National World plc

Contents

Page

Company Information

Directors & Advisers

Directors David Montgomery Executive Chairman

Mark Hollinshead Chief Operating Officer

John Rowe Executive Director (appointed as Executive Director on 24

February 2023)

Sheree Manning Chief Financial Officer (appointed 9 November 2023)

Daniel Cammiade Non-Executive Director

David Fordham Non-Executive Director

David Lindsay Non-Executive Director

Company Secretary Douglas Easton

Registered Office Suite E3 Joseph’s Well

Hanover Walk

Leeds

United Kingdom

LS3 1AB

Company number 12021298 (England and Wales)

Brokers Dowgate Capital Limited

15 Fetter Lane

London

EC4A 1BW

Independent Auditors Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Solicitors Orrick Herrington & Sutcliffe (UK) LLP

107 Cheapside

London

EC2V 6DN

Registrars Link Market Services

Central Square

10th Floor

29 Wellington Street

Leeds

LS1 4DL

PR Advisers Montfort Communications

2nd Floor Berkeley Square House

Berkeley Square

London

W1J 6BD

Company Website www.corporatenationalworld.com

National World plc

Financial Highlights

Adjusted Results*

Revenue Profit before tax

£88.4m £9.7m

2022: £84.1m 2022: £9.3m

Operating profit EBITDA

£9.1m £9.5m

2022: £9.3m 2022: £9.7m

Earnings per share (basic)

2.8 pence

2022: 2.9 pence

Statutory Results

Revenue Profit before tax

£88.4m £3.1m

2022: £84.1m 2022: £5.1m

Operating profit EBITDA

£2.6m £4.5m

2022: £5.2m 2022: £6.8m

Earnings per share (basic)

1.0 pence

2022: 2.0 pence

Strong financial position

Cash balance Borrowings

£10.7m £nil

2022: £27.0m 2022: £1.0m

Deferred consideration payable on JPIMedia Group acquisition

£nil

2022: £2.5m

* Adjusted results are before non-recurring items, amortisation of intangible assets and implementation of IFRS 16. Note 31 to the

financial statements provides a reconciliation between Statutory and Adjusted results.

National World plc

Operational Highlights

National World is a leading content business, aimed at customers and

businesses, delivering multimedia experiences and information for

global, national, regional and local audiences.

Operating from a fully digitised infrastructure, National World seeks to

build market leading positions from highly specialised content. The

Group holds market leading positions in many geographical and

vertical segments, and is also the third largest local media publisher in

the UK.

The Group has expanded its footprint impressively during its first three

years, moving from a limited geographical base of local franchises and

local news to supply many forms of content, including entertainment

and business information, to the whole UK market.

In particular, National World has expanded in video, with its own

Freeview Channel Shots!, and invested in its online presence to enter

all the main metropolitan markets, including London. It is also in the

first stage of launching a local social media network intended to

revolutionise local publishing and make it sustainable.

Key new acquisitions and partnerships

• Seven acquisitions completed in the period, including:

• Midland News Association Limited ("MNA"), publisher of

the Express & Star based in Wolverhampton and the

Shropshire Star, was acquired in September 2023.

•

Market leading business magazine, information and

events business Insider Media was acquired in April

2023.

• Heritage newspapers Newry Reporter was acquired in

January 2023, Banbridge Chronicle in February 2023 and

Farm Week in March 2023, strengthening the depth and

breadth of our Northern Ireland portfolio.

• Rotherham Advertiser acquisition was also completed in

April 2023.

• Press Computer Systems Limited, ("PCS") the supplier

of publishing platforms for both MNA and certain other

major publishers was acquired in September 2023.

New products and innovation

● New social media platform launching in March 2024.

● The launch of a new TV channel Shots! (Channel 276).

● Business information strategic focus – Insider Media

paves the way for rolling daily news services for

corporate UK.

● ‘Paid for’ content including – subscriptions,

networking and events.

● Relaunch of eight met

ro daily titles including

Edinburgh Evening News, Sunderland Echo, Shields

Gazette, Yorkshire Evening Post, Sheffield Star,

Lancashire Post, Blackpool Gazette and Portsmouth

News.

● Further geographic expansion of online news sites

across major UK cities

with launch

of Derbyworld.co.uk and Nottinghamworld.co.uk

● Relaunch of The Scotsman app and new launch of

Chichester app.

National World by numbers

● The Group distributed 27.9 million paid for newspaper

copies, 4.6 million free copies (2022: 31.3 million paid, 2.7

million frees) and 0.4 million magazines.

● Digital network;

● 139 million average monthly page views in 2023,

25% growth from the 111 million page views in

2022, with 8% growth coming from acquisitions.

● 126 million page views in December 2023,

compared to 110 million in December 2022.

● 398 million video views in 2023, 12% growth from

2022.

● 127 business to business events were delivered across

the Group with 47 National World events, and 80 Insider

events and breakfasts.

Investment for Growth

● Google Cloud Platform migration of all of our core

system was completed in early 2023

, providing a

modern and flexible IT infrastructure.

●

Continued investment in digital infrastructure to

support content creation and distribution across all

formats and devices.

● Continued investment in n

ew digital content,

development and launches to deliver further growth

in 2024.

● Supply of video kit and journalists regularly

producing video to further develop multi-channel

content delivery strategy.

National World plc

Our brands

Our brands - targeting consumers and businesses with premium content

In its short history, National World plc has taken a regional newspaper business with

a limited footprint and expanded its reach to all UK markets and beyond.

It has launched and grown its online only City World brand portfolio to cover all major

metropolitan centres and has launched or acquired vertical online businesses in sport

and celebrity content.

The major heritage or national brands, The Scotsman, Yorkshire Post and NewsLetter,

are being developed as multi-platform providers of premium content.

All brands target specific audiences and middle market consumer content, reducing

dependency on news and avoiding the over-served red-top segment.

Shots!

In August 2023, following continued rapid growth in our video content, audience and revenue, National World

launched Shots! - a broadcast venture across a new dedicated Watchsite and Freeview streaming channel. Shots!

further diversifies our revenue profile as we move to develop revenue from the large UK TV advertising market.

Shots! is a new way of doing television - a channel built using the best topical content from National World’s network

of journalists around the UK. It provides fast and authentic TV straight from the community.

Shots! focuses on stories from around the UK, from the best of city life to the weird and wonderful, as well as expert

investigations into true crime, and the latest inside track for football fans.

The new venture supports our strategy of creating increasingly specialised and audience-driven content, and

making it available on customers’ preferred devices.

Shots! is available to Freeview customers on channel 276 and as a live channel with video on demand at

www.ShotsTV.com.

These two platforms give us the opportunity to reach viewers on their TV sets, as well as developing destination

viewing through a bespoke online video platform.

National World plc

Our brands

Midland News Association (“MNA)” is home to two of the biggest selling and most famous regional

news-brands in the UK. The Express & Star, covering the Black Country and a large proportion of the West

Midlands, combined with the Shropshire Star, added 17,000 copies per day to the National World daily newspaper

portfolio and increased our monthly online audience by 13% in Q4 2023. The marketing area of the titles is the

largest conurbation outside London and combined with Birminghamworld.co.uk gives us a stronger share of this

key consumer market.

The acquisition marks the continued consolidation of regional media as MNA was the largest remaining

independent family owned regional publisher in the UK. The scale and publishing infrastructure of National World

allowed significant synergy value to be unlocked from the business which was delivered in the two months post

acquisition at the end of 2023.

MNA had developed a highly innovative and growing in house digital marketing agency. "MNA Digital" skills,

portfolio and experience is now being leveraged across other National World

publishing divisions to fast track growth of this new revenue stream.

The acquisition has also brought new talent into the Group with several senior

former MNA executives being promoted to Group roles in National World.

Insider Media is the UK's leading regional business news

and information publisher. With seven regional magazines

serving the main conurbations in England the business reaches

500,000 business owners, executives and senior managers

every month.

The magazines have a combined controlled circulation of

62,000 subscriber copies with a readership of 220,000 business people every month. Our online business

information news website generates 800,000 page views per month combined with a daily newsletter subscription

service of 120,000 unique subscribers per day in 11 UK regions.

We are developing a strategy for Insider Media to become a provider of key regional business information for UK

companies.

Headquartered in Manchester, Insider Media is also one of the largest business to business event organisers in

the UK. Across 2023 we organised 51 black tie conferences and awards with a focus on the financial services,

"deal making" and property sectors. We also organised 128 roundtable business events and 39 "business

breakfasts. Combined with the existing National World regional events business we will organise and deliver over

200 events in 2024 with new launches planned in Scotland and Northern Ireland to further expand our UK wide

footprint.

In March 2024 Insider Media moves into a new city centre state of the art office, in Manchester, where a TV and

video facility is being developed to launch a new Insider Business TV and video news and information channel.

National World plc

Chairman’s Statement

For the 52 weeks ended 30 December 2023

In 2023 your company pursued its twin strategy of organic development

and augmentation of revenue through a number of acquisitions.

2023 delivered Adjusted EBITDA of £9.5 million, Digital revenues +13%,

Dividend of 0.55 pence per share recommended subject to shareholder approval

Overview

National World plc acquired its first heritage businesses in January 2021, fully aware that constant and

radical change would be the prime feature in evolving a sustainable publishing model and that

specifically included further sector consolidation.

After an initial fundraise of £21 million, the subsequent three-year period (2021 to 2023) has seen the

Group report Adjusted EBITDA totalling £29.3 million, with a remaining cash balance of £10.7 million at

the end of 2023 and revenue in 2024 of £100 million, supported by higher digital revenues, with a

growing margin of more than 10 per cent.

Not bad for a start-up in the midst of the pandemic.

To illustrate this shift further, the original business National World plc acquired in 2021 owned a limited

brand portfolio with 1,500 employees. Today our Group employs less than 1,200 - more productive -

employees presiding over a significantly increased array of brands and assets with multiple routes to

monetisation. Our approach has been both organic and inorganic and we have made substantial

progress in transforming the brands and businesses under our stewardship. Our intent remains

to sweep away the last vestiges of an industrial print business to create a professional model with every

individual making and being recognised for their unique contribution.

The maiden final dividend paid in relation to 2022 (the third year of operation) was 0.5p per share and

a further final dividend of 0.55p per share is recommended in respect of 2023, subject to approval by

shareholders at the forthcoming Annual General Meeting and payable in July 2024. The dividend will

be paid on 10 July 2024 to shareholders on the register at 7 June 2024.

Strategy

At the turn of the century news providers competed amongst themselves for audience. Today the

news media has to struggle for attention against all other content globally - some of it purporting to be

news - but primarily the online streamers that disseminate entertainment, information and distraction

products to every device.

Alongside that, the sector is still experiencing unfair competition from the social media platforms. The

Media Bill passing through the UK Parliament should redress this balance by assisting publishers in

receiving fair payment for content. At the same time the Company has been in the forefront of the

campaigning against predatory behaviour by the BBC which uses taxpayer funds to compete online,

threatening local independent journalism. It is remarkable that the BBC, financed by a compulsory tax,

is permitted to enforce its monopoly in the news sector month after month. In January 2024, 3.1 billion

page views for BBC News dwarfed the combined total of the UK's 28 leading independent news sites,

including MailOnline, The Sun and, of course, National World. In no other sector would such an unfair

market be tolerated by regulators.

In 2024 National World will begin to unveil several initiatives designed to pivot the Group towards growth

for the first time in two decades.

Our strategy is to transition from a media business with a specific expertise in news journalism,

restricted by geographical focus, to a wider content agenda distributed across all platforms.

Consolidation and the augmentation of revenues through newly-acquired content businesses are part

of the strategy. But both long-standing local brands new to the portfolio and other assets, such as events

and business information, are all being subjected to organic enhancement based on our new operating

model that is less dependent on news provision. The Company is seizing the opportunity to gain wider

engagement of audiences already groomed by social media and supplied by sophisticated technology.

National World plc

Chairman’s Statement

For the 52 weeks ended 30 December 2023

This transition has been underway for most of the Company’s existence and has resulted in a

restructure of resources, culminating in a talent review to optimise the individual skills within the

business while dismantling the remaining industrial hierarchies and ensuring a rewards system fully

recognising individual talent.

Instead of duplicating the market, the routine approach of conventional news providers, National World

will specialise in original and expert content that is monetisable across multiple formats and channels.

in consumer and marketing sales. Subscriptions and paid content will feature across many activities

including the premium print titles, sport, culture and business coverage together with a focus on affiliates

revenue.

We continue to train our journalists in video production and are self-sufficient in editing and flighting this

content. We have a national footprint, having established a presence in all major UK metropolitan areas

with our mid-market World brands portfolio. Our Freeview channel Shots! is up and running featuring

football, true crime investigations and life around the UK.

In the months ahead our local social media network platform “Your World” will be launched with a

significant improvement in content and service for around 50 of our heritage brands. This comes with

IP developed internally and with partners that may be viable as a marketable asset to service other

media operators.

For the first time this century these brands will be able to boast of having 100 per cent local content and

the re-establishment of a marketplace through online engagement.

AI has been harnessed to boost local video advertising sales, video news bulletins and automated print

pages. We are currently producing around 200 pages per week through AI production and aim to

increase this to around half of all pages produced for our weekly titles by the end of 2024. We are

seeing promising signs of accelerating growth.

At a national level our business to business information capability, acquired through Insider Media in

2023, will be leveraged to provide a news service covering most medium to large UK companies.

We have recently established a central team to guide the origination of content to targeted audiences

at both local and national level to boost customer revenues through subscription and e-commerce as

well as strengthening advertising yields.

These measures are efficient but the real value is to provide a better service for commercial customers,

readers and users. We expect to remove all generic content from our papers, replacing this with

exclusively local or original content by the year end. Most importantly, these innovations will free up

time for journalists to focus on high grade content. For instance, the company is now producing many

hours of broadcast television every week, having launched the Shots! Freeview TV channel in August

2023.

Expanding the portfolio

In the second half of 2023 National World competed in the aborted auction for The Telegraph. The

conclusion of its ownership change is still in doubt but the opportunity was in line with both the founding

principles of National World - that it would be a consolidator in the sector - and its ability to leverage

both its infrastructure to extract significant synergies and its proven management expertise.

Our view remains that National World remains the best qualified among the various candidates for such

a deal both in terms of industry qualification and also editorial independence, as well as the absence of

any competition issues.

More widely, extracting value for shareholders in spreading our current infrastructure to

efficiently support more assets should continue as a priority as the benefits are manifest.

Our acquisition of the Midlands News Association titles has demonstrated the value of integrating

businesses in our current infrastructure with an anticipated doubling of profitability within the first year

of ownership. On behalf of all shareholders the Company would be derelict in its duty if it did not explore

further opportunities with the scale of such benefits.

National World plc

Chairman’s Statement

For the 52 weeks ended 30 December 2023

Smaller contiguous acquisitions in Northern Ireland and Yorkshire solidified our asset base in those

territories. In all cases the acquired titles have benefited from the Group’s organic initiatives including

video, especially for local advertising sales, as well as augmenting expert content in key sectors,

including technology, public services, local authorities and rural affairs.

Insider Media is an example of the Company’s increased focus on expert talent and journalism on all

platforms. This acquisition is consistent with the policy to resource original, monetisable content in order

to rise above the noise of a duplicative traditional news market. The business information team of 26

editors and senior journalists, that specialises in daily newsletters, magazines, events and breaking

stories online has an unrivalled network of UK and Ireland corporate contacts. This enables Insider to

grow as an individual business as well as leveraging its capabilities across many portfolio brands. The

launch of financial information and business coverage will roll out amongst key brands on all platforms

including TV and video. In the premium brands this service, combined with events and conferences,

will assist subscriber loyalty.

In summary, management will concentrate on delivering short term gains through further

efficiency and consolidation but will not be distracted from combining this with the

introduction of a new operating model for longer-term growth and sustainability. Importantly,

the Board believes that, strategically and operationally, your Company has a stronger and

broader platform from which to deliver further progress in 2024.

Operational highlights

• For the seven acquisitions completed in the period, the Group paid a total consideration of £14.4

million, (£12.9 million consideration net of cash acquired) funded from its existing cash resources.

In the period, the acquisitions contributed revenues of £10.5 million and adjusted EBITDA of £1.7

million, with the bulk of this flowing in the second half, (with Insider Media acquired in April and

MNA and PCS in September). In 2024, the acquisitions are expected to more than double their

EBITDA contribution.

• Momentum behind our fast-growing video segment continues to build as our customer proposition

transitions towards watching as well as reading. We now create large volumes of original, high-

quality video produced by our network of journalists alongside user generated content and

distributed across our website portfolio as well as social media and partner platforms. In 2023

continuing growth in output and audience supported annual video revenue growth of 87%. Our

audience for video has grown by 12%, with 398 million video views on Group channels in 2023,

compared to 357 million in 2022.

• In H2 2023 we launched a TV brand - Shots! - to further leverage our content model, showcase

our talent in longer form formats, and bring our content to viewers in high engagement

environments. The brand currently airs on Freeview channel 276 as well as both live and on

demand on ShotsTV.com. Shots! has already added over 35,000 hours of viewing to our audience

engagement over the initial September-December period.

• We started in 2023 a process of refocusing and upgrading our digital offering, with new apps and

websites being introduced, starting with the premium brands, The Scotsman, Yorkshire Post and

the Newsletter. The Scotsman achieved a 6% annual subscription growth in 2023 since the

changes. With the new products now in place we are well set up to increase our loyal customer

base even further in 2024, despite the possible market changes to cookies.

• As part of our transition to a sustainable operating model and the focus on talent and expert and

original content, the Company is redeploying its journalists on the basis of individual specialisms

that will sharpen the competitiveness of the business and promote career advancement.

Trading

The Group delivered a strong performance despite the challenging macro-economic environment, with

revenue of £88.4 million and adjusted EBITDA of £9.5 million. Highlights of the financial performance

are:

• Operating profit of £9.1 million, adjusted EBITDA of £9.5 million, representing an EBITDA

margin of 10.7%.

National World plc

Chairman’s Statement

For the 52 weeks ended 30 December 2023

• Strong performance despite the challenging trading environment with revenue up 5% to

£88.4 million.

• Robust digital revenue growth, up 13% year-on-year to £18.4 million. Digital revenue

improved by 13% overall, with growth of 20% in the second half of the year benefiting from

acquisitions, stronger yields and increased video advertising. In the period the Group achieved

average monthly page view growth of 25% with an average audience of 139 million, compared

to 111 million in the prior period. Page view growth was 21% in the first half, followed by 30%

growth in the second half, aided by acquisitions.

• Print advertising revenue declined by 1% and circulation revenue declined by 3%, reflecting

the continued subdued consumer confidence in the UK economy because of higher inflation

and interest rates.

• Investment. We invested £3.3 million in digital content, development and launches, in addition

to £1.4 million on capitalised digital development and equipment that we anticipate will deliver

further growth in 2024. Further investment of £1.4 million is planned for 2024.

• Incremental cost savings of £1.9 million were delivered in the period with restructuring costs

of £3.6 million. The restructuring and other cost saving actions have generated £6.0 million of

annualised cost savings.

Adjusted EBITDA reduced to £9.5 million (2022: £9.7 million) with an EBITDA margin of 10.7% (2022:

11.5%). Tight management of working capital ensured the Group delivered an operating cash flow of

£8.0 million (2022: £12.0 million) before the payment of non-recurring costs of £3.6 million (2022: £2.5

million). Adjusted financing income was £0.6 million (2022: £Nil cost) and statutory financing income

was £0.5 million (2022: £0.1 million cost) including IFRS 16 lease finance costs.

Statutory profit before tax of £3.1 million, is a £2.0 million decrease on the £5.1 million profit before tax

reported in the prior period, due to a lower operating profit of £0.9 million and increased non-recurring

items of £1.7 million partly offset by £0.6 million of interest income. Adjusted profit before tax increased

by 4% year-on-year to £9.7 million.

The statutory earnings per share were 1.0 pence per share (2022: 2.0 pence per share) and adjusted

earnings per share for the period were 2.8 pence per share (2022: 2.9 pence per share).

Financial position

The Group maintains a strong financial position with a cash balance of £10.7 million at the year end,

after payment of the Group’s first dividend to shareholders, totalling £1.4 million, payment of £12.9

million consideration for the acquisitions completed in the period, (net of cash acquired), repayment of

the final tranche of the £2.5 million deferred consideration payable following the 2021 acquisition of

JPIMedia Publishing Limited and its subsidiaries and £1.0 million loan notes repaid, making the Group

debt free.

Dividend

The Group intends to pay a final dividend of 0.55 pence per share in relation to the FY2023 financial

performance. Subject to approval by shareholders at the forthcoming Annual General Meeting, the

dividend will be paid on 10 July 2024 to shareholders on the register at 7 June 2024. The Board

continues to adopt a progressive dividend policy.

Board

We are very pleased to welcome Sheree Manning as Chief Financial Officer and an Executive Director

to the Board, an appointment which took place in November 2023.

Employees

On behalf of the Board I acknowledge the hard work and commitment of colleagues across the Group,

and welcome new colleagues who have joined the organisation through acquisitions during the course

of 2023.

National World continues to focus on the development of a sustainable publishing business and

we thank you all for your support as we build a new model and for providing your talent and creativity

National World plc

Chairman’s Statement

For the 52 weeks ended 30 December 2023

at an individual level to optimise the collective effort despite the continued

challenging backdrop, economically and in the sector.

Outlook

The Group maintains its guidance for 2024 to deliver revenue of £100 million, with an improved EBITDA

margin.

In Quarter 1 2024, our EBITDA is slightly higher than internal expectations with total revenue slightly

lower than internal expectations. There is still some continuing market volatility as audience and

programmatic yields are impacted by algorithm changes by the global platforms.

Management's continuing development of a sustainable and independent revenue model addresses

these headwinds. Initiatives include focus on an original quality content agenda across all platforms that

does not duplicate other providers as well as further technology enhancements to gather greater

volumes of content and streamline production.

In addition, we will continue to pursue acquisition opportunities, primarily targeting businesses that will

enhance the Group's digital capability.

David Montgomery

Executive Chairman

21 March 2024

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

The Directors present the Strategic Report of National World plc for the 52 weeks ended 30 December 2023.

Operational Review

Delivering our strategy

Throughout 2023 we remained a leading source of news and information in the United Kingdom. Although the year

was challenging both for the media industry and National World, the business continued to evolve, adapt and

innovate.

As part of our transition to a sustainable operating model we continue to re-train and re-equip both editorial and

commercial staff to serve all platforms, including TV and video. Our sector consolidation of heritage brands has

strengthened our expertise both geographically and by content genre, helping to distinguish us in news provision

but also in the areas of information and entertainment.

To ensure the resilience of our strategy, we must be prepared for the challenges and opportunities posed by climate

change, and there are a number of key initiatives now at an advanced stage of development which will help propel

the Group to a new sustainable model that will be evidenced during 2024.

Digital development

The digital development plan remains to:

• Develop a customer driven, market leading digital infrastructure across National World’s emerging multi-

media business

•

Build a content and sales model that puts the customer at the heart.

•

Focus on the lifetime value of the customer, providing premium content across a wider agenda of information,

entertainment and specialist subjects that can be monetised effectively.

•

Reskill our workforce and transition to a fully automated and digitised production process, which will finally

release a significant number of staff from industrial processes.

•

Accelerate the growth of digital revenue at a market leading rate.

Our increasingly digitised infrastructure and skilled talent base gives us a foundation to move from a predominantly

article-based content business to one that is equally adept at producing great video, audio, and events. With an

increasingly open distribution ecosystem, changing customer needs and shifting advertising spend our agility

means we will be better placed to capture emerging market opportunities.

Digital Advertising delivered 20% growth year on year with all product lines in growth. Despite challenges with yield

in the programmatic marketplace due to demand we still delivered growth in this area in 2023, providing relevant,

and targeted audiences to national advertisers. We attracted new business but also migrated businesses to a digital

solution from print. This is also supported by our strong third-party data offering improved targeted solutions to

customers delivering better results. Digital Marketing services showed strong growth supported by the Midland

News Association (MNA) acquisition.

Commercial development

The core strategy is aligned to the key pillars of transformation; localise, energise, digitise and monetise. We

continue to develop our commercial structure locally within our geographical locations, offering our customers

access to targeted audiences to support their marketing needs. We continue to develop our audiences to attract

better coverage for our national clients while offering improved products such as video and newsletters to capture

news and develop our existing business.

We also acquired two new exciting businesses to complement and develop our offerings further. Firstly, Insider

Media, opening up a new business to business market for National World and, secondly, MNA, expanding our

footprint across the West Midlands and including MNA Digital, an in-house local digital marketing agency bringing

with it a wealth of experience and expertise across website design, paid search, social media advertising and SEO

services which we will expand and replicate across our wider network.

The commercial team continues to be aligned to the geographical structure of our organisation and has now

expanded further with the acquisition of MNA. We focus on providing local expertise in these markets but also

providing expert business sector specialism aligned to content so we better target the right audiences for our

customers to maximise response and value to our customers. In turn this also enables us to improve our yields

and direct customers to the rapidly growing market of video advertising.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Events

The National World events programme this year grew dramatically with the acquisition of Insider events. The overall

events portfolio saw growth from £1.4 million in revenue in 2022 to £4.0 million in 2023. Despite the challenges in

the market the team worked tirelessly to make sure 127 events were delivered across the combined business with

47 National World events, and 80 Insider events and breakfasts.

In 2023, the team continued the development of new products, introducing events in previously untapped territories

for National World, expanding beyond our conventional print presence. We successfully initiated events tailored to

new sectors, effectively drawing in new customers to our business. Some examples of these innovative events

include:

o Advanced Manufacturing Conference

o North Green Skills Conference

o North Yorkshire Apprenticeship Awards

o Northern Ireland Apprenticeship Awards

Operating Systems and Processes

In 2023 the migration to Google cloud platform was completed and we are working to fully integrate our acquisitions

which will create opportunities to collaborate further. The acquisitions have benefited from the scale, processes

and systems of the larger Group, for example MNA uses the central page planning services, third-party ad creation

team and our 1XL partner to generate better programmatic sales.

Our talented teams

Awards

The Yorkshire Post was crowned Regional Newspaper of the Year at the 2023 Newspaper Awards, with judges

declaring it a runaway winner. Reflecting on Yorkshire’s National Newspaper, judges said: “The Yorkshire Post

was relaunched in 2022, with the team starting from a blank canvas.”

“The Post was the leader of the pack and a clear winner in a tough category, and highlights the fantastic work of

regional dailies in the most difficult of markets.”

They added: “The Post is a strong regional

publication, with beautiful production values.

Judges loved the broadsheet and although it was

another transitional year, several felt it remained

a very grand product.

The accolade comes after a complete overhaul

of the newspaper, with editor James Mitchinson

explaining more about the rationale for that in his

submission to judges. In his submission, he said:

“In 2022 we reimagined The Yorkshire Post

completely, starting from scratch. For the first

time in around 15 years, the print product and all

supplements were redesigned and relaunched

all at once.”

“At the same time, we retrained all journalists

working on the title as we switched from a

database CMS to a cloud-based one, driving

production efficiencies in order to realise online audience growth gains. The refresh was done using reader

feedback from e-canvassing and social media engagement, leading to a reader-led product.”

It is the second time in four years that the Post has picked up coveted awards; the Society of Editors crowned it

Daily Newspaper of the Year in 2019 at its Regional Press Awards.

Marissa Cashill, Mike Gaunt, Chris Burn and Catherine Scott of

The Yorkshire Post

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

National World’s Head of Sport in Sussex Mark Dunford has scooped a national award for his coverage of

Crawley Town Football Club. Mark won The Real EFL and Lower League Look’s League One/League Two

Journalist of the Year.

It’s been a very interesting year for Crawley Town. In April 2022 they were taken over by WAGMI United, a US

consortium who made their money on cryptocurrency and NFTs.

The Lower League Look said when announcing the award: “What a season this man has had! Some of the stuff

he’s had to cover whilst essentially having doors closed and one word answers from the club he covers, but he

never complained. Top man, thoroughly deserved!”

The award was initially nominated and voted for by fans on Twitter before going to a panel which included journalists

from across the country including an ITV/Talksport commentator and an editor of The Athletic.

The Reset Room picked up the award for Best Health and Wellbeing Podcast 2023 at the Publisher Podcast

Awards, held in April 2023, which celebrates the best in publisher podcasting. The podcast is hosted and produced

by Kelly Crichton and aims to give listeners access to the tools they need to be successful in their careers and

lives. Kelly is joined on the show by resident experts Amana Walker and Kay Woodburn who have years of

experience in helping people in all walks of life achieve and perform to the best of their potential.

Judges of the Publisher Podcast

Awards marked the podcasts on a

range of factors, including

production quality, how well the

podcast reflected the publisher’s

brand, and strategies to grow the

audience. They commented, “This

podcast had great guests and

covered some important topics.

Judges were also impressed with

the strong growth strategy, and

relationship- building tactics with

the audience.”

The second series of The Reset

Room was published in late 2022

and also featured guest hosts

Stuart Sandeman and Alistair

Appleton. Topics covered

included, dealing with anxiety, the

importance of role models and

avoiding burnout.

The Scotsman and Scotland on Sunday have been honoured with a string of awards at the annual Scottish

Press Awards.

Janet Christie was awarded Arts and Entertainment Journalist of the Year for a series of stunning features.

Euan McColm was named columnist of the year for his work in the Scotland on Sunday. He has also recently

started a weekly column for The Scotsman.

Aidan Smith picked up the award for sports feature writer of the year, with judges singling out a piece with Sergei

Baltacha for particular praise.

And The Scotsman’s front page marking the death of The Queen, designed by Gavin Munro, was named Front

Page of the Year.

The Scotsman editor Neil McIntosh said: “I’m delighted that the standard of Scotsman journalism won such

recognition last night. The Scottish Press Awards are prestigious because they are so keenly contested and judged

rigorously by our peers.

"To come away with five trophies is a great honour, and testament to the hard work of The Scotsman and Scotland

on Sunday team. They give us fresh impetus to continue our work of serving readers unique, trustworthy Scottish

journalism every day.”

Kelly Crichton and James Trembath of NationalWorld

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

National World was a finalist in 6 categories this year at the 2023 AOP Digital Publishing Awards. Liz Percy-

Robb tells us “It was a pleasure to be in London to celebrate the best of the best in the digital publishing industry

as a guest of our partner Brand Metrics. Brand Metrics and National World entered a joint submission into The Best

use of Data Award category and I’m delighted to tell you, we won.”

The jury were hugely impressed by the scalable and strong partnerships created by National World across a

number of industries - this project has the potential to disrupt and make a big difference for SMEs.

“We were up against some strong contenders including Bauer, Independent, Sainsbury’s Nectar360, FT and

PWC/AOP/ISBA. National World works together with Brand Metrics to prove the effectiveness of advertising with

us to advertisers and agencies alike.” Liz explained.

Many internal National World teams have contributed in some way to the winning of this award with their hard work

and effort in this area.

“There is so much to be proud of that National World were nominated for so many of these prestigious awards. To

win in this particular category against such stiff competition is testament to the fact that we really are leading in this

space with SMEs and disrupting this space. It’s great that we have the ability to arm our salesforce with data to

prove the value of advertising with us and at no extra cost to the advertiser. Brand Metrics is also included in our

self-serve platform and we have seen interest in this from global publishers seeking to take their lead from us in

this space. Well done to everyone here at National World who plays their part in making Brand Metrics happen” –

Liz Percy-Robb.

Congratulations to the Yorkshire Post’s Head of Business and Features, Chris Burn, who was named

Local/Regional Journalist of the Year at this year’s Headlinemoney Awards. The awards celebrate excellence

across the financial media industry.

Speaking of his award Chris said: “I’m really delighted to have won Headline Money’s Local/Regional Journalist of

the Year prize. Being shortlisted alongside my great colleague Greg Wright was an honour in itself so to actually

win was a lovely surprise.

“It is the third time in six years that The Yorkshire Post business team has won at these prestigious national awards

– highlighting how fortunate I am to be part of such a great team.”

Express & Star readers grilled Sir Keir

Starmer on subjects including pensions, the

cost of living and the situation in the Middle

East during a visit to the newspaper’s

offices. The Labour leader took part in an

hour-long question-and-answer session at

the newspaper’s head office in

Wolverhampton city centre. He later went

on a tour of the editorial department, before

meeting members of the newspaper’s digital

team.

A panel of 30 Express & Star readers of all

ages and from a variety of different

backgrounds were invited in by the Express

& Star to put Sir Keir on the spot during the

visit.

The title has hosted visits in previous years

from every recent prime minister as well as

many opposition leaders.

E&S Editor Martin Wright said: “We were pleased to welcome Sir Keir and give readers the chance to speak to

him. They were able to ask anything they wanted and a large range of subjects were covered. The visit has provided

us with extensive material and video for both online and in print that will hopefully help our readers understand a

little more about what he and the Labour Party stand for.

“We look forward to being able to offer the same opportunity to all political parties in the run up to the general

election.”

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Exam Successes

Our reporters who sought senior status by undertaking the NQJ in 2023 met with impressive success. They deserve

great credit for passing 24 out of 29 exams in 2023, resulting in nine new senior journalists. Seven of those attained

an overall distinction, which underlines the exceptional quality of the company’s young reporters at present.

Special mention should be made of Toby Bryant, who was announced as the winner of the award for the best law

exam in the UK for the academic year. He scored 90 per cent. Although the awards for 2023/2024 have yet to be

decided, Tom Hardwick stands a better than reasonable chance of repeating the feat with his November mark of

88 per cent.

Even these pleasing scores don't do full justice, however, to the resourcefulness and fortitude on show from

candidates throughout the refreshers and mock exams. Congratulations to them all.

With trainer Nick Spoors taking up an invite to join the NCTJ’s exam board and Crispin Clark, the chief moderator

of the NQJ law exam, joining the team, 2024 looks bright for both editorial L&D and our young and talented

journalists.

National World hosted its annual conference and awards ceremony in Blackpool at the end of November,

which for the first time brought together representatives from all disciplines across the business.

Attended by 120 senior team members the conference covered wide ranging topics focused on leveraging

opportunities for growth in key strategic areas including video and AI along with case study presentations shining

a spotlight on the success of the Yorkshire Post and the strength in collaboration between Editorial and Commercial

which has reaped rewards for The Scotsman.

NationalWorld Conference Attendees

Focused breakout groups enabled all attendees to provide input to key areas of the strategy and brought together

many different views to form some key strategic projects for 2024.

The “Strictly Come Dancing” themed awards evening provided the opportunity to celebrate achievements across

the business, paying tribute to the hard work and commitment across all areas of expertise.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Winner Photograph of the Year: Tony Johnson, The Last Post at CWCG Stonefall Cemetery

Following the awards Mark Hollinshead, Chief Operating Officer, said:

“We were delighted to receive more than 200 entries across the wide-ranging award categories which spanned all

areas of expertise within the Company. The nominations received showcased the extraordinary talent, creativity

and expertise of our people across the National World business.

“Every nominee was a worthy candidate and the decision as to who would win each category was not made easy

for any of our judges.

