value to our customers and has rapidly gained traction, now serving over 42,000 users.

Strategic M&A remains a core element of our growth strategy, with four earning accretive acquisitions completed during the year, strengthening our One Platform offering. With much of the foundational work to re-organise the business and set us up for accelerated growth now completed, we enter 2025 with clear priorities and a strengthened team to deliver. With strong revenue visibility, a clear transformation roadmap, and the financial capacity to execute, we're confidently progressing toward our target of £500m annualised revenue by 2026".

Highlights

Financial results for the year ended 31 December 2024.

Key performance metrics20242023GrowthUnderlying growth 1
Revenue£285.5m£273.1m+5%+4%
Operating profit£65.1m£73.7m-12%
Operating profit margin23%27%-4 pts
Adjusted EBITDA 1£116.8m£110.8m+5%
Adjusted EBITDA margin 141%41%0 pts
Profit before tax (PBT)£54.9m£41.5m+32%
Earnings per share (EPS)3.8p3.8p0%
Adjusted EPS 17.5p6.8p+10%
Total dividends2.5p4.6p-46%
Contracted Forward Revenue 1£171.4m£153.4m+12%+4%
Net cash/ (bank debt) 1£10.1m(£243.9m)-104%

Operational Highlights

  • Significant first-year progress against our three-year Growth Transformation Plan.
  • Investment for 40% of the Group's Healthcare business by Inflexion supports mid-term strategic goals, generating gross cash proceeds of £451.4m. Pre-existing debt facilities fully settled and extinguished upon transaction completion.
  • Platform strengthened with £88.0m of investment across four earning accretive acquisitions (Business Trade Media International, LinkUp, Celent and Deallus).
  • Transformative year in AI:

o Demonstrable impact for customers, with over 42,000 users now subscribed to GlobalData's AI Hub, transforming how users discover and apply insights in their daily workflows.

  • Two Share Buyback Programmes completed returning £29.3m to shareholders; a further £50m buyback announced for 2025.
  • Announced proposed move to the Main Market.
  • Completed, on 7 March 2025, the acquisition of AI Palette for a purchase price of $11.5m, an AI Powered consumer insights platform offering an Innovation Intelligence solution to the Consumer-packaged goods sector.

Financial Highlights

Strong growth in both revenue and profit before tax:

o Overall revenue growth of 5% at £285.5m (2023: £273.1m), which includes some benefit of acquisitions and despite currency headwinds during the year.

o Robust underlying revenue growth of 4% (2023: 7%).

  • Adjusted EBITDA up 5% to £116.8m (2023: £110.8m), Adjusted EBITDA margin maintained at 41% (2023: 41%).
  • Operating Profit declined 12% to £65.1m having been impacted by current year acquisition and integration expenses, restructuring costs incurred on the Healthcare transaction and an increase in the share-based payment charge.
  • Profit before tax grew by £13.4m to £54.9m (2023: £41.5m) a 32% increase on prior year reflecting trading performance and reduction in finance costs.
  • Operating cash flow was £97.6m (2023: £101.0m), a decrease of 3% reflecting one-off cash costs associated with the Inflexion Healthcare transaction and the four acquisitions.
  • Contracted Forward Revenue (being Invoiced Forward Revenue plus contracted revenue not yet invoiced) grew by 12% to £171.4m (2023: £153.4m), the underlying growth of this metric was 4%.
  • Invoiced Forward Revenue grew to £145.3m (underlying growth of 3%) at 31 December 2024 (31 December 2023: £135.2m).
  • Signed new £340m debt financing facilities giving the Group significant firepower to execute its M&A strategy.
  • As part of the dividend rebasing to focus capital on M&A, final dividend proposed at 1.0p (2023: 3.2p).

Current Trading and Outlook

  • Robust outlook is underpinned by high levels of revenue visibility, good execution of the Growth Transformation Plan and a strong financial position that allows continued investment in strategic growth opportunities.
  • Clear financial targets for FY25 and beyond:

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

o Targeting annualised revenue of £500m by the end of 2026, through a combination of high single to double-digit organic revenue growth and M&A.

o Steadily progressing towards 45% Adjusted EBITDA margin over the course of the plan period and reinvesting into the Growth Transformation Plan.

Note 1: Defined in the explanation of non-IFRS measures on page 20.

One Platform Model

Strategic Priorities

CHIEF EXECUTIVE'S REVIEW

FY24 marked the start of our next growth chapter as we launched our new Growth Transformation Plan 2024-2026. We have spent a lot of time this year laying the foundations in order to drive execution and further scale our One Platform. The first year of the plan has been about building a strong foundation, re-organising our business into two divisions and investing in our sales force, AI capability and client solutions to position the Group for successful execution.

The plan focuses on expanding sales headcount, innovating through product development and embedding our wider AI transformation programme, as well as scaling up our M&A ambitions. This year, we saw significant investment in these core areas, making 2024 a year of evolution for GlobalData putting us in a strong position to accelerate our growth and deliver sustainable value creation for our shareholders, the benefits of which I'm pleased to say we are already starting to realise.

FY24 performance and investment across our growth pillars

In FY24 we have delivered steady revenue growth of 5% to £286m, within the range of market expectations (2023: £273m), which represents 4% growth on an underlying basis. We continued to invest in a number of planned initiatives to secure future growth over the medium term, but with good cost discipline, Adjusted EBITDA margin was maintained at 41%.

GlobalData closed the year with underlying Contracted Forward Revenue ("CFR") growth of 4%, providing strong visibility into 2025.

As planned, 2024 was a significant year of investment across our Growth Transformation Plan initiatives. We continued to invest in our AI capabilities, delivering demonstrable client impact with a 60% increase in AI Hub usage, as well as launching our new client solutions offerings and increasing our sales headcount with an additional 30 senior sales positions.

The investment made by Inflexion in our Healthcare business, in June 2024, was transformational in many respects. The transaction valued the business at close to 22x Adjusted EBITDA (based upon 12 months to 30 June 2023) and the Group recognised a £412m gain directly within equity as a result. The cash receipt has provided the wider Group with the firepower to support growth through a bolt-on M&A strategy.

During the second half of the year we closed four acquisitions for a combined equity value of £88m, the acquisitions are expected to add c.£42m of revenues during FY25 and benefit from improved contribution levels as the businesses become fully integrated into the GlobalData business model. The Group closes the year in a positive net cash position providing additional flexibility to accelerate future value-creating M&A activity. In addition to M&A, we have also deployed capital towards share buybacks in the second half, maintaining a disciplined approach to capital allocation.

Executing our Growth Transformation Plan 2024-2026

We have delivered good revenue growth while maintaining strong margins, despite significant investments in our transformation programme. Our strong recurring revenue base has continued to expand, providing increased visibility and stability to our future earnings. We aim for high-single to double digit organic revenue growth and whilst our growth was below this target in 2024, we firmly believe that we have the right programme in place to accelerate the Group's revenue growth. In particular, I am confident that our customer focused initiatives, will have a positive impact on our target to achieve >90% volume renewal rate (>£20k clients) over the medium term. Our volume renewal rates have marginally reduced during 2024 to 83% (2023: 84%).

During the first year of the Growth Transformation Plan clear progress has been made against our four strategic pillars which are as follows:

Customer Obsession: our number one priority

Having reorganised our structure at the start of FY24, the number one priority remains our customer obsession. We believe this is the key enabler for sustainable value creation, which is why investment in our people has been prioritised with a concentration on three major areas; customer-driven re-organisation, solutions-focused user interface, and customer engagement.

Firstly, our re-organisation focused upon the separation of the Healthcare business at an operational level, but the real emphasis was setting up customer-centric organisational structures. We hired a Chief Revenue Officer ("CRO") and Chief Operating Officer ("COO") within the Healthcare division as well as a Global CRO and COO covering all other industry sectors, each with a customer-centric and growth transformation mandate.

Within this structure we have hired strategic and major account managers across the Group to help our focus on creating strategic partnership and build customer relationships amongst our larger client cohort. The reorganisation has taken time to set up, which has impacted our trading results in the short term. However, we are confident that the changes we have made are the right ones and we are starting to see the early benefits of this coming through in some initiatives.

Secondly, our Growth Transformation Plan is underpinned by a clients solutions-based model. Our Solutions initiatives centre around ensuring client delivery is focused and personalised to the job role and use case for the proprietary data and content. Through solutions such as Sales Intelligence, Strategic Intelligence and Competitive Intelligence, we are creating tools, workflows and configuration that is tailored to the user and their required outcomes. Our investment in AI is allowing us to do this at scale and with additional tools such as AI Hub and virtual assistants, we are now creating a transformational user interface and user experience. This powerful combination of AI and human expertise is what continues to set us apart from our peers. This is why it means greater focus on investment in solutions and AI capabilities - all to provide better solutions to our customers.

And finally, customer engagement remains central to our success, where staying closer to and building stronger relationships is of utmost importance. The strength of our relationships is reflected in the frequency and quality of client engagement across our divisions. The quality, insights and specialist industry knowledge of our analysts is a key value point in our service to clients, increasing the levels of engagement is an extremely important value driver for our customers and long term will increase the quality and longevity of customer partnerships.

A key outcome of our Customer Obsession activities is to move the business towards our target renewal rate (by volume) to more than 90% over the medium term. Volume renewal rates (customers >£20k) marginally reduced to 83% in FY24 (FY23: 84%). We also have a clear focus on increasing our penetration with large clients. During 2024, our volume renewal rate for clients spending more than £100,000 was 98% (FY23: 97%), which reflects a client base of 431 clients (FY23: 406) with an accumulated value of £123m (FY23: £114m).

World Class Product: Significant investment in products, solutions and AI capability

2024 has been a significant year for investment in our product and AI capability. We see increasing demand from customers for more sophisticated and efficient solutions and, as we continue to innovate to stay at the forefront with our value-adding product enhancements, we are actively transitioning to a solutions-based model. Our AI capability is embedded across the portfolio, and through investment in technology stack and enhancing AI powered solutions, we are now offering a more personalised experience to customers.

Moreover, following the successful beta trial of AI Hub, we now see a demonstrable impact for customers, with over 42,000 users now subscribed to AI Hub, transforming how users discover and apply insights in their daily workflows.

This success is primarily driven by our AI experts, as well as broader workforce who nurture their skills through our AI training programme. We launched 'All in on AI', an ongoing campaign designed to give all colleagues the information and tools they need to tell our AI story with clarity and confidence, as well as the platform to provide feedback and ideas.

Strategic use of AI remains one of our key competitive differentiators, and this technology is embedded across our One Platform.

Transformation is well underway to a solutions-based model:

Sales Excellence: Investing in sales to drive organic growth

Now operating as two segments - Healthcare and Non-Healthcare - our sales teams have been recalibrated to drive organic value creation. Led by our two new CROs, we are transforming the balance of our sales operation to be more focused on larger clients given our opportunity to increase average client value within the greater economics of this customer cohort.

Our front-line sales personnel capacity has been expanded from c.270 to 370 effective March 2025, including an additional 30 senior sales positions. We remain on track to grow our sales team by more than 150 additional salespeople during the Growth Transformation Plan. Our value creation plan focuses on the following growth levers:

Reduction of churn - Our volume renewal rate was 83% (customers >£20k), which is reflective of churn across our low to mid-tier clients. Our focus on solutions and AI in customer usability will help to reduce the training and onboarding required by making the service more intuitive and tailored to specific use cases. This approach will give us more scalability in servicing client needs.

And secondly, our new licence model gives more access to clients via teams or enterprise licensing which will reduce the single user risk that we have carried with a number of low and mid-tier clients and drive more usage of the product and ultimately more value to the customer.

Price - We have developed a new pricing model which does not price the product by seat, but instead looks at teams and enterprise usage. We believe by doing this, we are significantly increasing the potential value to the customer and increasing usage. In exchange for the additional value, which also includes additional tools, solutions workflows and AI Hub without additional charge, this will give us much stronger pricing power going forwards.

Upsell/ Cross Sell - Our new licence model will also drive significant opportunity to increase penetration within our existing clients, particularly within our larger clients. The licensing model enables the expansion into different teams and geographies, as well as more modularisation within the data sets. Our solutions approach also gives us opportunities to approach different use cases within a business and develop new relationships with different teams in the organisation, as well as giving additional opportunity for revenue with configuration and custom work.

New Logo Sales - We continue to have a significant opportunity across the industries we serve, with a Total Addressable Market in excess of £20bn. We continue to invest in our sales headcount, our organisational structure and our processes.

The use of AI to optimise our internal processes, including our renewals workflow, is showing early signs of improvement. Embedding AI tools into the renewal workflow provides a customer health scorecard, making the renewal process more efficient.

Operational Agility: Supporting our operational excellence through strategic M&A

Strategic, value-enhancing M&A remains a core pillar of our growth strategy, and in 2024 we recognised a number of good opportunities to enhance our platform. GlobalData's centralised model for our One Platform is key to the seamless execution of our acquisitions. We have a proven playbook to integrate assets onto our platform. From Day 1 there are benefits to the access our centralised model provides which allows us to remove costs, access synergies and set up new bolt-on acquisitions to scale on our platform.

The investment from Inflexion, which completed in June 2024, generated gross cash proceeds of £451.4m and resulted in settlement of the Group's pre-existing finance facilities. We therefore now have the firepower to support growth through a bolt-on M&A strategy. As part of our ongoing efforts to invest and scale our One Platform to make it the best it can be, we closed four M&A transactions for a combined equity value of c.£88m, with integration of the businesses progressing as planned.

Our acquisition of Business Trade Media International is in line with our GlobalData curve strategy, aimed at brand enhancement and increased engagement with our clients and prospects across the GlobalData assets. It will further accelerate our capability in this area, giving us access to a greater audience across our vertical coverage.

LinkUp, the leading provider of global job market data, adds to our growing strategic intelligence offering as well as strengthening its presence within the financial markets audience. This complementary acquisition offers our new and existing clients significant value by adding real-time proprietary technology that indexes millions of job listings.

The acquisition of Celent represents a further complementary acquisition, which is aligned closely to our bolt-on M&A strategy, bringing our collective expertise and talent together to create even more value for our existing customers as well as opportunities to serve new customers in the financial services market.

Towards the end of the year, we completed the acquisition of Deallus, a market-leading competitive intelligence solutions provider focused on the global life sciences sector. As we embed Deallus into our One Platform, it will enhance our capabilities in delivering life sciences solutions, building deeper, more embedded relationships with major brands within the pharmaceutical sector.

The final transaction was funded by the Group's new £340m debt financing facilities. These facilities, in addition to cash on balance sheet, give us significant firepower to enable the continued execution of our M&A strategy.

Maintaining a disciplined approach to capital allocation

Our objective remains to achieve long-term compounding growth to enhance shareholder value, and we maintain a disciplined approach to capital.

To reflect the impact of the Healthcare transaction, the dividend was rebased from 1 July 2024, and a progressive policy will be applied in future years, taking into account growth in profitability, free cash flow performance as well as investment and M&A opportunity.

Whilst maintaining a disciplined approach to capital allocation, we have used some funds for further share buybacks. The Group has completed two Share Buyback Programmes announced on 31 July 2024 and 23 September 2024, with shares purchased to the value of £29.3m, with a further £50m buyback announced for 2025.

ESG

We remain committed to creating an ethical and sustainable business. Our near term and Net Zero targets have been validated and were published by SBTi in June.

Following the appointment of our Chief People Officer in January, we have enhanced our commitment to investing in our people as a core component of our Growth Transformation Plan. For example, as part of our AI strategy we have introduced a foundational AI programme to create a unified understanding of AI across the business. We have launched Phase 2 of the AI training programme in the second half of this year, to continue equipping our employees with relevant skills that they can use in daily tasks to improve productivity and enhance customer experiences.

Our Colleagues

During this year of change for GlobalData, we were pleased to see such a high level of engagement among our colleagues who continuously provide feedback on the ways we can improve our business.

2024 has certainly been a year of operational achievements driven by our dedicated colleagues, and I would like to thank everyone for their energy and drive to make GlobalData the first choice for intelligence solutions for our customers.

Proposed move from AIM to Main Market

In February 2025, the Group announced its intention to apply for its ordinary shares to be admitted to the Equity Shares (commercial company) listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange plc ("Admission"). The Board believes that Admission will further enhance the Company's corporate profile and recognition, as well as extending the opportunity to own the Company's ordinary shares to a broader group of UK and global institutional shareholders.

Current Trading and Outlook

Looking ahead, we are confident in GlobalData's outlook for 2025, underpinned by high levels of revenue visibility, good execution of the Growth Transformation Plan and a strong financial position that allows continued investment in strategic growth opportunities.

Operationally and structurally, we have built a very strong foundation this year, including re-organising and adding to our teams for seamless execution in 2025.

We remain on track to progress towards 45% Adjusted EBITDA margin over the course of the plan period and maintain our ambition of high single to double-digit underlying organic revenue growth, supplemented by strategic M&A to surpass £500m annualised revenue by the end of our 3-year plan.

Mike Danson

Chief Executive

Financial Review

£mYear ended 31 December 2024Year ended 31 December 2023Change %
Revenue285.5273.1+5%
Operating profit65.173.7-12%
Depreciation5.86.2-6%
Amortisation of acquired intangible assets8.99.0-1%
Amortisation of software1.91.6+19%
Share-based payments charge24.119.4+24%
Restructuring and refinancing costs5.31.7+212%
Acquisition and integration costs4.01.3+208%
Costs relating to share-based payments scheme0.30.2+50%
Revaluation loss/ (gain) on short- and long-term derivatives1.7(0.8)-313%
Unrealised operating foreign exchange gain(0.3)(1.5)-80%
Adjusted EBITDA 1116.8110.8+5%
Adjusted EBITDA margin 141%41%0pts
Profit before tax54.941.5+32%
Amortisation of acquired intangible assets8.99.0-1%
Share-based payments charge24.119.4+24%
Restructuring and refinancing costs5.31.7+212%
Acquisition and integration costs4.01.3+208%
Costs relating to share-based payments scheme0.30.2+50%
Revaluation loss/ (gain) on short- and long-term derivatives1.7(0.8)-313%
Unrealised operating foreign exchange gain(0.3)(1.5)-80%
Revaluation of interest rate swap(2.8)2.8-200%
Adjusted profit before tax 196.173.6+31%
Adjusted income tax expense 1(27.2)(18.5)+47%
Adjusted profit after tax 168.955.1+25%
Allocated to equity holders of the parent58.855.1+7%
Allocated to non-controlling interest10.1-+100%
Cash flow generated from operations97.6101.0-3%
Interest paid(10.9)(23.0)-53%
Income taxes paid(40.7)(12.0)+239%
Contingent consideration paid(0.5)(0.2)+150%
Principal elements of lease payments(5.6)(5.4)+4%
Purchase of intangible and tangible assets(7.2)(4.2)+71%
Free cash flow 132.756.2-42%
Operating cash flow conversion % 184%91%-7pts
Free cash flow conversion % 134%76%-42pts
Earnings attributable to equity holders:
Basic earnings per share (pence)3.83.80%
Diluted earnings per share (pence)3.73.8-3%
Adjusted basic earnings per share (pence)7.56.8+10%
Adjusted diluted earnings per share (pence)7.46.7+10%

1 Defined in the explanation of non-IFRS measures on page 20.

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.

RevenueContracted Forward RevenueAdjusted EBITDAAdjusted EBITDA marginNet cash/ (bank debt)
2024£285.5m£171.4m£116.8m41%£10.1m
2023£273.1m£153.4m£110.8m41%(£243.9m)
% reported growth+5%+12%+5%0p.p.-104%
% underlying growth+4%+4%+7%+1p.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 since 2023, 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 good year of revenue growth. Contracted Forward Revenue grew to £171.4m as at 31 December 2024 (31 December 2023: £153.4m).

The Group has changed its forward revenue metric to include contracted forward revenue, but un-invoiced at the balance sheet date. The reason for this change is that the timing of invoices does not always reflect the underlying performance of ongoing contracted revenue. For comparison, Invoiced Forward Revenue grew to £145.3m (underlying growth of 3%) at 31 December 2024 (31 December 2023: £135.2m).

Operational Key Performance Indicators

As at 31 December 2024, the total number of clients (>£5,000 spend) grew 4% to 4,979 (2023: 4,810) excluding the impact of the recent acquisitions.

Clients >£20,000All Clients (above £5,000)
Value renewal rateVolume renewal rateAverage client value (£'000)Value renewal rateVolume renewal rateAverage client value (£'000)
202493%83%£79.192%79%£49.7
202394%84%£76.294%80%£48.7
Movement-1pt-1pt+4%-2pts-1pt+2%

Our volume renewal rates were materially consistent with the previous year, although slightly down (1pt). As part of the Growth Transformation Plan a number of initiatives and strategic focus has been on Customer Obsession and we believe that these will drive towards our stated ambition of volume renewal rates of >90% over the longer term.

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 11 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 reference 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 reference 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

  • Inflexion Investment acquired 40% stake in the Group's Healthcare business

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, the transaction completed on 28 June 2024. The financial impact of the transaction on the Group consolidated financial statements is summarised below:

  • £451.4m gross cash proceeds received, £305m of pre-existing debt facilities were fully settled and extinguished on completion of the transaction;
  • £412.0m gain recognised directly in retained profit within the Consolidated Statement of Changes in Equity;
  • £17.1m of non-controlling interest in the Consolidated Statement of Financial Position as at 31 December 2024.
  • Revenue

Revenue grew by 5% to £285.5m (2023: £273.1m). The majority of the increase came from underlying growth of 4%, aided by c.2% benefit from acquisitions which was offset by c.2% adverse movements on currency. On an underlying basis, subscriptions grew by 4% underpinned by continued strong renewal rates, and new business wins. As a result of the weighting of acquisitions, subscription revenue as a proportion of total revenue reduced slightly to 75% (2023: 77%).

Profit before tax

Profit before tax for the year grew by £13.4m to £54.9m (2023: £41.5m), which represents stronger operating performance at an Adjusted EBITDA level combined with a reduction in other operating costs, driven by lower finance costs (-£22.0m), reflecting a reduction in average drawn debt in 2024 compared with 2023. Operating profits reduced by 12% in the year to £65.1m (2023: £73.7m), primarily as a result of current year acquisition and integration expenses, combined with restructuring costs incurred on the Healthcare transaction and an increase in the share-based payment charge.

£mYear ended 31 December 2024Year ended 31 December 2023Change %
Revenue285.5273.1+5%
Operating costs (excluding adjusting items)(168.7)(162.3)+4%
Adjusted EBITDA116.8110.8+5%
Depreciation(5.8)(6.2)-6%
Amortisation of acquired intangible assets(8.9)(9.0)-1%
Amortisation of software(1.9)(1.6)+19%
Share-based payments charge(24.1)(19.4)+24%
Restructuring and refinancing costs(5.3)(1.7)+212%
Acquisition and integration costs(4.0)(1.3)+208%
Costs relating to share-based payment schemes(0.3)(0.2)+50%
Revaluation (loss)/ gain on short and long-term derivatives(1.7)0.8-313%
Unrealised operating foreign exchange gains0.31.5-80%
Finance costs(10.2)(32.2)-68%
Profit before tax54.941.5+32%

Adjusted EBITDA

Adjusted EBITDA increased by 5% to £116.8m (2023: £110.8m). The revenue growth of £12.4m (£11.9m of which was underlying growth) was offset with cost increases of £6.4m (largely representing the full year impact of acquisitions which closed in the second half of 2024), meaning that the overall net improvement to Adjusted EBITDA was £6.0m (incremental margin of 48%). 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 underlying Adjusted EBITDA margin grew to 42%, but the impact of acquisitions reduced the overall Adjusted EBITDA margin which remained at 41% (2023: 41%).