“Editorial nominations once again showed the professionalism of our journalists across all disciplines, from video

and podcasts to investigations or the ability to bring a unique tone to the stories from our local communities.

“Our commercial nominations highlighted the grit and determination of our sales teams in a continually challenging

environment to deliver some great results and new initiatives throughout 2024.

“And this year's awards also provided a great opportunity to celebrate our expert support teams who continuously

dedicate their time to ensuring the smooth running of the business.

“The awards themselves brought the glitz and glamour of Blackpool to the evening as we celebrated the

achievement of our people in an evening full of laughter and pride.”

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

National World Award Winners 2023

National World Awards: Story/Campaign of the Year Winner Claudia Bowes (The Stolen Purse)

Community reporter Claudia Bowes scooped the Campaign of the Year Award at the National World Awards.

Claudia, who was among the final group of Meta reporters, was just six months into her role in Bridlington when

she wrote The Stolen Purse.

The story came to light after a local pub discovered a purse behind a radiator during some renovations work and it

wanted to reunite the purse with its owner. But in a remarkable twist the owner was in fact Claudia’s mum who had

lost it on a night out 27 years earlier.

National World Awards

- Front Page of the Year

The Luton News's coverage of Luton Town Football Club's

remarkable promotion to the Premier League was extremely popular

with our readers - with our weekly sales more than tripling.

We opted for a big celebration image for maximum impact, with the

front cover of our 16-page souvenir supplement also featuring on

the front page to ensure people knew this was a paper they couldn't

afford to miss out on thanks to our extensive coverage of the club's

play-off final success at Wembley over Coventry City.

Luton Town has always been a good sales driver and so it proved

here. Aside from many local shops selling out and asking for extra

copies, there were also an additional 1,000 online orders for the

paper (presumably from Luton fans that lived further afield and

wouldn’t usually get a paper). It all clearly demonstrates the public

still want a physical souvenir of such landmark occasions that they

can keep for years to come, in addition to reading our

comprehensive online coverage.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

2023 Content highlights

Below is some of our coverage of the King’s Coronation from across the National World portfolio. Both our

journalists and design teams pulled out all the stops and created some outstanding work to celebrate this

momentous occasion.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

City daily relaunches

Over the course of 2023, we relaunched all eight of our metro daily print titles, in a radical ‘re-imagining’ of the city

daily newspaper for a modern audience. This was not just a redesign, but a root and branch re-examination of how

we present news and information in a world where reading behaviour is changing fast and readers’ expectations

are high.

Each of our papers has been reordered to feature a mosaic of visual and storytelling devices to show our content

in completely new ways. Traditional narrative formats have been replaced with explainers, agenda pages,

infographics, photo overlays and digestible matrix summary spreads. Our aim is to give readers a complete briefing

on life in their city each day, highlighting why places such as Leeds, Sheffield and Edinburgh are exciting, vibrant

communities where it is great to live and work.

The eight titles are put together

by a team of print curators who

form National World’s Daily

Press Division. It is their job

each day to select the best and

most relevant content from our

digital teams, wires and

community contributors and

curate a dynamic package for

print.

The titles which have been

relaunched are:

Edinburgh Evening News

Sunderland Echo

Shields Gazette

Yorkshire Evening Post

Sheffield Star

Lancashire Post

Blackpool Gazette

Portsmouth News

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

The Yorkshire Post: campaigns

Save Sheffield Trees

A campaign born out of old-fashioned curiosity. Reporter Chris Burn had his interest piqued by a simple question:

why would life-long, law-abiding people risk their liberty to stand in the way of a tree on their street being cut down?

Having asked that question, Chris forged relationships with campaigners, leveraging the knowledge hive of the

Sheffield community to find out more about why they would risk arrest for trees.

Chris tapped into citizen-led research, using it as a springboard to answers. Poking the delta between council

claims and lived community experience. With millions of pounds of taxpayers’ money at stake, Chris refused to

accept the Establishment line that only dead or dying trees were being felled - invigorated by phalanxes of security

guards and police cordons at every felling, raising Chris’ suspicions - the campaign saved more than 11,000

Sheffield street trees from the axe.

It was awarded UK Press Gazette Regional Newspapers’ Campaign of the Year, 2023.

Loan Charge Scandal

Deputy Business Editor Greg Wright came across the loan charge scandal in early 2019, reading reports by All

Party Parliamentary groups which might be relevant to our readers. After years of persistence, Greg has exposed

- with help from Parliamentarians and scores of courageous witnesses - one of the biggest finance scandals of

modern times. Thousands of honest law-abiding taxpayers hit with crippling tax bills after acting on advice - usually

paid for - from regulated tax advisers.

It is a mis-selling scandal that nobody wants to talk about. HMRC has chosen to target its victims (including nurses

who risked their lives during the pandemic) instead of going after the wealthy crooks behind these dubious

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

schemes. We have discovered that at least 10 people have died by suicide as a direct result of the loan charge.

Evidence uncovered by Greg - working with MPs - provides compelling evidence that the loan charge was the

reason for suicide. Greg went to the lengths of tracking down the daughter of a man who died by suicide as a result

of the loan charge. She was adamant the loan charge (and sense of shame attached with it) was the reason her

father took his own life.

Greg’s campaigning, backed by The Yorkshire Post, has been cited in a debate in the House of Commons by Ruth

Cadberry, MP, and has placed pressure on the Government to find a fair resolution to reduce the suicide risk. The

Government, and HMRC, do not want this regional campaign to receive national attention - because they know

The Yorkshire Post is onto something.

World Division

The hustle and bustle of metropolitan city life is at the heart of what makes the World Division so special. Our

journalism is firmly rooted in the consumer middle market - breaking away from the traditional breaking news

agenda - and instead looking at how we “explain and entertain” through our expert journalists. Our distinctive digital-

only unit, made up of our flagship brand nationalworld.com and supported by our regional network of 17 cities, is

freed from the demands of print and instead we can focus our journalists’ time and attention on what matters most

to audiences. It’s about making sense of life in the cities we love and live in. We’re ambitious in our digital growth.

Complementing this will be a creative and entertaining video strategy at the forefront of all of our storytelling so our

journalists’ distinctive voices and experiences come to life on the screen too. It’s all about telling the stories of our

cities from their own unique perspectives and letting the personalities of our teams do the talking.

Each site has its own dedicated content agenda supported by specialist reporters, who are experts in their field,

but we are also joined through common content themes including consumer, travel and transport, health and

education. The unit uses its collective voice to channel through nationalworld.com to showcase the very best of life

in our cities through their flair and specialist knowledge.

Across 2024 we’re looking at how we put each of our cities on the map through campaigning and championing the

big issues in this Election year.

Events since the year end

The Group is in advanced stage discussions for a business disposal of Press Computer Systems Limited and

expects to complete this transaction on 31 March 2024.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Business Strategy

The Group’s strategy is:

“To create a premium content and sales business through implementation of a modern operating model across

multiple brands and platforms. This will be executed by driving organic growth of both new and existing portfolio

brands and by making acquisitions, all of which will continually enhance our digital capability and expand our

content inventory.”

Key pillars of growth

In a world of media commoditisation and increasing domination by a handful of large tech companies, National

World’s strategy is to create a new publishing business model. Following the initial acquisition of JPIMedia, in 2021,

we undertook a programme to ‘localise, energise, digitise and monetise’ the operation. In 2023 we built on this

foundation, including our acquisitions, to strengthen the following pillars:

● New Operating Model – Based around specialist digital content teams, with deep expertise in their topics,

creating content in all formats, and for all devices including newspapers. These teams work closely with

commercial colleagues to create high value strategic communications opportunities for advertisers.

● Customer Driven – A culture and operation built around putting the customer first, and using rich data

and insights into reader, viewer and listener behaviour to build and monetise a winning content

proposition.

● Digital Infrastructure – Using digital tools and processes to eliminate manual tasks so that our talented

teams can fully focus on creating and monetising brilliant content.

● Digital Growth – Building a digital culture that is fast moving and agile. Leveraging our customer driven

approach to react with dynamism and creativity in fulfilling customer needs. Diversifying our content into

all formats and devices, including new launches, and diversifying our revenues across advertising

segments, customer payments and ecommerce.

National World will retain, recruit and develop talented people, appropriately incentivised and motivated, and

provide them with the prerequisite digital skills that will aid the execution of its strategy.

The Company’s strategy will involve consolidation and change by combining acquired digital technology innovation

and traditional newspaper heritage assets in a new industry model designed to grow revenue by aggregation of

audiences and maximising efficiencies.

As the operating model can be applied to many territories, the Company will not be limited to particular geographic

regions.

Acquisitions and investments

In selecting acquisition and investment opportunities, the Board will focus on:

● bringing audience scale to verticals where we already have strong audiences, improving engagement

metrics and revenue volume; and

● help diversify our revenue streams and accelerate our drive into an innovative data led business.

The Company’s investments or acquisitions may be in companies, partnerships, special purpose vehicles, joint

ventures or direct interests in new digital applications or traditional publishing media assets where the Directors

believe the opportunity exists to apply the strategy and achieve improved financial returns. The Company will be

focused on those acquisitions that offer either a material shareholding and/or management control.

Key Performance Indicators

To monitor progress, the Board set four Key Performance Indicators (“KPIs”) for 2023 and performance against

these is set out in the table below:

● Digital audience.

In the period the Group achieved average monthly page views growth of 25% with an average audience

of 139 million in 2023, compared to 111 million in the prior period. Page view growth was 21% in the first

half, followed by 30% growth in the second half, aided by acquisitions.

The Group is targeting to deliver over 150 million average monthly page views in 2024, notwithstanding

the continual changes to algorithms by global technology platforms.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

● Revenue trends. Improve revenue trends with KPIs that monitor a transition from dependency on

newspaper sales to an accelerating digital performance.

Revenue improved by 5% year-on-year, a 7 percentage point improvement on the prior year. Strong

growth in digital revenue of 13% was partially offset by a 3% decline in newspaper circulation revenue.

The growth in digital revenue was achieved with strong growth in yields and video revenue. Digital

revenue represented 21% of Group revenue, representing an improvement on the 19% reported in 2022.

● EBITDA margin of at least 10%.

Adjusted EBITDA margin of 10.7%, marginally exceeded our target of at least 10% and represents a

decline of 0.8% compared to the prior year of 11.5%.

● Cash generation and financial flexibility to provide headroom for investment and the return of capital to

shareholders through either dividends and/or share buy backs.

Key metrics for monitoring financial flexibility are EBITDA margin and financial headroom. The Group

targeted a minimum adjusted EBITDA margin of 10% and delivered an adjusted EBITDA margin of 10.7%

for 2023 (2022: 11.5%). The intention is to have undrawn committed facilities and cash balances of 5%

of turnover per annum. At the end of 2023 the Group had cash of £10.7 million, after investment in seven

acquisitions, payment of the maiden dividend to shareholders totalling £1.4 million in relation to FY2022

performance, repaid the remaining £2.5 million deferred consideration and the £1.0 million loan notes.

The Group intends to pay a final dividend of 0.55 pence per share in relation to FY2023 performance,

subject to approval by shareholders at the forthcoming Annual General Meeting. The Board continues to

adopt a progressive dividend policy.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Financial review

Introduction

This Financial review provides commentary on the Group’s statutory and adjusted results for the 52 weeks ended

30 December 2023 (2022: 52 weeks ended 31 December 2022).

Basis of presentation of results

Adjusted results are presented to provide additional clarity and understanding of the Group’s underlying trading.

Adjusted results are before the implementation of IFRS 16, the amortisation of intangible assets and non-recurring

items. A reconciliation between Statutory and Adjusted results is shown in Note 31.

The seven acquisitions completed in the period are accounted for in the Consolidated Group results from the date

of acquisition in 2023 and therefore are not included in the 2022 comparatives.

Results for the 52 weeks ended 30 December 2023

The Group delivered a robust performance in 2023 bolstered by the seven acquisitions completed throughout the

period.

Adjusted results*

Statutory results

2023

2022

2023

2022

£m

Revenue

88.4

84.1

88.4

84.1

Operating costs

(78.9)

(74.4)

(78.6)

(73.7)

Depreciation and amortisation

(0.4)

(1.8)

(1.5)

Operating profit pre non-recurring items

9.1

9.3

8.0

8.9

Non-recurring items

(5.4)

(3.7)

Operating profit

9.1

9.3

2.6

5.2

Net finance income / (expense)

0.6

0.5

(0.1)

Profit before tax

9.7

9.3

3.1

5.1

Tax (charge) / credit

(2.2)

(1.8)

(0.4)

0.1

Profit after tax

7.5

2.7

5.2

EBITDA

9.5

9.7

4.5

6.8

Earnings per share (pence)

2.8

2.9

1.0

2.0

*Adjusted results are before non-recurring items, amortisation of intangible assets and implementation of IFRS 16. Note 31 provides a

reconciliation between Statutory and Adjusted results.

The Group delivered revenue of £88.4 million and adjusted operating profit of £9.1 million (2022: £84.1 million and

£9.3 million respectively) reflecting an operating margin of 10.3% (2022: 11.1%). Adjusted EBITDA was £9.5

million (2022: £9.7 million), reflecting an EBITDA margin of 10.7% (2022: 11.5%).

Statutory operating profit was £2.6 million after non-recurring items of £5.4 million reversing the net impact of

implementing IFRS 16 (£0.1 million credit) and after amortisation of publishing rights and titles and digital assets

(£1.0 million). A reconciliation from Statutory to Adjusted operating profit is provided on page 114.

Non-recurring items of £5.4 million includes £3.6 million restructuring costs to deliver £6.0 million of annualised

cost savings, £1.2 million of incomplete acquisition costs, £0.4 million of acquisition transaction costs, £0.1 million

property rationalisation costs and £0.1 million of ROUA impairment costs.

Adjusted financing income was £0.6 million (2022: £Nil million) comprising £0.7 million of interest income, offset by

£0.1 million interest on the £1.0 million interest only unsecured loan notes, which was repaid on 29 December

2023. Statutory financing income of £0.5 million (2022: £0.1 million financing cost) is £0.1 million lower than

adjusted financing income as this includes the interest for IFRS 16 lease liabilities.

Adjusted profit before tax of £9.7 million is an improvement of £0.4 million compared to the prior year, reflecting a

consistent operating profit performance and benefiting from higher finance income.

Statutory profit before tax was £3.1 million, compared to a prior year Statutory profit before tax of £5.1 million. The

£2.0 million reduction is due to higher non-recurring costs in 2023 compared to the prior year.

The Statutory tax charge was £0.4 million, (2022: £0.1 million tax credit) and relates to a deferred tax movement

with brought forward losses utilised in the period against taxable profits and remaining tax losses fully recognised

in the period. At the period end, the Group has brought forward losses of £17.9 million recognised as a deferred

tax asset (2022: £18.8 million recognised). The adjusted tax charge of £2.2 million (2022: £1.8 million) reflects an

effective tax rate of 23% (2022: 25% blended rate) and does not benefit from the brought forward tax losses so as

to provide a more meaningful and comparable financial result.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Earnings per share for the period were 1.0 pence per share (2022: 2.0 pence per share). Adjusted earnings per

share for the period were 2.8 pence per share (2022: 2.9 pence per share). The fall in adjusted earnings per share

reflects the May 2023 share issue required to satisfy the value creation share award.

Revenue

The table below provides a summary of revenue for the 52 weeks ended 30 December 2023 with comparatives for

the 52 weeks ended 31 December 2022.

Events revenue for 2022 has been reclassified in the table below to separately report £1.4 million of Events revenue

within the Other revenue category, which was previously reported within Print Advertising £1.1 million and Print

Other £0.3 million. There is no change to the Total Revenue reported in either year. This reporting change aligns

to the Group’s strategic focus on Events following the acquisition of Insider Media Limited and its subsidiary Newsco

Insider Limited. For 2023, £4.0 million of Events revenue is reported, which would have been reported as Print

Advertising £1.2 million and Print Other £2.8 million under the former revenue reporting format.

Revenue for the full year improved by £4.3 million to £88.4 million, a 5% year on year increase in a challenging

trading environment with the benefit from acquisitions.

2023

2022

Change

£m

Print Publishing Revenue

63.6

64.9

(1.3)

(2%)

Advertising

30.4

30.8

(0.4)

(1%)

Circulation

30.6

31.6

(1.0)

(3%)

Other

2.6

2.5

0.1

Digital Publishing Revenue

18.4

16.3

2.1

13%

Advertising

11.6

9.6

2.0

20%

Subscriptions

1.5

1.6

(0.1)

(6%)

Other

5.3

5.1

0.2

Other Revenue

6.4

2.9

3.5

120%

Editorial funding

1.8

1.5

0.3

20%

Events

4.0

1.4

2.6

191%

Other

0.6

Total Revenue

88.4

84.1

4.3

Print revenue

Print revenue comprises all revenue driven by the local newspaper titles, including all digital revenue packages

sold with print. Print revenue fell by 2% overall, with the second half of the year up 8%, benefiting from acquisitions.

Print Advertising revenue fell by 1% year on year. In the first half, revenue declined 13% on the prior year due to a

continued uncertain trading environment. Following the acquisitions of Midland News Association Limited and

Insider Media Limited, year on year performance grew by 12% in the second half of the year.

Circulation revenue fell by 3% year on year with a decline of 9% in the first half and growth of 4% in the second

half. Average monthly circulation volumes in the period were 1.6 million for the daily newspapers and 0.8 million

for the weekly newspapers representing an annual decline of 11% and 10% respectively. The impact of falling

volumes was partially mitigated by cover price increases, in addition to contributions from titles acquired during

2023. The second half circulation year on year volume decline for daily newspapers improved to -4% from -18% in

the first half and weekly newspapers improved to -7% from -12%. Free distribution increased by +66% year on

year, due to the acquisition of the Dearne Valley Weekender in May and MNA titles in September.

The Group continues to have a strong print subscriber base with print subscription revenue of £3.0 million (reported

within circulation revenue), flat year on year which is lower than the overall circulation revenue decline of 3%.

Other revenue, which includes syndication, leaflets and waste sales grew by 4%.

Digital revenue

Digital revenue comprises all revenue sold programmatically, digital-led direct sales, subscriptions, syndication and

revenue generated from the Google and Facebook content initiatives.

Digital revenue increased by 13% year on year, with growth of 7% in the first half, moving to 19% in the second

half with contribution from the acquisitions of Midland News Association Limited and Insider Media Limited.

Digital advertising revenue grew by 20% year on year, with revenue growth of 30% in the second half. Advertising

revenue is predominantly driven by audience and the Group had average monthly Page Views (PVs) of 139 million

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

(2022: 111 million PVs), growth of 25% including acquisitions or 8% excluding acquisitions. In 2023, video revenue

has grown to £1.5m, 87% year-on-year growth with 398 million video views (+12% year-on-year).

Subscription revenue decline of 6% to £1.5 million is due to a re-prioritisation of strategy from subscriptions to

audience growth and engagement in our heritage network, which resulted in a decline from our City World segment

in both volume and revenues from digital subscriptions of -16%. We saw growth across our premium brands,

refocusing and upgrading our digital offering, with new apps and websites being introduced, starting with The

Scotsman, Yorkshire Post and the NewsLetter. The Scotsman achieved a 6% annual subscription growth in 2023

since the changes. With the new products now in place we are well set up to increase our loyal customer base

even further in 2024, despite the possible market changes to cookies. The digital subscription model on Express

and Star and Shropshire Star was successfully launched in 2023. At the end of 2023, the Group had over 17,700

subscribers (December 2022: 17,000), with 7,400 from our Premium brands (2022: 7,100), offsetting the volume

decline in the City World portfolio and ensuring we delivered digital subscriber growth of 5% year on year.

Other digital revenue grew by 5% year on year and includes revenue of £2.3 million from the Google content

initiatives and £0.6 million from the Meta News Innovation agreement which ended in January 2024 (2022: £2.8

million Google / Meta).

Other revenue

Editorial funding reflects grants from the BBC for local democracy reporters and from Meta for the funding of 58

journalists.

Events revenue grew 191% reflecting the contribution from Insider Media Limited acquired on 30 April 2023.

Other revenue relates to recently acquired Press Computer Systems Limited.

Operating Costs

Operating costs for the 52 week period to 30 December 2023 are £85.4 million on a statutory basis and £79.3

million on an adjusted basis.

Adjusted results

Statutory results

2023

2022

2023

2022

£m

Labour

44.4

41.6

44.4

41.6

Newsprint and production costs

12.6

12.5

12.6

12.5

Depreciation and amortisation

0.4

1.8

1.5

Other

21.9

20.3

21.6

19.6

Total operating costs before non-recurring costs

79.3

74.8

80.4

75.2

Non-recurring items

5.4

3.7

Total operating costs

79.3

74.8

85.8

78.9

Adjusted operating costs are before:

● the implementation of IFRS 16 (increase in other costs of £0.3 million and a reduction in depreciation of

£0.4 million);

● the amortisation of intangible assets of £1.0 million; and

● non-recurring costs of £5.4 million.

During the period, the Group initiated a restructuring programme to drive efficiencies and tightly manage all

operating costs in line with revenue performance, which delivered incremental cost savings of £1.9 million in 2023

and annualised cost savings of £6.0 million.

Labour costs

The Group employed an average of 1,169 employees during the period with 1,251 employees as at 30 December

2023 (2022: 1,167 employed during the period and 1,099 employees at 1 January 2022).

Newsprint and production costs

Newsprint and production costs continue to be tightly managed with price increases in the first half of the year

partially mitigated by reduced print volumes, lower pagination and portfolio changes. Across the full year newsprint

prices have reduced by 5% year on year with price benefit coming through in the second half of the year.

Depreciation and amortisation

Adjusted depreciation relates to the tangible fixed assets, largely computer equipment and property related items,

with a charge of £0.4 million for the period (2022: £0.4 million). Statutory depreciation and amortisation is £1.4

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

million higher and includes amortisation of intangible assets of £0.5 million, amortisation of Digital Publishing assets

of £0.5 million and depreciation of Right of use assets (ROUA) of £0.4 million.

Other

Other costs comprise events costs, property, IT, digital product, administration and other operating costs. Adjusted

costs of £21.9 million are £0.3 million higher than Statutory other costs as they are before IFRS 16 costs.

Non-recurring items

Non-recurring items of £5.4 million (2022: £3.7 million) comprise of:

2023

2022

£m

Restructuring and redundancy costs

3.6

3.3

Incomplete acquisition costs

1.2

Acquisition transaction costs

0.4

Property rationalisation

0.1

ROUA impairment

0.1

Aborted transaction costs

0.3

Total Non-recurring items

5.4

3.7

Non-recurring items include:

● £3.6 million restructuring and redundancy costs have delivered in year savings of £1.9 million and

annualised savings of £6.0 million. Restructuring costs totalling £2.4 million have been paid in the period

with the remaining £1.2 million payable in 2024;

● £1.2 million of professional advisory fees were incurred in the period;

● £0.4 million of completed acquisitions professional advisory fees;

● £0.1 million property rationalisation cost and £0.1 million ROUA impairment relate to the early exit from

leased properties as the business continues to adopt a flexible working policy;

Financing charges

Net finance (income)/expense on a statutory and adjusted basis are:

Adjusted results

Statutory results

2023

2022

2023

2022

£m

Interest income

(0.7)

(0.2)

(0.7)

(0.2)

Interest expense from leasing arrangements

0.1

Interest on unsecured loan notes

0.1

0.2

0.1

0.2

Net finance (income)/expense

(0.6)

0.0

(0.5)

0.1

Interest income of £0.7 million was earned from cash held on deposit with Barclays bank attracting interest at the

BOE base rate less 5 basis points for the majority of 2023 (2022: £0.2 million).

Interest expense of £0.1 million on the interest-only unsecured loan notes (2022: £0.2 million). The £1.0 million

interest-only unsecured loan notes were repaid on 29 December 2023. No further interest is due on these loan

notes.

Statutory finance expense includes £0.1 million interest charge on IFRS 16 lease liabilities (2022: £0.1 million).

Profit before tax

Statutory profit before tax of £3.1 million is £2.0 million lower than the 2022 Statutory profit before tax of £5.1 million,

due to higher non-recurring items incurred in 2023 compared to the prior period.

Adjusted profit before tax of £9.7 million is before non-recurring items, the implementation of IFRS 16 and

amortisation of intangible assets (2022: £9.3 million).

Statutory tax credit and effective tax rate

The statutory tax rate for the period is 23.5% (2022: 19%), which was a blended rate due to the tax rate of 19% in

effect for the first quarter of 2023 changing to 25% from 1 April 2023, as substantively enacted by parliament in May

2021. A statutory tax charge of £0.4 million (11% effective rate) relates to the deferred tax movement with brought

forward losses utilised in the period against taxable profits and remaining tax losses fully recognised in the period.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

At the period end, the net deferred tax asset of £2.5 million includes £4.5 million of tax losses (gross brought

forward losses of £17.9 million calculated using a corporate tax rate of 25%), offset by £2.0 million of deferred tax

liabilities relating to intangible assets of which £1.5 million arises on acquisitions made in the period.

The adjusted profit before tax is £9.7 million and the adjusted tax rate is 23% with a £2.2 million adjusted tax charge

in the period (2022: £9.3 million profit before tax, £1.8 million tax charge, 19% adjusted tax rate). The adjusted tax

charge does not benefit from the brought forward tax losses so as to provide a more meaningful and comparable

financial result.

EBITDA

Statutory EBITDA for 2023 is £4.5 million (2022: £6.8 million), while adjusted EBITDA is £9.5 million for the period

(2022: £9.7 million). The higher adjusted EBITDA, compared to statutory EBITDA, reflects the restructuring driven

operating cost savings of £3.6 million in the period.

Earnings per share

Statutory earnings per share for the period were 1.0 pence per share (2022: 2.0 pence per share).

Adjusted earnings per share for the period were 2.8 pence per share (2022: 2.9 pence per share).

Reconciliation of statutory to adjusted operating profits

To ensure that the financial statements provide appropriate insight into the underlying performance of the Group,

additional disclosure has been made on the financial impact of a number of significant accounting and operational

items and therefore adjusted results are presented.

The adjustments include the cost of restructuring and organisational change, acquisition and capital raise costs,

amortisation of intangible assets and the impact of implementing IFRS 16. Management believe that it is

appropriate to additionally present the Alternative Performance Measures used by management in operating the

business, as this presents a more meaningful and comparable financial result.

The adjusted results provide supplementary analysis of the ‘underlying’ trading of the Group. The table below

presents a reconciliation between statutory and adjusted results:

2023

2022

£m

Statutory operating profit

2.6

5.2

Operating cost charge for IFRS 16 leases

(0.3)

(0.7)

Depreciation on right of use assets

0.4

0.6

Amortisation of intangible assets

1.0

0.5

Non-recurring items

5.4

3.7

Adjusted operating profit

9.1

9.3

Depreciation on tangible assets

0.4

Adjusted EBITDA

9.5

9.7

The reconciling items are:

• the implementation of IFRS 16 resulted in a lower charge for other overheads for leasing costs, increase

in depreciation of ROUA and a finance charge for the IFRS 16 lease liabilities. To ensure there is no

distortion to underlying EBITDA, the IFRS 16 entries have been reversed so the full cost of IFRS 16 leases

is included in other costs. Without this change EBITDA would be enhanced by £0.3 million (2022: £0.7

million);

• the amortisation charges of intangible assets were £0.5 million for publishing rights and titles (2022: £0.4

million), £0.4 million for digital assets (2022: £0.1 million) and £0.1 million for brand intangibles (2022:

£Nil);

• £5.4 million of non-recurring items (2022: £3.7 million).

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Balance sheet

As at

30 December 2023

As at

31 December 2022

£m

Non-current assets

30.4

16.9

Current assets

26.0

38.4

Assets classified as held for sale

1.0

Total assets

57.4

55.3

Current liabilities

(21.7)

(20.5)

Non-current liabilities

(0.2)

(0.8)

Liabilities classified as held for sale

(0.1)

Total liabilities

(21.9)

(21.3)

Net assets

35.5

34.0

Net assets increased by £1.5 million from £34.0 million to £35.5 million reflecting the £2.7 million statutory profit

after tax for the period, £0.2 million credit to long-term incentive plan share-based payment charges offset by £1.4

million dividend paid (in relation to FY2022 financial performance).

Non- current assets

Goodwill and intangible assets have increased by £8.1 million and £6.5 million respectively reflecting

acquisitions in the period.

The net deferred tax asset has decreased by £1.7 million to £2.5 million. The reduction reflects £1.3 million net

deferred tax liabilities arising on acquisitions and £0.5 million tax losses utilised in the period, partly offset by

brought forward tax losses which are recognised as deferred tax assets in the period. Gross brought forward losses

of £17.9 million (2022: £18.8 million) are recognised as a deferred tax asset at the period-end, calculated using a

corporate tax rate of 25%.

Current assets

Cash and cash equivalents of £10.7 million reduced by £16.3 million in the period, with £12.9 million spent on

acquisitions (net of cash acquired), the final £2.5 million deferred consideration payment made to JPIMedia Limited

and £1.4 million dividend paid to shareholders. The Group had robust operating cash flows in the period with £8.0

million of cash generated from operating activities before £3.6 million of restructuring costs paid.

Trade and other receivables increase of £4.0 million includes £2.7 million relating to acquisitions.

Current liabilities

Trade and other payables of £19.9 million (2022: £15.9 million) includes £4.5 million relating to acquisitions of

which £1.0 million is held for MNA restructuring accruals (for announced restructuring plans) and £1.0 million for

Newsco Insider deferred revenue.

Right of Use lease liabilities have increased by £0.3 million due to acquired leases net of lease payments.

The £1.0 million interest-only unsecured loan notes were repaid on 29 December 2023.

On 31 March 2023, the final tranche of £2.5 million deferred consideration payment was made to JPIMedia Limited

relating to the acquisition of JPIMedia Group.

Non-current liabilities

Right of Use lease liabilities of £0.2 million relates to vehicles.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Cash flow

Adjusted

Statutory

FY 2023

£m

Operating profit for the period

9.1

2.6

Amortisation of intangible assets

1.0

ROUA and tangible assets depreciation expense

0.4

0.8

ROUA impairment

0.1

Restructuring costs paid

(3.6)

Charge for share based payment

0.2

Net increase in provisions

(0.2)

Changes in working capital:

Increase in receivables

(0.7)

(Decrease))/Increase in payables

(2.6)

0.6

Net cash inflow from operating activities

2.6

4.4

Investing activities

Acquisition of subsidiaries

(16.5)

Cash acquired in subsidiaries

1.5

Completed transaction costs

(0.3)

Incomplete transaction costs

(0.5)

Interest earned

0.7

Acquisition of intangible assets

(1.7)

Purchases of tangible assets

(0.4)

Net cash outflow from investing activities

(16.4)

(17.3)

Financing activities

Interest paid

(0.1)

Dividend paid

(1.4)

Interest element of lease rental payments

(0.1)

Principal repayment of leases

(0.8)

Debt repayment

(1.0)

Net cash outflow from financing activities

(2.5)

(3.4)

Net increase in cash and cash equivalents

(16.3)

Cash and cash equivalents at the beginning of the period

27.0

Cash and cash equivalents at the end of the period

10.7

The conversion of adjusted operating profit of £9.1 million into cash is 63% (£5.8 million comprising cash inflow

from operating activities before restructuring costs and after purchases of tangible assets).

As at 30 December 2023, the Company held £10.7 million (2022: £27.0 million) of cash. This is after the maiden

dividend relating to FY22 performance of £1.4 million paid in the period and £15.4 million paid on acquisitions (net

of cash acquired), comprising:

• the final tranche of the £2.5 million of deferred consideration for the JPIMedia Group acquisition;

• £12.5 million on the business acquisitions (Note 24); and

• £0.4 million for the asset purchases.

Robust operating cash generation, the benefit of restructuring and low capital expenditure ensured the Group

maintains a substantial cash balance and retains financial flexibility.

Capital Expenditure

During the year, the Group incurred capital expenditure of £1.8 million including £1.4 million on digital website and

product development and £0.4 million on IT equipment, predominantly video equipment and laptops. For 2024,

capital expenditure is expected to be c£2.0 million with continued digital investment and replacement of certain

systems and IT equipment as it approaches the end of its useful life. Beyond 2024, capital expenditure is expected

to be limited to c£1.5 million per annum.

IFRS 16 lease commitment payments were £0.8 million in 2023, with annual payments expected to reduce to c£0.4

million over the next three years as the Group continues to rationalise its property portfolio by moving to more

flexible short term serviced accommodation. The rationalisation of the property portfolio continued in the period,

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

with three properties fully vacated as the Group adopted flexible working. A £0.2 million property rationalisation

provision is held at the year-end (Note 22).

Dividends

The Board is committed to provide strong returns to shareholders through a combination of share price growth and

income. To ensure the Group maintains financial flexibility and an appropriate level of financial headroom for

investment and working capital, dividend payments will be aligned to the free cash generation of the business. The

free cash generation for the purposes of assessing the dividend will be the net cash flow generated by the Group

before the repayment of debt, dividend payments and other capital returns to shareholders.

The Group intends to pay a final dividend of 0.55 pence per share in relation to the FY2023 financial performance.

Subject to approval by shareholders at the forthcoming Annual General Meeting, the dividend will be paid on 10

July 2024 to shareholders on the register at 7 June 2024. The Board continues to adopt a progressive dividend

policy.

Current trading and outlook

The Group maintains its performance expectation for 2024 to deliver revenue of £100 million, with an improved

EBITDA margin.

In Quarter 1 2024, our EBITDA target is slightly higher than internal expectations with total revenue slightly lower

than internal expectations. There is still some continuing market volatility as audience and programmatic yields are

impacted by algorithm changes in the global platforms.

Therefore, management's continuing development of a sustainable and independent revenue model addresses

these headwinds. Initiatives include focus on an original quality content agenda across all platforms that does not

duplicate other providers as well as further technology enhancements to gather greater volumes of content and

streamline production.

Management continues to pursue acquisition opportunities, primarily targeting businesses that will enhance the

Group's digital capability.

Position of Company's Business

As at 30 December 2023 the Company's Statement of Financial Position shows net assets totalling £30.3 million

(2022: £28.6 million), including a cash balance of £2.0 million (2022: £22.0 million) and intercompany receivables

of £17.9 million relating to National World Publishing Limited. The Company has liabilities of £1.6 million trade and

other payables of which £1.1 million were settled in January and February 2024.

The Board Executives have a good history of running businesses that have been compliant with all relevant laws

and regulations and there have been no instances of non-compliance in respect of environmental matters.

At the period-end, the Company has four Executive Directors and three Non-Executive Directors (2022: two

Executive Directors and four Non-Executive Directors).

The Company endeavours to ensure that its employment practices consider the necessary diversity requirements

and compliance with all employment laws. The Board has experience in dealing with such issues and sufficient

training and qualifications to ensure they meet such requirements.

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to

follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into

its operational procedures to consider the impact of the UK Bribery Act 2010 and the Board has adopted an anti-

corruption and anti-bribery policy.