On an underlying basis, Adjusted EBITDA grew by 7% and Adjusted EBITDA margin increased by 1 percentage point, which is reconciled below.

£m£m
Revenue as reported - 2024285.5
Add back currency movements4.5
Deduct post-acquisition revenue of M&A(5.0)
Revenue underlying - 2024285.0
2023273.1
Reported Growth5%
Underlying Growth4%
Adjusted EBITDA as reported - 2024116.8
Add back currency movements3.1
Deduct post-acquisition Adjusted EBITDA of M&A(1.0)
Adjusted EBITDA underlying - 2024118.9
2023110.8
Reported Growth5%
Underlying Growth7%
Adjusted EBITDA margin underlying - 202442%
202341%
Movement1pts

Adjusting items

The Group experienced a significant amount of corporate activity during 2024, including: Inflexion Healthcare investment which required a large amount of corporate and legal restructuring pre-completion in order to establish the Healthcare sub-group; acquisition and integration of four M&A transactions; launch of the initiatives associated with the Growth Transformation Plan.

Adjusting items grew by £14.7m in total, with some significant individual movements of note:

  • The share-based payment charge has increased from £19.4m to £24.1m, driven by new grants in the year and lower actual churn than the previous model assumptions, which required trueing up in the year.

Acquisition and integration costs increased year on year, from £1.3m to £4.0m, reflective of additional M&A activity during 2024. The Group completed four acquisitions during the year, being BTMI, LinkUp, Celent and Deallus as disclosed in note 13.

  • Restructuring costs totalling £4.5m have been recognised within the Group, which have principally arisen as a result of the pre-completion steps required to restructure the Group ahead of the Inflexion investment in the Healthcare business.
  • Unrealised foreign exchange losses of £1.4m were recognised during the year, in comparison with a total gain in 2023 of £2.3m.

Finance costs

Finance costs have decreased by 68% to £10.2m (2023: £32.2m) which is inclusive of a non-cash interest charge of £1.4m relating to financial liabilities measured at amortised cost (2023: £5.1m), revaluation gain on the terminated interest rate swap of £2.8m (2023: loss of £2.8m) and IFRS16 leases interest of £1.1m (2023: £1.1m). The cash paid in interest in 2024 was £10.9m (2023: £23.0m) reflecting a decrease in average drawn debt in 2024 compared with 2023. The Group repaid £305.0m of debt on 28 June 2024 following the investment from Inflexion, which was the key driver in reduced interest payments in the year.

Finance costs in relation to the newly negotiated banking facilities are calculated on drawn debt based upon a margin range of 225-325bps, dependent on adjusted leverage, plus SONIA (Sterling Overnight Index Average rate). 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 £4.6m (2023: £5.1m). Our net finance costs include interest of £1.1m in relation to lease liabilities (2023: £1.1m).

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 reduced revenue by £4.5m, which mainly reflected volatility of Sterling against US Dollar (average rate: 2024: 1.28, 2023: 1.24). By 31 December 2024, the rate of Sterling against US Dollar was comparable with the previous year and therefore had limited impact on closing Contracted Forward Revenue. The Group cost base benefitted from currency movements by £1.4m. The full impact of currency on Adjusted EBITDA was a reduction of £3.1m.

£mRevenueOperating costs 1Adjusted EBITDAAdjusted EBITDA MarginContracted Forward Revenue
As reported285.5(168.7)116.841%171.4
Add back currency movements
US Dollar3.6(1.5)2.1(0.1)
Euro0.10.00.10.2
Other0.80.10.90.4
Constant currency290.0(170.1)119.941%171.9
2023 - as reported273.1(162.3)110.841%153.4
Constant currency growth6%5%8%0.p.p.12%

1Operating costs excluding adjusting items.

Taxation

The Group's effective income tax rate (ETR) for the reporting period is 33.5% which exceeds the statutory UK income tax rate for the period of 25.0%. The major components increasing the ETR are local withholding taxes chargeable on the distribution of profits from overseas subsidiaries, for which double taxation relief is not available, and expenses that are non-deductible for tax purposes.

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.

The ETR for the reporting period has been elevated due to the separation of the Healthcare business and the subsequent investment by Inflexion. This event is not expected to have an ongoing impact on the tax rate in future periods.

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

£mYear ended 31 December 2024Year ended 31 December 2023
Statutory income tax charge18.410.7
Amortisation of acquired intangible assets2.31.9
Share-based payments charge5.04.8
Restructuring and refinancing costs1.30.3
Costs relating to share-based payment schemes0.1-
Unrealised operating foreign exchange loss/ (gain)0.5(0.6)
Revaluation of interest rate swap(0.7)0.7
Corporate tax rate change(0.1)0.4
Movement in unrecognised deferred tax0.40.3
Adjusted income tax charge27.218.5

The tax effect of adjusting items in 2024 of £8.8m is broadly similar to the prior year (2023: £7.8m). Key variances include the impact of adjusting for:

  • Tax deductible refinancing costs, arising from the new debt facilities agreed during 2024;
  • Tax deductible unrealised foreign exchange losses sustained during 2024; and
  • The closure of an interest rate swap during 2024, reversing the tax effect recognised in the prior year.
  • Earnings per share

Basic EPS was 3.8 pence per share (2023: 3.8 pence per share). Fully diluted profit per share was 3.7 pence per share (2023: 3.8 pence per share). Adjusted basic earnings per share grew from 6.8 pence per share to 7.5 pence per share, representing 10% growth.

Growth in Adjusted earnings per share (+10%) rose above the growth in Adjusted EBITDA (+5%) mainly as a result of decreased finance charges in the year. Cash interest charges decreased by £12.1m (-53%) as well as non-cash finance costs decreasing by £9.9m compared with 2023. Non-cash finance charges include non-cash interest relating to financial liabilities measured at amortised cost of £1.4m (2023: 5.1m). The decreased charge in the year reflects that the Group settled its pre-existing loan facility in full during June 2024 therefore had £nil interest-bearing indebtedness until late December 2024 when £44.5m was drawn down in relation to the new loan facilities.

Dividends

As noted in our half year results statement (published 31 July 2024), following on from the completion of the Healthcare transaction and the strategy to focus more capital towards M&A, we have rebased the dividend for the period from 1 July 2024.

We are therefore proposing a final dividend of 1.0 pence per share (2023: 3.2 pence), to be paid on 2 May 2025 to shareholders on the register at the close of business on 21 March 2025. The ex-dividend date will be on 20 March 2025. The proposed final dividend increases the total dividend for the year to 2.5 pence per share (2023: 4.6 pence). The decrease of 46% is reflective of the dividend being rebased from 1 July 2024.

Cash generation

Following completion of the investment agreement with Inflexion, the Group recognised gross cash proceeds of £451.4m which was offset slightly by transaction costs recognised in equity of £30.6m.

Cash generated from operations was £97.6m (2023: £101.0m), a 3% decrease, representing 84% of Adjusted EBITDA (2023: 91%). The reduced conversion from EBITDA was driven by the increased number of adjusting items which impacted operating cash flow, driven largely by M&A and the Inflexion transaction. Total adjusting items in 2024 impacting operating cashflow was £10.1m (2023: £2.3m).

Capital expenditure was £7.2m in 2024 (2023: £4.2m), including £5.3m on software including assets under construction (2023: £3.2m). Capital expenditure represented 2.5% of revenue (2023: 1.5%), which was higher than our normal target range because of key capital initiatives related to our Growth Transformation Plan.

Total cash flows from operating activities were £45.5m (fall of £20.3m from 2023), which represented 70% of operating profit (2023: 89%). During the year, the Group paid out £37.5m in dividends (2023: £32.2m).

Short- and long-term borrowings decreased by £223.3m to £40.4m as at 31 December 2024 (2023: £263.7m).

Net cash/ (bank debt):

Net cash as at 31 December 2024 was £10.1m (2023: net bank debt of £243.9m).

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.

£m20242023
Short- and long-term borrowings (note 10)(40.4)(263.7)
Cash50.519.8
Net cash/ (bank debt)10.1(243.9)
£mYear ended 31 December 2024Year ended 31 December 2023Growth
Cash flow generated from operations97.6101.0-3%
Interest paid(10.9)(23.0)-53%
Income taxes paid(40.7)(12.0)+239%
Contingent consideration paid(0.5)(0.2)+150%
Principal elements of lease payments(5.6)(5.4)+4%
Purchase of intangible and tangible assets(7.2)(4.2)+71%
Free cash flow32.756.2-42%
Dividends paid(37.5)(32.2)+16%
Net M&A 1(79.4)-+100%
Acquisition of own shares(52.5)(11.9)+341%
Acquisition of own shares for cancellation(29.3)-+100%
Proceeds from sale of 40% of Healthcare business to non-controlling interest443.4-+100%
Transaction costs relating to sale of 40% of Healthcare business to non-controlling interest(30.6)-+100%
Receipt of loan from related party8.0-+100%
Net cash flow254.812.1+2,006%
Opening net bank debt(243.9)(249.6)-2%
Non-cash movement in borrowings(1.4)(5.1)-73%
Currency translation0.6(1.3)-146%
Closing net cash/ (bank debt)10.1(243.9)-104%
Last 12 months Adjusted EBITDA 2116.8110.8+5%
Net bank debt leverage0.1x(2.2x)+2.3x

1Cash cost relating to acquisitions included in the Consolidated Statement of Cash Flows within investing activities (£68.7m) and financing activities (£10.7m).

2Reflects 12 month rolling Adjusted EBITDA results, which for the 12 months ending 31 December 2024 and 31 December 2023 respectively, directly agrees to Adjusted EBITDA reported for each financial year.

Additional current tax of £25.0m was paid on account during the period in relation to income tax liabilities arising from the reorganisation steps required to facilitate the separation of the Healthcare business and the subsequent investment by Inflexion. The reorganisation steps are expected to provide the Group with future tax benefits and deferred tax assets have been recognised to reflect this, which will be unwound as and when such benefits are realised. Excluding the impact of the additional current tax payments during the period, free cash flow would have been £57.7m.

M&A Transactions

During the year the Group invested £88.0m of equity value (headline purchase price) across four acquisitions. The reconciliation to the net cash consideration paid at acquisition is provided below:

£mBTMILinkupCelentDeallusTotal
Equity/ Purchase Value10.021.024.033.088.0
Estimated closing indebtedness(3.7)(4.2)(4.4)(12.2)(24.5)
Other purchase adjustments-1.6(0.4)-1.2
Cash Consideration6.318.419.220.864.7

Contracted Forward Revenue

Invoiced Forward Revenue grew to £145.3m (reported growth of 7% and underlying growth of 3%) at 31 December 2024 (2023: £135.2m).

£m20242023
Deferred revenue114.6104.6
Amounts not due/subscription not started at 31 December30.730.6
Invoiced Forward Revenue145.3135.2
Contracted not yet invoiced26.118.2
Contracted Forward Revenue171.4153.4
£m
Contracted Forward Revenue as reported - 2024171.4
Add back currency movements0.5
Deduct Contracted Forward Revenue of acquisitions at 31 December(12.8)
Contracted Forward Revenue underlying - 2024159.1
2023153.4
Reported growth12%
Underlying growth4%
£m
Invoiced Forward Revenue as reported - 2024145.3
Add back currency movements0.5
Deduct Invoiced Forward Revenue of acquisitions at 31 December(6.9)
Invoiced Forward Revenue underlying - 2024138.9
2023135.2
Reported growth7%
Underlying growth3%

Intangible assets

Intangible assets (excluding goodwill) have increased by £40.0m during the year, from £61.7m as at 31 December 2023 to £101.7m as at 31 December 2024. This movement is driven by an amortisation charge for the year of £10.8m offset by additions of £50.8m, which predominantly relate to intangibles identified in relation to acquisitions made in the year as detailed in note 13.

Trade receivables

Net trade receivables as at 31 December 2024 were £74.0m, representing 35% growth compared with the 31 December 2023 balance of £54.8m which includes the impact of trade receivables acquired through M&A activity during the year.

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.

On 23 May 2023, the International Accounting Standards Board issued International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12 which clarify that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these amendments. However, they are not yet applicable for the current reporting year as the Group's consolidated revenue is currently below the threshold of €750m.

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. The Group does not currently manage this risk with the use of derivatives. The Group entered into an interest rate swap arrangement in relation to the previously held loan facilities, which were settled in full during June 2024, at which point the swap arrangement was terminated.

Credit Risk

In the normal course of its business, the Group is exposed to credit risk from cash and trade and other receivables. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Trade receivables consist of a large number of customers, spread across diverse industries and geographic markets, and the Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group has adopted an approach of assessing factors such as counterparty size, location and payment history as a means of mitigating the risk of financial loss from defaults. The Group defines default as the debt being deemed completely unrecoverable.

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 £112.9m of deferred revenue that represents future income earnings. Excluding deferred revenue held within current liabilities, the Group has net current assets of £89.2m (2023: £49.8m).

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 2024, within the Strategic Report.

Graham Lilley

Chief Financial Officer

Explanation of non-IFRS Measures

Financial measureHow we define itWhy we use it
Adjusted diluted EPSAdjusted profit after tax per diluted share (reconciliation between statutory profit and adjusted profit shown on page 10). 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).In order to assess the year-on-year operational business performance.
Adjusted EBITDAEarnings 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 10.
Adjusted EBITDA marginAdjusted EBITDA as a percentage of revenue. This is calculated on page 10.
Adjusted EPSAdjusted profit after tax per share (reconciliation between statutory profit and adjusted profit shown on page 10).
Adjusted profit before taxProfit 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 profit before tax on page 10.
Adjusted profit after taxThe sum of adjusted profit before tax and adjusted income tax expense. This is calculated on page 10.
Constant currency growthUnderlying growth is calculated by excluding the impact of movement in exchange rates. Constant currency growth is reconciled to reported growth on page 15 for revenue, operating costs, Adjusted EBITDA, Adjusted EBITDA margin and Contracted 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 flowCash 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 10.Indicates the extent to which the Group generates cash from Adjusted profits.
Free cash flow conversionFree cash flow divided by Adjusted profit before tax. This is calculated on page 10.
Net cash/ (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.
Operating cash flow conversionCash flow generated from operations divided by Adjusted EBITDA. This is calculated on page 10.Indicates the extent to which the Group generates cash from Adjusted EBITDA.
Underlying growthUnderlying 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 14. Underlying Invoiced and Contracted Forward Revenues are reconciled to reported Invoiced and Contracted Forward Revenues on page 18. Underlying Adjusted EBITDA and underlying Adjusted EBITDA margin are reconciled to reported figures on page 14.
Consolidated Income Statement
NotesYear ended 31 December 2024Year ended 31 December 2023
Continuing operations£m£m
Revenue4285.5273.1
Operating expenses5(220.0)(197.7)
Losses on trade receivables5(1.0)(2.3)
Other income0.60.6
Operating profit65.173.7
Net finance costs7(10.2)(32.2)
Profit before tax54.941.5
Income tax expense(18.4)(10.7)
Profit for the year36.530.8
Attributable to:
Equity holders of the parent29.630.8
Non-controlling interest6.9-
Earnings per share attributable to equity holders:
Basic earnings per share (pence)83.83.8
Diluted earnings per share (pence)83.73.8
Reconciliation to Adjusted EBITDA:
Operating profit65.173.7
Depreciation5.86.2
Amortisation of software1.91.6
Adjusting items644.029.3
Adjusted EBITDA116.8110.8

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Comprehensive Income

NotesYear ended 31 December 2024Year ended 31 December 2023
£m£m
Profit for the year36.530.8

Other comprehensive income

Items that will be classified subsequently to profit or loss when specific conditions are met:

NotesYear ended 31 December 2024Year ended 31 December 2023
£m£m
Cash flow hedge - effective portion of changes in fair value-0.7
Cash flow hedge - reclassification to profit or loss-3.2
Net exchange gain/ (loss) on translation of foreign entities110.6(1.3)
Other comprehensive income, net of tax0.62.6
Total comprehensive income for the year37.133.4
Attributable to:
Equity holders of the parent29.433.4
Non-controlling interest7.7-

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Financial Position

Notes31 December 2024 £m31 December 2023 £m
Non-current assets
Property, plant and equipment28.126.6
Goodwill9357.2311.1
Other intangible assets9101.761.7
Investment in associate144.0-
Deferred tax assets22.03.4
513.0402.8
Current assets
Trade and other receivables89.969.2
Current tax receivable2.4-
Short-term derivative assets-0.5
Cash and cash equivalents50.519.8
142.889.5
Total assets655.8492.3
Current liabilities
Trade and other payables(43.2)(32.4)
Deferred revenue4(112.9)(104.6)
Short-term lease liabilities10(4.0)(4.3)
Current tax payable(4.9)(2.8)
Short-term derivative liabilities(1.3)(0.1)
Short-term provisions(0.2)(0.1)
(166.5)(144.3)
Net current liabilities(23.7)(54.8)
Non-current liabilities
Long-term trade and other payables(2.7)-
Deferred revenue4(1.7)-
Long-term provisions(1.5)(1.4)
Deferred tax liabilities-(0.9)
Long-term derivative liabilities-(2.8)
Long-term lease liabilities10(22.1)(21.4)
Long-term borrowings10(40.4)(263.7)
(68.4)(290.2)
Total liabilities(234.9)(434.5)
Net assets420.957.8
Equity
Share capital110.20.2
Treasury reserve11(100.6)(65.4)
Other reserve11(44.3)(44.3)
Foreign currency translation reserve11(1.1)(2.0)
Retained profit549.6169.3
Equity attributable to equity holders of the parent403.857.8
Non-controlling interest1117.1-
Total equity420.957.8

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Changes in Equity

NotesShare capitalTreasury reserveOther reserveCash flow hedge reserveForeign currency translation reserveRetained profitEquity attributable to equity holders of the parentNon-controlling interestTotal equity
£m£m£m£m£m£m£m£m£m
Balance at 1 January 20230.2(70.8)(44.3)(3.9)(0.7)167.848.3-48.3
Profit for the year-----30.830.8-30.8
Other comprehensive income:
Cash flow hedge - reclassification to profit or loss upon loan repayment---0.4--0.4-0.4
Cash flow hedge - effective portion of changes in fair value---0.7--0.7-0.7
Cash flow hedge - reclassification to profit or loss upon discontinuation of hedge accounting---2.8--2.8-2.8
Net exchange loss on translation of foreign entities11----(1.3)-(1.3)-(1.3)
Total comprehensive income for the year---3.9(1.3)30.833.4-33.4
Transactions with owners:
Share buyback11-(11.9)----(11.9)-(11.9)
Dividends11-----(32.2)(32.2)-(32.2)
Vesting of share options12-17.3---(17.3)---
Share-based payments charge12-----19.419.4-19.4
Tax on share-based payments-----0.80.8-0.8
Balance at 31 December 20230.2(65.4)(44.3)-(2.0)169.357.8-57.8
Profit for the year-----29.629.66.936.5
Other comprehensive income:
Net exchange (loss)/ gain on translation of foreign entities11----(0.2)-(0.2)0.80.6
Total comprehensive income for the year----(0.2)29.629.47.737.1
Transactions with owners:
Share buyback11-(52.5)----(52.5)-(52.5)
Dividends11-----(37.5)(37.5)-(37.5)
Vesting of share options12-17.3---(17.3)---
Gain from sale of 40% of Healthcare business, net of transaction costs incurred11----1.1412.0413.1(0.3)412.8
Equity issued to holders of non-controlling interest11-------8.08.0
Share buyback and cancellation scheme11-----(29.3)(29.3)-(29.3)
Share-based payments charge12-----22.722.71.424.1
Tax on share-based payments-----0.10.10.30.4
Balance at 31 December 20240.2(100.6)(44.3)-(1.1)549.6403.817.1420.9

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Cash Flows

Year ended 31 December 2024Year ended 31 December 2023
Cash flows from operating activitiesNotes£m£m
Profit for the year36.530.8
Adjustments for:
Depreciation5.86.2
Amortisation910.810.6
Other income(0.6)(0.6)
Net finance costs710.232.2
Taxation recognised in profit or loss18.410.7
Share-based payments charge1224.119.4
Increase in trade and other receivables(14.0)(6.5)
Increase/ (decrease) in trade and other payables4.7(1.1)
Revaluation of short- and long-term derivatives1.7(0.8)
Increase in provisions-0.1
Cash generated from operations97.6101.0
Interest paid(10.9)(23.0)
Income taxes paid(40.7)(12.0)
Contingent consideration paid13(0.5)(0.2)
Total cash flows from operating activities45.565.8
Cash flows from investing activities
Acquisitions13(68.7)-
Purchase of property, plant and equipment(1.7)(0.9)
Purchase of intangible assets9(5.5)(3.3)
Total cash flows used in investing activities(75.9)(4.2)
Cash flows from financing activities
Receipt of loan from related party118.0-
Settlement of borrowings in relation to acquisitions13(10.7)-
Proceeds from sale of 40% of Healthcare business to non-controlling interest11443.4-
Transaction costs relating to sale of 40% of Healthcare business to non-controlling interest11(30.6)-
Repayment of borrowings10(305.0)(25.0)
Proceeds from borrowings1082.7-
Loan refinancing fee10(2.4)-
Acquisition of own shares11(52.5)(11.9)
Acquisition of own shares for cancellation11(29.3)-
Principal elements of lease payments10(5.6)(5.4)
Dividends paid11(37.5)(32.2)
Total cash flows from/ (used in) financing activities60.5(74.5)
Net increase/ (decrease) in cash and cash equivalents30.1(12.9)
Cash and cash equivalents at beginning of year19.834.0
Effects of currency translation on cash and cash equivalents0.6(1.3)
Cash and cash equivalents at end of year50.519.8

The accompanying notes form an integral part of this financial report.

Notes to the Consolidated Financial Statements

General information

Nature of operations

The principal activity of GlobalData Plc and its subsidiaries (together 'the Group'), a data, insight, and technology group, is to provide decision-makers across the world's most successful companies with the intelligence to act with conviction. Our connected platform uniquely integrates proprietary data, expert insight, and purpose-built AI into a unified operating system that powers the next generation of intelligence solutions.

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 2024 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 2024. These condensed financial statements are presented in Pounds Sterling (£).

The financial information for the year ended 31 December 2024 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 2024 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 2024 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 2024. 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

Management have assessed that there are no key sources of estimation uncertainty.

Critical accounting judgements

Segmental Reporting

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 (CODM) to evaluate the performance of the business and to decide how to allocate resources, therefore a judgement is required on how to segment the financial information presented within the financial statements. The Group has identified the Chief Executive as its Chief Operating Decision Maker.

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 Group has previously reported one operating segment, being Data, Analytics and Insights, however during H1 2024 there were a number restructuring and organisational changes within the Group associated with the transaction to sell 40% of the Group's Healthcare business to Inflexion. These changes resulted in the ring-fencing of the Healthcare business and the production of discrete financial information at a Healthcare level. As such, Management have concluded that the Group now operates under two segments: 'Data, Analytics and Insights: Healthcare' and 'Data, Analytics and Insights: Non-Healthcare'. The results of the two segments are reported to the Group Chief Executive on a monthly basis.