Sheree Manning

Chief Financial Officer

21 March 2024

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Principal Risks and Uncertainties

The Company operates in an uncertain environment and is subject to a number of principal risks. The principal

risks in 2023 and 2022 are summarised in the table below:

2022

2023

Update

Strategy

Retained with a broader

coverage of risks

Cyber security and data migration

Retained as a key risk

Infrastructure and operations

Retained as a key risk

Data Protection

Retained as a key risk

People

New key risk added for 2023

In 2023, we identified a new risk on our risk register of climate change, and we are formulating our net zero plan.

This risk is not considered a principal risk.

The Board has undertaken a detailed risk assessment and considers the following principal risks to the Company’s

activities although it should be noted that this list is not exhaustive and that other risk factors not presently known

or currently deemed immaterial may apply.

Issue

Risk/Uncertainty

Mitigation

Update

Strategy

macroeconomic

conditions

The company continues to

carefully monitor global

and UK macroeconomic

variables and the impact

they may have on the

media economy and

specifically consumer

expenditure and business

confidence. With inflation

and interest rates at

generational highs the cost

of living crisis will reduce

household disposable

income and therefore

impact retail activity and

spend on other non-

essential services. All the

major global tech platforms

and digital brands are

adapting their resource

structure to counteract the

recessionary impact on

forecasted digital

advertising levels. Our new

operating model is being

shaped to refocus our

business on a new content

strategy to increase

engagement levels with

our customers and also to

target new clients with a

new multimedia

proposition to maximise

revenue opportunities

during the expected

downturn.

The Board has a very

experienced

management team that is

highly motivated to

deliver its strategy.

The Executive Directors

are fully engaged on the

operating performance of

the business and regular

updates are provided to

the Board on strategic

initiatives.

The Board and

Executive Directors

remain focused on

ensuring the delivery

of the Group strategy.

The Executive

Directors carefully

consider the

geopolitical challenges

and economic

uncertainty and

pressures this has on

the financial

performance of the

Group. Timely action

is taken to manage the

cost base.

The Executive

Directors consider AI

technologies and new

platforms and entrants

to the market on an

ongoing basis.

Cyber security

and data

migration

The Group is at risk of a

cyber-attack on systems

and websites.

In-line with industry best-

practice, multiple layers of

security systems are in-

place. These include

managed firewalls,

managed DDoS protection,

anti-virus software, Single-

Sign-On, ransomware

A strategic programme

to migrate all of our core

system to Google Cloud

Platform has been

completed. Cyber

insurance policy is in

place; however this

doesn't currently extend

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Issue

Risk/Uncertainty

Mitigation

Update

protection and a managed

email platform t

hat has a

number of sophisticated

security configurations

built-in.

The principal news

websites are hosted

independently of the main

IT infrastructure on

Amazon Web Services

under the management of

a third-party vendor.

The change advisory board

regularly review the internal

risk register and update

accordingly in response to

any identified issues.

to our recent

acquisitions, Business

Insider, and MNA.

During March 2024, the

Insider is expected to be

fully migrated across to

National World and will

be part of the NW policy.

We have added a

number of security

improvements to our

recent acquisitions,

whilst the integration of

acquisitions is in

progress.

Infrastructure and

operations

The Group is reliant on an

effective and efficient

infrastructure to support its

operations. This includes a

robust: IT Infrastructure,

regulatory compliance

framework, financial control

environment and contracts

with suppliers, in particular

for our websites and

printing and distribution of

our newspapers.

The operations of the

Group will be adversely

impacted by issues due to

the loss of key

infrastructure, weaknesses

in the control environment

and loss of key suppliers.

The Group has

established a risk

management framework

which is overseen by the

Risk Management

Committee and includes

senior management

representing all

operations across the

Group.

A strategic programme is

in place to migrate all

existing IT infrastructure

to Google's Cloud

Platform. As well as

providing increased

physical security and

resilience, this migration

will provide an

opportunity for a review

of the cyber security risks

for each workload being

migrated and a reduction

in the total number of

systems in operation.

A strategic programme

to migrate all of our

core system to Google

Cloud Platform has

been completed. Cyber

insurance policy is in

place, however this

doesn't currently

extend to our recent

acquisitions, Insider

Media, and MNA.

During March 2024, the

Insider is expected to

be fully migrated across

to National World and

will be part of the NW

policy. We have added

a number of security

improvements to our

recent acquisitions,

whilst the integration of

acquisitions is in

progress.

Data Protection -

GDPR

Legal Counsel conducts

assessments of data

quality. Use of data is

overseen by Legal Counsel

and advice is sought by

sales and marketing teams

as and when data is being

sourced. Implementation of

GDPR is subject to

ongoing monitoring and

this includes mandatory

company training, and

working with IT and any

other relevant

departments, as required.

The Data Protection

Officer, IT Business

Systems Director and IT

& Operations Director

ensure that all systems

are UK GDPR & PCI

compliant and that

agents are updating the

customer records in the

CRM to ensure we are

compliant and to ensure

data is captured and

managed within the ICO

guidelines and GDPR

requirements.

Regular review of

policies and processes

are conducted

including the

population of Record

of Processing Activity

and data mapping

across the company to

ensure UK GDPR

compliance of all data

processing across the

business.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Issue

Risk/Uncertainty

Mitigation

Update

All new supplier contracts

are reviewed by Legal

Counsel to ensure all

required data protection

provisions are included

and signed up to by the

supplier. All contracts are

reviewed by the Legal

team prior to signing.

Intra-group data sharing

agreement now

complete. GDPR

compliance across the

Group is the subject of an

ongoing improvement

programme.

People

Loss of key senior

management would restrict

our ability to deliver the

Group strategy

Review of succession

planning.

Review all aspects of

remuneration and

incentives in line with the

pivoting of the business

model to original content,

developing a long term

committed and engaged

customer base and

enduring commercial

partnerships.

This is a new risk for

2023.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Group prospects and going concern

The Directors have assessed the Group’s prospects, both as a going concern and its long-term viability, at the time

of the approval of National World plc’s Annual Report for the 52 weeks ended 30 December 2023. The Directors

consider it appropriate to adopt the going concern basis of accounting in the preparation of the Group's annual

consolidated financial accounts. The assessment was based on review of the three year projections for the

business which were considered by the Board when approving the budget for 2024. Management believe that a

longer term assessment is not appropriate given the ongoing structural challenges facing print media and the

changing landscape for digital. Key considerations in the assessment were:

• decline in newspapers revenue;

• the ongoing impact of the macroeconomic conditions on revenue;

• management’s ongoing mitigating actions in place to manage costs and cash flow;

• capital expenditure requirements, including the ongoing maintenance capital expenditure requirements;

and

• investment in digital resource and development.

Sensitivity analysis was applied to the projections to determine the potential impact should the principal risks and

uncertainties occur, individually or in combination. The Board also assessed the likely effectiveness of any

proposed mitigating actions.

Whilst the Group strategy is to grow through acquisition and organic development, no acquisitions have been

assumed in the projections as there is no certainty that acquisitions will be concluded. Prior to proceeding with any

acquisition, the three-year projections will be updated to ensure there is no adverse impact on the Group prospects

or going concern resulting from an acquisition.

The review concluded that the Group maintained significant financial flexibility with cash of £10.7 million as at 30

December 2023 and the Directors are satisfied that the Group will be able to operate with sufficient financial

flexibility and headroom for the foreseeable future,

which comprises the period of at least 12 months from the date

of approval of the financial statements.

The Directors have a reasonable expectation that the Company and the Group will be able to continue in operation

and meet its liabilities as they fall due over the period of their assessment.

Composition of the Board

A full analysis of the Board, its function, composition and policies, is included in the Governance Report on pages

49 to 50.

Capital structure

The Company's capital consists of ordinary shares which rank pari passu in all respects and which are admitted to

Standard Listing and to trading on the Main Market of the London Stock Exchange. There are no restrictions on

the transfer of securities in the ordinary shares of the Company or restrictions on voting rights and none of the

ordinary shares are owned or controlled by employee share schemes. With the exception of an arrangement with

Media Concierge (Holdings) Limited which has the right to appoint two Non-Executive Directors if it maintains a

shareholding of greater than 20% or one Non-Executive Director if it maintains a shareholding of greater than 15%,

there are no arrangements in place between shareholders that are known to the Company that may restrict voting

rights, restrict the transfer of securities, result in the appointment or replacement of Directors, amend the

Company's Articles of Association or restrict the powers of the Company's Directors, including in relation to the

issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party

that take effect after or terminate upon, a change of control of the Company following a takeover bid or

arrangements between the Company and its Directors or employees providing for compensation for loss of office

or employment (whether through resignation, purported redundancy or otherwise) that may occur because of a

takeover bid.

Corporate Social Responsibility

As a significant presence in communities across the country, and online, we continue to ensure that our business

activities meet with key sustainability and efficiency principles. We are a committed equal opportunity employer

and abide by all fair employment practices.

Our People

Our people continue to be our greatest asset, they remain at the core of our business. They have continued to

drive performance and progress despite a challenging year as a result of further restructuring and the turbulence

of industrial action which impacted the business in the autumn. Our teams have once again demonstrated

resilience, commitment and dedication, and a culture of collaboration and cross functional working to ensure the

continued future success of the business.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Gender split of employees

At the year end, the Group had a total of 1,259 employees (41% female, 59% male) including 661 employees

working in content creation roles (53%), and 260 employees working in commercial (21%).

Gender Split: National World Employees

Gender Split: National World Senior Management Team

Gender Pay Gap

Our reportable gender pay gap data is specific to National World Publishing Ltd which is the only operating

company within the National World plc Group employing over 250 staff. For transparency, however, we are

publishing gender pay gap data for the National World plc Group as a whole.

The median pay gap increased slightly from 9.2% in 2022 to 10% in 2023 however the mean pay gap decreased

from 10.6% in 2022 to 10% in 2023. We saw a continued shift in bonus levels with females receiving higher bonus

payment than males for the second year. Whilst senior sales roles continue to be held predominantly by males, the

significantly high percentage of females employed in sales roles, (which reflect the area of our business where the

majority of our bonus schemes operate) means that the bonus pay gap remains a negative figure.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

The data demonstrates that, taken as a whole, men are paid higher than women across the National World plc

Group, and that there has been limited improvement on these statistics in the previous 12 months. We employ

more men than women in senior roles and this is largely responsible for driving the variance. We employ more

females across our sales teams which has resulted in a continued shift in our bonus pay gap. The gap in hourly

rate has seen negligible movement between 2022 and 2023 and we will strive to make improvements to this by the

focus on individual performance and reward.

% pay difference between men and women

2023 2022

Mean Median Mean Median

Hourly Pay 10.0% 10.0% 10.6% 9.2%

Bonus difference -7.7% -7.8% -6.7% -2.4%

% of employees paid a bonus

Bonus received

2023 2022

Male 8.6% 10%

Female 24.5% 27%

Alongside our review process we aim to:

• Reduce the gender pay gap

• Increase the gender balance in our senior management team through best practice recruitment and

career development practices

• Encourage diverse candidate applications for all roles by reviewing our recruitment processes and

identifying recruitment platforms aimed at attracting diversity

• Build on and regularly review diversity, equality and inclusion (DEI) data collection to identify areas of

the business where gender differentials are prevalent with a view to addressing these issues promptly

• Ensure all staff are trained in diversity, equality and inclusion and that recruiting managers understand

their responsibilities in recruiting staff who represent the diverse communities we serve

• Transition away from outdated pay scales and remuneration methodology to ensure that all staff,

regardless of gender, are rewarded for their individual contribution to the business

• Increase gender diversity of our Board members

Continuing to support our agile workforce

In line with our property strategy, and with the majority of our workforce now classified as home or hybrid workers

we have continued to review all current office requirements with four office shrinkages taking place throughout

2023.

At the year-end, the Group had 360 agile or hybrid workers, and 600 home workers, with the remaining 299 staff

working from office locations or in the field.

Employee development

The absence of any major systems rollout in 2023, has allowed us to focus on supporting our teams to meet

company objectives.

In editorial, this has largely been directed at video, with the deployment of new equipment to content staff and the

establishment of an online course and work starting on an academy designed to help journalists reach the

standards required to contribute to our TV channel.

Commercially, our new induction programme has been well received and we have also worked with local teams to

identify and act on development areas, particularly digital sales and the call process.

Across the business, our management development programme has proved so successful that we are doubling

the number of participants for 2024, and we have also launched new pre-boarding and on-boarding programmes.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Looking forward, our priorities for 2024 will be updating our learning management systems to provide managers

with the information they need to support the development of their staff, as well as establishing a training process

which focuses on putting learning into practice as opposed to knowledge tests.

Health, safety, wellbeing and employee benefits

Employee safeguarding and whistleblowing

Face to face contact with colleagues continues to be limited as a result of agile working and it is vital that we ensure

every individual feels safe in the workplace (be that home, office or another location), is treated with respect and

has the ability to raise any concerns they may have about any aspect of their employment and/or the business. In

light of this we keep our Code of Conduct under review.

National World continues to partner with SeeHearSpeakUp to provide a confidential whistleblowing hotline to

enable employees to report any concerns they may have and staff are reminded on an annual basis of this facility.

All employees who have joined us through acquisitions have been provided information relating to this service.

Alongside this, we continue to provide our Employee Assistance Programme (EAP) provided by Health Assured.

EAP is a confidential employee benefit designed to help deal with personal and professional problems that could

be affecting employee home or work life, health and general wellbeing. The helpline is available 24/7, 365 days a

year and benefits available through this programme include counselling and legal information and guidance along

with an online health and wellbeing portal accessible to whenever it is required.

Wellbeing and employee benefits

Following the launch of our National World Wellbeing strategy during 2022, we have continued to build our

wellbeing resources throughout 2023, taking the following actions to support the wellbeing of staff across the

business:

• Launched Simply Health, our paid healthcare scheme to all staff across the business. As a result, 428

employees now benefit from this health cover with 395 claims made during 2023, saving employees

£17,000 in healthcare costs.

• Continued to promote our Mental Health First Aid campaign, increasing our Mental Health Champions

to thirteen colleagues across the business who have all obtained their NCFE CACHE accredited Mental

Health First Aid & Mental Health Advocacy in the Workplace qualification providing them with the tools

and techniques on how to deal with mental health conversations.

• Partnered with The Printing Charity to broaden our offering of wellbeing resources providing an

alternative route to access emotional and practical support from the only dedicated charity for people in

the publishing sector.

• Continued to promote the support available via both our Employee Assistance Programme and NHS

recommended Thrive Mental Wellbeing app.

• In recognition of the increase in social media abuse across the industry, launched our Social Media

Abuse training for journalists to provide guidance and support in handling the growing trend of online

abuse.

• Provided training to all staff in relation to the importance of being alert to signs of Modern Day Slavery

and published our Modern Day Slavery & Human Trafficking Policy.

• Extended access to our whistleblowing helpline to all employees who joined us through acquisitions.

• Redesigned our Long Service Award offering to recognise service to the business at 10 year intervals,

reflecting a more modern approach to workplace recognition.

Business ethics

We are members of the Independent Press Standards Organisation (IPSO) and operate an internal Editorial

Governance Committee with the remit of ensuring effective compliance with IPSO guidance and adjudications as

well as all other relevant legislation and editorial guidance. The Committee regularly reviews relevant policies and

procedures; it also feeds back to IPSO via the ‘responsible person’ on behalf of the Group following regular

consultation with the Group’s Editorial Board. The editorial policies and procedures help to ensure that the business

as a whole is able to effectively and consistently deal with relevant editorial issues. This continues to be an

important objective for the business in addressing its commitment to responsible and ethical journalism. We believe

that the low numbers of adjudications upheld by IPSO in relation to our publications (none were upheld in 2023)

help to demonstrate the effectiveness of our policies and procedures.

We are also focused on prioritising our digital rights and responsibilities, and our ethical conduct, as well as data

security and privacy; and we strive to tackle challenging issues proactively by seeking to make our communications

and processes simple, open and transparent.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Modern Slavery

National World has in place a number of actions to understand all potential modern slavery risks related to its

business and has put in place steps that are aimed at ensuring that there is no slavery or human trafficking in its

own business and its supply chains.

National World is committed to operating all of its Group’s business activities to the highest standards of business

ethics and integrity. We have zero tolerance to slavery and human trafficking, and we are committed to continually

improving our practices to combat slavery and human trafficking. As part of our commitment, we have a dedicated

compliance team which consists of individuals from our Central Services, Legal and Human Resources

departments.

In light of the obligation to report on measures to ensure that all parts of our business and supply chain are slavery

free, we have put in place a designated Modern Slavery and Human Trafficking Policy, to demonstrate our

commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing

effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply

chains.

We are undertaking the following activities on an ongoing basis to assess and address these risks:

• Conducting an internal risk assessment to identify which of the Group’s suppliers are most likely to

manufacture goods or provide services in countries and/or sectors where modern forms of slavery are

more likely to be prevalent;

• Consulting with those suppliers whom we have identified as presenting significant inherent risk in order

to understand more about their own businesses, supply chains and the steps they have taken to reduce

the risk of slavery and human trafficking;

• Reviewing the Group’s existing contractual arrangements and identifying ways these can be

strengthened to further reduce the risk of slavery and human trafficking in our businesses and supply

chains; and

• Providing anti-slavery training to key staff in accordance with the Modern Slavery Act 2015.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Environmental footprint and mitigation

Task Force on Climate-related Financial Disclosures (TCFD)

As a UK standard-listed company, we report on a ‘comply or explain’ basis against the recommendations of the

TCFD. We are not yet consistent with all TCFD criteria as this is the first year when we have expanded our work

on this area, we are on a continuous journey to implement all criteria. We are partially compliant with ten of TCFD’s

recommendations and non-compliant with one, as explained in the following table. The Group has expanded in

2023 and has plans in 2024 to form an Environmental, Social and Governance committee and establish our

reporting process to enable further compliance.

TCFD

recommendation

Response

TCFD

consistency

Disclosure

location

GOVERNANCE

Describe the Board’s

oversight of climate-

related risks and

opportunities

The Group operates in a challenged sector and is

undergoing transformational change, having acquired

JPIMedia in 2021, and making seven acquisitions in

2023.

The Board is responsible for our climate ambition,

strategy and risk.

Following the expansion of the wider Group with the

acquisitions made in 2023, the Group intends to form

an Environmental, Social and Governance committee

(ESG) in 2024. The ESG committee will set and have

oversight of our ESG targets and report to the Board.

Partial

ESG report,

page 44-47

Describe

management’s role in

assessing and

managing climate

related risks and

opportunities

STRATEGY

Describe the climate-

related risks and

opportunities the

organisation has

identified over the short,

medium, and long term

We face a broad range of climate related risks,

including energy costs, printing costs, newsprint supply

and supply chain.

In 2023, we identified a new risk relating to climate

change and we are formulating our net zero plan.

To ensure the resilience of our strategy, we must be

prepared for the challenges and opportunities posed by

climate change, and there are a number of key

initiatives now at an advanced stage of development

which will help propel a new sustainable model that will

be evidenced during 2024.

Partial

Strategy,

page 12

ESG report,

page 44-47

Describe the impact of

climate-

related risks

and opportunities on the

organisation’s

businesses, strategy

and financial planning

The impact of climate related risks, including energy

costs, printing costs, newsprint supply and supply

chain impacts (including distribution costs) is likely to

be moderate on the business.

The Strategic Report (pages 42 – 48

) sets out the

summary of 2023 performance and the actions that the

Group has taken to mitigate or reduce climate change

impacts and risk.

are on a continuous journey to implement and

establish targets for our GHG reduction targets. We

would expect to complete this in 2025.

Target setting has been delayed due to expansion of

the wider Group with acquisitions made in 2023 and

the integration of those acquisitions into the Group.

We monitor Scope 1, 2 and 3 emissions but we do not

yet explicitly report climate risks related to Scope 1, 2

and 3.

Partial

ESG report,

page 44-47

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

TCFD

recommendation

Response

TCFD

consistency

Disclosure

location

STRATEGY

Describe the resilience

of the organisation’s

strategy, taking into

consideration different

climate-related

scenarios, including a

2°C or lower scenario

We have not determined the resilience of all climate

related risks as

we are on a continuous journey to

implement all criteria.

We would expect to complete this in 2025/2026.

Non-compliant

ESG report,

page 44-47

RISK MANAGEMENT

Describe the

organisation’s

processes for

identifying and

assessing climate

related risks

All areas of the business are subject to regular risk

identification, assessment and review.

In 2023, we identified a new risk, on our risk register,

relating to climate change and we are formulating our

net zero plan.

We continue to review climate-related risks as part of

our overall risk management framework.

We need to establish a process whereby metrics and

targets are monitored and reported regularly and will

complete this in 2024.

We will establish the ESG committee in 2024, and

need to ensure that realistic targets are set and work

towards this.

Partial:

Principal

risks, page

34-36

Describe the

organisation’s

processes for managing

climate-related risks

Describe how

processes for

identifying, assessing,

and managing climate

related risks are

integrated into the

organisation’s overall

risk management

TCFD

recommendation

Response

TCFD

consistency

Disclosure

location

METRICS AND TARGETS

Disclose the metrics

used by the

organisation to assess

climate-

related risks

and opportunities in line

with its strategy and risk

management process

Scope 1, 2 and 3 GHG emissions are monitored and

reported annually.

Monitoring and reporting regularly on the metrics and

targets has been delayed due to expansion of the wider

Group with acquisitions made in 2023

and the

integration of those acquisitions into the Group.

We are not in a position to record carbon from non-

vehicle travel, planes, trains nor can we report on press

trips taken by journalists but paid for by third parties.

The climate change targets are set out on page 45.

Scope 1, 2 and 3 GHG emissions are monitored and

reported annually, however, w

e currently have no

specific metrics to assess each key risk and

opportunity.

Partial:

ESG report,

page 44-47

Disclose Scope 1,

Scope 2, and, if

appropriate, Scope 3

greenhouse gas (GHG)

emissions, and the

related risks

Describe the targets

used by the

organisation to manage

climate related risks and

opportunities and

performance against

targets

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Summary of 2023 performance

Given the ongoing restructuring of the business, including continued review of office requirements and the

acquisitions made during the year we have not finalised GHG reduction targets. These significant changes will

impact our base emissions and management plan to establish targets once the restructuring is complete.

All the Electricity directly under management control was 100% renewable.

Climate Change

We recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from burning

fossil fuels.

We have delayed our plan to publish targets across 2023/2024 as a result of the acquisitions made in the year. We

have continued to make progress in reducing emissions in our offices during 2023. Total GHG emissions

associated with activities under direct control of management (Scope 1 and 2 emissions) fell by 21% in 2023 versus

2022. Business Travel using company vehicles decreased by 56% this in part offsetting an increase in employees

using their own vehicles after a decision that we would no longer order petrol or diesel vehicles to use as company

cars. In terms of Energy efficiency, our energy usage was reduced in 2023 as we have closed buildings under

management direct control, the small number of offices where electricity is under management direct control had

reductions of 40% in 2023 versus 2022.

Environmental

The Group is committed to meet its environmental responsibilities, including monitoring the impact of its business

activities on the environment and to design and implement policies to reduce any damage to the environment that

may be caused by its activities.

The company car fleet is leased as the vehicles are newer and more efficient and play a part in improving our

environmental performance. The Group company car policy has been updated, with those opting to remain in the

scheme now only able to order fully electric or plug-in hybrid vehicles. The remaining leased Petrol or Diesel

vehicles are expected to be returned by the end of 2025 not including the vehicles that were included within the

acquisitions made in 2023 these vehicles will be removed from the fleet at the end of their leases, this is expected

by 2028. The Group has 96 leased cars (2022: 54) with a 57 increase from recent acquisitions, including a small

van fleet of 3 vehicles. 38% of the leased vehicles are now either fully electric or plug-in hybrid electric vehicles

(2022: 2%)

The Group changed its print supplier in 2023. Whilst we do not directly control the Electricity consumed in printing

our products we continue to work with suppliers who are best in class and the new suppliers printing facilities are

as efficient as the previous supplier.

Following the acquisition of Midland Association Media in Q4 2023 we have moved the distribution of its products

to wholesale as a result we will not be running our own vehicles, but are instead sharing routes to retail with other

publications, which is expected to have a positive impact on the carbon footprint going forward.

A strategic programme to migrate all of our core systems to Google Cloud Platform was completed in 2023. Cloud

providers like Google can leverage their scale and invest in green technologies, the environmental impact of moving

to the cloud versus using on-premises data centres depends on various factors, including the specific practices of

the cloud provider, the efficiency of the on-premises data centre, and the renewable energy mix. It's essential for

organisations to consider these factors and continually assess and optimise their IT infrastructure for environmental

sustainability.

Employees working from home has continued to be the norm during 2023 with almost all employees spending

some or all of their time at home. Our teams make use of video meetings wherever possible, allowing collaborative

working to continue remotely.

Supply Chain

Contract Printing and Product Distribution Services

The Groups newspapers are printed at outsourced locations. The Group entered a new three-year contract with

Newsquest Printing in late 2023. Key contractors measure and report the energy consumption and carbon

emissions associated with the work they undertake on our behalf. We remain committed to maximising the use of

recycled paper through our contracted printing and product distribution services.

Transparency in supply chains

The Group is committed to ensuring that there is no slavery or human trafficking in our supply chains or in any part

of our business. We expect our suppliers to adhere to the requirements of the Modern Slavery Act 2015, and we

will undertake all reasonable and practical steps to ensure that these standards are implemented within our supply

chain.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

We maintain strong working relationships with our suppliers and partners, in order to enhance the efficiency of our

business and create value, and make sure we treat suppliers in line with our values and ethical standards. We

continually assess our supplier and partner network, and leverage both internal and external expertise to ensure

appropriate relationships and fair economics.

Facilities and Office Environments

Management engages with its office providers and its facilities management provider to ensure a safe working

environment for our employees.

Environmental management is overseen by the Executive Management team. National World complies with the

Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013. We are also reporting in

compliance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 known as SECR (Streamlined Energy Carbon Reporting). Energy consumption and GHG

emissions have been calculated in line with the UK Government’s Environmental Reporting Guidelines; including

streamlined energy and carbon reporting guidance (March 2019).

There were no prosecutions or compliance notices for breaches of environmental legislation during 2023.

Climate Change Targets

The Group made further acquisitions in 2023 and has continued to build clear targets to support the environment.

Progress in 2023 is set out below:

Climate Change

Targets

Progress in 2023

2024 Onwards Target

Publish a medium-

term carbon emission

target by the end of

2024

With the acquisitions made in the year and the

ongoing restructuring of the business, including a

move away from office based working, we have

not finalised targets. These significant changes

will impact our base emissions and therefore

management plan to establish targets when the

restructuring and reorganisation is completed.

Considering appropriate targets

and metrics.

Continue to remove

Petrol & Diesel

vehicles with a

transition to Electric

vehicles

The Group has concluded to remove petrol and

diesel vehicles from its company car fleet and no

further petrol or diesel vehicles will be ordered. A

replacement Electric vehicle scheme was

launched in 2023. All remaining leased petrol and

diesel vehicles will be removed from the fleet by

2028. This is 3 years later than originally planned

due to veh

icles acquired as part of the

acquisitions.

The new electric car scheme will

continue to be rolled

out during

2024

, for eligible employees who

choose this benefit.

Continue to reduce

our direct and indirect

consumption of

electricity in our

offices

Overall consumption in 2023 was down 39% year

on year. The business has relocated away from

its two remaining larger offices replacing them

with hot desks in shared spaces.

The Group is now committed to

removing all remaining Property

held under Finance leases by the

end of 2024 excluding those within

one of the new acquisitions where

working from the office remains the

cultural norm.

Supply Chain

We aim to maximise

the use of certified

recycled newsprint in

our printed products

We buy newsprint through DMG Media who aim

to optimise both the use of recycled newsprint and

virgin fibre newsprint that is sourced from forests

under recognised stewardship schemes such as

PEFC or FSC.

We aim to maximise the use of

certified recycled newsprint in our

printed products.

We are committed to

using 100%

renewable energy in

the offices we directly

contract the supply

Achieved within the heritage business.

We are committed to using 100%

renewable energy in the offices

where we directly contract the

supply.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

The Streamlined Energy Carbon Reporting (SECR) data within the annual report has been collated using the GHG

reporting protocol.

Business Travel for both owned company vehicles and other non-owned vehicles used for company business is

detailed in the expenses system which includes the number of miles travelled calculated using postcodes entered

by the employee for the start and end of each journey.

Grid Electricity & Gas where the premises are directly contracted is calculated using the data from the invoices

received. Other Electricity supplied by landlords is converted to KwH using an estimated average rate per KwH.

Electricity for contracted printing and contracted distribution mileage has been provided by the suppliers.

Consumption KwH

GHG Emissions

TCo2e

Streamlined Energy Carbon Reporting

(SECR) 2023

2022

2023

2022

2023

2022

Gas Heating (Kwh)

15.400

15,400

Business Travel (company vehicles) miles

141,233

319,707

158,172

371,879

Business Travel (company vehicle fuel cards)

litres 13,366

145,390

Total Scope 1

318,961

371,879

Total Scope 1 per million pounds turnover

Grid Electricity (all premises where directly

contracted) kWh 98,309

163,025

98,309

163,025

Business Travel Electric Vehicles (miles)

7,991

5,747

Total Scope 2

104,057

163,025

Total Scope 2 per million pounds turnover

Other Electricity (indirect supply provided by

landlords) kWh 180,882

292,424

180,882

292,424

Business Travel (road, not involving company

vehicles) miles 539,977

389,128

618,923

452,630

149

109

Electricity for contracted printing (generation,

transmission and distribution) kWh 1,859,683

1,631,543

1,859,683

1,631,543

434

380

Contracted distribution miles (1)

533,990

600,696

621,132

698,723

152

171

Total Scope 3

3,280,619

3,075,320

777

729

Total Scope 3 per million pounds turnover

Total Scope 1,2,3

3,703,637

3,610,224

847

857

Total Scope 1,2,3 per million pounds

turnover

Notes

● Scope 1 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent from emission sources that are

under the operating control of National World.

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

● Scope 2 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of

electricity by National World for its own use. Scope 2 emissions have been calculated using the Greenhouse Gas

Protocol: A Corporate Accounting and Reporting Standard – Revised Edition.

● Scope 3 covers other indirect Greenhouse Gas emissions, i.e., where the sources are from emissions not owned by

National World and where National World does not have operational control.

● Business Travel figures other than vehicle mileage have not been provided. Press trips paid for by 3

parties are not

recorded and not controllable by National World.

● Contracted distribution mileage; this figure is understated as our main wholesale contractor provides distribution

services across the publishing industry: their routes are not specific to National World. The totality of all mileages

undertaken by this wholesaler would overstate the overall carbon impact of National World and is not within National

World control.

Section 172 Statement

Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they

consider, in good faith, would most likely promote the success of the company for the benefit of its members as a

whole, considering the non-exhaustive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section

172(1) in their decision making.

The Company has had regular interaction with its members and internal stakeholders during the 52 weeks ended

30 December 2023 (the “Reporting Period”).

The Company’s strategy continues to be to pursue opportunities in the news publishing and digital media sector

and/or in associated complementary technologies and to modernise and stabilise performance of newspaper

publishing through driving efficiencies by sharing services across the publishing industry and building a growing

digital news publishing business. The Company has a wide range of internal and external stakeholders, relations

with whom the Board takes into consideration.

Engagement with our members plays an essential role throughout our business. We continue to foster an effective

and mutually beneficial relationship with our members. Our understanding of our members is factored into

boardroom discussions and decisions regarding the potential long-term impacts of our strategic decisions.

The Directors have continued to have regard to the interests of the Company’s stakeholders, including the potential

impact of its future activities and acquisition strategy on the community, the environment (including Journey to net

zero and climate related reporting, including Task Force on Climate Related financial disclosures (“TCFD”)) and

the Company’s reputation, when making decisions. The Directors will endeavour to continue to take all necessary

measures to ensure the Company is acting in good faith and fairly between members and is promoting the success

of the Company for its members in the long term.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and

how National World engages with them. Given the importance of stakeholder focus, long-term strategy and

reputation to the Company, these themes are also discussed throughout this Annual Report.

Stakeholder Their interests How we engage

Investors ● Comprehensive review of financials

● Business sustainability

● High standard of governance

● Success of the business

● Ethical behaviour

● Awareness of long-term strategy and

direction

● Regular reports and analysis of investors

and shareholders

● Annual Report

● Company website

● Shareholder circulars

● AGM

● RNS announcements

● Press releases

● Trading Updates

● Regular management meetings with

shareholders

National World plc

Strategic Report

For the 52 weeks ended 30 December 2023

Stakeholder

Their interests

How we engage

Regulatory

bodies

● Compliance with regulations

● Company reputation

● Insurance

● J

ourney to net zero and climate

related reporting, including TCFD

● Company website

● RNS announcements

● Annual Report

● Direct contact with regulators

● Compliance updates at Board meetings

● Regular risk reviews

● IPSO reporting

Partners ● Business strategy

● Application of acquisition strategy

● Meetings and negotiations

● Reports and proposals

● Dialogue with third

party stakeholders

where appropriate

Stakeholder Their interests How we engage

Employees ● Success of the business

● Business sustainability

● Ethical behaviour

● Awareness of long-term strategy and

direction

● Company reputation

● Rewards/feeling valued

● Development opportunities

● Health, safety & well-being

● Flexible working arrangements

●

Employee intranet site with regular

updates on what is happening within the

business

● Company website

● Press releases

● RNS announcements

● Trading Updates

● Annual Report

● Regular manager meetings

Customers ● High-quality and accessible news

● Long-

term sustainability of news

outlets

●

Response to advertisers from

trusted local newsbrands

● Reader surveys

● Competitions/Reader Offers/ Promotions

● Advertiser feedback from campaigns

Suppliers ● Business relationships

●

Financial performance of the

Company

● Prevention of modern slavery

● Risk assessment

● Regular supplier meetings

● Tender process for new contracts

● New supplier approvals process

● Efficiency reviews

● Contingency planning

The Section 172 statement should be read in conjunction with the full Strategic Report and the Company’s

Corporate Governance Statement.

Approved by the Board on 21 March 2024.

David Montgomery

Executive Chairman

21 March 2024

National World plc

Board of Directors

For the 52 weeks ended 30 December 2023

David Montgomery

Executive Chairman

David John Montgomery has a long history in the newspaper industry. Most

recently, he was chief executive of Local World, an aggregator in the regional

news area which was acquired by Reach (formerly Trinity Mirror) in 2015. Local

World had been formed in 2013 by a merger of regional media companies of

DMGT and the Yattendon Group, publishing around 100 regional newspaper

titles and associated websites.

David served as the editor of News of the World and as the editor and managing

director of Today newspaper. He founded Mecom Group in 2000 and served as

its chief executive until January 2011. At Mecom Group, he worked on several

acquisitions to establish one of the leading European publishing and content

businesses, delivered substantial cost savings and began to develop a new,

flexible operating model fit to take commercial advantage of on-going changes

in consumer behaviour, which saw particular success at Edda Media in Norway.

Prior to Mecom, David was chief executive officer of Mirror Group from 1992 to 1999, where he oversaw substantial

restructuring and acquisitions culminating in its merger with Trinity to become Trinity Mirror.

David served as a director at the Press Association from 1996 to 1999, RSDB (one of Europe’s largest print

businesses) from 2006 to 2009, Royal Wegener (a large Dutch news publisher) from 2007 to 2011, and Scottish

Television from 1994 to 1998. He graduated from Queen’s University, Belfast in History and Politics.

David is chairman of Local TV, a network of eight public service broadcasting city channels. He also serves as

campaign chairman of the Northern Ireland Integrated Education Fund charity.

Mark Hollinshead

Chief Operating Officer

Mark Thomas Hollinshead has been involved in media and business all his

working life.

Mark was the youngest ever managing director of the Daily Record and Sunday

Mail Ltd and ran that business for 14 years from 1998 to 2012. He was appointed

managing director of Mirror Group Newspapers in 2008, while continuing to

manage the Scottish publishing business. Mark subsequently took up the role of

Chief Operating Officer and board director of Trinity Mirror plc, managing all

publishing activity for over 200 news brands – both digital and in print. Prior to

joining Trinity Mirror Mark was Managing Director of Midland Weekly Media Ltd,

part of Midland Independent Newspapers p

lc and Marketing Director of

Thomson Regional Newspapers. He started his career in media at the Midland

News Association, publishers of the Wolverhampton Express & Star in 1984.

In 2015 Mark was appointed CEO of the Great Run Company, a position he held until 2017. The Great Run

Company is one of the world’s largest mass participation events businesses with events such as the Great North

Run and Great Manchester Run.

In 2017 Mark formed Hollicom a media and strategic communications consultancy of which he was the Chair until

he sold the company on 13 December 2021. Following the acquisition of Express Newspapers Ltd, from Northern

& Shell, by Reach plc in February 2018 Mark was appointed Interim CEO of the acquired business during the “hold

separate” period.

In addition to his executive positions, Mark was also chairman of Scottish Athletics from 2005 to 2008, president of

the Scottish Newspaper Society from 2003 to 2005, and a Non-Executive Director of the News Media Alliance from

2009 to 2015. From 2014 to 2020 Mark was a strategic adviser to Dentsu Aegis Network North, a division of Dentsu

the world leading digital performance agency. He is the current President of Newsbrands Scotland.

John Rowe

Executive Director

John Rowe has extensive experience in digital data insights and the

understanding of on-

line customer behaviour. Currently John advises and

invests in a range of digital businesses including media and retail.

Until March 2020 John was chairman and chief executive officer of Clicksco

where he grew the business to annual sales of over £80 million. He set up a new

business, MQuest, in late 2020, which was sold to ClearPier in September

2023.He is currently a Non-Executive Director of ClearPier.

John began his career at PricewaterhouseCoopers in 1979 and then worked at

Sainsbury’s from 1983 to 2001 where he finished as managing director of

International Operations.

John passionately believes that key to a successful business is the ability to truly understand its customers, and

that the data insights available online can be used to transform the relationship between brands and customers.

John was appointed as an Executive Director on 24 February 2023.

National World plc

Board of Directors

For the 52 weeks ended 30 December 2023

Sheree Manning

Chief Financial Officer

Sheree Manning has over two decades of financial management and business

leadership experience. She joined Johnston Press plc in 2013 as Group

Financial Controller having previously worked in London for, amongst others,

RBS Group, IMG Media and Sainsbury’s plc.

After reading a Bachelor of Commerce degre

e at the University of South

Australia, she qualified as a Chartered Accountant in Australia with Ernst &

Young in 2003.

Sheree was appointed to the Board on 9 November 2023.

Daniel Cammiade

Non-Executive Director

Daniel (Danny) Cammiade has over 35 years’ experience in the regional press

sector having held senior operational and strategic roles at both company and

PLC board level for Johnston Press, including seven years as Chief Operating

Officer.

On leaving Johnston Press, Danny formed his own consultancy business and

has held advisory positions in international and UK organisations, including

being Chief Executive of The Tindle Group, where he oversees the Company’s

interests in Radio, Newspapers and Property.

Danny is Chair of Isle of Man Newspapers and Channel FM (Jersey), a director

at Island FM (Guernsey) and Midlands 103 in the Republic of Ireland and The

Claverley Group based in Wolverhampton. Danny is also Chair of News Media

Association.

In 2022 Danny stepped down as Independent Chair of Newsprinters, the wholly owned Printing & Logistical

subsidiary of News UK. In addition Danny has held NED roles at Precision Colour Printing and Midlands News

Association.

David Fordham

Non-Executive Director

David Fordham has completed over 50 years working in the media industry,

with considerable experience in local newspapers, digital media, national and

local television, as well as local radio.

David spent over 15 years working in various senior roles at EMAP newspapers,

up until the sale of the newspaper division to Johnston Press in 1996. He then

went on to become Chief Executive of Adscene plc.

Since the late 1990s David has worked closely with the Iliffe family and served

as a main board director of Yattendon Group plc for over 15 years, until retiring

from this post in 2018. David’s association with the Iliffe family continues and

he remains a trustee of the Yattendon Group Pension Scheme, as well as a

Non-Executive D

irector of Iliffe Media Ltd and a number of subsidiary

companies.

Most recently David has worked as an industry consultant, specialising in M&A and launch activity. Having led

acquisitions in the Republic of Ireland as well as completing a number of transactions in England and Scotland.

David is currently Non-Executive chairman of Highland News and Media Ltd.

As well as being a past President of the Newspaper Society, David has held board positions with professional

ports and arts related organisations.

David Fordham was appointed, by Media Concierge, as a Non-Executive Director to the Group.

David Lindsay

Non-Executive Director

David Lindsay is an experienced executive having served as a CEO and a CFO

of public and PE backed businesses operating internationally in a diverse range

of business sectors. His previous roles include leadership positions within Initial

plc, GEC ALSTHOM,

Industrial Control Services plc, AEA Technology plc,

Collins Stewart plc, EDM Group Ltd and TP Group plc.

Mr Lindsay is a

Chartered Accountant.

National World plc

Directors Report

For the 52 weeks ended 30 December 2023

The Directors present their report with the audited financial statements of the Company for the 52 weeks ended 30

December 2023. A commentary on the business for the year is included in the Chairman's Statement on pages 6

to 11.

A review of the business is also included in the Strategic Report on pages 12 to 48.

Directors

The Directors of the Company and their beneficial interest in the Ordinary Shares of the Company at 30 December

2023 were as follows:

Director

Position

Appointed

Ordinary shares

David Montgomery

Executive Chairman

29/05/2019

19,231,631

Mark Hollinshead

Chief Operating Officer

12/07/2019

1,471,278

John Rowe

Executive Director

12/07/2019*

1,531,631

Sheree Manning

Chief Financial Officer

09/11/2023

Danny Cammiade

Non-Executive Director

01/01/2021

513,200

David Fordham

Non-Executive Director

29/09/2021

David Lindsay

Non-Executive Director

14/09/2022

100,000

* Appointed as Executive Director on 24 February 2023.

Qualifying Third Party Indemnity Provision

At the date of this report, the Company has a third-party indemnity policy in place for all Directors.

Substantial Shareholders

As at 31 December 2023, the total number of issued ordinary shares with voting rights in the Company was

267,663,987.

Details of the Company's capital structure and voting rights are set out in Note 29 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 20

March 2024.

Party Name

Number of Ordinary

% of Share Capital

Media Concierge (Holdings) Ltd*

68,454,075

25.58%

Aberforth Partners

52,000,425

19.43%

Alasdair Locke

25,632,627

9.88%

David Montgomery**

19,231,631

7.41%

Axiom Media Holdings Ltd

12,982,187

5.00%

Downing LLP

10,774,648

4.15%

* The TR-1 issued by Media Concierge (Holdings) Ltd on 8 February 2024 states that the ultimate controlling person

is M C Denmark who holds 27.37% of voting rights.

** The shares comprising the disclosed interests of David Montgomery are registered in the name of Montgomery

Media Limited, a personal investment company owned and controlled by Mr Montgomery.

Financial instruments

Details of the use of the Company's financial risk management objectives and policies as well as exposure to

financial risk are contained in the Accounting Policies and Note 30 of the financial statements.

Dividends

The Group intends to pay a final dividend of 0.55 pence per share in relation to the FY2023 financial performance.

Subject to approval by shareholders at the forthcoming Annual General Meeting, the dividend will be paid on 10

July 2024 to shareholders on the register at 7 June 2024. The Board continues to adopt a progressive dividend

policy.

Political donations

There were no political donations made during the year.

National World plc

Directors Report

For the 52 weeks ended 30 December 2023

Future developments and events subsequent to the year end

Further details of the Company's future developments and events subsequent to the year-end are set out in the

Strategic Report on pages 12 to 48.

Corporate Governance

The Governance report forms part of the Directors’ Report and is disclosed on pages 51 to 53.

Going Concern

The Directors consider it appropriate to adopt the going concern basis of accounting in the preparation of the

Group's annual consolidated financial statements.

In accordance with LR 9.8.6(3) of the Listing Rules, and in determining whether the Group’s annual consolidated

financial statements can be prepared on a going concern basis, the Directors considered the factors likely to affect

its future development, performance, and its financial position, including cash flows, liquidity position and borrowing

facilities and the risks and uncertainties relating to its business activities. Key considerations in the assessment

were:

• The ongoing impact of the macroeconomic conditions on revenue;

• Management’s ongoing mitigating actions in place to manage costs and cash flow;

• Capital expenditure requirements, including ongoing maintenance capital expenditure requirements; and

• Investment in digital resource and development.

Having considered the factors impacting the Group’s businesses, including downside sensitivities, the £10.7 million

cash held as at 30 December 2023, the Directors are satisfied that the Group will be able to operate with sufficient

financial flexibility and headroom for the foreseeable future,

which comprises the period of at least 12 months from

the date of approval of the financial statements.

The Directors have reasonable expectations that the Company and the Group have adequate resources to continue

in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in

preparing the Group’s annual consolidated financial statements.

Viability statement

The Directors have a reasonable expectation that the Company and the Group will be able to continue in operation

and meet its liabilities as they fall due over the period of their assessment. The Directors assessed the prospects

of the Group over a three-year period which reflects the budget for 2024 and projections for 2025 and 2026 in line

with the planning cycle adopted by the Group. A three-year period is adopted as it enables the Directors to consider

the impact of declining print revenues, investment to drive growth in digital and ongoing restructuring costs required

to support profits and cash flow. The assessment considers the Group’s current financial position and the principal

risks and uncertainties facing the Group including those that would threaten the business model, future

performance, solvency or liquidity.

Sensitivity analysis is applied to the projections to determine the potential effects should the principal risks and

uncertainties occur, individually or in combination. The Board also assessed the likely effectiveness of any

proposed mitigating actions.

Whilst the Group strategy is to grow through acquisition and organic development, no other acquisitions have been

assumed in the projections as there is no certainty that acquisitions will be concluded. Prior to proceeding with

any acquisition, the three year projections will be updated to ensure there is no adverse impact on the Group

prospects or going concern resulting from an acquisition.

It is understood that such future assessments are subject to a level of uncertainty that increases with time and,

therefore, future outcomes cannot be guaranteed or predicted with certainty. Also, this assessment was made

recognising the principal risks and uncertainties that could have an impact on the future performance of the Group

and the financial risks described in the notes to the Group’s annual consolidated financial statements.

Principal Activity

The Company's principal activity is to operate in the news publishing sector. The principal activities of the Group

are to meet the wide-ranging news and information needs of numerous local communities across the United

Kingdom. The Group operates a portfolio of newspaper and digital publications providing advertisers with a range

of market access and readers with trusted local content.

Auditors

Crowe U.K. LLP has expressed its willingness to continue in office and a resolution to reappoint the firm will be

proposed at the Annual General Meeting.

National World plc

Directors Report

For the 52 weeks ended 30 December 2023

Statement of Directors' responsibilities

The Directors are responsible for preparing the Annual Report alongside the financial statements in accordance

with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the

Directors have prepared the financial statements in accordance with International Financial Reporting Standards

(IFRSs) as adopted by the United Kingdom.

Under Company law the Directors must not approve the financial statements unless they are satisfied that they

give a true and fair view of the Company and of the profit or loss of the Company for that year. The Directors are

also required to prepare financial statements in accordance with the Listing Rules and the Disclosure Guidance

and Transparency Rules of the FCA for companies whose ordinary shares are admitted to the Standard Listing.

In preparing these financial statements, the Directors are required to:

● select suitable accounting policies and then apply them consistently;

● make judgments and accounting estimates that are reasonable and prudent;

● state whether applicable IFRSs as adopted by the UK have been followed; and

● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company

and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the

Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible to

make a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced, and

understandable and provides the information necessary for the shareholders to assess the Company's position

and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included

on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the

financial statements may differ from legislation in other jurisdictions.

Statement of Directors' responsibilities pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on pages 49-50 confirm that, to the best of their

knowledge and belief:

● the financial statements prepared in accordance with IFRS as adopted by the UK, give a true and fair view

of the assets, liabilities, financial position and profit of the Company; and

● the Annual Report and financial statements, including the Strategic Report, includes a fair review of the

development and performance of the business and the position of the Company, together with a

description of the principal risks and uncertainties that they face.

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are

unaware, and each Director has taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that

information.

The report of the Directors was approved by the Board on 21 March 2024 and signed on its behalf by:

David Montgomery

Executive Chairman

21 March 2024

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Dear Shareholder

On behalf of the Board, I am pleased to present our Remuneration Report for the 52 weeks ended 30 December

2023. In this report I will provide an update of the remuneration of both the Executive and Non-Executive Directors

over the last twelve months.

This Report has been prepared in accordance with the requirements of The Large and Medium-sized Companies

and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the Regulations) and, after this introductory

letter, is split into two parts: this Annual Statement, which includes a letter from me and the Annual Remuneration

Report.

For information the Directors’ Remuneration Policy which was approved by our shareholders at our Annual General

Meeting (AGM) on 26 May 2022 can be found within the Annual Report and Accounts for 2021 and is available on

the Company’s website at corporate.nationalworld.com/investors/reports-presentations-and-

publications/year/2022. I would like to take this opportunity to thank our shareholders for their support in approving

the Directors’ Remuneration Report which was approved by 98.71% of shareholders who voted at the AGM in

2023.

Remuneration Committee

The Remuneration Committee comprises myself as chair and David Lindsay and we meet at least twice each year.

Each of us are deemed by the Board to be independent Non-Executive Directors. David Lindsay is deemed

independent by the Board not withstanding that he received a consultancy fee in respect of additional work

associated with the discussions on a possible acquisition during the year. David Fordham attends the

Remuneration Committee meetings as an observer.

The Committee is primarily responsible for determining and recommending to the Board the policy for the

remuneration and employment terms of the Executive Directors and, in consultation with the Executive Chairman,

for determining the remuneration packages of other senior executives. The Committee is also responsible for the

review of share incentive plans and performance related pay schemes and their associated targets and for making

recommendations, to the Board, in connection with them. It is also responsible for the oversight of employee benefit

structures across the Group. No Director or other senior executive is involved in any decisions relating to their own

remuneration. The Committee’s terms of reference are reviewed and approved by the Board annually and are

available on the Company’s website.

Meetings attended

Daniel Cammiade

David Lindsay

John Rowe

*John Rowe resigned from the Remuneration Committee on 3 March 2023, as he was no longer deemed

independent.

Remuneration Policy

As mentioned above our shareholders unanimously approved the Remuneration Policy at the 2022 AGM and it

is our intention to continue to operate this policy in 2024.

The Group’s Remuneration Policy is intended to be conventional, in line with market and good practice for UK

growth quoted companies. The policy is designed to ensure that it can attract, retain and motivate executives and

senior management of the right quality to enable it to fulfil its strategic objectives and deliver long-term sustainable

growth. The retention of key management and the alignment of management incentives with the creation of

shareholder value is a key objective of this policy. In addition, the Committee seeks to keep Executive Director

remuneration consistent with the Company’s culture and to take account of the effects of Executive Directors’

remuneration on the workforce and other stakeholders.

The policy has four main elements, base salary, benefits (including pension), annual performance related bonuses

and long-term share incentives. Each element is pitched to be effective and attractive. Salary and benefits will be

set at appropriate levels to attract and retain high quality management. A significant proportion of total remuneration

is performance-based using a structure which is common among UK growth quoted companies including an annual

bonus plan based on objective financial, operational and strategic targets and annual long term incentive awards

based on meeting demanding objective three-year performance targets.

The Policy is intended to reflect the current scale of the business whilst having the flexibility to allow for development

as the Company builds its operations over the three-year Remuneration Policy period.

2023 Review

The annual salaries of the Chairman, Chief Operating Officer and Executive Director salaries were increased by

4.00% on 1 April 2023 to £214,240, below the minimum increase for all staff. The pension supplement is 8% of

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

annual salary and capped at £125,000. As such, pension arrangements for Executive Directors are in line with

arrangements in place for all staff, with the exception of the Chief Financial Officer who had a 10% pension

contribution in place prior to her internal promotion on 9 November 2023.

Annual bonus

For 2023 the Company operated an annual bonus plan based on financial and operational targets including

EBITDA performance weighted at 67% and digital revenue performance weighted at 33%. The maximum bonus

opportunity for 2023 was 45% of salary for each Executive Director, which was reduced from the 2022 maximum

bonus opportunity for each Executive Director of 60% to allow for a bonus to be payable to a wider pool of eligible

staff. The Executive Director bonus targets were not achieved, therefore no bonus was paid for 2023 performance.

Long term incentive plan

On 30 March 2023 awards were made to three Executive Directors and certain senior members of staff under the

National World Long Term Incentive Plan. The award level for Executive Directors was set at 40% of salary.

Further details of awards made under this Plan are included in the Annual Report on Remuneration below.

Value creation plan

The VCP was put in place on Admission in September 2019 to support the delivery of the Company's strategy, to

retain the lead executives and reward them for driving its successful delivery. The overall effect of the VCP was

that the participants together were able to earn Ordinary Shares equivalent in value to 10% of any equity value

created above an 8% compound annual growth rate based on the measurement of absolute total shareholder

return generated over the VCP performance period. The share testing period for the VCP ended on 14 April 2023.

Awards held by our Executive Chairman and Chief Commercial Officer vested on 17 April 2023. The VCP is now

closed.

Remuneration in 2024

The Company will operate remuneration in 2024 in line with the Remuneration Policy.

Salaries and pension

The annual salaries of the Executive Directors will not be increased in 2024 with the Chairman, Chief Operating

Officer and Executive Director salaries remaining at £214,240 and the Chief Financial Officer salary remaining at

£185,000, the level set at the point of internal promotion. The pension supplement remains unchanged at 8% of

annual salary and capped at £125,000.

Annual bonus

For 2024 the Company will operate an annual bonus plan based on financial and operational targets including

EBITDA performance weighted at 67% and digital revenue performance weighted at 33%. The maximum bonus

opportunity for 2024 will be 45% of salary for each Executive Director. Precise information on the performance

targets will not be disclosed in advance as it is commercially sensitive but will be disclosed retrospectively. The

annual bonus would be payable in cash. A separate bonus scheme is in place for senior management.

Long Term Incentive Plan

The Company expects to make long term incentive awards in line with the Policy during 2024. Awards will have a

value of 40% of salary for the Executive Directors and will be subject to three-year performance targets: 50%

absolute total shareholder return (TSR) and 50% earnings per share. The performance targets will be set at the

point of award and disclosed in the announcement of awards and in next year’s annual report.

John Rowe was appointed as an Executive Director on 24 February 2023 for a fixed term ending 31 December

2024, and will be eligible to receive a commensurate cash incentive equivalent to the LTIP awarded to other

Executive Directors.

Non-Executive Director remuneration

The remuneration of Non-Executive Directors will be reviewed every three years with the next review to be for the

financial year 2024. There will be certain circumstances where remuneration or additional fees for Non-Executive

Directors will be reviewed in the interim period. This could include changes arising following an acquisition and/or

additional responsibilities being undertaken by Non-Executive Directors.

Engagement with shareholders

The Board is committed to sound corporate governance and has adopted the UK FRC Corporate Governance

Code. We welcome dialogue with shareholders on Directors’ Remuneration. At our 2024 AGM, this Remuneration

Report will be put to an advisory vote.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

On behalf of the Committee, I thank you for your support in 2023 and hope that you find this report helpful and

informative.

Daniel Cammiade

Chairman of Remuneration Committee

21 March 2024

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Remuneration Policy

This section of the report sets out the Directors’ remuneration policy approved at the 2022 AGM, held on 26 May

2022. The information in this report is unaudited, unless indicated otherwise.

Purpose

The Group’s Remuneration Policy is designed to ensure that it can attract, retain and motivate executives and

senior management of the right quality to enable it to fulfil its strategic objectives and deliver long-term sustainable

growth. The retention of key management and the alignment of management incentives with the creation of

shareholder value is a key objective of this policy. In addition, the Committee seeks to keep Executive Director

remuneration consistent with the Company’s culture and to take account of the effects of Executive Directors’

remuneration on the workforce and other stakeholders.

Remuneration policy table

Purpose and link to

strategy

Operation

Potential

remuneration

Performance

metric

Base salary

This is the core element of

pay that reflects the

individual’s role and

position within the Group.

Staying competitive in the

market allows us to attract

and retain high calibre

executives with the skills

and experience to deliver

our strategy.

Base salaries are typically reviewed

annually, with any changes effective from 1

April, but exceptionally may take place at

other times of the year.

When determining an appropriate level of

base salary, the Committee considers

Group performance, the role,

responsibilities, experience and personal

performance of the Director; the general

salary increase for all staff.

In addition to the above, salaries may be

independently benchmarked from time to

time against comparable roles in quoted

companies of a similar size and complexity.

The actual base salaries

paid to the Executive

Directors and those set

for the current year are

disclosed in the Annual

Report on Remuneration.

Not applicable

Benefits

A comprehensive benefits

package is offered to

complement basic salary to

attract and retain

executives.

Reviewed from time to time to ensure that

benefits when taken together with other

elements of remuneration remain market

competitive. The Executive Directors are

provided with Life cover of 4x salary and

private medical cover for them, their

spouses.

The cost of providing

these benefits varies

year on year depending

on the schemes’

premiums. The

Remuneration

Committee monitors the

overall cost of the

benefits package.

Not applicable

Pension

Provides a competitive and

appropriate pension

package.

To provide retirement

benefits which, when taken

together with other

elements of the

remuneration package, will

enable the Group to attract

and retain executives.

The Executive Directors may participate in

the Group’s defined contribution (money

purchase) pension scheme or receive a

pension supplement of equivalent cost to

the Company.

All eligible staff in the Company may

participate in the Group’s defined

contribution pension scheme.

The pension supplement

is 8% of salary capped at

£125,000. As such,

pension arrangements for

Executive Directors are in

line with arrangements in

place for all staff.

Not applicable

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Purpose and link to

strategy

Operation

Potential remuneration

Performance metric

Annual Bonus

To incentivise the

achievement of the

Group’s annual

financial targets, or

other near-term

strategic objectives.

The Executive Directors and other

senior executives will participate

in a

discretionary, annual,

performance-

related bonus

scheme.

Annual bonus is normally paid in

cash. The Remuneration

Committee at its discretion may

determine that a proportion of any

bonus that it awards may be

deferred into an allocation of

shares or grant of options.

Annual bonus is subject to

clawback and malus provisions.

The maximum bonus

deliverable under the plan is

up to 100% of annual base

salary for the Executive

Directors.

The Committee may apply a

lower maximum bonus

opportunity in any given

year.

Bonus awards are based

on annual performance

against stretching Group

financial, operational,

personal and strategic

objective

s. The choice,

weighting and pitching of

performance targets may

be varied from year to

year.

Long-Term Incentive

Plan (“LTIP”)

To align the interests of

executives with those

of shareholders; to

motivate and

incentivise delivering

sustained business

performance over the

long-

term; to aid

retention of key

executive talent long

term.

The Executive Directors and

other senior executives may

participate in a discretionary

LTIP.

The plan entitles participants to

an allocation of, or options over,

free (or

nominal value) shares

after a performance period of

three years (or any other period

as the Committee may decide),

subject to certain performance

and service conditions being met.

Participation is at the discretion of

the Remuneration Committee.

Awards wil

l typically be made

annually based on a multiple of

annual salary. Performance

conditions are set by the

Remuneration Committee at the

time of the award. The plan rules

amongst other things include

clawback and malus provisions

and a limitation to ensure that

new shares issued, when

aggregated with all other

employee share awards, must not

exceed 10% of issued share

capital over any ten-year period

excluding the VCP.

Awards made after the company

is admitted to the UK Premium

List will be subject to a two-year

post vesting holding period.

The Remuneration

Committee would in normal

circumstances expect to

make annual LTIP awards

to the Executive Directors at

a value of up to 100% of

base salary to the Executive

Chairman

and other

Executive Directors. In the

event of recruitment only,

there is a limit of 150%.

The Committee may make

lower annual LTIP awards in

any given year. The

Committee expects to

increase the maximum

bonus opportunity as the

Group grows but within the

limit specified above.

The vesting of LTIP

awards is conditional

upon the successful

achievement of financial,

operational, share price

and strategic

performance conditions

over the performance

period, which are set by

the Remuneration

Committee at the time of

the award.

Performance conditions

may include compound

annual growth in

adjusted earnings per

share (“EPS”), and

compound annual growth

in total shareholder

return (“TSR”) and other

objectives.

For future LTIP awards

the Remuneration

Committee will assess

what performance

cond

itions and

associated weightings it

considers appropriate in

supporting the

Company’s strategy and

longer-term objectives.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Purpose and link to

strategy

Operation

Potential remuneration

Performance metric

Shareholding

guidelines

Encourages Executive

Directors to build a

meaningful

shareholding so as to

further align their

interests with

shareholders.

Each Executive Director is

expected to build up and maintain

a shareholding in National World

plc equivalent to 100% of base

salary. The shareholding includes

beneficially owned shares, vested

LTIPs on an after-tax basis and

bonuses deferred into shares on

an after-tax basis. If an Executive

Director does not meet the

guidelines, the Remuneration

Committee may delay the release

of 50% of LTIPs at the end of the

holding period until the

requirement is met.

If and when the Company is

admitted to the UK Premium List,

it will apply a requirement to hold

shares corresponding to the

lower of the Shareholding

Guidelines or their holding on

departure for 2 year

s post

cessation.

Not applicable.

2019 Value Creation Plan

The VCP was put in place on Admission in September 2019 to support the delivery of the Company’s strategy and

to retain the lead executives and reward them for driving its successful delivery. No further awards will be made

under the VCP and, as such, it does not form part of the ongoing Remuneration Policy. Following vesting during

2023 as detailed later in this report, the VCP is now closed.

The VCP operates over a performance period commencing on admission to a Standard Listing and to trading on

the Main Market of the London Stock Exchange (September 2019) and ended on the date of publication of the

Company’s results for the financial year ending 31 December 2022 (the “Performance Period End Date”). The VCP

is intended to give plan participants an entitlement to a percentage share in a pool of returns delivered to

Shareholders above a hurdle rate of return to be awarded as nominal cost options ordinarily vesting on the 21st

dealing day following the Performance Period End Date (“Vesting Date”) over a number of Ordinary Shares

determined immediately prior to the Vesting Date. The initial base Ordinary Share price for the VCP is the placing

price of 10p, subject to any share consolidation. A two-year holding period will apply to vested awards if the

Company is admitted to a Premium Listing at the Vesting Date.

The overall effect of the VCP is that the participants together will be able to earn Ordinary Shares equivalent in

value to 10% of any equity value created above an 8% compound annual growth rate based on the measurement

of absolute total shareholder return generated over the VCP performance period. In other words, until shareholders

receive an 8% p.a. return, the VCP will not pay out. Beyond that, participants may in aggregate receive 10% of any

further equity value created subject to a cap of 10% of issued Ordinary Share capital. The equity value created is

calculated under the plan as the market capitalisation of the Company at the end of the VCP performance period

less the net invested capital in the Company. The net invested capital in the Company is the equity value of the

Company on Admission plus any additional Ordinary Shares issued multiplied by the price per Ordinary Share at

which they are issued increased by the compound annual hurdle of 8% from the date of issuance up to the end of

the VCP performance period and less all amounts paid by the Company by way of dividends or other distributions

in respect of the Ordinary Shares over the relevant period.

The VCP contains malus and claw back provisions in circumstances of a material misstatement resulting in an

adjustment in the audited accounts, gross misconduct and fraud effected by or with the knowledge of the

participant.

Awards will normally lapse immediately upon a Participant ceasing to be employed by or holding office with the

Group. For good leavers (including death, ill-health, injury, disability, redundancy, retirement with the agreement of

their employer the Participant being employed by a company which ceases to be a Group company or in other

circumstances at the discretion of the Remuneration Committee) awards will ordinarily vest on the normal vesting

date subject to pro-rating for time.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

In the event of a takeover, scheme of arrangement, demerger or winding-up of the Company, awards will vest in

full, and Options will become immediately exercisable, subject to the application of the formula over the period to

the change of control. Alternatively, Participants may be allowed to exchange their Awards and/or Options for

options over shares in the acquiring company.

Entitlements of participants in the pool of returns are split as follows: David Montgomery, Executive Chairman –

35%, Vijay Vaghela, former Chief Operating Officer – 35%, Mark Hollinshead, Chief Operating Officer - 30%.

Vijay Vaghela resigned on 19 September 2022, and served a 12-month notice period. In September 2022, the

Remuneration Committee decided that Vijay was deemed a good leaver, and was entitled to his VCP share

options award provided he remained employed by the Company on or after 23 April 2023.

Policy on Non-Executive Director Remuneration

Purpose and link to strategy

Approach to setting fees

Other items

Non-Executive Directors’ fees

To enable the Company to recruit and

retain Non-Executive Directors of the

highest

calibre, at an appropriate

cost.

Non-Executive Directors are paid a

basic annual fee. Additional fees may

be paid to Non-

Executive Directors

who chair the Board, chair a

committee and to the Senior

Independent Director (SID) or take on

additional responsibilities.

With the exception of changes

required following substantial

acquisitions or changes in

responsibilities, Non-Executive

Directors fees are reviewed every

three years with changes effective

from 1 January each year. Non-

Executive Directors are entitled to be

reimbursed for reasonable expenses

as would be a Non-Executive chair if

one were appointed during the policy

period. The Non-Executives

’

fees are

approved by the Board on the

recommendation of the Chairman and

the Executive Directors. The Non-

Executive Directors are not involved in

any decisions about their own

remuneration.

Non-Executive Directors are not

entitled to receive any compensation

for loss of office, other than fees for

their notice period.

They do not participate in the Group

’

bonus, LTIP, employee share plans or

pension arrangements, and do not

receive any employee benefits.

Service contracts and letters of appointment

The current Executive Directors each have a service contract with the Company which provides for a notice period

of up to 12 months from either party. It is intended that this policy would also apply to new appointments of Executive

Directors. Non-Executive Directors are appointed pursuant to a letter of appointment for an initial period of three

years, which may be subject to renewal thereafter. Appointments may be terminated by either the Company or the

Non-Executive Director giving three months’ notice. Save in respect of retirement by rotation, a Non-Executive

Director being removed from office may receive an amount equal to the fee during any remaining notice period.

Date of contract

Notice period

Executive

David Montgomery

1 July 2021

12 months

Mark Hollinshead

1 July 2021

12 months

John Rowe*

1 July 2021

12 months

Sheree Manning**

20 March 2024

12 months

Non-Executive

Daniel Cammiade

1 July 2021

3 months

David Fordham

29 September 2021

3 months

David Lindsay

12 September 2022

3 months

* John Rowe was appointed as an Executive Director on 24 February 2023 for a fixed term ending 31 December

2024, and will be subject to the provisions of contract extension or early termination if agreeable by both parties.

** Sheree Manning was appointed as the Chief Financial Officer and as an Executive Director of the Company on

9 November 2023.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Explanation of performance measures

For both the annual bonus and LTIPs, the objective of our Policy is to choose performance measures which help

drive and reward the achievement of our strategy and which also provide alignment between Executives and

shareholders. The Remuneration Committee reviews metrics annually to ensure they remain appropriate and

reflect the future strategic direction of the Group. Targets for each performance measure are set by the Committee

with reference to internal plans and external expectations. Performance is generally measured so that incentive

pay-outs increase pro rata for levels of performance in between the threshold and maximum performance targets.

With regard to the annual bonus, the Remuneration Committee believes that a simple and transparent scheme

with sufficiently stretching targets and an element of bonus deferral prevents short-term decisions being made and

ensures that the Executives are focused on the delivery of sustainable business performance. With regard to the

LTIP, the Committee believes in setting demanding objectives, which reward progressive growth, in order

to incentivise and encourage long-term growth and enhance shareholder value. Performance measures and

targets are disclosed in the Annual Report on Remuneration. In cases where targets are commercially sensitive,

for example annual profit targets for the annual bonus, they will be disclosed retrospectively in the year in which

the bonus is paid.

Committee discretion, flexibility and judgement in operating the incentive plans

In line with market practice and the various scheme rules, the Remuneration Committee retains discretion relating

to operating and administering the annual bonus and the LTIP. This discretion includes, but is not limited to:

The Discretionary Annual Bonus Plan: the scheme participants, the review of and setting of annual performance

measures and targets, the determination and calculation of any bonus payment, including upward or downward

adjustment as appropriate, the timing of any bonus payments, the determination of the proportion of any bonus

award that is deferred into an award under the terms of the deferred bonus plan, the determination of the treatment

of leavers depending on the circumstances, overriding Committee discretion.

The LTIP Plan: the scheme participants, the form and timing of the grant of an award, the size of awards made,

the setting of appropriate performance measures, the determination of the treatment of leavers depending on the

circumstances, discretion relating to vesting in the event of a change of control of the Company, the ability to

substitute a cash equivalent in place of shares, to make appropriate adjustments to awards required in certain

circumstances e.g. demerger, capitalisation or rights issue, or other restructuring events, to change any

performance or other condition applying to an award, if any event or series of events happen, which results in the

Remuneration Committee considering it is fair and reasonable to make such change, overriding Remuneration

Committee discretion.

Malus and Clawback

Malus and clawback provisions apply to the annual bonus and LTIP. Malus and/or clawback may apply to annual

bonus awards, including any deferred awards for a period of two years and to Performance Share Plan awards in

the period up to the fifth anniversary of grant, in the event of: a material misstatement of results; gross or serious

misconduct; an error or misstatement which has resulted in a material overpayment to the participants; a significant

failure of risk management within the Company or any Group Member; significant reputational damage to the

Company or any Group Member; the participant leaving in circumstances which, had all the facts been known,

would have resulted in the award lapsing; or any other circumstances that the Remuneration Committee, in its

discretion, considers to be similar in nature or effect to those above.

Remuneration arrangements across the Group

The principles behind the Remuneration Policy for Executive Directors are cascaded down through the Group and

their aims are to attract and retain the best management and staff and to focus their remuneration on the delivery

of long-term sustainable growth by using a mix of salary, benefits, bonus and longer-term incentives.

As a result, no element of the Executive Director Remuneration Policy is operated exclusively for Executive

Directors: The annual performance related pay scheme for Executive Directors is largely the same as that of the

other senior managers within the business and all are aligned with similar business objectives. Participation in the

LTIP is extended to the senior managers where possible. The pension scheme is operated for all permanent staff.