There is no difference between the Group's operating segments and the Group's reportable segments.

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 (31 December 2024), Management made the judgement that the Group had three CGUs, being DA&I Healthcare; DA&I Non-Healthcare and MBI. In the prior year Management assessed that the Group had two CGUs, being DA&I and MBI.

During H1 2024, the Group undertook a restructuring exercise to carve out the Healthcare business into separate legal entities. On this basis the Group is now able to directly identify the cash inflows of the Healthcare operations. The Non-Healthcare DA&I assets and liabilities continue to be co-mingled within the remaining legal entities of the Group and as such are considered to be a single CGU. The previously named Data, Analytics and Insights (DA&I) CGU has therefore been split into two CGUs, DA&I: Healthcare and DA&I: Non-Healthcare.

There has been no change to Management's assessment that MBI is its own CGU, on the basis that there have been no significant changes made to the operation of this business within the financial year. Management previously concluded that MBI was its own 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.

Management have assessed the new acquisitions in the year and have concluded that the acquisitions form part of the DA&I: Healthcare CGU (Deallus) and DA&I: Non-Healthcare CGU (BTMI, Celent, LinkUp). No other CGU is required to be created as a result of the acquisitions.

As a result of these conclusions, as at the reporting date (31 December 2024), the Group had three CGUs.

Going concern

The Group meets its day-to-day working capital requirements through free cash flow. The Group has closing cash of £50.5m as at 31 December 2024 and net cash/ (bank debt) of £10.1m (31 December 2023: cash of £19.8m and net bank debt of £243.9m), being cash and cash equivalents less short and long-term borrowings, excluding lease liabilities. On 28 June 2024, the Group fully repaid the outstanding term loan and drawn RCF following the completion of the investment agreement with Inflexion. During December 2024, the Group secured new debt financing facilities of £340m which mature in December 2027 (with an option to extend further by a year). The facilities comprise of a £176.6m facility for the Healthcare business as well as a separate £163.4m facility for the rest of the Group. As at 31 December 2024, the Group had drawn £37.0m from the Healthcare facility and £7.5m from the rest of the Group facility. Further details of the Group's loan facilities are provided in note 10.

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 2024. 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. To complete the going concern assessment the Directors have modelled for each of the two Group segments (aligned with the two separate facilities) a base case, applied sensitivities to the base case and modelled a reverse stress test for the period to September 2026. The base case models assumes that the Group's financial performance is consistent with the budget for 2025 followed by similar growth rates in 2026. Under the two base case models, the Group maintains a significant level of positive liquidity headroom. The Directors have applied reasonable downside sensitivities to each base case model, acknowledging that such risks and uncertainties exist. The downside scenarios modelled were as follows:

  • sales in 2025 being 17% lower than expectation for the Healthcare segment;
  • sales in 2025 being 14% lower than expectation for the non-Healthcare segment;
  • 2025 costs being 2% higher than expectation for each segment; and
  • sales and costs scenarios combined for each of the two segments.

The Group maintains liquidity and there remains headroom on the covenants under each scenario modelled across the two segments.

In addition to performing scenario planning, the Directors have also conducted a reverse stress which shows that the Group can afford to lose 51% of its sales across the Healthcare segment and 29% of its sales across the Non-Healthcare segment (37% across the overall Group) to the end of September 2026 and maintain positive liquidity headroom, this extremely remote scenario assumes no cost mitigation actions are taken.

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.

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 2024 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:

  • Amendments to IAS 7: Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures titled Supplier Finance Arrangements;
  • Amendments to IAS 1: Classification of liabilities as current or non-current;
  • Amendments to IAS 1: Non-current liabilities with covenants; and
  • Amendments to IFRS 16: Lease liability in a sale and leaseback

Presentation of non-statutory alternative performance measures

Adjustments are made in respect of:

Restructuring and refinancing costsThe 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.
Acquisition and integration costs (including contingent consideration)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.
Unrealised operating foreign exchange gain/loss
Revaluation of interest rate swapGains 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.

Segmental analysis

The principal activity of GlobalData Plc and its subsidiaries (together 'the Group'), a data, insight, and technology group, is to provide decision-makers across the world's most successful companies with the intelligence to act with conviction. Our connected platform uniquely integrates proprietary data, expert insight, and purpose-built AI into a unified operating system that powers the next generation of intelligence solutions.

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 Group has previously reported one operating segment, being Data, Analytics and Insights, however during H1 2024 there were a number restructuring and organisational changes within the Group associated with the transaction to sell 40% of the Group's Healthcare business to Inflexion. These changes resulted in the ring-fencing of the Healthcare business and the production of discrete financial information at a Healthcare level. As such, Management have concluded that the Group now operates under two segments: 'Data, Analytics and Insights: Healthcare' and 'Data, Analytics and Insights: Non-Healthcare'. The results of the two segments are reported to the Group Chief Executive on a monthly basis.

There is no difference between the Group's operating segments and the Group's reportable segments.

Each segment 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. The services differ by subject matter which have been grouped into the categories of; Healthcare and Non-Healthcare. There is no material trade between segments.

The Group profit or loss along with Adjusted EBITDA by segment is reported to the Chief Executive on a monthly basis, the Chief Executive also monitors revenue within the operating segments.

The Group considers the use of two operating segments to be appropriate due to:

  • Each segment engages in business activities from which it earns revenues and incurs expenses;
  • Discrete financial information is available for each segment.

Each operating segment is assessed by the Board on an Adjusted EBITDA basis. Group adjusting items, depreciation, amortisation, finance income and costs are not allocated to segments. Reportable segment Adjusted EBITDA is used to measure performance as management believes that such information is most relevant in evaluating the results of the reportable segments.

The Group has restated previously reported segment information to align with the information that is now regularly reported to the CODM.

A reconciliation of revenue to Adjusted EBITDA on a reportable segment and at a Group level to Profit before Tax is set out below:

Year ended 31 December 2024DA&I: Healthcare £mDA&I: Non- Healthcare £mCorporate £mTotal £m
Revenue109.4176.1-285.5
Operating costs(48.5)(117.9)(2.3)(168.7)
Adjusted EBITDA60.958.2(2.3)116.8
Share-based payments charge(24.1)
Restructuring and refinancing costs(5.3)
Acquisition and integration costs(4.0)
Costs relating to share-based payment schemes(0.3)
Revaluation loss on short- and long-term derivatives(1.7)
Unrealised operating foreign exchange gain0.3
Amortisation of acquired intangibles(8.9)
Amortisation (excluding amortisation of acquired intangible assets)(1.9)
Depreciation(5.8)
Finance costs(10.2)
Profit before tax54.9
Year ended 31 December 2023 (restated*)DA&I: Healthcare £mDA&I: Non- Healthcare £mCorporate £mTotal £m
Revenue102.6170.5-273.1
Operating costs(45.7)(114.6)(2.0)(162.3)
Adjusted EBITDA56.955.9(2.0)110.8
Share-based payments charge(19.4)
Restructuring and refinancing costs(1.7)
Acquisition and integration costs(1.3)
Costs relating to share-based payment schemes(0.2)
Revaluation gain on short- and long-term derivatives0.8
Unrealised operating foreign exchange gain1.5
Amortisation of acquired intangibles(9.0)
Amortisation (excluding amortisation of acquired intangible assets)(1.6)
Depreciation(6.2)
Finance costs(32.2)
Profit before tax41.5

*Comparative information has been restated, as required by IFRS 8: Operating Segments, to provide segmental disclosures in line with year ended 31 December 2024.

Segment assets and liabilities are not presented as these are not reported to the CODM.

Geographical analysis

From continuing operations

Year ended 31 December 2024UKEuropeAmericas 1Asia PacificMENA 2Rest of WorldTotal
£m£m£m£m£m£m£m
Revenue from external customers44.378.2104.027.722.29.1285.5
Year ended 31 December 2023UKEuropeAmericas 1Asia PacificMENA 2Rest of WorldTotal
£m£m£m£m£m£m£m
Revenue from external customers43.473.999.127.920.48.4273.1
  • Americas includes revenue from the United States of America of £98.9m (2023: £95.8m)
  • Middle East & North Africa

Intangible assets held in the US and Canada were £67.6m (2023: £35.1m), of which £46.7m related to goodwill (2023: £31.6m). Intangible assets held in the UAE were £11.4m (2023: £12.1m) of which £11.4m related to goodwill (2023: £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.

Revenue

Year ended 31 December 2024Year ended 31 December 2023 Restated*As at 31 December 2024As at 31 December 2023
£m£m£m£m
Services transferred:
Over a period of time215.2210.7101.689.5
At a point in time70.362.413.015.1
Total285.5273.1114.6104.6

*Management have identified that £4.6m of revenue previously classified as services transferred over a period of time, should have been reported as services transferred at a point in time, as such the prior year comparatives have been restated to reflect this change.

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 2024, £1.7m (2023: £2.0m) of the deferred revenue balance will be recognised beyond the next 12 months and therefore has been presented within non-current liabilities within the Consolidated Statement of Financial Position as at 31 December 2024. In the year ended 31 December 2024 the Group recognised revenue of £102.6m (2023: £102.9m) that was included in the deferred revenue balance at the beginning of the period. The opening deferred revenue balance as at 1 January 2023 was £104.0m.

As at 31 December 2024, the total non-cancellable obligations within deferred revenue to fulfil revenue amounted to £114.6m (2023: £104.6m). As at the same date, the total non-cancellable obligations within Invoiced Forward Revenue to fulfil revenue amounted to £145.3m (2023: £135.2m).

Operating profit

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

Year ended 31 December 2024Year ended 31 December 2023
£m£m
Cost of sales136.6132.0
Administrative costs83.465.7
220.0197.7
Losses on trade receivables1.02.3
Total operating expenses221.0200.0

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

Adjusting items

Year ended 31 December 2024Year ended 31 December 2023
£m£m
Share-based payment charge24.119.4
Amortisation of acquired intangibles8.99.0
Restructuring and refinancing costs5.31.7
Acquisition and integration costs4.01.3
Costs relating to share-based payments scheme0.30.2
Revaluation loss/ (gain) on short and long-term derivatives1.7(0.8)
Unrealised operating foreign exchange gain(0.3)(1.5)
Total adjusting items44.029.3

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 totalling £4.5m have been recognised within the Group, which have principally arisen as a result of the pre-completion steps required to restructure the Group ahead of the Inflexion investment in the Healthcare business. The Group has also incurred £0.8m of legal fees in relation to the arrangement of the new loan facilities which were drawn down upon during December 2024.
  • Acquisition and integration costs includes legal and professional fees and integration related expenses incurred in relation to acquisitions made by the Group during the year (see note 13). Included within this category are contingent consideration amounts relating to payments due to the previous owners of MBI, TS Lombard and LinkUp between 2024 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.
  • Costs relating to share-based payments scheme consist of employer taxes borne as a result of the vesting of options during the year, and professional fees incurred in advice obtained relating to the consolidation and subdivision of share capital.
  • Net finance costs
Year ended 31 December 2024Year ended 31 December 2023
£m£m
Loan interest cost13.628.6
Lease interest cost1.11.1
Revaluation of interest rate swap(2.8)2.8
Other interest cost-0.1
Other interest income(1.7)(0.4)
10.232.2

Loan interest cost includes non-cash interest relating to financial liabilities measured at amortised cost of £1.4m (2023: 5.1m). The higher charge in the prior year reflected the change in anticipated cash flows on the previously held term loan. The Group fully repaid the loan upon completion of the investment agreement with Inflexion in June 2024. As a result of the change in anticipated cash flows as at 31 December 2023, the Group recognised a non-cash interest expense of £3.4m in the year ended 31 December 2023 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 Group discontinued hedge accounting for the interest rate swap during the year ended 31 December 2023 as the hedged items (future interest repayments) were no longer probable or expected to occur, therefore all gains and losses in relation to the swap have been recognised within the income statement during the year ended 31 December 2024.