The main difference between pay for Executive Directors and employees is that, for Executive Directors, salaries

are higher, the variable element of total remuneration is greater while the total remuneration opportunity is also

higher to reflect the increased responsibility of the role.

How employee pay is taken into consideration

The Remuneration Committee does not consult directly with employees when determining the Remuneration Policy

for Executive Directors. However, as stated above, the annual bonus is operated for other employees to ensure

alignment of objectives across the Group and the terms of the pension scheme are the same for all permanent

employees. In addition, the Committee compares information on general pay levels and policies across the Group

when setting Executive Director pay.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

All-colleague share schemes

In the event an all-colleague share scheme is introduced all Executive Directors, where eligible for participation in

all-colleague share schemes, will participate on the same basis as for other employees.

Shareholder views on remuneration

The Remuneration Committee will consider shareholder feedback received on the Directors’ Remuneration Report

each year and guidance from shareholder representative bodies more generally. Shareholders’ views are key

inputs when shaping Remuneration Policy. When any material changes are proposed to the Remuneration Policy,

the Remuneration Committee Chair will consult with major shareholders in advance.

Policy on recruitment

The principle applied in the recruitment of a new Executive Director is for the remuneration package to be set in

accordance with the terms of the approved Remuneration Policy for existing Executive Directors in force at the

time of appointment. Further details of this Policy for each element of remuneration are set out below.

Salary

Salaries for new hires, including internal promotions, will be set to reflect their skills and experience, the Company’s

intended pay positioning and the market rate for the applicable role. Where it is appropriate to offer a salary initially

below median levels, the Remuneration Committee will have the discretion to allow phased salary increases over

a period of time for newly appointed Directors, even though this may involve increases in excess of the rate for the

wider workforce and inflation.

Benefits and pension

Benefits will be provided in line with those offered to other Executive Directors, taking account of local market

practice, with relocation expenses or arrangements provided if necessary. The Company may also pay legal fees

and other costs incurred by the individual. These would all be disclosed. Pension would be set in line with the

workforce level.

Incentive opportunity

The aggregate ongoing incentive opportunity offered to new recruits will be no higher than that offered under the

annual bonus plan and the LTIP to the existing Executive Directors. Different performance measures and targets

may be set initially for the annual bonus plan, taking into account the responsibilities of the individual and the point

in the financial year at which they join.

“Buyout” awards

Sign-on bonuses are not generally offered by the Company but, at Board level, the Committee may offer additional

cash and/or share-based “buyout” awards when it considers these to be in the best interests of the Company and,

therefore, shareholders, including awards made under Listing Rule 9.4.2R. Any such “buyout” payments would be

based solely on remuneration lost when leaving the former employer and would reflect the delivery mechanism

such as cash, shares, options, time horizons and performance requirements attaching to that remuneration.

Transitional arrangements for internal appointments to the Board

In the case of an internal appointment, any variable pay element awarded in respect of the prior role may be allowed

to pay out according to its terms on grant, adjusted as relevant to take into account the appointment. In addition,

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

to shareholders for approval at the first AGM following their appointment.

Policy on payment for loss of office

Payments on termination for Executive Directors are restricted to the value of salary and contractual benefits for

the duration of the notice period. It is the policy of the Remuneration Committee to seek to mitigate termination

payments and pay what is due and fair. There are no predetermined special provisions for Executive Directors

with regard to compensation in the event of loss of office. The Company may also pay an amount considered to

be reasonable by the Committee where loss of office is due to redundancy or in respect of fees for legal advice for

the outgoing Director or to settle or compromise any legal claims. Assistance with outplacement may also be

provided. Elements of variable remuneration would be treated as follows.

Annual bonus

The treatment of annual bonus payments upon cessation of employment is determined on a case-by-case basis.

When the Remuneration Committee determines that the payment of an annual bonus is appropriate, the annual

bonus payment is typically: prorated for the period of time served from the start of the financial year to the date of

termination and not for any period in lieu of notice or garden leave; subject to the normal bonus targets, tested at

the end of the year, and would take into account performance over the notice period, subject to deferral terms

applied to other Executive Directors.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Long Term Incentive Plan

Under the LTIP, unvested awards will normally lapse upon cessation of employment. However, in line with the

plan rules, the Remuneration Committee has discretion to allow awards to vest at the normal vesting date, or

earlier. If the Remuneration Committee exercises this discretion, awards are normally prorated to reflect time

served since the date of grant and based on the achievement of the performance criteria. The holding period

detailed above will apply to such incentives.

External appointments

Executive Directors are permitted to hold outside directorships, subject to approval by the Non-Executive Directors,

and any such Executive Director is permitted to retain any fees paid for such services.

Illustration of Remuneration Scenarios

The Executive Chairman, Chief Operating Officer and Executive Director are remunerated consistently for 2024,

with the exception of the Chief Financial Officer. For the Executive Chairman, Chief Operating Officer and Executive

Director the chart below details the hypothetical composition of the remuneration package for 2024 and how it

could vary at different levels of performance under the Policy set out above.

* John Rowe was appointed as an Executive Director on 24 February 2023 for a fixed term ending 31 December 2024, and will

be eligible to receive a commensurate cash incentive equivalent to the LTIP award awarded to other Executive Directors.

Note that the charts are indicative, as actual amounts may depend on share price. Assumptions made for each

scenario are as follows:

• Minimum. Fixed remuneration only: salary, benefits and pension based on 2024 amounts;

• Target. Fixed remuneration plus half the annual bonus opportunity of 45% of salary, plus 25% vesting of the

maximum award under the 2024 LTIP;

• Maximum. Fixed remuneration plus maximum annual bonus opportunity equivalent to 45% of salary, as well

as 100% vesting of the maximum award under the 2024 LTIP (40% of salary); and

• Effect of a 50% increase in share price. Same assumptions as for the maximum scenario, but with the

additional assumption that the value of LTIP awards increases by 50% as a result of share price appreciation

over the performance period.

For the Chief Financial Officer, the chart below details the hypothetical composition of the remuneration package

for 2024 and how it could vary at different levels of performance under the Policy set out above.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Annual Report on Remuneration

This Annual Report on Remuneration sets out information about the remuneration of the Directors of the Company,

for the 52 weeks ended 30 December 2023. The information in this report is unaudited, unless indicated otherwise.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Single total figure of remuneration for Directors (audited)

Set out below are the emoluments of the Directors for the 52 weeks ended 30 December 2023 and 31 December

2022:

Salary

and fees

Taxable

benefits

Pension

benefits

Other

Total fixed

remuneration

Single

year

variable

Multiple

year

variable

Total

Name of Director

£’000

Executive Directors

David Montgomery

2023

212

223

980

1,225

2022

205

216

Mark Hollinshead

2023

212

223

840

1,063

2022

205

216

John Rowe

2023

215

223

2022

102

Sheree Manning

2023

159

180

2022

Non-Executive Directors

Daniel Cammiade

2023

2022

David Fordham

2023

2022

David Lindsay

2023

2022

Former Directors

Vijay Vaghela

2023

103

109

980

1,089

2022

205

216

Steve Barber

2023

2022

TOTAL

2023

1,026

1,083

2,800

3,950

TOTAL

2022

779

870

885

1) David Montgomery received a cash equivalent dividend on his unexercised 4,432,177 VCP shares, as per the rules of the VCP

Plan, of £22,160.89.

2) John Rowe received Digital Steering Group consultancy fees of £58k during the period from 1 September 2022 until 31

December 2022. On 24 February 2023 John was appointed as an Executive Director, and resigned from both the Audit & Risk

Committee and Remuneration Committee on 3 March 2023.

3) Sheree Manning was appointed as an Executive Director on 9 November 2023, and her remuneration is presented for the full

year. No comparatives have been presented for 2022, when she was not an Executive Director. Taxable benefits include private

medical insurance and car allowance. From 9 November 2023, Sheree’s basic pay is £185k, pension benefit is 8% of salary

capped at £125,000, and the car allowance is nil.

4) Daniel Cammiade was appointed as Remuneration Committee chair on 1 December 2022, his increased salary in 2023 reflects

the additional fee for holding this position.

5) David Lindsay was appointed 14 September 2022. David’s single year variable pay of £45k was for one-off financial

consultancy services for an incomplete acquisition (2022: £15k). This work was undertaken between July and November 2023

(2022: October and November 2022).

6) Vijay Vaghela resigned on 14 September 2022 the table above shows his remuneration including his notice period. Vijay

Vaghela was paid his base salary and benefits until his employment ended on 30 June 2023. He received no bonus in respect

of 2022 and did not participate in 2023 annual bonus. Vijay Vaghela has been deemed a good leaver, and was entitled to his

VCP share options award as he remained employed by the Company after 23 April 2023.

7) Steve Barber resigned 22 July 2022.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

8) The multiple-year variable values for 2023 reflect the VCP share vesting price of 22.1p on the 17 April 2023. David Montgomery

received a VCP share award of 4,432,177 options, valued at £980k on the vesting date, and they remain unexercised at the

period end. Mark Hollinshead received a VCP share award of 3,799,009 options, valued at £840k on the vesting date, and they

were exercised during the period. The VCP award was based on delivering absolute total shareholder return above the hurdle

rate detailed above. As such, the entire value noted specified above was based on share price appreciation.

Salaries and fees

The Chairman, Chief Operating Officer and Executive Director salaries were increased by 4% to £214,240 pa

effective 1 April 2023, lower than the minimum increase awarded to all employees. Non-Executive Director base

fees are £35,000 per annum, with additional fees for Chairing the Audit and Remuneration Committees of £10,000

pa. An additional fee of £15,000 would be paid to the Senior Independent Director, however, there is no Non-

Executive Director currently holding this position.

Annual bonus

The Company operated an annual bonus plan for 2023 based on financial and operational targets including EBITDA

performance weighted at 67% and digital revenue performance weighted at 33%. The maximum bonus opportunity

was 40% of salary for David Montgomery, Mark Hollinshead and John Rowe. No bonus was payable for 2023

performance as Actual EBITDA was 8% below base target, and Digital Revenues 25% below base target.

Measure Weighting Threshold £m Maximum £m Outcome*

% of bonus

opportunity

payable

Adjusted

EBITDA

67%

£9.0m

£11.2m

£8.2m

Digital revenue

33%

£21.8m

£22.4m

£17.1m

*In accordance with the bonus scheme rules, material acquisitions have been excluded as they were not included in the bonus

measures. Adjusted EBITDA of £8.2m excludes £1.3 million contribution from material acquisitions. Digital revenue of £17.1m

excludes £1.3 million contribution from material acquisitions.

LTIP interests awarded in 2023 (audited)

On 30 March 2023, David Montgomery, Mark Hollinshead and Sheree Manning were granted awards under the

LTIP in the form of performance shares. The three-year period over which performance will be measured on 27

December 2025. To the extent that performance conditions are met, awards will vest on 30 March 2026.

Name of Director

Date of grant

Shares over which

awards granted

Value of

awards

granted (£)

% of

salary

David Montgomery

30 March 2023

389,527

85,696

Mark Hollinshead

30 March 2023

389,527

85,696

Sheree Manning

30 March 2023

142,500

31,350

The base price for calculating the level of awards was 22.0p, the share price on the date of grant.

Vesting of LTIP awards granted (as nil cost options) in 2023 is subject to two performance conditions: Adjusted

Earnings per share (EPS) and Total Shareholder Return (TSR), representing 50% of each award. Further details

of the targets applying to these awards are included in the tables below.

John Rowe has a separate long term conditional bonus arrangement, payable in cash, that mirrors the LTIP 2023

scheme, for the equivalent of 389,527 share awards. This award is subject to the same performance conditions as

those of the Executives.

Adjusted EPS performance target

Up to 50% of the total performance shares will vest dependent upon the achievement of an adjusted EPS target

for the Performance period. On satisfaction of the EPS Performance Target condition, the Option shall be capable

of vesting as calculated on a straight-line basis between 25% and 100% and any entitlement to a fraction of a

Share shall be rounded down to the nearest whole share.

EPS target

% of award exercised

Below 3.1p

Nil

3.1p

25%

3.6p

100%

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Total shareholder return performance target

The TSR target shall be based on the compound percentage annual shareholder return achieved per Share in

the Company over the Performance Period.

TSR target

% of award exercised

Below 8.0% per annum

Nil

25%

16%

100%

On satisfaction of the TSR Performance Target Condition, this Option shall be capable of Vesting as calculated on

a straight-line basis between 25% and 100% and any entitlement to a fraction of a Share shall be rounded down

to the nearest whole Share (such Shares being, "TSR Performance Target Condition Shares").

As soon as practical following the end of the Performance Period or on such earlier date as required under the

Plan, the Committee will determine the extent to which the EPS Performance Target Condition and the TSR

Performance Target Condition have been satisfied, and the number of EPS Performance Target Condition Shares

and TSR Performance Target Condition Shares in respect of which the Option is capable of Vesting.

In making its determination in relation to the achievement of the above conditions, the Committee may, in line with

the Good Governance Practice, exercise its discretion to override formulaic outcomes, including, without limitation,

to reflect overall corporate performance and the experience of shareholders in terms of value creation and if the

business has suffered an exceptional negative event.

The Remuneration Committee has discretion to adjust the level of vesting if in its opinion such level of vesting

resulting from the application of the performance conditions is considered not to be a fair and accurate reflection

of the performance of the Company or a fair and accurate reflection of the award holder’s performance or where

there is any other factor or any other circumstances which would make the level of vesting inappropriate without

adjustment.

Value Creation Plan

The overall effect of the VCP is that the three participants together were able to earn Ordinary Shares equivalent

in value to 10% of any equity value created above an 8% compound annual growth rate based on the measurement

of absolute total shareholder return generated over the VCP performance period. The equity value created was

calculated under the plan as the market capitalisation of the Company at the end of the VCP performance period

less the net invested capital in the Company.

The number of share options awarded to the participants totalled 12,663,363 shares. This share award was

determined by the Testing period, which was defined as the period of 20 dealing days commencing on and

immediately following the Performance Period End Date (defined as the date the Company’s results for the year-

ended 31 December 2022 published on 16 March 2023). The calculated average share price over the 20 dealing

days from 16 March 2023 to Friday 14 April 2023 was 22.1p. The VCP share awards were satisfied by the issue

of new shares.

Following the vesting of the VCP award on 17 April 2023 Mark Hollinshead exercised options over 3,799,009

ordinary shares, selling 1,085,638 giving him a total beneficial interest in 3,471,278 ordinary shares, at the period-

end. Further details of the VCP and other share options held by directors are shown on page 51.

Number of shares awarded

price

Market

value

£m

Market

value at

compound

growth

£m

Growth

above 8%

hurdle

£m

10% of

growth

£m

David

Montgomery

Vijay

Vaghela*

Mark

Hollinshead

Total

22.1p 57.4 29.4 28.0 2.8 4,432,177 4,432,177 3,799,009 12,663,363

* Vijay Vaghela resigned on 14 September 2022. The Remuneration Committee decided that Vijay was deemed a good leaver,

and was entitled to his VCP share options award as he remained employed by the Company after 23 April 2023.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Outstanding share awards

The table below sets out details of the Executive Directors’ outstanding awards under the Value Creation Plan

(VCP) and Long Term Incentive Plan (LTIP), including those awards made in 2023 and shown in the previous table.

Name of Director Type of

award

Date of

award

Applicable

share price

at grant

(pence)

Number of

shares at

December

2022

Exercised

during the

period

Number of

outstanding

share awards

at 30

December

2023

Date from

which

exercisable

Expiry date

David Montgomery VCP 15/11/2021 10.0p - - 4,432,177 17/04/2023 17/04/2025

LTIP 15/12/2022 19.5p 1,056,410 - 1,056,410 15/12/2025 15/12/2035

LTIP 30/03/2023 22.0p - - 389,527 30/03/2026 30/03/2036

Mark Hollinshead VCP 15/11/2021 10.0p - 3,799,009 - 17/04/2023 17/04/2025

LTIP 15/12/2022 19.5p 792,308 - 792,308 15/12/2025 15/12/2035

LTIP 30/03/2023 22.0p - - 389,527 30/03/2026 30/03/2036

Sheree Manning LTIP 30/03/2023 22.0p - - 142,500 30/03/2026 30/03/2036

In addition, on 30 March 2023 John Rowe was awarded a notional option to receive a cash sum equal to the value

of the same number of shares awarded to the other two Executive Directors in place at that time.

Directors' shares (audited)

The interests of the Directors in the share capital of the Company as at 30 December 2023 and at the date of this

report, together with the market value of the shares as at 29 December 2023 (as 30 December 2023 was not a

trading day) are set out in the table below:

Director

Position

Ordinary

Market Value

29 December 2023

£’000

% of Salary for

Executive

Directors

David Montgomery

Executive Chairman 19,231,631 2,644 1,247%

Mark Hollinshead

Chief Operating Officer 3,471,278 477 225%

John Rowe

Executive Director 1,531,631 211 98%

Sheree Manning

Chief Financial Officer - - n/a

Danny Cammiade Non-Executive Director 513,200 71 n/a

David Fordham Non-Executive Director - - n/a

David Lindsay Non-Executive Director 100,000 14

David Montgomery holds more shares than the Shareholding Guideline of 100% of salary.

Mark Hollinshead’s shares include the VCP shares he held a beneficial interest in.

John Rowe was appointed as an Executive Director on 24 February 2023.

Sheree Manning was appointed as an Executive Director on 9 November 2023.

Advice on remuneration

During the year, h2glenfern Remuneration Advisory advised the Committee on certain aspects of the remuneration

of the Executive Directors. Fees of £25,000 exclusive of VAT were paid which included a fixed retainer fee (2022:

£25,000). h2glenfern Remuneration Advisory is a member of the Remuneration Consultants Group and, as such,

voluntarily adheres to its Code of Conduct. The Committee considers the advice that it receives from h2glenfern to

be independent.

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

Performance graph against Executive Chairman remuneration

The chart below shows the Company’s share price since 2019 when the Company first listed, compared to FTSE

Small Cap Index, which is considered the most appropriate form of ‘broad equity market index’ against which the

Company’s performance can be measured.

The five-year single figure of remuneration history for the Chief Executive Officer is shown in the table below.

Executive Chairman

Total fixed

remuneration

Annual bonus - % of

maximum

LTIP vesting - % of

maximum

2023

David Montgomery

£223,405

n/a

2022

David Montgomery

£216,145

n/a

2021

David Montgomery

£173,000

n/a

2020

David Montgomery

£5,000

n/a

2019

David Montgomery

£1,250*

n/a

* this figure is for the period 29 May 2019 to 31 December 2019.

The VCP did not have a maximum value. It vested during 2023 and full details are set out above.

Percentage change in remuneration of Executive Chairman

The table below outlines the increase in salary, other pay and benefits and annual bonus for the Executive Chairman

for the 52 weeks ended 30 December 2023 compared with the wider workforce.

CEO

Employee

% increase

Salary, other pay and benefits

4.5% for staff

Taxable benefits

Nil

Annual bonus

Nil

1000

2000

3000

4000

5000

6000

7000

8000

9000

Apr-21

May-21

Jun-21

Jul-21

Aug-21

Sep-21

Oct-21

Nov-21

Dec-21

Jan-22

Feb-22

Mar-22

Apr-22

May-22

Jun-22

Jul-22

Aug-22

Sep-22

Oct-22

Nov-22

Dec-22

Jan-23

Feb-23

Mar-23

Apr-23

May-23

Jun-23

Jul-23

Aug-23

Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Value (p)

Share price history

NW Plc FTSE Small Cap (SMX) Index

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

All figures are expressed as percentage changes from the prior year.

In the prior period, the pay increase awarded to the CEO on 1 April 2022 was 3%, consistent with the minimum

awarded to all employees.

The base salary and taxable benefits for all other employees is calculated using the increase in the earnings of

employees taken from salary, as at the end of the year and the end of the previous year and payroll and P11D data

from the relevant tax years. The table is based on a consistent set of employees, i.e., the same individuals appear

in both years’ populations. There was no annual bonus paid in 2023, 2022 or 2021. The base salary data for part-

time employees has been pro-rated up to the full-time equivalent.

Pay ratio information in relation to the total remuneration of the Executive Chairman

The table below sets out the ratio of the total remuneration received by the Executive Chairman to the total

remuneration received by the employees at the median, 25th and 75th percentiles.

National World’s pay ratios have been calculated using Option B methodology as set out in the remuneration

regulations. The annual gender pay reporting is a robust set of data to identify the representative employees in the

organisation at median, lower and upper quartile.

The 25th, 50th and 75th percentile employees have been identified from the list of full pay relevant employees in

the organisation on 5 April 2023. The total remuneration for these individuals has then been calculated based on

all components of pay for 2023, including base salary, performance-based pay, pension and benefits. The

Remuneration Committee considers that this provides an outcome that is representative of the employees at these

pay levels. Where an identified employee was part-time, their figures have been converted to a full-time equivalent.

No other adjustments were necessary and no elements of employee remuneration have been excluded from the

pay ratio calculation. National World’s employer pension contributions, Company-paid benefits and voluntary

benefit scheme options are consistent for all UK employees, including the Executive Chairman.

Year

Method

percentile pay

ratio

Median pay ratio

percentile pay

ratio

2023

Option B

54 : 1

38 : 1

29 : 1

2022

Option B

9 : 1

7 : 1

6 : 1

2021

Option B

7 : 1

6 : 1

5 : 1

The pay ratios for 2023 are high due to the inclusion of the VCP share award, excluding the VCP the pay ratios

were 9:1 (25

percentile), 7:1 (median) and 5:1 (75

percentile). The pay ratios for 2021 are low due to the

base salary increase for the CEO applying from 1 July 2021.

Supporting data compensation figures for 2023:

Method

percentile pay

ratio

Median pay ratio

percentile pay

ratio

Total pay and benefits

Option B

£22,374

£31,451

£42,009

Salary

Option B

£22,211

£30,721

£40,267

Relative importance of spend on pay (audited)

The following table shows the Group’s actual spend on pay for all Group employees including Executive Directors

relative to revenue / adjusted EBITDA / adjusted EBIT.

2023

£m

2022

£m

Change

Expenditure on Group Employees’ pay

44.4

41.6

Revenue

88.4

84.1

Adjusted EBITDA

9.5

9.7

-2

Adjusted EBIT

9.1

9.3

-2

Compliance - the Corporate Governance Code

The Committee has considered and will continue to monitor the regulatory environment and in particular the revised

UK Corporate Governance Code. The Committee is satisfied that in respect of 2023 the Remuneration Policy

operated as intended in terms of Company performance and quantum.

The Committee will ensure that policies and practices are consistent with the six factors set out in Provision 40 of

the Code, namely Clarity, Simplicity, Risk, Predictability, Proportionality and Alignment of Culture. Given the limited

National World plc

Remuneration Report

For the 52 weeks ended 30 December 2023

and simple nature of existing remuneration arrangements, the Committee believes they are consistent with these

principles.

Clarity

The Remuneration

Committee is committed to transparency. Disclosures in this

Remuneration Report are intended to be clear, simple and full.

Simplicity

The structure of the Remuneration Policy is commonly used by UK quoted companies.

The principles behind the VCP and its workings are intended to be as simple as possible.

Risk The Remuneration Committee recognises the risk of target-

based plans. The

Remuneration Committee will seek to mitigate this risk through careful consideration and

setting of performance targets, the use of a long term incentive plan and the

shareholding guideline aligning executives with shareholders over the long term.

Predictability Remuneration arrangements are intended to be structured and orderly. A range of

possible outcomes for Executive Director remuneration is set out in the policy.

Proportionality There is a clear link between individual awards and the delivery of strategy, particularly

through objectives of the bonus scheme which are disclosed retrospectively in the

Annual Report on Remuneration. The link of remuneration outcomes to long-term

performance is primarily through the LTIP which has stretching targets as well as having

vesting values which are directly linked with share price performance.

Alignment of Culture

The Remuneration Policy is aligned to core values, being designed to ensure that

successful long-term partnership with shareholders delivers

good rewards to the

Executive Directors, the Senior Leadership Team and the workforce as a whole.

Dilution

The Long Term Incentive Plan rules amongst other things include a limitation on the number of new shares issued,

which when aggregated with all other employee share awards, must not exceed 10% of issued share capital over

any ten-year period excluding the VCP.

2023 AGM

At the 2023 AGM, the advisory resolution to approve the Remuneration Report was supported by 98.71 per cent

of votes cast.

Approved on behalf of the Board of Directors by:

Danny Cammiade

Chairman of Remuneration Committee

21 March 2024

National World plc

Governance Report

For the 52 weeks ended 30 December 2023

Introduction

The Board is committed to sound corporate governance and has adopted the Financial Reporting Council’s UK

Corporate Governance Code July 2018 (“Code”). The Code can be found at www.frc.org.uk.

The Directors recognise the value of the Code and will take necessary measures to ensure that the Company

complies, taking into account the Company’s size and the nature of its business. This report sets out in broad terms

how we comply at this point in time and sets out the reasoning where we are not compliant. Where we are not

compliant, we intend to achieve compliance as soon as practically possible.

The following statements correspond to the principles set out in the Code.

1. Board Leadership and Company Purpose

It is the Board’s responsibility to provide strategic oversight and guidance to ensure the Company is able to create

and sustain shareholder value over the long term. For this purpose, the Board encourages an open, respectful and

collaborative working environment where all Directors voice their opinions and contribute constructively to the

debate.

The Board is committed to maintaining the Company’s culture, values and standards. The Board ensures that all

key matters affecting the Company are considered and that material risks and opportunities are identified and

discussed by the Board.

The Company values the views of its shareholders and recognises their interest in the Company’s strategy and

performance and Board membership. The Board communicates with its shareholders principally through RNS

announcements, the Annual Report, and the Company’s website. The Executive Directors regularly engage with

shareholders during the year. The Non-Executive Directors have the opportunity to engage directly with

shareholders at the AGM and on other occasions if appropriate. The upcoming AGM will give the Directors the

opportunity to report to shareholders on current and proposed operations of the Company and enables shareholders

to express their views on the Company’s business activities. Committee Chairs will also use the AGM as a forum

to engage with shareholders on significant matters related to their areas of responsibility. The Company’s

interactions with other stakeholders are outlined in the Section 172 Report of the Strategic Report section of this

Annual Report.

As 2021 was the first year the Group had employees, other than the directors of the Company, no Director is

appointed from the workforce, no formal workforce advisory panel exists and the workforce has no designated Non-

Executive Director. Other sections of the Code relating to workforce engagement and workforce related matters

were therefore not applicable to the Company. The National Union of Journalists (NUJ) is recognised in a number

of regions with the Group and regular, constructive meetings are held between local management and local NUJ

representatives from the workforce. The Group HR Director is responsible for any national level dialogue with the

NUJ and is apprised of all matters being dealt with locally by regional management teams.

The Group has a clear approach on diversity and inclusion and does not tolerate any form of bias. A formalised

diversity and inclusion policy was finalised and implemented in 2022.

2. Division of Responsibilities

The Company’s business is directed by the Board, which is comprised of an Executive Chairman, the Chief

Operating Officer, the Chief Financial Officer, the Executive Director and three Non-Executive Directors, two of

whom are considered independent notwithstanding shareholdings in the Company. As such, we are currently not

in compliance with the Code, as less than half the board are Non-Executive Directors, of which two are considered

to be independent. We plan to address this in 2024. The Board provides leadership and direction for the Company,

sets overall strategy and oversees implementation, ensures appropriate systems and processes are in place to

monitor and manage risk and compliance issues and takes responsibility for financial performance and corporate

governance.

The Executive Chairman is primarily responsible for the leadership and effectiveness of the Board and the

Company’s corporate strategy. The Executive Chairman’s responsibilities also include leading the development

and execution of the Company’s long-term strategy, overseeing matters pertaining to the running of the Company

and ensuring that the Company meets all legal, compliance and corporate requirements. High level strategic

decisions are discussed and taken by the Board with recommendations as appropriate from the Executives.

Operational decisions are taken by the Executives, including the Executive Chairman, Chief Operating Officer, Chief

Financial Officer and Executive Director.

The biographical details of the Directors are set out on pages 49 to 50. Whilst the Directors are of the opinion that

the Board comprises a suitable balance, it is not in compliance with the recommendations of the Code in relationship

to diversity and plan to address this during 2024.

National World plc

Governance Report

For the 52 weeks ended 30 December 2023

During the reporting period, the Board considered all relevant matters within its remit, but focused in particular on

the identification of suitable acquisition opportunities for the Company to pursue, the associated due diligence work

as required and the decisions thereon.

Attendance at Board and Committee meetings during the 52 weeks ended 30 December 2023 is outlined below.

Member

Position

Board

attendance

Audit

Committee

attendance

Remuneration

Committee

attendance

Nomination

Committee

attendance

David Montgomery

Executive Chairman

Mark Hollinshead

Chief Operating Officer

Sheree Manning*

Chief Financial Officer

John Rowe

Non-Executive Director

Daniel Cammiade

Non-Executive Director

David Fordham

Non-Executive Director

David Lindsay

Non-Executive Director

* Sheree Manning was appointed on 9 November 2023

The Company does not have an independent Chairman given the executive function of the Chairman. The

Executive Chairman has a significant shareholding in the Company. The Company does not have a separate CEO

and, where appropriate, the Executive Chairman assumes the role of CEO. While it is the Board’s opinion that the

current arrangements are appropriate to the Company at this stage of development the Board recognises the Code

requirement on splitting the roles and will keep this under review. Meanwhile there are sufficient compliance

structures within the Company to ensure that the governance functions that would be part of an independent

Chairman’s responsibility are met. The Company does not currently have a Senior Independent Director (SID), and

intends to appoint a SID in 2024 to make it compliant with the Code. The Board is satisfied with the balance

between Executive and Non-Executive Directors which allows it to exercise objectivity in decision making and

proper control of the Company’s business. National World plc was listed in 2019 and commenced trading in January

2021. As the Company develops its strategy to modernise and grow the business it will also structure the Board

membership to achieve diversity and experience. The Board considers (with the exception of diversity) its

composition to be appropriate in view of the size and requirements of the Company’s business and the need to

maintain a practical and efficient balance between Executive and Non-Executive Directors.

The Non-Executive Directors’ role is to act as a sounding board to the Executive Chairman and to be available to

shareholders as and when necessary. The Non-Executive Directors also provide constructive input and monitor

the delivery of strategy within the risk parameters set by the Board. Other than David Fordham, who is appointed

as a representative by Media Concierge (Holdings) Limited, the Board considers the Non-Executive Directors to be

independent in character and judgement and that there are no relationships or circumstances which could materially

affect or interfere with the exercise of the Non-Executive Directors’ strong, independent judgement, knowledge and

experience. John Rowe was appointed as an Executive Director on 24 February 2023, and the Board is actively

recruiting a new Non-Executive Director and intends to appoint a SID in 2024.

It is the responsibility of the Executive Chairman and Company Secretary to ensure the Board members receive

sufficient and timely information regarding corporate and business issues to enable them to discharge their duties.

The Company Secretary attends Board meetings and is responsible for advising the Board on corporate governance

matters. The Board is also kept informed of changes in relevant legislation and changing commercial risks with the

assistance of the Company’s Legal Counsel and auditors.

3. Composition, succession and evaluation

The Board and its governance committees are considered to have the appropriate balance of skills, experience,

independence and knowledge of the Company to enable them to discharge their respective duties and

responsibilities effectively.

Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the

Company following their appointment and thereafter are subject to re-election in accordance with the Company's

articles of association. From the 2022 Annual General meeting all directors are subject to annual re-election as

required by the Code.

As National World was set up in 2019 and started trading from the beginning of 2021 it has not yet achieved an

acceptable level of diversity on the Board. The Board will seek to address this imbalance when recruiting new

Directors to the Board who have an appropriate mix of skills and experience.

National World plc

Governance Report

For the 52 weeks ended 30 December 2023

Audit, risk and internal control

The Audit & Risk Committee is primarily responsible for ensuring that the financial performance of the Company is

properly measured and reported on and for reviewing reports from external auditors relating to the Company’s

accounting and internal controls and for reviewing the effectiveness of the Company’s systems of internal control.

The Audit & Risk Committee is comprised of the two Non-Executive Directors, both of which are deemed

independent. The Committee Chair is David Lindsay, who has over 35 years of corporate finance experience. The

Audit and Risk Committee’s terms of reference are available on the Company’s website,

corporate.nationalworld.com.

The Annual Report describes the principal risks for the Company and the Board’s view of the Company’s position

and prospects.

The Board acknowledges its responsibility for a sound system of internal control to safeguard shareholders’

investments and the Company’s assets. Financial, technical and operational risks are reviewed regularly by the

Board and, where appropriate, the Audit & Risk Committee. The Annual Report describes the Company’s internal

control framework and risk mitigations.

5. Remuneration Committee

The Remuneration Committee monitors the remuneration policies of the Company to ensure they are consistent

with the Company’s business objectives. The Committee comprises of two Non-Executive Directors, of which both

are deemed independent and is chaired by Danny Cammiade. The Chair of the Committee formally served on the

Remuneration Committee for 12 months prior to his appointment, and the Board was satisfied that his extensive

prior experience had given him the required skills, knowledge and expertise for the role. The Remuneration

Committee uses h2glenfern Remuneration Advisory for advice and support on remuneration matters. The

Committee determines the individual remuneration package for the Executive Directors. Further information on

current remuneration policies and practices is provided in the Annual Report.

The Remuneration Committee’s terms of reference set out the factors the Remuneration Committee considers when

considering Executive Directors’ remuneration. No Directors are involved in deciding their own remuneration

outcome.

The Remuneration Committee’s terms of reference detail the factors influencing remuneration outcomes. The

Remuneration Committee’s terms of reference are available on the Company’s website

corporate.nationalworld.com.

6. Nomination Committee

The Nomination Committee’s terms of reference are available on our website, corporate.nationalworld.com. The

Terms state that the Nomination Committee comprises the Company’s Executive Chairman and the Senior

Independent Director (SID) and is chaired by the Executive Chairman. The Group does not currently have a SID,

following the resignation of Steve Barber in July 2022, and seeks to fill this position in 2024. On 23 February 2023,

the Board appointed David Lindsay, Danny Cammiade, and David Fordham as members of the Nomination

Committee.

7. DISCLOSURES REQUIRED BY PUBLICLY TRADED COMPANIES UNDER RULE 7.2.6R OF THE

UK LISTING AUTHORITY’S DISCLOSURE GUIDANCE AND TRANSPARENCY RULES

The following disclosures are made pursuant to Rule 7.2.6.R of the Financial Conduct Authority’s Disclosure

Guidance and Transparency Rules. As at 30 December 2023:

a) Details of significant direct or indirect holdings of securities of the Company are set out in the Directors’ Report

outlined in this document. The Company is not aware of any agreements between shareholders which may

result in restrictions on the transfer of securities or on voting rights.

b) There are no persons who hold securities carrying special rights regarding control of the Company.

c) All ordinary shares carry one vote per share without restriction.

d) The Company’s rules about the appointment and replacement of Directors are contained in the Company’s

constitution and accord with the Companies Act 2006. Amendments to the Company’s constitution must be

approved by the Company’s shareholders by passing a special resolution.

e) The Company may exercise in any manner permitted by the Companies Act 2006 any power which a public

company limited by shares may exercise under the Companies Act 2006. The business of the Company is

managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company

except any powers that the Companies Act 2006 or the constitution requires the Company to exercise.

f) Subject to any rights and restrictions attached to a class of shares and in compliance with the Companies Act

2006, the Company may allot and issue unissued shares and grant options over unissued shares, on any

terms, at any time and for any consideration, as the Directors resolve. This power of the Company can only

be exercised by the Directors. The Company may reduce its share capital and buy-back shares itself on any

terms and at any time. However, the Companies Act 2006 sets out certain procedures which must be followed

in relation to reductions in share capital and the buy-back of shares.

National World plc

Governance Report

For the 52 weeks ended 30 December 2023

This Governance Report was approved by the Board and signed on its behalf by:

David Montgomery

Executive Chairman

21 March 2024

National World plc

Nomination Committee Report

For the 52 weeks ended 30 December 2023

The Nomination Committee comprised of the Executive Chairman, David Montgomery, David Lindsay, Danny

Cammiade and David Fordham. The Nomination Committee is chaired by the Executive Chairman.

The Committee considers potential candidates for appointment to the Company's Board and senior management

who maintain the highest standards of corporate governance and have sufficient time to commit to the role.

The Nomination Committee held one meeting in February 2023 to discuss the change of role for John Rowe from

Non-Executive Director to Executive Director, and to consider the appointment of Sheree Manning as Chief

Financial Officer. The members recommended to the Board to appoint John Rowe as Executive Director. The

members consulted later in the year and made the recommendation to appoint Sheree Manning as Chief Financial

Officer.

The appointment of a further Non-Executive Director and a Senior Independent Director remains under

consideration.

On behalf of the Nomination Committee:

David Montgomery

Executive Chairman

21 March 2024

National World plc

Audit & Risk Committee Report

For the 52 weeks ended 30 December 2023

he Audit & Risk Committee comprised two Non-Executive Directors during 2023 and was chaired by David Lindsay.

The Audit & Risk Committee oversees the Company’s financial reporting and internal controls and provides a formal

reporting link with the external auditors. The ultimate responsibility for reviewing and approving the annual report

and financial statements and the half-yearly report remains with the Board.

Governance

The Code requires that at least one member of the Audit & Risk Committee has recent and relevant financial

experience. David Lindsay is a Chartered Accountant who has previously been CFO of three UK plc’s over an 11-

year period. As a result, the Board is satisfied that the Audit Committee has recent and relevant financial experience.

All Members of the Audit & Risk Committee are appointed by the Board, and the two members of the Audit & Risk

Committee are considered independent Non-Executive Directors in both character and judgement.

The Company's external auditor is Crowe U.K. LLP and the Audit & Risk Committee closely monitors the level of

audit and non-audit services it provides to the Company.

Meetings

There were three meetings of the Audit Committee in the period to 30 December 2023 (2022: four). The key work

undertaken by the Audit Committee is as follows:

● appointment and remuneration of external auditors and recommendation to the Board;

● review of audit planning and update on relevant accounting developments;

● consideration and approval of the risk management framework, appropriateness of key performance

indicators;

● consideration and review of half and full-year results;

● review of internal controls;

● consideration as to whether an internal audit function is required; the Committee confirmed that an internal

audit function was not necessary in 2023 in view of the limited scale of the business; and

● consideration of the broader risk management related matters including cyber security.

The Code states that the Audit & Risk Committee should have primary responsibility for making a recommendation

on the appointment, reappointment or removal of the external auditor. The Committee recommended the

reappointment of Crowe U.K. LLP as the external auditor to shareholders at the 2023 AGM and the reappointment

was approved by the shareholders.

There has been one meeting of the Audit & Risk Committee since the 2023 year end. This was primarily to review

the financial statements for 2023 and to discuss the outcome of the audit with the external auditors.

At the invitation of the Committee Chair, the Chairman, Chief Financial Officer and the Non-Executive Director attend

the relevant Audit & Risk Committee meetings during the year in order to maintain effective and open

communications. The external auditors, Crowe U.K. LLP, attend meetings and have direct access to the Committee

should they wish to raise any concerns outside of the formal Committee meetings.

Items discussed by the Audit & Risk Committee

The Audit & Risk Committee discussed the following items during its meetings in 2023:

● the control environment, including the processing and approval of costs incurred by the Company;

● going concern and Group prospects;

● the 2022 Annual Report, 2023 Interim results and related announcements;

● External auditor’s reports;

● risk management and internal controls;

● mitigation of litigation and complaints;

● review of acquisition accounting and disclosures;

● value creation plan accounting treatment and disclosures;

● review of alternative performance measures and disclosures;

● review of carrying value of intangible assets and investments;

● review and consideration of group prospects assessment and disclosure;

● review and discussion of the external audit planning report for the 2023 year-end audit and approval of the

2023 audit fees;

● financial reporting;

● whistleblowing charter and procedure;

● consideration of the broader risk management related matters including cyber security; and

● consideration and approval of the continued engagement of Crowe U.K. LLP as the Company’s reporting

accountants.

National World plc

Audit & Risk Committee Report

For the 52 weeks ended 30 December 2023

Since the 2023 year end the Committee has met twice, and considered the following:

● reviewed and discussed reports from management on the control environment;

● reviewed and assessed the Annual Report and the consolidated financial statements for the Company;

● reviewed and assessed the Preliminary results announcement for the 2023 annual results;

● considered the preliminary results announcement and in particular the annual report to ensure it provides

a fair, balanced and understandable review of the business;

● reviewed and discussed the findings from the external auditor as part of the 2023 year-end audit; and

● reviewed and discussed reports from management on the Review of Financial Statements, Going Concern

and Group Prospects, Carrying Value of Intangible Assets, Risk Management, Acquisition accounting and

Litigations & Complaints.

The Committee also addressed the disclosure of non-recurring costs and adjusted profits in order to ensure that

both statutory and adjusted figures were given equal prominence.

External auditor

The Company's external auditor is Crowe U.K. LLP. The external auditor has unrestricted access to the Audit

Committee Chairman. The Committee is satisfied that Crowe U.K. LLP has adequate policies and safeguards in

place to ensure that auditor objectivity and independence are maintained. The external auditors report to the Audit

Committee annually on their independence from the Company. In accordance with professional standards, the

partner responsible for the audit will be changed every five years. Crowe U.K. LLP was first appointed by the

Company in 2019, and therefore the current partner will rotate off the engagement after completing the audit for the

period ended 30 December 2023. Having assessed the performance, objectivity and independence of the auditors,

the Committee will be recommending the reappointment of Crowe U.K. LLP as auditors to the Company at the 2024

Annual General Meeting.

The audit fees payable to Crowe UK LLP for the 2023 interim review and 2023 audit are £287,811 (2022: £218,000).

David Lindsay

Chairman of the Audit & Risk Committee

21 March 2024

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

Independent Auditor’s Report to the members of National World PLC

Opinion

We have audited the financial statements of National World PLC (the “Parent Company”) and its subsidiaries (the

“Group”) for the 52 week period ended 30 December 2023 which comprise the Consolidated Income Statement

and the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial

Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Cash Flow Statement

and notes to the financial statements, including significant accounting policies. The financial reporting framework

that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted

international accounting standards. The financial reporting framework that has been applied in the preparation of

the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including

Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted

Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s

affairs as at 30 December 2023 and of the Group’s profit for the period then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable

law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit

of the financial statements section of our report. We are independent of the Group and the Parent Company in

accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of

accounting in the preparation of the Group and Parent Company financial statements is appropriate. Our evaluation

of the Directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern

basis of accounting included:

• Assessed the system of internal control over the cash flow management and budgeting processes;

• Assessed the reasonability of the inputs and assumptions in the budgets;

• Challenged overall integrity of the Budgeting model (mathematical accuracy);

• Challenged management assumptions over revenue growth (historical trend, external sources, sensitivity

analysis); EBITDA (future cost savings), other assumptions (tax rate, working capital interest etc.);

• Ensured that these forecasts are consistent with those used for impairment assessment;

• Performed a retrospective review on the budgets to mitigate the risk of management bias; and

• Reviewed the relevant disclosures in financial statements pertaining to going concern for accuracy.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company's ability

to continue as a going concern for a period of at least twelve months from when the financial statements are

authorised for issue.

In relation to the Group reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether

the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the

relevant sections of this report.

Overview of our audit approach

Our application of Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could

reasonably be expected to change the economic decisions of a user of the financial statements. We used the

concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

Based on our professional judgement, we determined overall materiality for the Group financial statements as a

whole to be £884,000 (2022: £842,000), based on a variety of performance based metrics, including 5% of adjusted

EBITDA and 1% of revenue. Materiality for the Parent Company financial statements as a whole was set at

£630,000 (2022: 636,000) based on 2% a percentage of total assets.

We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit

of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the

judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to

the internal control environment. For the Group performance materiality was set at £618,000 (2022: £588,000)

and £441,000 (2022: £470,000) for the Parent Company.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party

transactions and Directors’ remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of £44,000 (2022: £42,000). Errors

below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative

grounds.

Overview of the scope of our audit

The scope of the audit work and the design of audit tests undertaken was solely for the purposes of forming an

audit opinion on the consolidated financial statements of the Group. All entities included within the scope of the

consolidation were included within the scope of our audit testing.

Key Audit Matters

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

of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those which had the

greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of

the engagement team.

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

going concern section above.

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

Key audit matter

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

Valuation of Goodwill and other Intangible assets (Impairment) (see notes 13 and 14)

Valuation of Investments in the Parent Company (Impairment) (see note 40)

The aggregate balance of goodwill and

other intangible assets at the year end

amounted to £13.3m

and £11.6m

respectively (2022: £5.2m and £5.1m)

In accordance with IFRS, the Group is

required to test goodwill (intangible

assets) annually for impairment, or

more frequently if there are indications

that they might be impaired.

The Group is required to perform an

impairment review under IAS 36

requirements utilising value in use

(VIU) modelling for each cash

generating unit (CGU) based on

internal growth forecasts.

In responding to key audit matter, we performed the following audit

procedures:

- Assess

ed if the CGUs identified by management remain

appropriate and in accordance with IAS 36 and whether there are

any indicators of impairment. Considered different segments in the

assessment (print/digital).

- Obtained copies of any impairment reviews perfor

med by

management during the period end and challenged the

assumptions, including growth, terminal rates and discount rates

for reasonableness. We assessed whether the methodology used

to calculate recoverable amounts is in accordance with IAS 36.

- Challe

nged the inputs (WACC Rate, residual growth rate, revenue

growth rates) to models including comparison with external data

sources, performed sensitivity analyses on key assumptions.

Challenged the integrity of the model by testing the mathematical

accuracy of models.

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

Goodwill in National World Plc has

arisen as a result of the acquisition of

the JPIMedia Publishing Limited group

in the past and more recent

acquisitions in the year such as Insider

Media Ltd and MNA & PCS.

The key estimates and judgements

involved in arriving at the value in use

are as follows:

•Discount rate

•Long term growth rate / terminal rate

•EBITDA.

We consider the carrying value of

investments in the Group by the Parent

Company and the risk over potential

impairment to be a significant audit risk

due to the inherent uncertainty involved

in forecasting and discounting future

cash flows, which are the basis of the

assessment of recoverability.

- Audited management’s budgeting process, including main

working capital assumptions and performed a retrospective

review to understand whether the budgeting process is

susceptible to management bias.

- Engaged valuation specialists to assist in evaluating and

comparing to the relevant peer group the methodologies and

underlying assumptions applied by management in impairment

testing in particular those relating to discount rate calculation

compared to market expectations and industry data.

- Performed check for purchase price allocation (PPA) done by

Management for MNA and Insider (price allocation between

goodwill and other assets).

- Sensitised the impact by considering a range of plausible

downside scenarios.

- Reviewed the treatment and classification of any newly acquired

intangible assets.

- Assessed the adequacy of disclosures related to impairment in

the context of the applicable IFRS.

We found the resulting estimate of the recoverable amount of

goodwill and intangible assets to be acceptable.

Revenue recognition (see note 5)

Revenue is recognised in accordance

with the accounting policy set out in

the financial statements.

We focus on

the risk of material misstatement in

the recognition of revenue, as a result

of both fraud and error, because

revenue is material and is an

important determinant of the Group’s

profitability, which has a consequent

impact on its share price

performance.

In responding to key audit matter, we performed the following

audit procedures:

Obtained an understanding of the revenue recognition

process and the system of internal controls surrounding it.

- Considered key controls present in the process, evaluated

the design and implementation of relevant controls through

walkthroughs (including automated controls around pricing

and discount, revenue invoicing and cash application);

- Confirmed that revenue is recognised in accordance with the

accounting policies, and that the accounting policies are

appropriate and consistent with IFRS;

- Substantively tested a sample revenue transactions to verify

the existence through testing to the settled invoice and cash

receipt;

- Performed revenue cut-off testing pre / post period end.

Performed specific testing over credit notes raised within the

period and post year end.

- Ensured that revenue is recognised in the correct accounting

period, including confirming the accuracy of the calculation of

any deferred and accrued income balances.

- Reviewed the disclosure in the accounts to ensure the

requirements of IFRS 15 have been met.

We concluded that revenue was reasonably stated.

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

our opinion thereon, and we do not provide a separate opinion on these matters.

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

Other information

The other information comprises the information included in the annual report, other than the financial statements

and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a

material misstatement in the financial statements themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our audit

• the information given in the strategic report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements and those reports have been

prepared in accordance with applicable legal requirements;

• the information about internal control and risk management systems in relation to financial reporting

processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the

Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA

Rules), is consistent with the financial statements and has been prepared in accordance with applicable

legal requirements; and

• information about the Company’s corporate governance code and practices and about its administrative,

management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the

FCA Rules.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and their environment

obtained in the course of the audit, we have not identified material misstatements in:

• the strategic report or the directors’ report; or

• the information about internal control and risk management systems in relation to financial reporting

processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA

Rules.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires

us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit

have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ remuneration report to be audited

are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• a corporate governance statement has not been prepared by the Parent Company.

Corporate governance statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the

Corporate Governance Statement relating to the entity’s voluntary compliance with the provisions of the UK

Corporate Governance Code.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained

during the audit:

• Directors' statement with regards the appropriateness of adopting the going concern basis of accounting

and any material uncertainties identified set out on page 52;

• Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers

and why they period is appropriate set out on page 52.

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

• Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue

in operation and meets its liabilities set out on page 52;

• Directors' statement on fair, balanced and understandable set out on pages 53;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set

out on pages 34 to 36;

• Section of the annual report that describes the review of effectiveness of risk management and internal

control systems set out on page 74; and

• Section describing the work of the audit committee set out on pages 77.

Responsibilities of the Directors for the financial statements

As explained more fully in the Directors’ responsibilities statement set out on pages 53, the Directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view,

and for such internal control as the Directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and Parent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Directors either intend to liquidate the Group or Parent

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extend the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is

detailed below however the primary responsibility for the prevention and detection of fraud lies with management

and those charged with governance of the Company.

• We obtained an understanding of the legal and regulatory frameworks within which the Group operates,

focusing on those laws and regulations that have a direct effect on the determination of material amounts

and disclosures in the financial statements. The laws and regulations we considered in this context were

the Companies Act 2006, General Data Protection Regulations and the UK Corporate Governance Code.

• As part of our audit planning process, we assessed the different areas of the financial statements, including

disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct

enquiries were made with management and those charged with governance concerning both whether they

had any knowledge of any actual or suspected fraud and their assessment of the susceptibility to fraud;

• We considered the risk to be greater in areas involving significant management estimation or judgement

with particular attention paid to estimates or judgements impacting impairment of non-financial assets and

acquisitions in the period. Based on this assessment we designed audit procedures to focus on these

specific areas including a retrospective review of management judgements and assumptions related to

significant accounting estimates;

• We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made

in the preparation of the financial statements through testing a sample of material and non-material journal

entries;

• We held discussions with management, the Group’s legal counsel to gain an understanding of areas any

instances of non-compliance with laws and regulations.

• We made inquiries of individuals involved in the financial reporting process about inappropriate or unusual

activity relating to processing of journal entries and other adjustments;

• We reviewed significant transactions outside the normal course of business, or those that appear unusual;

• We obtained a list of related parties from management, and performed audit procedures to identify

undisclosed related party transactions;

National World plc

Independent Auditors’ Report

For the 52 weeks ended 30 December 2023

• We performed a detailed review of financial statements disclosures to ensure these were complete, having

regard to the explanations and information received in the course of the audit; and

• We considered the narrative and presentation of matters in the front section of the annual report, including

the Group’s use of Alternative Performance Measures and environmental disclosures.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the

financial statements may not be detected, even though the audit is properly planned and performed in accordance

with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from

fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including

deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s

report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed in November 2019 to audit the financial

statements for the year ending 31 December 2020 and subsequent financial periods. The period of total

uninterrupted engagement is four years, covering the periods ending 31 December 2020, 1 January 2022, 31

December 2022 and 30 December 2023.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent

Company and we remain independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members

those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Leo Malkin

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

55 Ludgate Hill

London

EC4M 7JW, UK

21 March 2024

National World plc

Consolidated Income Statement

For the 52 weeks ended 30 December 2023

		52 weeks ended	52 weeks ended
		30 December 2023	31 December 2022
	Note	£m	£m
Continuing operations
Revenue	5	88.4	84.1
Cost of sales		(64.1)	(63.5)
Gross profit		24.3	20.6
Operating expenses before non-recurring items		(16.3)	(11.7)
Non-recurring items:	6
Restructuring and redundancy		(3.6)	(3.3)
ROUA impairment		(0.1)	(0.1)
Incomplete acquisition costs		(1.2)	-
Acquisition transaction costs		(0.4)	-
Onerous property costs		(0.1)	-
Aborted transaction costs		-	(0.3)
Total operating expenses		(21.8)	(15.4)
Operating profit		2.6	5.2
Financing
Finance costs	10	(0.2)	(0.3)
Interest income	9	0.7	0.2
Net finance income/(expense)		0.5	(0.1)
Profit before tax		3.1	5.1
Tax (expense)/credit	11	(0.4)	0.1
Profit after tax from continuing operations		2.7	5.2
Earnings per share	12
Earnings per share – basic		1.0p	2.0p
Earnings per share - diluted		1.0p	1.9p

Note 12 includes the calculation of adjusted earnings per share and Note 31 presents the reconciliation between the statutory

and adjusted results.

Consolidated Statement of Comprehensive Income

For the 52 weeks ended 30 December 2023

	52 weeks ended	52 weeks ended
	30 December 2023	31 December 2022
	£m	£m
Profit for the period	2.7	5.2
Total other comprehensive profit for the period	-	-
Total comprehensive profit for the period	2.7	5.2

National World plc

Consolidated Statement of Financial Position

As at 30 December 2023

		As at	As at
		30 December	31 December
		2023	2022
	Note	£m	£m
Non-current assets
Goodwill	13	13.3	5.2
Intangible assets	14	11.6	5.1
Tangible assets	15	1.1	0.9
Investments	41	1.1	1.1
Right of use assets	19	0.8	0.4
Deferred tax	21	2.5	4.2
		30.4	16.9
Current assets
Inventory	16	-	0.1
Trade and other receivables	17	15.3	11.3
Cash and cash equivalents	17	10.7	27.0
		26.0	38.4
Assets classified as held for sale	33	1.0	-
Total assets		57.4	55.3
Current liabilities
Trade and other payables	17	(19.9)	(15.9)
Borrowings	23	-	(1.0)
Lease liabilities	19	(0.8)	(0.5)
Deferred consideration	24	-	(2.5)
Provisions	22	(0.9)	(0.6)
		(21.6)	(20.5)
Non-current liabilities
Lease liabilities	19	(0.2)	(0.3)
Deferred consideration	24	-	-
Provisions	22	-	(0.5)
		(0.2)	(0.8)
Liabilities classified as held for sale	33	(0.1)	-
Total liabilities		(21.9)	(21.3)
Net assets		35.5	34.0
Equity
Share capital	29	0.3	0.3
Share premium	29	27.4	24.6
Retained earnings	29	7.8	9.1
Total equity		35.5	34.0

The financial statements were approved by the Board of Directors and authorised for issue on 21 March 2024.

The notes on pages 89 to 116 form part of these financial statements.

David Montgomery Sheree Manning

Executive Chairman Chief Financial Officer

National World plc

Consolidated Statement of Changes in Equity

For the 52 weeks ended 30 December 2023

				Retained
				earnings/
		Share	Share	(accumulated	Total
		capital	premium	losses)	equity
	Note	£m	£m	£m	£m
As at 1 January 2022		0.3	24.6	3.9	28.8
Profit for the period		-	-	5.2	5.2
Total comprehensive profit for the period		-	-	5.2	5.2
As at 31 December 2022		0.3	24.6	9.1	34.0
As at 1 January 2023		0.3	24.6	9.1	34.0
Profit for the period		-	-	2.7	2.7
Total comprehensive profit for the period		-	-	2.7	2.7
Issue of new ordinary shares	29	-	2.8	(2.8)	-
Long-term incentive share based payments charge	28	-	-	0.2	0.2
Dividend paid to shareholders on 5 July 2023		-	-	(1.4)	(1.4)
As at 30 December 2023		0.3	27.4	7.8	35.5

The notes on pages 89 to 116 form part of these financial statements.

National World plc

Consolidated Cash Flow Statement

For the 52 weeks ended 30 December 2023

		52 weeks ended	52 weeks ended
		30 December	31 December
		2023	2022
	Note	£m	£m
Cash flow from operating activities
Cash generated from operations	25	4.4	9.5
Net cash inflow from operating activities		4.4	9.5
Investing activities
Acquisition of subsidiaries	24	(16.5)	(2.6)
Cash acquired in subsidiaries		1.5	-
Acquisition transaction costs	6	(0.4)	-
Incomplete acquisition costs		(0.5)	-
Investment in The News Movement	40	-	(1.1)
Interest earned	9	0.7	0.2
Acquisition of intangible assets	14	(1.7)	(0.2)
Purchase of tangible assets	15	(0.4)	(0.4)
Net cash outflow from investing activities		(17.3)	(4.1)
Financing activities
Net Interest paid	10	(0.1)	(0.2)
Capital repayments of lease payments	19	(0.8)	(1.1)
Interest element of lease rental payments	10,19	(0.1)	(0.1)
Dividend paid		(1.4)	-
Debt repayment	23	(1.0)	-
Net cash utilised from financing activities		(3.4)	(1.4)
Net (decrease)/increase in cash and cash equivalents		(16.3)	4.0
Cash and cash equivalents at the beginning of the period		27.0	23.0
Cash and cash equivalents at the end of the period		10.7	27.0

The notes on pages 89 to 116 form part of these financial statements.

National World plc

Notes to the Consolidated Financial Statements

For the 52 weeks ended 30 December 2023

1. General information

National World plc (‘the Company’) is a public limited company listed on the London Stock Exchange in England and Wales. The Company

is domiciled in England and its registered office is Suite E3 Joseph's Well, Hanover Walk, Leeds, United Kingdom, LS3 1AB, United

Kingdom. The principal activities of the Group are to provide news and information services in the United Kingdom through a portfolio of

multimedia publications and websites.

The consolidated Financial Statements of the Company and its subsidiaries (together referred to as the ‘Group’) for the 52 weeks ended 30

December 2023 were approved by the Directors on 21 March 2024.

2. Basis of preparation

These consolidated financial statements have been prepared in accordance with United Kingdom adopted international accounting

standards and the applicable legal requirements of the Companies Act 2006. The consolidated Financial Statements were authorised for

issue by the Board of Directors on [21 March 2024].

The financial statements of the Company for the 52 weeks ended 30 December 2023, prepared in accordance with applicable law and UK

Accounting Practice, including FRS 101 ‘Reduced Disclosure Framework’, are presented on pages 119 to 123.

These Financial Statements are presented in British pounds, which is the functional currency of all entities in the Group. All financial

information has been rounded to the nearest hundred thousand except when otherwise indicated.

The Company presents the results on a statutory and adjusted basis as described in Note 3.

These Financial Statements have been prepared under the historical cost basis.

Going concern

The consolidated financial statements have been prepared on a going concern basis as set out in the Strategic Report of this financial report.

Changes in accounting policies and disclosures

The standards that became applicable for the year did not materially impact the Group’s accounting policies and did not require

retrospective adjustments.

3. Significant accounting policies

The accounting policies adopted are consistent with those of the Company and National World Group for the previous year. The

Company’s 2023 annual report is available at nationalworldplc.com.

New and revised IFRS Standards in issue but not yet effective

There are no standards that are issued but not yet effective that would be expected to have a material impact on the entity in the

current or future reporting periods and on foreseeable future transactions.

Basis of consolidation

The Group Financial Statements consolidate the Financial Statements of the Company and all its subsidiary undertakings owned in

the 52 weeks ended 30 December 2023. The comparative financial statements are for the 52 weeks ended 31 December 2022.

Subsidiaries are included in the Group’s Financial Statements using the acquisition method of accounting. The results of subsidiaries

acquired or disposed of during the period are consolidated from the effective date of acquisition or up to the effective date of disposal,

as appropriate. Purchase consideration is allocated to the assets and liabilities on the basis of their fair value at the date of acquisition.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used into line with

those used by the Group.

Business combinations

The acquisition of subsidiaries are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate

of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the Group

in exchange for control of the acquiree. Acquisition related costs are recognised in the Income Statement as incurred.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3, including

publishing titles, are recognised at their fair value at the acquisition date.

Segments

The performance of the Group is presented as a single reporting segment as this is the basis of internal reports regularly reviewed by

the Board and chief operating decision makers (Executive Directors) to allocate resources and to assess performance. The Group’s

operations are located in the UK and the Group is not subject to significant seasonality.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Revenue recognition

The Group recognises revenue when goods/services are provided and the performance obligation is fulfilled.

The categories of revenue for the Group are:

•

Print publishing comprises all revenue driven by the local newspaper titles, including all digital revenue packages sold

with print and circulation revenue (including subscriptions).

•

Digital publishing comprises all revenue sold programmatically, digital-led direct sales, subscriptions, syndication and

revenue generated from the Google and Facebook content initiatives.

•

Other revenue reflects revenue from events, grants from the BBC for local democracy reporters and from Facebook for

the funding of journalists, and Press Computer Systems Limited revenue.

The Group recognises revenue from the following major sources:

Advertising revenue

Advertising revenue is recognised on publication of the advertisement, which is when the performance obligation has been fulfilled. If

an advertising campaign relates to a longer duration of time, revenue will be recognised over the period of the campaign, reflecting the

pattern in which the performance obligation was fulfilled.

Circulation revenue

The Group sells newspapers through wholesalers and distributors. Revenue is recognised, net of returns and discounts, when the

performance obligation has been fulfilled being when the goods have been delivered to or purchased by a reader. A receivable is

recognised by the Group when the wholesaler and distributor confirm the number of copies sold as this represents the point in time at

which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

Print and digital subscriptions

Subscription revenues are recognised over the duration of the subscription with the provision of a newspaper, digital newspaper edition

or full access to the website or App being the performance obligation.

Other print and digital revenue

Other revenues include syndication, provision of leaflets and readers’ offers. The performance obligation is fulfilled, and revenue is

recognised on publication of the product, holding of the event, when goods have been purchased by a reader or at a point when the

service is provided, depending on the nature of the other revenue.

Other revenue

Other revenue includes events, Press Computer Systems Limited revenue and grants from the BBC for local democracy reporters

and from Facebook for the funding of journalists.

Events revenue is recognised at the point in time at which the event takes place. Customers are billed for the event in advance,

with consideration received before the event date.

Contract assets

Where the performance obligation has been fulfilled, but the customer has not yet been billed, a contract asset is recognised. The

contract assets balance is released once the sales invoice has been issued.

Contract liabilities

Sales invoices are raised in line with the contract terms and reported in contract liabilities until the performance obligations identified in

the contract are fulfilled and revenue can be recognised. The contract liabilities balance is released once the performance obligation

has been fulfilled.

Pension costs

The Group participates in three defined contribution schemes: the National World Publishing Limited Retirement Savings Plan, a

defined contribution master trust; The Scotsman Stakeholder Pension Plan; and following an acquisition in 2023 the Newsco

Insider Ltd Scheme, a Group Personal Pension Plan. The costs of the Company’s contributions to the defined contribution scheme

are charged to the income statement as they become due under the rules of the scheme. Further details regarding pension costs are

provided in Notes 8 and 20.

Non-recurring items

Non-recurring items are considered significant enough to require disclosure on the face of the income statement. See further details

in Note 6.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Alternative performance measures

The Company presents the results on a statutory and adjusted basis. The Company believes that the adjusted basis will provide

investors with useful supplemental information about the financial performance of the Group, enable comparison of financial results

between periods where certain items may vary independent of business performance, and allow for greater transparency with respect

to key performance indicators used by management in operating the Group and making decisions. Although management believes

the adjusted basis is important in evaluating the Group, they are not intended to be considered in isolation or as a substitute for, or as

superior to, financial information on a statutory basis. The alternative performance measures are not recognised measures under IFRS

and do not have standardised meanings prescribed by IFRS and may be different to those used by other companies, limiting the

usefulness for comparison purposes. Note 31 sets out the reconciliation between the statutory and adjusted results. An adjusted cash

flow and reconciliation to statutory cash flow is presented in Note 32.

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the

acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date

amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated

to the Group’s Cash-Generating Unit “CGU” (or Groups of Cash-Generating Units “CGUs”) expected to benefit from the synergies of

the combination. The CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is

an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the

impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the

unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed

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

on disposal.

Negative goodwill arising on an acquisition is recognised directly in the consolidated income statement upon acquisition.

Intangible assets

Given the recent acquisitions and for the purpose of impairment testing, management has identified four identifiable CGU being

the regional publishing business, Midland News Association Limited, Press Computer Systems Limited, and Insider Media Limited.

The CGU is determined by grouping assets at the lowest levels for which there are separately identifiable cash flows. CGUs are tested

for impairment annually or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the

CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of goodwill, then

to reduce the carrying value of tangible and intangible assets and then to the other assets of the unit pro-rata on the basis of the

carrying amount of each asset in the unit.

Regional Publishing titles

The Group’s principal intangible assets are regional publishing titles. The Group does not capitalise internally generated publishing

titles. Titles are recorded at fair value at the date of acquisition. These publishing titles have a finite life and consequently are amortised

over their estimated useful economic life. The carrying value of the titles is reviewed when there are indicators that an impairment has

occurred with testing undertaken to determine any diminution in the recoverable amount below carrying value. The recoverable amount

is the higher of the fair value less costs to sell and the value in use which is based on the net present value of estimated future cash

flows. The discount rate is pre-tax and reflects current market assessments of time value of money and risks specific to asset for which

estimates of future cash flows have not been adjusted. Any impairment loss is recognised as an expense immediately. A reversal of

an impairment loss is recognised immediately in the Group Income Statement given these assets are not carried at revalued amounts.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Digital intangible assets

Digital intangible assets relate to the Group’s local websites and computer software, which form the core platform for the Group’s digital

revenue activities and support the Editorial and Sales functions. These assets are being amortised using the straight-line method over

the expected life, of three to five years. Amortisation for the period has been charged through cost of sales. Digital intangible assets

are tested for impairment only when there is an indication that the carrying amount is less than the recoverable amount. Costs incurred

in the development of websites are only capitalised if it is probable that future economic benefits that are attributable to the asset will

flow to the entity and the cost of the asset can be reliably measured.

Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are

directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as

intangible assets where the following criteria are met:

•

it is technically feasible to complete the software so that it will be available for use

•

management intends to complete the software and use or sell it

•

there is an ability to use or sell the software

•

it can be demonstrated how the software will generate probable future economic benefits

•

adequate technical, financial and other resources to complete the development and to use or sell the software are available,

and

•

the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include external specialist development costs. Capitalised

development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use over their

estimated useful life of 3 to 5 years.

The assets residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, or if there is an indication

of a significant change since the last reporting date.

Brand and customer relationships

Brands and customer relationships acquired in a business combination are recognised at fair value at the acquisition date. They

have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

Tangible assets

Tangible asset balances are shown at cost, net of depreciation and any provision for impairment. Depreciation is provided on all

tangible assets, excluding land, at varying rates calculated to write-off cost over the useful lives. The principal rates employed are:

Fixtures and fittings (leasehold properties) Over term of lease

Office equipment 6.67% to 33% straight-line

A tangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of

the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds

and the carrying amount of the asset and is recognised in income.

Non-current assets held for sale and discontinued operations

Non-current assets (and disposal Groups) classified as held for sale are measured at the lower of carrying amount and fair value less

costs of disposal.

Assets and disposal Groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather

than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal

Group) is available for immediate sale in its present condition. Management must be committed to the sale which should be

expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary

are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling

interest in its former subsidiary after the sale.

Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

Discontinued operations are excluded from the results of continuing operations and presented as a single amount as profit or loss

after tax from discontinued operations in the statement of profit or loss.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Investments

Investments are stated at cost, less provision for any impairment. An impairment review is undertaken at each reporting date or more

frequently when there is an indication that the recoverable amount is less than the carrying amount. Recoverable amount is the higher

of fair value less costs to sell and value-in-use. In assessing value-in-use the estimated future cash flows of the cash-generating units

relating to the investment are discounted to their present value using a post-tax discount rate that reflects current market assessments

of the time value of money and risks specific to the asset for which estimates of future cash flows have not been adjusted. Use of a

post-tax discount rate to discount the future post-tax cash flows is materially equivalent to using a pre-tax discount rate to discount the

future pre-tax cash flows. The impairment conclusion remains the same on a pre or post-tax basis. If the recoverable amount of the

cash-generating unit relating to the investment is estimated to be less than its carrying amount, the carrying value of the investment is

reduced to its recoverable amount. An impairment loss is recognised in the income statement in the period in which it occurs and may

be reversed in subsequent periods.

The investment in The News Movement is carried at fair value, is unlisted and is classified as Level 3 according to IFRS 13. The

investment is carried at fair value, is unlisted and is classified as Level 3 according to IFRS 13. The value of investment is

remeasured at each reporting date using an appropriate valuation technique, with movements in valuation recognised in profit

and loss.

Inventories

Inventories, largely newsprint for our newspapers, are stated at the lower of cost and net realisable value. Costs incurred in bringing

materials to their present location and condition comprises purchase cost on a first-in first-out basis. Net realisable value comprises

selling price less any further costs expected to be incurred to completion and disposal.

Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying

amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the reporting period as

shown in the Consolidated Statement of Cash Flows can be reconciled to the related items in the consolidated reporting position.

Financial instruments

Financial assets and financial liabilities are recognised in the Group’s Statement of Financial Position when the Group becomes a party

to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through

profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit

or loss are recognised immediately in profit or loss.

Trade receivables

Trade receivables do not carry any interest. Conversion to a readily known amount of cash occurs over a short period and is subject

to an insignificant risk of changes in value, therefore balances are initially recognised at transaction price and subsequently at amortised

cost.