Earnings per share

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

Year ended 31 December 2024Year ended 31 December 2023

Earnings per share attributable to equity holders from continuing operations:

Basic

Profit for the period attributable to equity shareholders (£m)36.530.8
Less: non-controlling interest (£m)(6.9)-
Weighted average number of shares (no' m)789.1807.1
Basic earnings per share (pence)3.83.8
Diluted
Profit for the period attributable to equity shareholders (£m)36.530.8
Less: non-controlling interest (£m)(6.9)-
Weighted average number of shares (no' m)799.4818.2
Diluted earnings per share (pence)3.73.8
Year ended 31 December 2024 No' mYear ended 31 December 2023 No' m
Basic weighted average number of shares, net of shares held in treasury reserve789.1807.1
Dilutive share options in issue - scheme 11.24.5
Dilutive share options in issue - scheme 26.56.6
Dilutive share options in issue - scheme 42.6-
Diluted weighted average number of shares799.4818.2

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 9,101,504 options which are anticipated to vest in the year ended 31 December 2025 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 shares20262027Total
ScheduleNo.No.No.
Scheme 26,250,0006,250,00012,500,000
Scheme 45,023,01517,580,55322,603,568
Total11,273,01523,830,55335,103,568
9. Intangible assets
AUC*SoftwareCustomer relationshipsBrandsIP rights and databaseGoodwillTotal
£m£m£m£m£m£m£m
Cost
As at 1 January 2023-15.465.326.277.9322.0506.8
Additions: Internally developed0.22.3----2.5
Additions: Separately acquired-0.7-0.1--0.8
As at 31 December 20230.218.465.326.377.9322.0510.1
Additions: Business combinations-1.726.39.48.946.192.4
Additions: Internally developed4.9-----4.9
Additions: Separately acquired-0.4-0.2--0.6
Transfer AUC to software(0.5)0.5-----
FX on retranslation-0.1----0.1
Disposals-(0.1)----(0.1)
As at 31 December 20244.621.091.635.986.8368.1608.0
Amortisation
As at 1 January 2023-(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)
Additions: Business combinations-(1.1)----(1.1)
Charge for the year-(1.9)(4.4)(1.3)(3.2)-(10.8)
Disposals-0.1----0.1
As at 31 December 2024-(17.4)(46.9)(14.7)(59.2)(10.9)(149.1)
Net book value
As at 31 December 20244.63.644.721.227.6357.2458.9
As at 31 December 20230.23.922.812.921.9311.1372.8

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

Borrowings

31 December 2023 £m31 December 2022 £m
Short-term lease liabilities4.04.3
Current liabilities4.04.3
Long-term lease liabilities22.121.4
Long-term borrowings40.4263.7
Non-current liabilities62.5285.1

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

Short-term borrowingsLong-term borrowingsShort-term lease liabilities 1Long-term lease liabilities 1Total
£m£m£m£m£m
As at 1 January 2023-283.65.424.6313.6
Cash flows:
- Repayment-(25.0)(5.4)-(30.4)
Non-cash:
- Interest expense-5.1--5.1
- Lease additions--1.4-1.4
- Lease liabilities 2--0.1(0.4)(0.3)
- Reclassification--2.8(2.8)-
As at 31 December 2023-263.74.321.4289.4
Cash flows:
- Repayment--(5.6)-(5.6)
- Drawdown of RCF (previously held facility)-40.0--40.0
- Settlement of loan-(305.0)--(305.0)
- Drawdown of RCF (new facility)-42.7--42.7
- Loan fees paid-(2.4)--(2.4)
Non-cash:
- Interest expense-1.4--1.4
- Lease additions--5.5-5.5
- Lease liabilities 2--0.5-0.5
- Reclassification--(0.7)0.7-
As at 31 December 2024-40.44.022.166.5

1 Amounts are net of rental prepayments and accruals

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

Term loan and Revolving Capital Facility ('RCF')

During August 2022, the Group completed a three-year debt financing facility comprising of a £290.0m term loan and a RCF of £120.0m. There were no fixed periodic capital repayments, with the full balance being due for settlement when the facilities were due to expire in August 2025. The term loan was syndicated between 12 lenders and the RCF was syndicated between 13 lenders.

On 3 April 2023, the Group voluntarily repaid £25.0m of the term loan, resulting in a term loan drawdown 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 buyback and during April 2024 a further £20.0m of the RCF was drawn down, resulting in a total RCF drawdown of £40.0m. This total indebtedness of £305.0m was fully repaid on 28 June 2024 as part of the completion of the sale of 40% of the Group's Healthcare business. During the period ended 30 June 2024, the Group recognised a non-cash interest expense of £1.3m in accordance with IFRS 9. As a result of the extinguishment of the financial liability, as at 30 June 2024, the Group had short and long-term external borrowings of £nil.

During the period ended 30 June 2024, interest was charged on the term loan and RCF at a rate of 3.0% over the Sterling Overnight Index Average rate (SONIA) and was 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 aligned to the term loan draw down at the time of settlement. The agreement was to swap, on a calendar quarter basis, SONIA for a fixed rate of 4.9125%. The swap arrangement was terminated on 24 June 2024 to coincide with the full repayment of the term loan.

RCF and Acquisition and Capex Facility ('ACF')

Healthcare FacilityNon-Healthcare Facility
Date of agreement18 December 2024
Term of agreement3 years with 1 year extension option.
Type of facilityMulti-currency RCF and ACF.
Lenders in syndicate8 lenders.
Fixed repaymentsNone, full drawn down balance repayable at date of termination of agreement.
Available facility£130.0m RCF and £70.0m ACF. As at 31 December 2024, one member of the syndicate was outstanding to commit to the facility, resulting in the total available from the committed 7 lenders as at 31 December 2024 being £114.8m RCF and £61.8m ACF, totalling £176.6m. The final syndicate member joined the facility on 31 January 2025 therefore the full facility of £130.0m RCF and £70.0m ACF became available to draw down upon on this date.£135.0m RCF and £50.0m ACF. As at 31 December 2024, one member of the syndicate was outstanding to commit to the facility, with the total available from the committed 7 lenders as at 31 December 2024 being £119.2m RCF and £44.2m ACF, totalling £163.4m. The final syndicate member joined the facility on 31 January 2025 therefore the full facility of £135.0m RCF and £50.0m ACF became available to draw down upon on this date.
Interest payable on drawn elementAgreed margin based upon covenant test result (currently 2.25%) plus Sterling Overnight Index Average rate (SONIA) to be paid at the end of each calendar quarter (beginning 31 March 2025).
Interest payable on undrawn element0.35% of margin on drawn element.
Total drawdown at 31 December 2024£37.0m, drawn down on 19 December 2024.£7.5m, drawn down on 30 December 2024.
11. Equity
Share capital
Authorised, allotted, called up and fully paid:
31 December 202431 December 2023
No'000sPercentage of Total Shares£000sNo'000sPercentage of Total Shares£000s
Ordinary shares at 1 January (£0.0001)845,02884845,02884
Cancellation of shares: share buyback programme(14,133)(1)--
Ordinary shares at 31 December (£0.0001)830,89599.9983845,02899.9984
Deferred shares of £1.00 each1000.011001000.01100
Total authorised, allotted, called up and fully paid830,995100183845,128100.00184

Share Purchases

During the year the Group's Employee Benefit Trust purchased an aggregate amount of 24,689,068 shares (representing 3.0% of the total share capital), each with a nominal value of 1/100th pence, at a total market value of £52.5m. 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 9,692,168 shares (representing 1.2% of the total share capital), each with a nominal value of 1/100th 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 £18.1m), as disclosed in note 12.

The maximum number of shares (each with a nominal value of 1/100th pence) held by the Employee Benefit Trust (at any time during the year ended 31 December 2024) was 52,882,459 (representing 6.4% 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 2024, no dilution is currently forecast.

Vesting Schedule2025 No.2026 No.2027 No.Total No.
Scheme 1*603,625603,625-1,207,250
Scheme 2**6,500,7116,250,0006,250,00019,000,711
Scheme 42,600,7935,023,01517,580,55425,204,362
Total9,705,12911,876,64023,830,55445,412,323
Shares held in trust(9,705,129)(11,876,640)(23,830,554)(45,412,323)
Net dilution0000

*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.

**It has been assumed that 250,711 unexercised share options that vested on 7 March 2024 with respect to the Scheme 2 2023 performance period will be exercised during 2025.

Share Purchases for Cancellation

On 31 July 2024, the Group announced a return of surplus capital of £10.0m to shareholders, implemented through a share buyback programme of the Group's ordinary shares, which was completed on 5 September 2024. On 23 September 2024, the Group announced an additional return of surplus capital of £20.0m to shareholders, which was implemented in the same way as the initial £10m. As at 31 December 2024, the total value of shares bought back and cancelled was £29.3m. The final £0.7m was purchased and cancelled in January 2025, thereby completing the second tranche of the buyback programmes.

The purpose of the share buyback programmes was to return surplus capital to shareholders and reduce the Group's share capital. As such, all ordinary shares repurchased by the Group under the share buyback programmes were cancelled.

Capital management

The Group's capital management objectives are:

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

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

Dividends

The final dividend for 2023 was 3.2 pence per share and was paid in April 2024. The total dividend for the current year is 2.5 pence per share, with an interim dividend of 1.5 pence per share paid on 4 October 2024 to shareholders on the register at the close of business on 6 September 2024, and a final dividend of 1.0 pence per share will be paid on 2 May 2025 to shareholders on the register at the close of business on 21 March 2025. The ex-dividend date will be on 20 March 2025.

Treasury reserve

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.

Non-controlling interest

The put option in relation to the sale of 40% of the Group's Healthcare business was exercised on 4 June 2024. At this point the sale had been committed to, and legal completion followed shortly afterwards on 28 June 2024, with the Group receiving gross cash proceeds of £451.4m, of which £8.0m was recognised as a related party loan due to Monument Bidco Limited (an Inflexion investment company) at the point of completion which was capitalised during December 2024. As a result of this sale, in line with the provisions of IFRS 10: Consolidated Financial Statements, the Group has recognised non-controlling interest (NCI) within equity which represents 40% of the Healthcare business sub-group's statement of financial position as at the date of recognition of NCI which has been determined as 4 June 2024, being the date the put option was exercised.

Since initial recognition of NCI on 4 June 2024, the following has been allocated to NCI:

  • 40% of the Healthcare business sub-group's profit after tax;
  • 40% of the movement on the Healthcare sub-group's share-based payment reserve; and
  • 40% of the movement on the Healthcare sub-group's foreign currency translation reserve.

Legal and professional transaction fees incurred by the Group in relation to this sale of NCI have been recognised directly in equity within the Group's Statement of Changes in Equity given they are linked to an equity transaction. For the year ended 31 December 2024 these fees totalled £30.6m.

Summarised financial information in respect of the Group's non-controlling interest is set out below, as at 31 December 2024 the non-controlling interest represents 40% non-controlling interest in the Group's Healthcare business:

31 December 2024 £m

Statement of Financial Position Summary:

Non-current assets76.1
Current assets62.7
Current liabilities(59.9)
Non-current liabilities(36.1)
Equity attributable to owners of the Company42.8
Non-controlling interest17.1
Year ended 31 December 2024 £m
Income Statement Summary:
Revenue63.3
Profit after tax17.3
Other comprehensive income2.0
Total comprehensive income19.3
Total comprehensive income - non controlling interest7.7
Statement of Cash Flows Summary:
Cash flows used in operating activities(10.5)
Cash flows used in investing activities(18.7)
Cash flows from financing activities27.3
Total cash flows(1.9)

Other reserve

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

Foreign currency translation reserve

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 2024 was £nil (2023: £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. During the year ended 31 December 2024, 3.3m of the deferred options were exercised.