The Group recognises a loss allowance for expected credit losses (ECL) on trade receivables and contract assets. The amount of

expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition.

The Group recognises lifetime ECL for trade receivables and contract assets. The expected credit losses on these financial assets

are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to

the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the

reporting date.

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that

financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

(a) Significant financial difficulty of the debtor;

(b) A breach of contract, such as a default or past due event;

Write-off policy

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no

realistic prospect of recovery e.g. when the debtor has been placed in liquidation or has entered into bankruptcy proceedings. Financial

assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice

where appropriate. Any recoveries made are recognised in the income statement.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Measurement and recognition of expected credit losses

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default)

and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted

by forward looking information as described above. The expected credit loss is estimated as the difference between all contractual

cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive.

The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their

carrying amount through a loss allowance account.

Trade payables

Trade payables are not interest bearing. Payments occur over a short period and are subject to an insignificant risk of changes in

value. Therefore, balances are stated at their nominal value.

Leases

At inception, the Group assesses whether a contract is or contains a lease. This assessment involves the exercise of judgement about

whether it depends on a specified asset, whether the Group obtains substantially all the economic benefits from the use of that asset,

and whether the Group has the right to direct the use of the asset. The Group recognises a right of use (ROU) asset and lease liability

at the commencement of the lease.

The Group has elected not to recognise ROU assets and lease liabilities for leases where the total lease term is less than or equal to

12 months, or for leases of assets with a value less than £4,000. The payments for such leases are recognised in the income statement

on a straight-line basis over the lease term. Fees for components such as property taxes, maintenance, repairs and other services

which are either variable or transfer benefits separate to the Group’s ROU assets are separated from lease components based on

their relative stand-alone selling price.

Lease liabilities are initially measured at the present value of future lease payments at the commencement date. Lease payments are

discounted using the interest rate implicit in the lease, or where this cannot be readily determined, the lessee’s incremental borrowing

rate.

Lease payments include the following payments due within the non-cancellable term of the lease, as well as the term of any extension

options where these are considered reasonably certain to be exercised:

•

fixed payments

•

variable payments that depend on an index or rate

•

the exercise price of purchase or termination options if it is considered reasonably certain these will be exercised.

Subsequent to the commencement date, the lease liability is measured at the initial value, plus an interest charge determined using

the incremental borrowing rate, less lease payments made. The interest expense is recorded in finance costs in the income statement.

The liability is re-measured when future lease payments change, when the exercise of extension or termination options becomes

reasonably certain, or when the lease is modified.

The ROU asset is initially measured at cost, being the value of the lease liability, plus the value of any lease payments made at or

before the commencement date, initial direct costs and the cost of any restoration obligations, less any incentives received.

The ROU asset is subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is adjusted

for any re-measurement of the lease liability. The ROU asset is subject to testing for impairment where there are any impairment

indicators.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be

required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the

obligation at the reporting date and are discounted to present value where the effect is material.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in profit or loss

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

never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively

enacted by the end of the reporting period.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be

a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become

payable. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in

respect of such activities and in certain cases based on specialist independent tax advice.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

3. Significant accounting policies (continued)

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in

the Financial Statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the

liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are

recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be

utilised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group

is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the

foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests

are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the

temporary differences and they are expected to reverse in the foreseeable future.

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

that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates

that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been

enacted or substantively enacted at the reporting date. The measurement of deferred tax liabilities and assets reflects the tax

consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle

the carrying amount of its assets and liabilities.

Current tax and deferred tax for the period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive

income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly

in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is

included in the accounting for the business combination.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

•

The share capital account represents the nominal value of the shares issued.

•

The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs

directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.

•

Retained earnings/Accumulated losses include all current period results as disclosed in the Statement of Comprehensive

Income.

Share-based payments

Where share options are awarded to Executive Directors or employees, the fair value of the options at the date of grant is charged

to the statement of comprehensive income over the vesting period. Non-market vesting conditions are considered by adjusting

the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount

recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored

into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The cost is estimated using a Black-Scholes valuation model. The Black-Scholes calculations are based on a number of

assumptions that are set out in Note 28 and are amended to take account of estimated levels of share vesting and exercise.

No charge has been made for the Value Creation Plan as the fair value was deemed to be zero as no acquisition was undertaken

for almost 16 months following the initial listing in September 2019. Full details of the VCP share scheme can be found in the

Remuneration Report on pages 54 to 71.

Dividend distributions

Dividend distributions to the Company’s shareholders are recognised as a liability in the consolidated financial statements in the

period in which the dividends are approved.

4. Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to exercise judgement in applying the Group’s accounting policies. It

also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities,

income and expenses. Actual amounts may differ from these estimates. The Directors have identified the following critical accounting

judgements or estimates relating to the financial information of the Group.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

4. Critical accounting judgements and key sources of estimation uncertainty (continued)

Critical judgements in applying the Group’s accounting policies

Identification of cash-generating units

There is judgement required in determining the cash-generating unit relating to our assets. At each reporting date management

review the interdependency of revenues across our portfolio to determine the appropriate cash-generating unit. The Group

operates its regional titles such that a majority of the revenues are interdependent and revenue would be materially lower if brands

operated in isolation. Given the recent acquisitions, management has identified four identifiable CGU being the regional publishing

business, Midland News Association Limited, Press Computer Systems Limited, and Insider Media Limited. Within the single

CGU there is an interdependency of revenue and costs within a matrix management structure, single wholesale and distribution

agreements, substantial packaged advertising sales across all titles and websites and dependence on central support

infrastructure. As the Group integrates these acquisitions into its infrastructure it expects the number of CGUs will be consolidated.

Useful life assumption in respect of intangible assets

There is judgment required regarding the useful lives assigned to acquired publishing titles, brands, customer relationships and

other intangible assets. The directors have considered the acquired titles to have useful lives between four to eleven years,

brands with useful lives of 15 years and customer relationships 8 years and these intangibles will be amortised over these periods

on a straight-line basis.

Key sources of estimation uncertainty

Impairment of non-financial assets

The Group is required to test, whether non-financial assets (intangible, goodwill and tangible assets) have suffered any impairment

based on the recoverable amount of its CGUs, when there are indicators for impairment. Determining whether the CGU is

impaired requires an estimation of the value in use of the CGU to which these assets are allocated. Key sources of estimation

uncertainty in the value in use calculation include the estimation of future cash flows of the CGU affected by expected changes in

underlying revenues and direct costs as well as corporate and central cost allocations through the forecast period, the long-term

growth rates and a suitable discount rate to apply to the aforementioned cash flows in order to calculate the net present value.

The discount rate used for all CGU’s was 18.1%, (2022: 19.0%) using the Capital Asset Pricing Method (“CAPM”) with a long-

term decline rate in perpetuity of 1.0%.

Valuation judgements

Acquisitions in the period

The Group made four acquisitions in the period that have been treated as business combinations under IFRS 3, refer Note 24. The

acquisitions treated as business combinations include Bann Media Limited, Insider Media Limited and Newsco Insider Limited, Midland

News Association Limited and Press Computer Systems Limited.

Provision for expected credit losses (“ECLs”) of trade receivables

The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (“ECL”). The

ECL on trade receivables is estimated using a provision matrix by reference to past default experience of the debtor and analysis

of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the

industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the

reporting date. At every reporting date, the historical observed default rates are updated and changes in the forward- looking estimates

are analysed. The information about the ECLs on the Group’s trade and receivable and contract assets is disclosed in Note 17.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

5. Revenue

The analysis of the Group’s contracted revenue from continuing operations is as follows:

	2023	2022^
	£m	£m
Print publishing	63.6	66.3
Digital publishing	18.4	16.3
Other	6.4	1.5
Total revenue	88.4	84.1

^2022 revenues have been reclassified as presented and described below.

The description and revenue recognition criteria (timing and performance obligations) for each revenue stream is contained within

the accounting policies, in Note 3. The reconciliation for contract assets and liabilities associated with contracted revenue is in

Note 18.

Revenues for 2022 have been reclassified in the table below to include £1.4 million of Events revenue within the Other revenue

category, which was previously reported within Print Publishing revenue. Other revenue for 2023 of £6.4 million includes £4.0

million of Events revenue. There is no change to the Total Revenue reported in either year. This reporting change aligns to the

strategic focus on Events following the acquisition of Insider Media Limited and its subsidiary Newsco Insider Limited. The analysis

of the Group’s contracted revenue from reported to reclassified Revenues for 2022 is presented in the table below:

		2022	2022 Events	2022
	2023	Reclassified	revenue	Reported
	£m	£m	£m	£m
Print publishing	63.6	64.9	1.4	66.3
Digital publishing	18.4	16.3	-	16.3
Other	6.4	2.9	(1.4)	1.5
Total revenue	88.4	84.1	-	84.1

6. Profit for the period

Profit for the period includes the following items:

		2023	2022
	Note	£m	£m
Operating profit for continuing operations is shown after charging/(crediting):
Depreciation of tangible fixed assets	15	0.4	0.4
Amortisation of intangible assets	14	1.0	0.5
Depreciation of right of use assets	19	0.4	0.6
Staff costs	8	44.4	41.6
Cost of inventory recognised as expense		4.0	4.8
Non-recurring items:
Acquisition transaction costs	a	0.4	-
Aborted transaction costs	b	-	0.3
Incomplete acquisition costs	c	1.2	-
Restructuring and redundancy	d	3.6	3.3
Property rationalisation	e	0.1	-
ROUA impairment	e	0.1	0.1

a) Acquisition transaction costs

£0.4 million of professional advisory fees were incurred in the period, in relation to completed acquisitions (Note 24).

b) Aborted transaction costs

In the prior year, £0.3 million of professional advisory fees were incurred.

c) Incomplete acquisition costs

£1.2 million of professional advisory fees were incurred in relation to attempted acquisitions.

d) Restructuring costs

Restructuring costs of £3.6 million have been incurred in 2023 for the delivery of annualised cost savings of £6.0 million

(2022: £3.3 million non-recurring cost for the delivery of annualised cost savings of £4.0 million).

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

6. Profit for the period (continued)

e) Property rationalisation/ROUA impairment

In the period, the decision was made to exit a number of leased offices resulting in a £0.1 million impairment of ROU assets

and £0.1 million onerous property provision (2022: £0.1 million additional impairment of ROU assets relating to the decision to

vacate the Preston leased office).

7. Auditors remuneration

Crowe U.K. LLP were appointed auditors in 2019. The analysis of Crowe U.K. LLP’s remuneration is as follows:

	2023	2022
	£m	£m
Fees payable for the audit of the annual accounts	0.3	0.2
Total audit fees	0.3	0.2

Total audit fees payable to Crowe U.K.LLP in respect of the 2023 audit and interim was £288,000 (2022: £218,000). Audit fees

relating to the Company totalled £67,000 (2022: £58,500).

8. Employees and Directors

The average number of employees during the period, including Directors was:

	2023	2022
	No.	No.
Editorial	708	722
Sales and distribution	312	260
Production	78	111
Administration	64	67
Directors	7	7
Average number of employees	1,169	1,167

Staff costs, including directors’ emoluments, comprised of:

	2023	2022
	£m	£m
Wages and salaries	38.7	36.2
Social security costs	3.9	3.7
Other pension costs	1.8	1.7
Total staff costs	44.4	41.6

Wages and salaries include bonuses payable in the period. Restructuring costs are excluded from staff costs and are disclosed

in Note 6.

The Executive and Non-Executive Directors are all employed by the Company. Their emoluments totalled £1.3 million (2022:

£1.0 million), including consultancy fees, which is disclosed in the Remuneration Report on pages 54 to 71, and presented in the

table below:

	2023	2022
	£m	£m
Wages and salaries	1.1	0.9
Social security costs	0.2	0.1
Pension and other costs	-	-
	1.3	1.0

The highest paid director was paid £256,000 (2022: £246,000), as presented in the table below:

	2023	2022
	£m	£m
Wages and salaries	0.3	0.2
Social security costs	-	-
Other pension costs	-	-
	0.3	0.2

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

9. Interest Income

	2023	2022
	£m	£m
Interest income	0.7	0.2
Total interest income	0.7	0.2

Interest was earned on 32 day notice, and easy access, deposit accounts held with Barclays bank.

10. Finance costs

		2023	2022
	Note	£m	£m
Interest on interest only unsecured loan notes	23	0.1	0.2
Interest on lease liabilities	19	0.1	0.1
Total finance costs		0.2	0.3

Interest was accrued and paid at 15% on the £1.0 million of interest only unsecured loan notes (Note 23), which were repaid on

30 December 2023.

11. Tax

Income tax expense is recognised based on management’s estimate of the weighted average effective annual income tax rate

expected for the full financial year. The tax rate applied for 2023 of 23.5% (2022: 19%) was a blended rate due to the tax rate of 19%

in effect for the first quarter of 2023 changing to 25% from 1 April 2023, as substantively enacted by parliament in May 2021. The

increase in the corporate tax rate to 25% has been accounted for in the calculation of the deferred tax.

The tax on profit comprises:

Note

		2023	2022
		£m	£m
Deferred tax
Expense/(Credit) for the period	21	0.4	(0.1)
Total tax expense/(credit) for the period		0.4	(0.1)

The tax on profit can be reconciled to the profit per the Income Statement as follows:

	2023	2022
	£m	£m
Profit before tax	3.1	5.1
Tax at the UK corporation tax rate of 23.5% (2022: 19%)	0.7	1.0
Effects of:
Expenses not allowable	0.1	-
Deferred tax asset recognised for tax losses	(0.5)	(0.9)
Effect of increase in deferred tax rate to 25%	0.1	(0.2)
Prior year adjustments	(0.1)	-
Other timing differences	0.1	-
Total tax expense/(credit) for the period	0.4	(0.1)
Effective tax rate	11%	2%

The Group had £21.1 million of tax losses carried forward (including a £0.1 million prior year adjustment), acquired £0.9 million

tax losses in the period and utilised £4.1 million in the period against taxable profits. £17.9 million (2022: £18.8 million) of gross

brought forward losses are recognised as a deferred tax asset at the period-end, calculated using the corporation tax rate of 25%.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

100

12. Earnings per share

Basic earnings per share is calculated by dividing profit for the period attributable to equity holders of the parent by the weighted

average number of ordinary shares during the period and diluted earnings per share is calculated by adjusting the weighted

average number of ordinary shares in issue on the assumption of conversion of all potentially dilutive ordinary shares.

	2023	2022
	£m	£m
Weighted average number of ordinary shares for basic earnings per share	265	259
Effect of dilutive ordinary shares in respect of potential share awards under the value creation plan*	4	16
Weighted average number of ordinary shares for diluted earnings per share	269	275

	Pence	Pence
Statutory earnings per share
Earnings per share – basic	1.0	2.0
Earnings per share – diluted	1.0	1.9
Adjusted earnings per share
Earnings per share - basic	2.8	2.9
Earnings per share - diluted	2.8	2.7

*12.7m new ordinary shares were issued on 3 May 2023 to satisfy the value creation plan award, of which 4.3m share options remain unexercised at the period end, refer to Note 29.

13. Goodwill

Note

		2023	2022
		£m	£m
Opening balance		5.2	5.2
Acquisition of subsidiaries	24	8.1	-
Carrying value at the end of the period		13.3	5.2

Opening goodwill relates to JPIMedia Publishing Limited and its subsidiaries (JPIMedia Group) acquired in 2021. Goodwill arising on

acquisitions of £8.1 million relates to acquisitions in the period of Midland Association Limited (“MNA”) and Press Computer Systems

Limited (“PCS”), Insider Media Limited and its subsidiary (Note 24).

14. Intangible assets

		Publishing	Digital	Brand	Customer
		titles -	intangible		relationships
		Regional	assets			Total
	Note	£m	£m	£m	£m	£m
Opening balance		4.5	0.6	-	-	5.1
Additions		-	1.4	-	-	1.4
Acquisitions – asset purchase	24	0.4	-	-	-	0.4
Acquisitions – share purchase	24	3.2	0.7	1.5	1.0	6.4
Transfer to assets classified as held for sale	33	-	(0.7)	-	-	(0.7)
Amortisation charge for the period	6	(0.5)	(0.3)	(0.1)	(0.1)	(1.0)
Carrying value at the end of the period		7.6	1.7	1.4	0.9	11.6

The opening balance includes JPIMedia Group intangible assets, consisting of regional publishing titles acquired in January 2021 for

£5.3 million and software and digital development assets of £0.5 million, and Scoopdragon and Newschain assets of £0.3 million, net

of accumulated amortisation.

Digital intangible asset additions in the period include the capitalisation of software and external development costs which form part of

the core platform for the Group’s Editorial and Sales functions.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

101

14. Intangible assets (continued)

Acquisitions in the period comprise:

•

Rotherham Advertiser, Newry Reporter and Farm Week publishing title assets were acquired as asset purchases totalling

£0.4 million (Note 24), and Banbridge Chronicle title was acquired via business combination.

•

Midland News Association Limited titles and digital brand and Press Computer Systems Limited digital intangible assets were

acquired as part of a business combination totalling £3.9 million and are recognised at fair value (Note 24). The publishing

title and digital brand intangible assets were assessed using an income approach based method. The income approach is

suitable for assets which generate the majority of their value from their income-generating capacity. It operates under the

premise that the value of that asset can be accurately derived from the value of the future net cash flows which will be

generated by it over time, discounted back to their present value at an appropriate discount rate. The Directors consider that

the publishing title assets have finite lives ranging from 4 years to 11 years and the digital brand with life of 15 years.

•

Newsco Insider and Insider Media brand and customer relationship intangible assets were acquired as part of a business

combination and are recognised at fair value (Note 24). The brand and customer relationship intangible assets were assessed

using an income approach based method. The income approach is suitable for assets which generate the majority of their

value from their income-generating capacity. It operates under the premise that the value of that asset can be accurately

derived from the value of the future net cash flows which will be generated by it over time, discounted back to their present

value at an appropriate discount rate. The Directors consider that the brand and customer relationships have finite lives of 15

years and 8 years respectively.

Asset classified as held for sale relate to intangible digital asset that was acquired with Press Computer Systems Limited. See Note

33.

Intangible assets are amortised over their useful economic life and the carrying value of the titles is reviewed when there are

indicators that an impairment has occurred.

Impairment assessment

The Group has identified four identifiable CGUs being the regional publishing business, Midland News Association Limited, Press

Computer Systems Limited, and Insider Media Limited. The CGUs include intangible assets, digital intangible assets, goodwill,

property, plant and equipment. Within each CGU there is an interdependency of revenue and costs within a matrix management

structure, single wholesale and distribution agreements, substantial packaged advertising sales across all titles and websites and

dependence on central support infrastructure.

The impairment review in respect of the CGUs concluded that no impairment charge was required.

The Group tests the carrying value of the CGUs held within the Group for impairment annually or more frequently if there are indications

that the carrying value is less than the recoverable amount. If an impairment charge is required, this is allocated first to reduce the

carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU but subject to not reducing any asset

below its recoverable amount.

The value in use calculation at 30 December 2023 was prepared using consistent methodologies to that applied in prior periods.

With regard to the methodologies applied in the valuation, the intangible assets of the Group were assessed using an income

approach based method. The income approach is suitable for assets which generate the majority of their value from their income-

generating capacity. It operates under the premise that the value of that asset can be accurately derived from the value of the

future net cash flows which will be generated by it over time, discounted back to their present value at an appropriate discount

rate.

The Directors consider that the publishing titles, with a carrying value as at 30 December 2023, have finite lives of up to 11 years.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use

calculations are:

• expected changes in underlying revenues and direct costs during the period;

• growth / decline rates; and

• discount rate.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

102

14. Intangible assets (continued)

Impairment assessment (continued)

The key assumptions underpinning the Value in Use model are:

	2023	2022
Discount rate (pre-tax WACC)	18%	19%
Long-term decline rate	1%	1%

The Group prepares discounted cash flow forecasts using:

• the Board-approved budget for 2024, and projections to 2026 which reflects management’s current experience and future

expectations of the markets in which the CGU operates and is based on information known at the balance sheet date.

This is then forecast into perpetuity beyond 2026. Changes in underlying revenue and direct costs are based on past

practices and expectations of future changes in the market by reference to the Group’s own experience and, where

appropriate, publicly available market estimates. These include changes in demand for newspapers, cover prices, digital

subscriptions, print and digital advertising rates as well as movements in newsprint and production costs and inflation;

• capital expenditure cash flows to reflect the cycle of capital expenditure;

• net cash inflows for future years are extrapolated beyond 2026 based on the Board’s view of the estimated annual long-

term performance. A long-term decline rate of 1% (2022: 1% decline) reflecting the market’s view of the long-term decline

of the newspaper industry; and

• management estimates of discount rates that reflect current market assessments of the time value of money, the risks

specific to the CGUs and the risks that the regional media industry is facing.

The discount rate reflects the weighted average cost of capital of the Group. The current post-tax and equivalent pre-tax discount

rate used is 13.5% and 18.1% respectively (2022: post-tax WACC 14.3% and pre-tax WACC 19.0%).

The impairment review is highly sensitive to reasonably possible changes in key assumptions used in the value in use calculations.

A combination of reasonably possible changes in key assumptions, such as digital growth being slower than forecast or the decline

in print revenue being greater, could lead to an impairment. Based on the existing modelling:

• a decrease in print revenue of 5% across the 3 projection years would reduce the headroom by £8.0 million. No

impairment would be triggered from this sensitivity;

• an increase in the long-term decline rate of 1.0% (which has the effect of increasing the decline from 1% to 2% beyond

2026), would reduce the headroom by £2.0 million. No impairment would be triggered from this sensitivity; and

• an increase in the discount rate of 1% from 18.1% to 19.1% would reduce the headroom by £2.2 million. No impairment

would be triggered from this sensitivity.

15. Tangible assets

Note

		Office Equipment	Total
		£m	£m
Cost
Opening balance 1 January 2022		1.3	1.3
Additions		0.5	0.5
Disposals		(0.1)	(0.1)
Balance at 31 December 2022		1.7	1.7
Acquisitions	24	0.5	0.5
Additions		0.4	0.4
Transfer to assets classified as held for sale	33	(0.3)	(0.3)
Disposals		(0.1)	(0.1)
At 30 December 2023		2.2	2.2
Accumulated impairment losses and depreciation
Opening balance 1 January 2022		(0.5)	(0.5)
Depreciation for the period		(0.4)	(0.4)
Disposals		0.1	0.1
Balance at 31 December 2022		(0.8)	(0.8)
Depreciation for the period	6	(0.4)	(0.4)
Disposals		0.1	0.1
At 30 December 2023		(1.1)	(1.1)
Carrying value at 30 December 2023		1.1	1.1
Carrying Value at 31 December 2022		0.9	0.9

The assets are depreciated over their useful lives.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

103

16. Inventory

Inventory consists of newsprint held at outsourced locations for contract printing of the Groups newspapers.

17. Other financial assets and liabilities

Trade and other receivables

		2023	2022
	Note	£m	£m
Trade receivables		9.9	7.4
Allowance for doubtful debts		(0.5)	(0.4)
Trade receivable after allowance for doubtful debts		9.4	7.0
Prepayments		2.3	1.3
Other debtors and contract assets	18	3.6	3.0
Total trade and other receivables		15.3	11.3

Net trade receivables

Trade receivables net of credit loss allowance are £9.4 million (2022: £7.0 million). The average credit period taken on sales is

37 days (2022: 35 days). No interest is charged on the receivables. The Group measures the loss allowance for trade receivables

at an amount equal to lifetime expected credit loss (“ECL”). The ECL on trade receivables is estimated using a provision matrix

by reference to past default experience of the debtor and analysis of the debtor’s current financial position, adjusted for factors

that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of

both the current as well as the forecast direction of conditions at the reporting date.

Before accepting any new credit customer, the Group obtains a credit check from an external agency to assess the potential

customer’s credit quality and then defines credit terms and limits on a by-customer basis. These credit terms are reviewed

regularly. In the case of one-off customers or low value purchases, pre-payment for the goods is required under the Group’s

policy. The Group reviews trade receivables past their due date but not impaired on a regular basis and considers, based on past

experience that the credit quality of these amounts at the period end date has not deteriorated since the transaction was entered

into and so considers the amounts recoverable.

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable

from the date credit was initially granted up to the balance sheet date. The concentration of credit risk is limited due to the customer

base being large and unrelated, except for the Media Concierge companies who are related parties (Note 27). Accordingly, the

Directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

Movement in the allowance for doubtful debts

	2023	2022
	£m	£m
Balance at the beginning of the period	0.4	0.5
Acquisitions	0.1	-
Utilised	-	(0.1)
Balance at the end of the period	0.5	0.4

Ageing of impaired receivables

	2023	2022
	£m	£m
Current	0.2	0.2
<30 days	0.1	0.1
60 – 90 days	0.1	-
150+ days	0.1	0.1
	0.5	0.4

Ageing of Trade receivables after allowance for doubtful debts

	2023	2022
	£m	£m
Current	6.4	5.1
<30 days	2.0	1.7
30 – 60 days	0.9	0.2
60 – 90 days	0.1	-
	9.4	7.0

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

104

17. Other financial assets and liabilities (continued)

Cash and cash equivalents

	2023	2022
	£m	£m
Cash and cash equivalents	10.7	27.0
Total cash and cash equivalents	10.7	27.0

Trade and other payables

	2023	2022
	£m	£m
Trade creditors	4.5	2.7
Accruals	8.1	7.1
VAT	1.0	0.8
Social security and PAYE	1.4	1.5
Contract liabilities	2.6	1.7
Other creditors	2.3	2.1
Total trade and other payables	19.9	15.9

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

18. Contract assets and liabilities

Contract assets primarily relate to the Group's right to consideration for work completed which have not been billed at the

reporting date. Contract liabilities primarily relate to the consideration received from customers in advance of transferring a good

or service.

	Contract	Contract
	asset	liability
	£m	£m
At 1 January 2022	2.6	(1.9)
Revenue invoiced in the period	(2.6)	-
Revenue recognised in the period	2.2	1.9
Revenue deferred to 2023	-	(1.7)
At 31 December 2022	2.2	(1.7)
Revenue invoiced in the period	(2.2)	-
Revenue recognised in the period	2.4	1.7
Revenue deferred to 2024	-	(2.6)
At 30 December 2023	2.4	(2.6)

For instances where the performance obligation has been fulfilled, but the customer has not yet been billed, revenue is recognised

and a contract asset is recognised. The contract asset is released once a sales invoice has been issued. The largest contract

asset balance is with regards to newspaper circulation revenue for the last week of the period, which was billed after the period

end.

Where a performance obligation has not been fulfilled but cash has been received for the service to be provided, revenue is

deferred and a contract liability is recognised. Once the performance obligation has been fulfilled, the contract liability is released

and the revenue is recognised. Where cash is received in advance for a newspaper sales subscription, a contract liability is

recognised until such a time as the performance obligation is fulfilled. Where cash is received in advance for advertising, a contract

liability is recognised until such a time as the performance obligation is fulfilled and the sales invoice is raised.

19. Leases

Right of use assets and their associated lease liabilities arose on the acquisition of Insider Media Limited and its subsidiary, Midland

News Association Limited (“MNA”) and Press Computer System Limited (“PCS”) in the current period and JPIMedia Group in prior

period. The Group leases office buildings and motor vehicles for use in its business operations. Leases of offices generally have

terms between 2 and 10 years, with longer period leases having a break clause after year 5. Motor vehicles generally have a

term of 4 years and are principally utilised by the sales, editorial and IT departments. With the exception of short term leases and

leases of low value underlying assets, each lease is reflected on the balance sheet as a right of use asset and a corresponding

lease liability.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

105

19. Leases (continued)

Carrying value of right of use assets

The carrying amounts of right of use assets recognised and the movement during the period are set out below:

		Property	Motor Vehicles	Total
	Note	£m	£m	£m
Carrying amount at 1 January 2023		0.2	0.2	0.4
Acquisitions	24	0.3	0.7	1.0
Disposals		-	(0.1)	(0.1)
Impairment	6	(0.1)	-	(0.1)
Depreciation charge for the period	6	(0.2)	(0.2)	(0.4)
Carrying amount at 30 December 2023		0.2	0.6	0.8

Carrying value of lease liabilities

The carrying amounts of lease liabilities and the movements during the period are set out below:

		Property	Motor Vehicles	Total
	Note	£m	£m	£m
Carrying amount at 1 January 2023		0.7	0.1	0.8
Acquisitions	24	0.2	0.8	1.0
Disposals		-	(0.1)	(0.1)
Interest charge	10	-	0.1	0.1
Lease payments		(0.6)	(0.2)	(0.8)
Carrying amount at 30 December 2023		0.3	0.7	1.0

	2023	2022
	£m	£m
Current liabilities	0.8	0.5
Non-current liabilities	0.2	0.3
Total	1.0	0.8

Amounts recognised in Income statement

The following amounts are recognised in the income statement for the period:

		2023	2022
	Note	£m	£m
Depreciation of right of use assets	6	0.4	0.6
Interest expense	10	0.1	0.1
Total		0.5	0.7

In addition to the above, the Group occupies serviced office accommodation and other short-term rental arrangements that do not

meet the criteria for reporting under IFRS 16, with a total cost of £0.9 million (2022: £0.8 million) incurred in the period.

The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less)

or for leases of low value assets (less than £4,000). Payments made under such leases are expensed on a straight-line basis. In

addition, certain variable lease payments are not recognised as lease liabilities and are expensed as incurred.

20. Retirement benefit obligation

The Group contributes to three defined contribution schemes: the National World Publishing Limited Retirement Savings Plan, a

defined contribution master trust; The Scotsman Stakeholder Pension Plan; and since April 2023 the Newsco Insider Ltd Scheme,

a Group Personal Pension Plan. Both the Master Trust and the Stakeholder plans are administered by Scottish Widows, the

Group Personal Pension is Administered by Royal London.

In the period employer contributions for the Scottish Widows schemes range from 3% of qualifying earnings for employees

statutorily enrolled, through to 8% of basic salary for the majority of members on salary up to £125,000. Certain senior managers

have company contributions up to 15% as these were contracted ahead of the rules for all new members being agreed at a

maximum of 8%. Contributions for the Royal London Scheme range from 4% to 10% of basic salary.

The amount due to be paid into the three defined contribution schemes at the period end is £0.3 million (2022: £0.3 million), with

£0.28 million paid to Scottish Widows on 22 January 2024, and £0.02 million paid to Royal London on 17 January 2024.

From 1 April 2022, the Executive Directors received a cash allowance in lieu of pension contribution of 8% of base salary,

capped at £125,000 salary, to align their pension benefit to the wider workforce. Refer to Note 8 for full employee salary details.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

106

21. Deferred Tax

Under IFRS, deferred tax is calculated at the corporate tax rate of 25% which has been enacted or substantively enacted at the

balance sheet date. The following are the major deferred tax assets and liabilities recognised by the Group and movements

thereon during the current reporting period.

		Other timing	Accelerated tax	Intangible
	Tax losses	differences	depreciation	assets	Total
	£m	£m	£m	£m	£m
At 31 December 2022	4.7	-	0.1	(0.6)	4.2
Prior year adjustment	-	0.1	(0.1)	-	-
Acquisitions	0.2	-	(0.1)	(1.4)	(1.3)
(Charge)/Credit to Income Statement	(0.5)	-	-	0.1	(0.4)
At 30 December 2023	4.4	0.1	(0.1)	(1.9)	2.5

The Group had £21.1 million of tax losses carried forward (including a £0.1 million prior year adjustment), acquired £0.9 million

tax losses in the period and utilised £4.1 million in the period against taxable profits. £17.9 million (2022: £18.8 million) of gross

brought forward losses are recognised as a deferred tax asset at the period-end, calculated using the corporation tax rate of 25%.

The deferred tax liability arising on acquisitions includes £1.3 million from share purchases (Note 24).

Certain deferred tax assets and liabilities have been offset. The following is an analysis of the deferred tax balances (before

offset) for financial reporting purposes.

	2023	2022
	£m	£m
Deferred tax liabilities	(2.0)	(0.6)
Deferred tax assets	4.5	4.8
Net deferred tax asset	2.5	4.2

No deferred tax asset has been recognised in respect of the following net accumulated amounts carried forward (available for

offset against future taxable profits) as there is uncertainty regarding the timing of when these amounts will be recovered:

	2023	2022
	£m	£m
Losses carried forward – gross	-	2.2
Accelerated tax depreciation - gross	7.4	-
Total - gross	7.4	2.2

22. Provisions

Note

		Onerous IT	Property	Dilapidations	Total
		contracts	rationalisation
		£m	£m	£m	£m
At 1 January 2023		0.1	0.4	0.6	1.1
Acquisition of subsidiaries	24	-	-	0.1	0.1
Charged in 2023		-	0.1	-	0.1
Utilised in 2023		(0.1)	(0.3)	-	(0.4)
At 30 December 2023		-	0.2	0.7	0.9
Current provision		-	0.2	0.7	0.9
Non-current provision		-	-	-	-
Total provision		-	0.2	0.7	0.9

Onerous IT contracts

The onerous IT contract provision was fully utilised in the period, and was originally charged in 2021 in relation to the unexpired

term of the remaining contract obligations on IT infrastructure, which overlap the transition to Cloud computing.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

107

22. Provisions (continued)

Property rationalisation

The Group has continued with its policy of flexible working and continued to vacate certain office locations. In 2023, the remaining

space at Leeds and Preston offices and the acquired Mexborough office were vacated, giving rise to a full write down on the

ROUA (Note 19). An onerous provision in relation to these sites was expensed to non-recurring costs until the end of the lease

terms (Note 6).

The Property rationalisation provision was first charged in 2021 when certain office locations were vacated as the Group continued

to adopt a flexible working policy.

Leasehold property dilapidations provision

The acquisition of Newsco Insider Limited included £0.1 million of leasehold property dilapidation provisions in relation to various

occupied offices (Note 24).

The provision for leasehold dilapidations relates to the contractual obligations to reinstate leasehold properties to their original

state at the lease expiry date. The Group has assessed the entire portfolio and made provisions depending on the state of the

property and the duration of the lease and likely rectification requirements.

23. Borrowings

Borrowings at 31 December 2022 comprise of the £1.0 million 15% interest only unsecured loan notes, which was fully repaid on

29 December 2023.

A maturity analysis of the Company’s borrowings is shown below:

	2023	2022
	£m	£m
Less than one year	-	1.0
One to two years	-	-
Two to five years	-	-
Total principal cash flows	-	1.0

	2023	2022
	£m	£m
Balance at 31 December 2022	1.0	1.0
Repaid in period	(1.0)	-
Balance at 30 December 2023	-	1.0

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

108

24. Business combinations

In 2023, the Group acquired 100% of the issued share capital of the following Companies:

	Country of	Fair value of	Acquisition	Nature of	Acquiring entity
	incorporation	net assets at	Date	business
	and operation	acquisition date
		£m
Bann Media Limited (a)	Northern Ireland	0.0	7 February	Newspaper	National World
			2023	publishers	Publishing Limited
Insider Media Limited	England	1.5	28 April 2023	B2B Media	National World plc
and Newsco Insider
Limited (b)
Midland News	England	4.4	29 September	Newspaper & digital	National World
Association Limited			2023	publisher and agency	Publishing Limited
(“MNA”) and subsidiaries;				/ Software developer
Press Computer Systems				and reseller
Limited (“PCS”) (c)

Each acquisition meets the definition of a business combination and has been accounted for using the acquisition accounting

method in accordance with the Group’s accounting policies.