Reconciliation of movement in the number of options is provided below. No new grants were awarded during 2024.

Option exercise price (pence)Remaining life (years)Number of options
31 December 20231/100th0.04,461,611
Exercised1/100thN/A(3,254,361)
31 December 20241/100th0.01,207,250

The options carried forward as at 31 December 2024 are both outstanding and exercisable. The maximum term of the remaining options outstanding is 9 years, ending in August 2033.

Scheme 2 - 2019 scheme

The following assumptions were used in the valuation:

Award trancheAward 1Award 2Award 3Award 5Award 7Award 8Award 9
Grant date31/10/1907/05/2025/05/2022/09/2023/03/2131/01/2322/01/24
Expected dividend yield3.06%3.06%3.06%3.06%3.06%3.57%Note 1
Volatility26.87%26.87%26.87%26.87%26.87%28.62%Note 1
Initial share price (pre capital reorganisation)£12.25£12.25£12.25£12.25£12.25£12.55Note 1
Initial share price (post capital reorganisation)£1.72£1.72£1.72£1.72£1.72£1.76Note 1
Group achieves £100m EBITDA by 1 March 202425% vest25% vest25% vest25% vest25% vest25% vest100% vest
Fair value (pre capital reorganisation)£11.79£11.79£11.79£11.79£11.79£12.07£14.00
Fair value (post capital reorganisation)£1.65£1.65£1.65£1.65£1.65£1.69£1.96
Risk-free interest rate3.17%3.17%3.17%3.17%3.17%3.24%Note 1
Estimated forfeiture rate0%0%0%0%0%0%0%
Remaining contractual lifeN/AN/AN/AN/AN/AN/AN/A
Group achieves £110m EBITDA by 1 March 202525% vest25% vest25% vest25% vest25% vest25% vestN/A
Fair value (pre capital reorganisation)£11.43£11.43£11.43£11.43£11.43£11.65N/A
Fair value (post capital reorganisation)£1.60£1.60£1.60£1.60£1.60£1.63N/A
Risk-free interest rate3.24%3.24%3.24%3.24%3.24%3.32%N/A
Estimated forfeiture rate0%0%0%0%0%0%N/A
Remaining contractual life0.170.170.170.170.170.17N/A
Group achieves £125m EBITDA by 1 March 202625% vest25% vest25% vest25% vest25% vest25% vestN/A
Fair value (pre capital reorganisation)£11.09£11.09£11.09£11.09£11.09£11.24N/A
Fair value (post capital reorganisation)£1.55£1.55£1.55£1.55£1.55£1.57N/A
Risk-free interest rate3.20%3.20%3.20%3.20%3.20%3.12%N/A
Estimated forfeiture rate5%5%5%5%5%4%N/A
Remaining contractual life1.171.171.171.171.171.17N/A
Group achieves £145m EBITDA by 1 March 202725% vest25% vest25% vest25% vest25% vest25% vestN/A
Fair value (pre capital reorganisation)£10.76£10.76£10.76£10.76£10.76£10.85N/A
Fair value (post capital reorganisation)£1.51£1.51£1.51£1.51£1.51£1.52N/A
Risk-free interest rate3.24%3.24%3.24%3.24%3.24%3.21%N/A
Estimated forfeiture rate9%9%9%9%9%4%N/A
Remaining contractual life2.172.172.172.172.172.17N/A

Note 1: Award 9 was granted and exercised almost immediately therefore the fair value at grant date was calculated as being equal to the share price at the date of award.

Awards 4 and 6 have been fully forfeited. Award 9 was granted with 100% of the options vesting in 2024. For all options noted within the table above, the exercise price per option is £0.0001 (equivalent to 1/100th 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 2024 was £12.6m (2023: £13.6m). 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.

Option exercise price (pence)Remaining life (years)Number of options
31 December 20231/100th1.726,499,998
Granted1/100thN/A63,529
Exercised1/100thN/A(6,437,816)
Forfeited1/100thN/A(1,125,000)
31 December 20241/100th1.219,000,711

The options carried forward as at 31 December 2024 are both outstanding and exercisable.

Scheme 4 - 2021 scheme

The following assumptions were used in the valuation:

Award trancheAward 1Award 2Award 3Award 4Award 5
Grant date07/03/2231/01/2323/05/2322/01/202421/05/2024
Expected dividend yield3.06%3.57%3.34%1.60%1.04%
Volatility26.87%28.62%29.40%28.25%29.14%
Initial share price (pre capital reorganisation)£12.25£12.55£13.10£13.93£16.14
Initial share price (post capital reorganisation)£1.72£1.76£1.83£1.95£2.26
Group achieves £110m EBITDA by 1 March 202510% vest10% vest10% vest10% vest10% vest
Fair value (pre capital reorganisation)£11.43£11.65£12.35£13.68£16.01
Fair value (post capital reorganisation)£1.60£1.63£1.73£1.92£2.24
Risk-free interest rate3.24%3.32%4.10%4.72%4.74%
Estimated forfeiture rate0%0%0%0%0%
Remaining contractual life0.170.170.170.170.17
Group achieves £125m EBITDA by 1 March 202620% vest20% vest20% vest20% vest20% vest
Fair value (pre capital reorganisation)£11.09£11.24£11.94£11.94£11.94
Fair value (post capital reorganisation)£1.55£1.57£1.67£1.67£1.67
Risk-free interest rate3.20%3.12%4.02%4.17%4.27%
Estimated forfeiture rate9%8%8%8%0%
Remaining contractual life1.171.171.171.171.17
Group achieves £145m EBITDA by 1 March 202770% vest70% vest70% vest70% vest70% vest
Fair value (pre capital reorganisation)£10.76£10.85£11.55£11.55£11.55
Fair value (post capital reorganisation)£1.51£1.52£1.62£1.62£1.62
Risk-free interest rate3.24%3.21%3.97%3.87%4.07%
Estimated forfeiture rate16%8%8%8%0%
Remaining contractual life2.172.172.172.172.17

For all options noted within the table above, the exercise price per option is £0.0001 (equivalent to 1/100th 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 2024 was £11.5m (2023: £5.8m). 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.

Option exercise price (pence)Remaining life (years)Number of options
31 December 20231/100th2.819,642,763
Granted1/100thN/A6,829,456
Forfeited1/100thN/A(1,267,857)
31 December 20241/100th1.825,204,362

The options carried forward as at 31 December 2024 are both outstanding and exercisable.

Vesting of options

As a result of options from Schemes 1 and 2 vesting during the year, £17.3m was transferred from the Group's treasury reserve to retained earnings of which £18.1m is distributable. The weighted average price of the exercised options at the date of exercise was £1.86 per share.

Acquisitions

Business Trade Media International Limited

On 31 July 2024 the Group acquired 100% of the share capital of Business Trade Media International Limited ("BTMI") for cash consideration of £6.3m. The bolt-on acquisition adds a number of established digital media and industry news brands, which align to our sector coverage, and brings an additional annual digital audience of 4m business leaders and decision-makers and will help accelerate the GlobalData 'Curve' Strategy.

Carrying valueFair value adjustmentsFair value
£m£m£m
Intangible assets consisting of:
Customer relationships-2.02.0
Trade names-1.91.9
Database-0.40.4
Net assets acquired consisting of:
Goodwill1.1(1.1)-
Trade and other receivables1.3-1.3
Trade and other payables(3.6)0.6(3.0)
Borrowings(3.7)-(3.7)
Deferred tax-(0.2)(0.2)
Fair value of net (liabilities)/ assets acquired(4.9)3.6(1.3)

The goodwill recognised in relation to the acquisition is as follows:

Fair value

£m

Consideration6.3
Less working capital adjustment(0.1)
Plus net liabilities acquired1.3
Goodwill7.5

At the date of acquisition, the Group settled £3.7m of the acquiree's pre-existing borrowings, which has become an inter-company payable due back to the Group within the statement of financial position of the acquiree. This payment has not been treated as part of the acquisition consideration.

In line with the provision of IFRS3, fair value adjustments may be made within the 12-month period from the date of acquisition which would result in an adjustment to the goodwill balance reported above. The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and research methodology. The fair values of the identified intangible assets were calculated in line with the policies detailed within the Group's Annual Report and Accounts for the year ended 31 December 2024. The amount of goodwill which is expected to be deductible for tax purposes is £nil.

The Group incurred legal and professional expenses of £0.3m and a lease termination fee of £0.6m in relation to the acquisition, both of which were recognised in adjusting items in the income statement. In the period from the date of acquisition to 31 December 2024, the trade of BTMI generated revenues of £3.7m and Adjusted EBITDA of £0.8m.

JobDig, Inc (doing business as LinkUp)

On 27 October 2024 the Group acquired 100% of the share capital of JobDig Inc (doing business as LinkUp, "LinkUp"), for cash consideration of £18.4m. LinkUp is a leading provider of global job market data. Founded in 2007, LinkUp delivers labour intelligence of the highest accuracy, timeliness, and quality to leading hedge funds, financial services firms, and human capital management organisations. This addition represents further execution against our bolt-on acquisition strategy, adding to the Group's growing strategic intelligence offering as well as strengthening its presence within the financial markets audience.

A financial liability in relation to a number of contingent consideration payments due for settlement during 2025 and 2026 to a maximum amount of $4.0m (GBP equivalent at the date of acquisition being £3.1m) has been recognised, and forms part of the acquisition consideration due to not being conditional on employment. This represents the total potential payout in full based on the agreed terms. Payment is contingent on certain volume renewal rates and integration milestones being achieved during 2025. Future amendments to the financial liability based upon updated assessments of fair value will be recognised within the income statement.

In addition, there are a number of contingent consideration payments due for settlement during 2025 and 2026 to a maximum amount of $1.0m, which are being recognised as remuneration expenses within the income statement due to being conditional on employment and are disclosed as an adjusting item in the income statement.

Carrying valueFair value adjustmentsFair value
£m£m£m
Intangible assets consisting of:
Customer relationships-9.69.6
Database-3.23.2
Trade names-0.70.7
Net assets acquired consisting of:
Property, plant and equipment1.5-1.5
Intangible assets0.7-0.7
Cash and cash equivalents1.6-1.6
Trade and other receivables0.8-0.8
Trade and other payables(6.5)0.4(6.1)
Short and long-term lease liabilities(1.0)-(1.0)
Deferred tax-(0.7)(0.7)
Fair value of net (liabilities)/ assets acquired(2.9)13.210.3

The goodwill recognised in relation to the acquisition is as follows:

Fair value

£m

Consideration18.4
Contingent consideration, not conditional on employment3.1
Less net assets acquired(10.3)
Goodwill11.2

At the date of acquisition, the Group settled £3.8m of the acquiree's accrued transaction costs, which has become an inter-company payable due back to the Group within the statement of financial position of the acquiree. This payment has not been treated as part of the acquisition consideration.

In line with the provision of IFRS3, fair value adjustments may be made within the 12-month period from the date of acquisition which would result in an adjustment to the goodwill balance reported above. The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and research methodology. The fair values of the identified intangible assets were calculated in line with the policies detailed within the Group's Annual Report and Accounts for the year ended 31 December 2024. The amount of goodwill which is expected to be deductible for tax purposes is £nil.

The Group incurred legal and professional expenses of £1.1m in relation to the acquisition, which were recognised in adjusting items in the income statement. In the period from the date of acquisition to 31 December 2024, the trade of LinkUp generated revenues of £1.2m and Adjusted EBITDA of £0.1m.

Celent

On 31 December 2024 the Group acquired 100% of the trade and assets of Celent, for cash consideration of £19.2m. Celent is a leading research and advisory firm focused on helping technology and strategy leaders in the Financial Services market globally. Their expert research & consulting for tech leaders, which is deeply focused across several sub-segments within Financial Services, creates an excellent strategic fit for the Group.

Carrying valueFair value adjustmentsFair value
£m£m£m
Intangible assets consisting of:
Customer relationships-4.64.6
Database-5.45.4
Trade names-1.11.1
Net assets acquired consisting of:
Trade and other receivables3.6-3.6
Trade and other payables(5.4)0.2(5.2)
Deferred tax-(0.4)(0.4)
Fair value of net (liabilities)/ assets acquired(1.8)10.99.1

The goodwill recognised in relation to the acquisition is as follows:

Fair value

£m

Consideration19.2
Less net assets acquired(9.1)
Goodwill10.1

In line with the provision of IFRS3, fair value adjustments may be made within the 12-month period from the date of acquisition which would result in an adjustment to the goodwill balance reported above. The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and research methodology. The fair values of the identified intangible assets were calculated in line with the policies detailed within the Group's Annual Report and Accounts for the year ended 31 December 2024. The amount of goodwill which is expected to be deductible for tax purposes is £3.9m.

The Group incurred legal and professional expenses of £0.5m in relation to the acquisition, which were recognised in adjusting items in the income statement. In the period from the date of acquisition to 31 December 2024, the trade of Celent generated revenues of £nil and Adjusted EBITDA of £nil.

Deallus

On 31 December 2024 the Group acquired 100% of the share capital of Galahad TopCo Limited, which owns the Deallus group of companies, for cash consideration of £20.8m plus issuance of a loan note of £1.0m which has been classified as an amount owed to related parties within the Consolidated Statement of Financial Position. The loan note is repayable on 30 June 2025 and accrues interest at an annual rate of 12%. Deallus is a market-leading competitive intelligence solutions provider focused on the global life sciences sector. During its 20 years in business, Deallus has built deep sector expertise through supporting clients in key therapy areas, including Oncology, Neuroscience, Vaccines, Rare Diseases, Cell & Gene, and Immunology. The combination creates the opportunity for the Group to build deeper, more embedded relationships with major brands within the pharmaceutical sector and creates the potential for GlobalData to deliver more value to our clients.

Carrying valueFair value adjustmentsFair value
£m£m£m
Intangible assets consisting of:
Customer relationships-10.110.1
Trade names-5.65.6
Net assets acquired consisting of:
Property, plant and equipment0.4-0.4
Cash and cash equivalents7.3-7.3
Trade and other receivables3.9-3.9
Corporation tax0.2-0.2
Trade and other payables(11.9)-(11.9)
Short and long-term lease liabilities(0.4)-(0.4)
Borrowings(7.0)-(7.0)
Deferred tax0.2(4.0)(3.8)
Fair value of net (liabilities)/ assets acquired(7.3)11.74.4

The goodwill recognised in relation to the acquisition is as follows:

Fair value

£m

Consideration paid in cash20.8
Consideration settled via issuance of related party loan note1.0
Less net assets acquired(4.4)
Goodwill17.4

At the date of acquisition, the Group settled £7.0m of the acquiree's pre-existing borrowings and £5.2m of the acquiree's accrued transaction costs, the total of £12.2m has become an inter-company payable due back to the Group within the statement of financial position of the acquiree. These payments have not been treated as part of the acquisition consideration.

In line with the provision of IFRS3, fair value adjustments may be made within the 12-month period from the date of acquisition which would result in an adjustment to the goodwill balance reported above. The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and research methodology. The fair values of the identified intangible assets were calculated in line with the policies detailed within the Group's Annual Report and Accounts for the year ended 31 December 2024. The amount of goodwill which is expected to be deductible for tax purposes is £nil.

The Group incurred legal and professional expenses of £1.2m in relation to the acquisition, which were recognised in adjusting items in the income statement. In the period from the date of acquisition to 31 December 2024, the trade of Deallus generated revenues of £nil and Adjusted EBITDA of £nil.

Impact of Acquisitions

If all four of the Group's acquisitions made during the year ended 31 December 2024 had occurred on 1 January 2024, Group revenue would have been £321.8m and Group Adjusted EBITDA would have been at £118.6m.

SiA - Strategy in Action

On 4 June 2024, one of the Group's 100% owned subsidiaries, GlobalData Investments Limited, made an investment of 16.95% in the share capital of SIA - Strategy in Action Limited ("SiA") for cash consideration of £4.0m. SiA is based in the United Kingdom and is an innovative solution designed to empower organisations to formulate and execute successful business strategies, underpinned by a cutting-edge strategy workflow product, which is a complimentary product offering for the Group. Management have assessed that the Group will exercise significant influence over SiA, therefore the investment is accounted for under the equity method. The carrying amount of the investment has been adjusted for the Group's share of the post-acquisition profits or losses of SiA (totalling £0.04m profit for the year ended 31 December 2024, which has been recognised in the Group's profit or loss) plus the Group's share of the post-acquisition change in other comprehensive income of SiA (totalling £nil for the year ended 31 December 2024, which has been recognised within other comprehensive income of the Group).

Cash Cost of Acquisitions

The cash cost of acquisitions in 2024 comprises:

£m

Presented within Operating Activities

Acquisition of TS Lombard:

Contingent consideration0.5
0.5
£m
Presented within Investing Activities
Acquisition of BTMI:
Cash consideration6.3
Working capital adjustment(0.1)
Acquisition of Jobdig, Inc:
Cash consideration18.4
Cash acquired(1.6)
Settlement of transaction costs (not included within consideration)3.8
Acquisition of Celent:
Cash consideration19.2
Acquisition of Deallus:
Cash consideration20.8
Cash acquired(7.3)
Settlement of transaction costs (not included within consideration)5.2
SIA - Strategy in Action Limited
Cash consideration4.0
68.7
£m
Presented within Financing Activities
Acquisition of BTMI: Settlement of borrowings (not included within consideration)3.7
Acquisition of Deallus: Settlement of borrowings (not included within consideration)7.0

10.7

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

Post year end acquisition of AI Palette

On 7 March 2025, the Group acquired the entire share capital of AI Palette Pte. Ltd and its wholly owned subsidiary for a purchase price of $11.5m. AI Palette is an AI Powered consumer insights platform offering an Innovation Intelligence solution to the Consumer-packaged goods sector. In accordance with IFRS3.B66, Management has not been able to estimate the fair value of goodwill and intangible assets acquired as the acquisition occurred in close proximity to the issuance of these financial statements. No revenues or profits are included in the Group's results for the year ended 31 December 2024.

Related party transactions

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.

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.

Related Party Transactions: Ultimate Controlling Party

Mike Danson, GlobalData's Chief Executive, owned 57.5% of the Company's ordinary shares as at 31 December 2024 and 57.6% as at 10 March 2025 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.

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

Acquisition of Business Trade Media International Limited

On 31 July 2024 we entered into a conditional agreement to acquire the entire issued share capital of Business Trade Media International Limited reflecting an enterprise value of £10m subject to adjustment via a customary completion accounts mechanism. The transaction was conditional on shareholder approval as Business Trade Media International Limited was a related party (by virtue of being indirectly owned by Mike Danson) so had to be approved pursuant to s.190 of the Companies Act 2006. The acquisition was not a related party transaction for the purposes of the AIM Rules due to its size. A general meeting for the purposes of obtaining shareholder approval for the acquisition was held during August 2024. The bolt-on acquisition adds a number of established digital media and industry news brands, which align to our sector coverage, and brings an additional annual digital audience of 4m business leaders and decision-makers and will help accelerate the GlobalData 'Curve' Strategy. The deal completed on 30 August 2024. Since acquisition, total recharges from NSMGL in relation to Business Trade Media International Limited were £0.3m.

The transaction was overseen by the independent Related Party Committee, who oversaw diligence and valuation work to ensure that the transaction price reflected an arms-length valuation. The committee concluded, with the aid of a discounted cash flow and review of comparable market transaction valuation metrics, that the price was fair and reflected a market arms-length transaction.

Accommodation

During the year ended 31 December 2024, related party charges to the Group in respect of accommodation totalled £0.1m (2023: £0.03m).

Corporate support services

In 2024 net corporate support charges of £0.1m were charged from NS Media Group Limited ("NSMGL") and net corporate support charges of £0.1 were charged to Estel Property Investments No.3 Limited ("Estel"), both companies are related parties by virtue of common ownership (2023: £0.1m charge from NSMGL and £0.1m charge to Estel). In both 2024 and 2023 the corporate support charges consisted of a share of the India management team cost, shared software costs and recharged salary costs.

Sales distribution

NSMGL acted as a sales distributor for some GlobalData products. On these transactions they charged agent fees of £0.02m (2023: £0.2m).

Charity donations

During the year the Group paid donations of £nil (2023: £0.04m) 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 2024, the total balance receivable from NSMGL was £0.002m (2023: £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.

Related Party Transactions: Directors and Key Management Personnel

Investment in SIA - Strategy In Action Limited

On 4 June 2024, the Group made an investment of 16.95% in the share capital of SIA - Strategy in Action Limited ("SiA") for cash consideration of £4.0m, as discussed further in note 13. The Group has representation on the Board and Julien Decot is a common Non-Executive Director across both the Group and SiA. Management have assessed that the Group will exercise significant influence over SiA, therefore the investment is accounted for using the equity method. The carrying amount of the investment has been adjusted for the Group's share of the post-acquisition profits or losses of SiA (totalling £0.04m profit for the year ended 31 December 2024, which has been recognised in the Group's profit or loss) plus the Group's share of the post-acquisition change in other comprehensive income of SiA (totalling £nil for the year ended 31 December 2024, which has been recognised within other comprehensive income of the Group).

Directors and Key Management Personnel Remuneration

Balances Outstanding

There were no balances outstanding in relation to Directors and Key Management Personnel as at 31 December 2024 (2023: £nil).

Related Party Transactions: Inflexion Private Equity Partners LLP

Sale of 40% of Healthcare Business

Completion of the sale of 40% of the Group's Healthcare business resulted in the Group receiving gross cash proceeds of £451.4m, of which £8.0m was recognised as a related party loan due to Monument Bidco Limited (an Inflexion investment company) at the point of completion which was then capitalised during December 2024. As such, as at 31 December 2024, there were no outstanding balances due to Monument Bidco Limited.

In relation to completion of the transaction, the Group settled fees to the Inflexion group of companies totalling £11.4m, these have been included within the transaction costs recognised directly in equity within the Group's Consolidated Statement of Changes in Equity.

For the period post-completion of the transaction and ending 31 December 2024, management fees charged from the Inflexion group of companies to the Group totalled £0.2m (2023: £nil).

Balances Outstanding

There were no balances outstanding in relation to the Inflexion group of companies as at 31 December 2024 (2023: £nil).

Related Party Transactions: Other Related Parties

Balances Outstanding

As at 31 December 2024, there was an outstanding loan note due to the pre-existing management of the Deallus group of companies amounting to £1.0m, generated as a result of the Deallus acquisition which completed on 31 December 2024 (as discussed in note 13), this is repayable on 30 June 2025 and accrues interest at an annual rate of 12%.

Subsequent events

On 18 December 2024, the Group completed on two debt financing facilities (Healthcare and Non-Healthcare), which both comprised of 8 syndicate members, however as at 31 December 2024, one member was outstanding to commit to the facilities. The final syndicate member joined the facility on 31 January 2025, bringing the total available Group facility to £385.0m.

On 6 February 2025, the Group announced its proposed move to the Main Market of the London Stock Exchange, as discussed further within the Chief Executive's Review on page 9.

On 6 February 2025, the Group also announced an additional share buyback programme totalling £50.0m.

On 7 March 2025, the Group acquired the entire share capital of AI Palette Pte. Ltd for a purchase price of $11.5m. AI Palette is an AI Powered consumer insights platform offering an Innovation Intelligence solution to the Consumer-packaged goods sector. Further detail is given in note 13.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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