(a) Bann Media Limited was acquired on 7 February 2023, and owns and operates Banbridge Chronicle newspaper title and

website. The fair value of acquired net assets totalling £40k, is the same as the acquisition price paid.

(b) Insider Media Limited and its subsidiary Newsco Insider Limited were acquired on the 28 April 2023. All the assets and

liabilities of the company were acquired. Insider is the UK's leading regional B2B media company that has built up, over 33 years,

a loyal following of its business-orientated magazines and events, daily business newsletters and business information. Cash

consideration of £2.5 million was paid on completion, with £1.1 million cash acquired on acquisition, before advisory and legal fees

of £0.1 million incurred relating to the Insider Media Limited acquisition.

September 2023 and were interconditional. MNA owns and operates Express & Star, Shropshire Star, and other titles. PCS was

also acquired on 29 September 2023 and owns and operates specialist publishing software including Knowledge Prospect and

Knowledge Publishing among other products. The total consideration paid was £11.5 million, with £0.4 million cash acquired on

acquisition, before advisory and legal fees of £0.3 million incurred relating to the acquisition.

The provisional fair value of the assets and liabilities recognised as a result of the acquisitions are as follows:

Note

		Bann	Insider Media
		Media	Limited &	MNA and	Total
		Limited	subsidiary	PCS	acquisitions
		£m	£m	£m	£m
Working capital		-	(0.6)	1.0	0.4
Brand intangible asset	14	-	1.5	-	1.5
Customer relationship intangible asset	14	-	1.0	-	1.0
Digital intangible	14	-	-	0.7	0.7
Publishing titles	14	-	-	3.2	3.2
Tangible assets	15	-	0.1	0.4	0.5
Right of use assets	19	-	0.3	0.7	1.0
Right of use liabilities	19	-	(0.3)	(0.7)	(1.0)
Dilapidation provision	22	-	(0.1)	-	(0.1)
Deferred tax liability	21	-	(0.4)	(0.9)	(1.3)
Fair value of assets and liabilities acquired - provisional		-	1.5	4.4	5.9
Goodwill	13	-	1.0	7.1	8.1
Total initial consideration		-	2.5	11.5	14.0

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

109

24. Business combinations (continued)

In the period total cash consideration of £16.5 million was paid (£15.0 million net of cash acquired) for acquired subsidiaries comprising:

• £2.5 million deferred consideration paid to the former owners JPIMedia Limited on 31 March 2023, representing the

second and final tranche due and there are no further amounts payable relating to the JPIMedia Group acquisition; and

• £14.0 million paid (£12.5 million net of cash acquired) for the share purchase acquisitions with no deferred or conditional

consideration applicable except for MNA, which has a conditional consideration element, whereby if a capital allowances

saving is received by National World Publishing Limited then 50% of the saving will be paid to the seller. No consideration

was attributed to this on completion as there is no certainty that the capital allowances will be utilised by the Group.

The acquisitions represent a growth opportunity for National World, with synergies realised across the combined Group with

opportunities for audience expansion. For the period of ownership during the period ended 30 December 2023, all the business

acquisitions contributed Revenue of £9.3 million and Adjusted EBITDA of £1.3 million.

Other acquisitions completed during the period

The Group completed three asset purchase acquisitions during the period which do not meet the criteria of business combinations.

The Group acquired Newry Reporter, Farm Week and Rotherham Advertiser titles for combined cash consideration of £0.4 million

(Note 14), with the assets disclosed as acquired intangible asset – publishing titles in the period.

Total cash consideration paid for all seven acquisitions (share and asset purchases) completed in the period totalled £14.4 million,

(£12.9 million net of £1.5 million cash acquired from the Insider Media, MNA and PCS acquisition). For the period of ownership during

the period ended 30 December 2023, the Income Statement includes £10.5 million Revenue and Adjusted EBITDA of £1.7 million for

all acquisitions completed in the period.

Acquisition related costs

Total legal and advisory costs incurred in respect of all the seven acquisitions completed in the period was £0.4 million (2022: £nil

million), refer Note 6.

25. Notes to the Cash Flow Statement

		2023	2022
	Note	£m	£m
Operating profit		2.6	5.2
Adjustments for non-cash/non-operating items:
Amortisation of intangible assets	6	1.0	0.5
Tangible assets depreciation expense	6	0.4	0.4
ROUA depreciation expense	6	0.4	0.6
ROUA Impairment	6	0.1	0.1
Charge for share based payment	28	0.2	-
Operating cash flow before working capital changes		4.7	6.8
Net decrease in provisions		(0.2)	(1.0)
Changes in working capital:		4.5	5.8
Increase/(decrease) in receivables		(0.7)	1.6
Increase in payables		0.6	2.1
Cash generated from operations		4.4	9.5

Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise

cash at bank (Note 17).

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

110

25. Notes to the Cash Flow Statement (continued)

Changes in liabilities arising from financing activities

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes.

Liabilities arising from financing activities are those for which cash flows are, or future cash flows will be, classified in the Group’s

Consolidated Cash Flow Statement as cash flows from financial activities.

					Cash
		1		Cash inflow	outflow on		30
	Note	January	Acquisition of	from issue	repayment	Non-cash	December
		2023	subsidiaries	of debt	of debt	movements	2023
		£m	£m	£m	£m	£m	£m
Leases	19	0.8	1.0	-	(0.8)	-	1.0
Borrowings	23	1.0	-	-	(1.0)	-	-
Total liabilities from financing activities		1.8	1.0	-	(1.8)	-	1.0

The £1.0 million unsecured interest only loan notes raised to fund working capital were outstanding at 31 December 2022 and were

repaid on 29 December 2023.

26. Commitments, guarantees and contingent liabilities

Banking guarantee

A guarantee has been provided to Barclays Bank plc for the provision of banking services to the Group.

27. Related party transactions

Transactions between members of the National World plc Group are not disclosed where the transactions are between wholly owned

subsidiaries. The Group has traded with related parties in the normal course of operations.

Trading transactions

In December 2020 Media Concierge (Holdings) Limited subscribed to £6 million secured convertible loan notes and converted

these plus accrued income into a 24% shareholding in the Company on 7 May 2021. Media Concierge (Holdings) Limited is the

ultimate parent of the “Media Concierge companies” which the Group trades with. The Group also traded with Local TV Limited

during the period which David Montgomery, Executive Chairman, is a Director and has a significant shareholding.

Sales of goods and services to related parties would be made at the Group’s usual list prices less average volume discounts.

Purchases were made at market prices discounted to reflect volume purchase and the relationship between the parties. Any

outstanding amounts will be settled by cash payment.

During the period, the Group traded with the following Media Concierge companies which are considered related parties:

• Mediaforce (London) Limited

• The Distribution Business Limited

• Closehill Limited

• The National Leaflet Company

• The Insert Company Limited

• Mediaforce G3

• Mailbox Door Drop Limited

The Group traded with Media Concierge companies during the year, earning revenue of £9.4 million (2022: £9.4 million) and

incurring charges for services received of £2.2 million (2022: £2.7 million). The amount outstanding at 30 December 2023 is £3.3

million (2022: £2.4 million) owed by Media Concierge companies to the Group, and £1.0 million is owed to Media Concierge

companies by the Group (2022: £0.7 million).

The Group traded with Local TV Limited during the period, and incurred charges for services received of £0.3 million (2022: £0.2

million). There is £nil owed by the Group to Local TV Limited at 30 December 2023 (2022: £nil) as the December invoice was

issued in advance and paid prior to the period end.

Compensation of key management personnel

Key management are the Executive Directors. The remuneration of the Executive Directors is determined by the Remuneration

Committee having regard to competitive market position and performance of individuals. Further information regarding the

remuneration of the Executive Directors is provided in the Remuneration Report on pages 54 to 71.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

111

28. Share based payments

Long term incentive plan 2022 & 2023

On 12 December 2022, the Company granted 1,848,718 Long Term Incentive Shares (“LTIP 2022”) option awards to two

Executive Directors. The awards vest after three years if certain performance criteria are met during that period and are subject

to the continued employment of each participant. Full details of the LTIP 2022 scheme can be found in the Remuneration Report

included within the 2022 Annual Report. The Group recognised a charge of £0.09 million in the period ended 30 December 2023

in relation to LTIP 2022 (2022: £nil).

On 30 March 2023, the Company made 3,050,672 share option awards in the form of nominal cost options under the Long Term

Incentive Plan ("LTIP 2023") to the two founding Executive Directors and certain senior managers. John Rowe has a separate

long term conditional bonus arrangement, payable in cash, that mirrors the LTIP 2023 scheme, for the equivalent of 389,527

share awards. The LTIP 2023 Performance Share options vest on 30 March 2026 and is conditional on meeting performance

conditions measured over a three-year period and is subject to continued employment of each participant. Performance conditions

include compound annual growth in adjusted earnings per share (“EPS”), and compound annual growth in total shareholder return

(“TSR”) as approved by the Remuneration Committee.

The Group recognised a charge of £0.2 million in the period ended 30 December 2023 in relation to LTIP 2023 (including the

conditional bonus arrangement). Full details of the LTIP share scheme can be found in the Remuneration Report on pages 54

to 71.

29. Share capital and reserves

	As at	As at
	30 December	31 December
	2023	2022
	£m	£m
Share capital	0.3	0.3
Share premium	27.4	24.6
Retained earnings	7.8	9.1
Total equity	35.5	34.0

On 3 May 2023, a block listing for 12,663,363 new Ordinary Shares was completed to satisfy the allotment of shares pursuant to

the Company's 2019 Value Creation Plan ("VCP"), which is further described below. The new Ordinary shares issued rank pari

passu with the Company's existing issued ordinary shares.

Shareholders approved the Group’s maiden dividend at the 24 May 2023 AGM of 0.5 pence per share. This was paid on 5 July

2023 to shareholders on the register at 2 June 2023.

In 2023 8,231,186 of new Ordinary share options were exercised, and are included in the share capital at the period end. The

remaining 4,432,177 of the new Ordinary share options have not been exercised however are entitled to dividend equivalents

payable in 2024, subject to approval at the 2024 AGM, and in accordance with the rules of the VCP.

All 267,663,987 shares in issue rank equally for voting purposes, on any dividend declared and distributions made on winding up

of the Company (2022: 259,432,801).

At 30 December 2023, all the Company’s accumulated profits are distributable, however, the available amount may be different

at the point any future distributions are made. The Group intends to pay a final dividend of 0.55 pence per share. Subject to

approval by shareholders at the forthcoming Annual General Meeting, the dividend will be paid on 10 July 2024 to shareholders

on the register at 7 June 2024. The final dividend reflects the Board’s confidence in the ongoing strong cash generation of the

business, the future prospects of the Group and its strong balance sheet. The Board continues to adopt a progressive dividend

policy.

Value creation plan (“VCP”)

The VCP was put in place on Admission in September 2019. The overall effect of the VCP is that the three founding Executive

directors together were able to earn Ordinary Shares equivalent in value to 10% of any equity value created above an 8%

compound annual growth rate based on the measurement of absolute total shareholder return generated over the VCP

performance period commencing on listing (September 2019) and ending on the date of publication of the Company’s results for

the financial year ending 31 December 2022.

On 17 April 2023, 12,663,363 awards in the form of nominal cost options over new ordinary shares vested pursuant to the terms

of the 2019 VCP. The VCP award was calculated using the average share price of 22.12p determined over the 20 day testing

period ending on 17 April 2023.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

112

29. Share capital and reserves (continued)

The Group recognised a £2.8 million increase in share premium in the period ended 30 December 2023 in relation to the VCP,

and a corresponding decrease in reserves of £2.8 million in the same period.

The founding directors vested shares and values on the 17 April 2023, which they were entitled to, were as follows:

	Shares options	Value
		£
D Montgomery	4,432,177	980,242
V Vaghela	4,432,177	980,242
M Hollinshead	3,799,009	840,208
Total	12,663,363	2,800,692

At 30 December 2023, 8,231,186 of new Ordinary share options have been exercised. The remaining 4,432,177 of new Ordinary

share options remain unexercised however are entitled to dividend equivalents payable on 10 July 2024, in accordance with the

rules of the VCP.

30. Financial Instruments

The Company’s major financial instruments include bank balances and amounts payables to suppliers. The risks associated with

these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by

the Board.

The Group’s treasury function supports the business and, with the Group’s finance department, monitors and manages the

financial risks relating to the operations of the Group through assessment of the exposures by degree and magnitude of risk.

Categories of financial instruments

		2023	2022
		£m	£m
Financial assets (current and non-current)
Trade and other receivables	17	13.1	10.0
Cash at bank	17	10.7	27.0
		23.8	37.0
Financial liabilities (current and non-current)
Trade and other payables	17	9.2	7.1
Accruals	17	8.1	7.1
Interest only unsecured loan notes	23	-	1.0
		17.3	15.2

Each of the financial instruments identified are measured at amortised cost.

The component parts of trade and other receivables are presented in Note 17 but excludes prepayments. The component parts

of trade and other creditors are presented in Note 17 but excludes contract liabilities.

Liquidity risk management

Liquidity risk results from having insufficient financial resources to meet day-to-day fluctuations in working capital and cash flow.

Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining

adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows and by matching the maturity

profiles of financial assets and liabilities.

The contractual maturities (representing undiscounted contractual cash flows) of financial liabilities, being trade and other

payables and the interest only unsecured loan notes, are as follows:

	2023	2022
	£m	£m
<3 months	13.6	12.7
3 – 12 months	3.7	2.5
	17.3	15.2

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

113

30. Financial Instruments (continued)

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group has adopted a policy of only dealing with creditworthy counterparties as a way of mitigating the risk of financial loss

from defaults. The Group’s policy on dealing with trade customers is described in Note 17.

The Group’s largest credit exposure is with Media Concierge (Note 27) and newspaper sales distributors Menzies and Smiths.

The Group’s exposure and the credit ratings of its counterparties are continuously monitored. As far as possible, the aggregate

value of transactions is spread across a number of approved counterparties.

Trade receivables consist of a large number of customers spread across diverse industries and geographical areas. Ongoing

credit evaluation is performed on the financial condition of accounts receivable.

The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties having

similar characteristics, the latter being defined as connected entities, other than with some of the larger advertising agencies. In

the case of the latter, a close relationship exists between the Group and the agencies and appropriate allowances for doubtful

debts are in place. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned

by international credit-rating agencies.

The following table shows the total estimated exposure to credit risk for all of the Group’s financial assets, excluding trade

receivables which are discussed in Note 17:

	2023		2022
	Carrying value	Exposure to	Carrying value	Exposure to
		credit risk		credit risk
	£m	£m	£m	£m
Cash and cash equivalents	10.7	-	27.0	-

Capital risk management

The Company’s objective when managing its financial headroom is to safeguard the Company’s ability to continue as a going

concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital

structure. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to

shareholders, return capital to shareholders or issue new shares.

Market and foreign currency risk management

The Group’s activities do expose it to the financial risk of changes in foreign currency exchange, but this is not considered to be

material. At a Group and Company level, market risk exposures are assessed using sensitivity analyses.

The carrying amounts of the Group’s foreign currency-denominated monetary assets and monetary liabilities at the reporting date

are immaterial.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

114

31. Alternative performance measures

To provide clarity of the underlying trading performance of the Group, the operating results are presented on an adjusted basis.

Adjusted results are before non-recurring restructuring and organisational charges, IFRS 16 adoption, transaction costs,

amortisation of intangible assets and impairment charges. The Directors believe that it is appropriate to additionally present the

alternative performance measures used by management in running the business, and that it will present a more meaningful and

comparable financial result.

The adjusted results provide supplementary analysis of the ‘underlying’ trading of the Group.

		Adjusted results		Statutory results
	2023	2022	2023	2022
	£m	£m	£m	£m
Revenue	88.4	84.1	88.4	84.1
Operating costs	(78.9)	(74.4)	(78.6)	(73.7)
Depreciation and amortisation	(0.4)	(0.4)	(1.8)	(1.5)
Operating profit pre non-recurring items	9.1	9.3	8.0	8.9
Non-recurring items	-	-	(5.4)	(3.7)
Operating profit	9.1	9.3	2.6	5.2
Net finance income/(expense)	0.6	-	0.5	(0.1)
Profit before tax	9.7	9.3	3.1	5.1
Tax (charge)/credit	(2.2)	(1.8)	(0.4)	0.1
Profit after tax	7.5	7.5	2.7	5.2

The adjusted profit before tax is £9.7 million, and the adjusted tax rate is 23% with a £2.2 million tax charge in the period. The

adjusted tax charge does not benefit from the brought forward tax losses so as to provide a more meaningful and comparable

financial result.

Operating profit as determined under IFRS to adjusted operating profit:

	Note	2023	2022
		£m	£m
Operating profit as determined under IFRS		2.6	5.2
Adjustments:
Lease costs		(0.3)	(0.7)
Depreciation on right of use assets	6	0.4	0.6
Amortisation of intangible assets	6	1.0	0.5
Restructuring costs	6	3.6	3.3
ROUA Impairment	6	0.1	0.1
Property Rationalisation	6	0.1	-
Aborted transaction costs	6	-	0.3
Acquisition transaction costs	6	0.4	-
Incomplete acquisition costs	6	1.2	-
Adjusted operating profit		9.1	9.3

EBITDA and adjusted EBITDA are:

		2023	2022
		£m	£m
Operating Profit as determined under IFRS		2.6	5.2
Depreciation and amortisation	6	1.8	1.5
ROUA Impairment	6	0.1	0.1
EBITDA		4.5	6.8
Adjusted operating profit		9.1	9.3
Depreciation on tangible assets	15	0.4	0.4
Adjusted EBITDA		9.5	9.7

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

115

32. Reconciliation of statutory to adjusted cash flow

	IFRS	Adjustments	Adjusted
	2023		2023
	£m	£m	£m
Cash flow from operating activities
Operating profit	2.6	6.5	9.1
Impairment on ROUA	0.1	(0.1)	-
Depreciation and amortisation	1.8	(1.4)	0.4
Charge for share based payment	0.2	(0.2)	-
Adjusted EBITDA	4.7	4.8	9.5
Restructuring costs paid	-	(3.6)	(3.6)
Provisions	(0.2)	0.2	-
Working capital and other	(0.1)	(3.2)	(3.3)
Net cash flow generated from operations	4.4	(1.8)	2.6
Investing activities
Acquisition of subsidiaries net of cash	(15.0)	-	(15.0)
Transactions cost complete and incomplete	(0.9)	0.9	-
Interest earned	0.7	-	0.7
Purchases of tangible assets	(0.4)	-	(0.4)
Acquisition of intangible assets	(1.7)	-	(1.7)
Net cash outflow from investing activities	(17.3)	0.9	(16.4)
Financing activities
Interest paid	(0.2)	0.1	(0.1)
Dividend payment	(1.4)	-	(1.4)
Debt repayment	(1.0)	-	(1.0)
Principal repayment of leases	(0.8)	0.8	-
Net cash utilised from financing activities	(3.4)	0.9	(2.5)
Net increase in cash and cash equivalents	(16.3)	0.0	(16.3)

The adjustments for 2023 are:

• £6.5 million increase in operating profit reflects £0.1 million impairment of ROUA, £0.4 million depreciation of IFRS 16

leased assets, £1.0 million amortisation of intangible assets, £1.5 million of complete and incomplete acquisition

transaction costs, and £3.6 million restructuring costs partially offset by savings of lease cost of £0.3 million resulting

from the adoption of IFRS 16;

• £0.1 million reduction in ROUA impairment of IFRS 16 lease assets;

• £1.4 million reduction in depreciation and amortisation reflects the £0.4 million depreciation of IFRS 16 lease assets; and

£1.0 million amortisation of intangible assets which has been added back to operating profit;

• £0.2 million charge for share based payment which has been added back to operating profit;

• £3.6 million reduction for restructuring costs, reflects £3.6 million charged in the period of which £2.3 million has been

paid and £1.3 million is accrued at the period-end. The remaining £1.3 million paid in the period related to 2022, and

was accrued at the prior year-end;

• £0.2 million provision movement;

• £3.2 million negative working capital adjustment;

• £0.9 million total transaction cost for completed and incomplete acquisitions; and

• £0.1 million interest and £0.8 million principal payments on IFRS 16 leases are added back as they have already been

charged to operating profit.

National World plc

Notes to the Consolidated Financial Statements (continued)

For the 52 weeks ended 30 December 2023

116

32. Reconciliation of statutory to adjusted cash flow (continued)

The prior year comparative statutory to adjusted cash flow reconciliation is presented below:

	IFRS	Adjustments	Adjusted
	2022		2022
	£m	£m	£m
Cash flow from operating activities
Operating profit	5.2	4.1	9.3
Impairment on ROUA	0.1	(0.1)	-
Depreciation and amortisation	1.5	(1.1)	0.4
Adjusted EBITDA	6.8	2.9	9.7
Restructuring costs paid	-	(2.5)	(2.5)
Aborted transaction costs	-	(0.4)	(0.4)
Provisions	(1.0)	1.0	-
Working capital and other	3.7	(2.2)	1.5
Net cash flow generated from operations	9.5	(1.2)	8.3
Investing activities
Acquisition of subsidiaries	(2.6)	-	(2.6)
Interest received	0.2	-	0.2
Investment in The News Movement	(1.1)	-	(1.1)
Purchases of tangible assets	(0.4)	-	(0.4)
Acquisition of digital assets	(0.2)	-	(0.2)
Net cash outflow from investing activities	(4.1)	-	(4.1)
Financing activities
Interest paid	(0.3)	0.1	(0.2)
Principal repayment of leases	(1.1)	1.1	-
Net cash utilised from financing activities	(1.4)	1.2	(0.2)
Net increase in cash and cash equivalents	4.0	-	4.0

The adjustments for 2022 are:

• £4.1 million increase in operating profit reflects £0.1 million impairment of ROUA, £0.6 million depreciation of IFRS 16

leased assets, £0.5 million amortisation of intangible assets, £0.4 million on aborted transaction costs, and £2.5 million

restructuring costs (includes £0.4 million paid relating to 2021 schemes);

• £0.1 million reduction in ROUA impairment of IFRS 16 lease assets;

• £1.1 million reduction in depreciation and amortisation reflects the £0.6 million depreciation of IFRS 16 lease assets and

£0.5 million amortisation of intangible assets which has been added back to operating profit;

• £2.5 million reduction for restructuring, reflecting the £3.3 million restructuring costs charged in the period of which £2.5

million has been paid in the period including £0.4 million of 2021 restructuring costs, with the remaining £1.2 million

accrued at the period-end;

• £0.4 million aborted transaction costs reduction as these were added back to operating profit

• £1.0 million provision movement;

• £2.2 million negative working capital adjustment; and

• £0.1 million interest and £1.1 million principal payments on IFRS 16 leases are added back as they have already been

charged to operating profit.

33. Assets and liabilities classified as held for sale

	Note	2023	2022
		£m	£m
Non-current assets classified as held for sale	14,15	1.0	-
Liabilities classified as held for sale	17	(0.1)	-
Total net assets classified as held for sale		0.9	-

The assets and liabilities of Press Computer Systems Limited are classified as held for sale at the period end. The Group is in advanced

stage discussions for a business disposal that it expects to complete on 31 March 2024.

The assets held for sale consist of £0.7 million of digital intangible assets and £0.3 million of tangible assets, and the liabilities

comprise £0.1 million of deferred revenues that are due to be sold within one year.

National World plc

Company Statement of Financial Position

As at 30 December 2023

117

As at

Note

30 December 2023

31 December 2022

£m

ASSETS

Non-current assets

Investments in subsidiaries

9.7

7.2

Investments

1.1

Deferred tax

0.6

0.5

11.4

8.8

Current assets

Other receivables

0.6

0.1

Intercompany receivables

17.9

2.1

Cash and cash equivalents

2.0

22.0

20.5

24.2

Total assets

31.9

33.0

LIABILITIES

Current liabilities

Trade and other payables

(1.6)

(0.9)

Borrowings

(1.0)

Deferred consideration

(2.5)

(1.6)

(4.4)

Non-current liabilities

Total liabilities

(1.6)

(4.4)

Net assets

30.3

28.6

EQUITY

Share capital

0.3

Share premium

27.4

24.6

Accumulated profit

2.6

3.7

Total equity

30.3

28.6

The Company reported a statutory profit after tax for the period of £2.9 million (2022: £7.0 million), having received an intragroup

dividend in the period from National World Publishing Limited. As permitted by section 408 of the Companies Act 2006, the Company

has elected not to present its own profit and loss account for the period.

These parent company financial statements on pages 117 to 124 were approved by the Board of Directors and authorised for issue

on 21 March 2024.

The notes on pages 89 to 116 form part of these financial statements.

They were signed on its behalf by:

David Montgomery Sheree Manning

Executive Chairman Chief Financial Officer

National World plc

Company Statement of Changes in Equity

For the 52 weeks ended 30 December 2023

118

Share Capital Share Premium

Accumulated

profit / (losses)

Total Equity

£m

As at 1 January 2022

0.3

24.6

(3.3)

21.6

Profit for the period

7.0

Total comprehensive profit

7.0

As at 31 December 2022

0.3

24.6

3.7

28.6

As at 1 January 2023

0.3

24.6

3.7

28.6

Comprehensive profit

Issue of new ordinary shares

2.8

(2.8)

Long-term incentive share based payments

0.2

Dividend paid to shareholders on 5 July 2023

(1.4)

Profit for the period

2.9

Total comprehensive profit

2.8

(1.1)

1.7

As at 30 December 2023

0.3

27.4

2.6

30.3

The notes on pages 89 to 116 form part of these financial statements.

At 30 December 2023, all the Company’s accumulated profits are distributable, however, the available amount may be different at

the point any future distributions are made. The Group intends to pay a final dividend of 0.55 pence per share, subject to approval

by shareholders at the forthcoming Annual General Meeting. Once approved, the dividend will be paid on 10 July 2024 to

shareholders on the register at 7 June 2024. The dividend reflects the Board’s confidence in the ongoing strong cash generation of

the business, the future prospects of the Group and its strong balance sheet. The Board continues to adopt a progressive dividend

policy.

National World plc

Notes to the Company Financial Statements

For the 52 weeks ended 30 December 2023

119

34. Company information

National World plc (the “Company” or “National World”) is a public company listed on the London Stock Exchange in England and

Wales. The Company is domiciled in England and its registered office is Suite E3 Joseph's Well, Hanover Walk, Leeds, United

Kingdom, LS3 1AB.

The principal activity of the Company is to operate in the news publishing sector.

The prior period was for the 52 weeks ended 31 December 2022.

35. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been

consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These separate financial statements of the Company have been prepared on a going concern basis in accordance with Financial

Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS101). The Financial Statements have been prepared under the

historical cost convention and in accordance with the Companies Act 2006.

The Company is a qualifying entity under FRS 101 and has therefore taken advantage of the disclosure exemptions available to it in

respect of its separate Financial Statements. The following exemptions have been taken in relation to the presentation of a cash-flow

statement, capital management, financial instruments, change in accounting policy, retrospective restatement or reclassification,

capital management, standards not yet effective and related party transactions. Where relevant, equivalent disclosures have been

given in the Group accounts, the applicable note reference is provided.

Measurement bases

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value

of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates

and management judgements in applying the accounting policies. The significant estimates and judgements that have been made

and their effect is disclosed in Note 36.

Going concern

The Company had £2.0 million cash as at 30 December 2023 providing headroom to fund operating expenses and costs associated

with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the Company to have

sufficient resources to remain in operational existence for the foreseeable future,

which comprises the period of at least 12 months

from the date of approval of the financial statements.

Functional and presentation currency

The financial information is presented in the functional currency, pounds sterling except where otherwise indicated.

New standards, interpretations and amendments

There are no new standards that are issued but not yet effective which would be expected to have a material impact on the Company

in the current or future reporting periods or on foreseeable future transactions.

Net finance costs

Finance income comprises interest receivable on funds invested and other interest receivable. Interest income is recognised in profit

or loss as it accrues using the effective interest method.

Finance expense comprises interest on the £1 million interest only Loan notes, which was repaid on 29 December 2023.

Financial assets

The Company classifies all its financial assets at amortised cost. Management determines the classification of its financial assets at

initial recognition.

The Company’s financial assets held at amortised cost comprise cash and cash equivalents and intercompany receivable in the

statement of financial position.

The cash and cash equivalents in the statement of financial position is entirely made up of deposits held with Barclays Bank Plc, a

counterparty with independent credit ratings of a minimum of A-.

Financial liabilities

The Company classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are

recognised in the Statement of Financial Position when the Company becomes a party to the contractual provision of the instrument.

Trade and other payables and borrowings are included in this category.

National World plc

Notes to the Company Financial Statements (continued)

For the 52 weeks ended 30 December 2023

120

35. Summary of significant accounting policies (continued)

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective

interest rate method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are

presented as non-current liabilities.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Investments

Investments are stated at cost, less provision for any impairment. An impairment review is undertaken at each reporting date or more

frequently when there is an indication that the recoverable amount is less than the carrying amount. Recoverable amount is the higher

of fair value less costs to sell and value-in-use. In assessing value-in-use the estimated future cash flows of the cash-generating units

relating to the investment are discounted to their present value using a post-tax discount rate that reflects current market assessments

of the time value of money and risks specific to the asset for which estimates of future cash flows have not been adjusted. Use of a

post-tax discount rate to discount the future post-tax cash flows is materially equivalent to using a pre-tax discount rate to discount

the future pre-tax cash flows. The impairment conclusion remains the same on a pre or post-tax basis. If the recoverable amount of

the cash-generating unit relating to the investment is estimated to be less than its carrying amount, the carrying value of the investment

is reduced to its recoverable amount. An impairment loss is recognised in the income statement in the period in which it occurs and

may be reversed in subsequent periods.

The investment in The News Movement is carried at fair value, is unlisted and is classified as Level 3 according to IFRS 13. The investment

is carried at fair value, is unlisted and is classified as Level 3 according to IFRS 13. The value of investment are remeasured at each

reporting date using an appropriate valuation technique, with movements in valuation recognised in profit and loss.

Income tax

Income tax for the period comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it

relates to items recognised directly in equity, in which case it is recognised in equity.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying

amounts only to the extent that it is likely that they will be recovered in the foreseeable future.

36. Significant judgements and estimates

The preparation of the Company’s financial statements under IFRS as endorsed by the United Kingdom requires the Directors to make

estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date, amounts reported for

revenues and expenses during the period, and the disclosure of contingent liabilities, at the reporting date.

Key sources of estimation uncertainty

Impairment of investments and recoverability of intercompany receivables

The Group is required to test whether its investments or the intercompany receivables have suffered any impairment based on the

estimation of the value in use. Key sources of estimation uncertainty in the value in use calculation include the estimation of future

cash flows affected by expected changes in underlying revenues and direct costs through the forecast period, the long-term growth

rates and a suitable discount rate to apply to the aforementioned cash flows in order to calculate the net present value.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations

of future events that are believed to be reasonable under the circumstances.

National World plc

Notes to the Company Financial Statements (continued)

For the 52 weeks ended 30 December 2023

121

37. Profit before income tax

The profit before income tax is stated after charging:

Note

2023

2022

£m

Staff costs

8,38

1.3

1.0

Fees payable to the Company’s auditors – audit of the Company’s

annual accounts

0.1

Non-recurring costs:

Restructuring costs

0.2

Aborted transaction costs

0.3

Incomplete transaction costs

1.1

Acquisition transactional costs

0.1

Finance costs:

Interest on interest only unsecured loan notes

0.1

0.2

38. Directors and employees

The employees of the Company are all Executive and Non-Executive Directors, and disclosed in the Group staff costs (Note 8).

Staff costs of £1.3 million comprise of £1.0 million remuneration paid to the Executive and Non-Executive Directors and £0.3 million

of consultancy, social security, pension costs and dividend equivalent (Note 8).

Other than the salaries and fees, detailed in (Note 8), and the Executive Directors’ VCP participation, no other remuneration was

paid, payable or will be paid or payable for 2023. Further disclosure is included in the Remuneration Report.

39. Taxation

Income tax expense is recognised based on management’s estimate of the weighted average effective annual income tax rate expected for

the full financial year. The tax rate applied for 2023 of 23.5% (2022: 19%) was a blended rate due to the tax rate of 19% in effect for the first

quarter of 2023 changing to 25% from 1 April 2023, as substantively enacted by parliament in May 2021. The increase in the corporate tax

rate to 25% has been accounted for in the calculation of the deferred tax.

2023

2022

£m

Deferred tax

Credit for the period

(0.1)

Total tax credit for the period

(0.1)

The difference between the total tax credit shown above and the amount calculated by applying the blended rate of UK corporation tax of

23.5% (2022: 19%) to the profit before tax is as follows:

2023

2022

£m

Analysis of charge in period

Profit before tax on continuing operations

2.8

6.9

Tax at the UK corporation tax rate of 23.5% (2022: 19%)

0.7

1.3

Effects of:

Income not taxable / expenses not allowable

(0.9)

(1.5)

Group relief

0.2

Rate difference

(0.1)

Deferred tax asset recognised for tax losses

(0.1)

Tax credit for the period

(0.1)

The Company has tax losses carried forward of £2.4 million, which are all recognised as a deferred tax asset of £0.6 million at the

period end calculated using the corporation tax rate of 25%.

In the prior period, the Company had £2.4 million of tax losses of which £2.0 million were recognised as a deferred tax asset of £0.5

million with the remaining £0.4 million of carried forward losses unrecognised.

National World plc

Notes to the Company Financial Statements (continued)

For the 52 weeks ended 30 December 2023

122

40. Investment in Subsidiaries

2023

2022

£m

1 January 2021

7.2

Acquisition of Insider Media Limited and its subsidiary

2.5

Investment in Subsidiaries

9.7

7.2

The Company’s subsidiaries as at 30 December 2023 are as follows:

Country of

Proportion of

ownership

Class of

Nature of business Status

incorporation

interest and

and operation

voting power

owned

National World Publishing Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World Scotsman

Publications Limited

England 100% Ordinary Newspaper publishers Agency

National World SWP Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World North East Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World North West Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World Off Road Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World Yorkshire Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World NMSY Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World Midlands Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World South Limited

England

100%

Ordinary

Newspaper publishers

Agency

National World NI Ltd

England

100%

Ordinary

Newspaper publishers

Agency

Not a Newspaper Limited

England

100%

Ordinary

Digital publishers

Trading

Connect Local Limited

England

100%

Ordinary

Newspaper publishers

Dormant

JPIMedia Publishing Limited

England

100%

Ordinary

Newspaper publishers

Dormant

Bann Media Limited

England

100%

Ordinary

Newspaper publishers

Agency

Insider Media Limited

England

100%

Ordinary

Newspaper publishers

Holding

Newsco Insider Limited

England

100%

Ordinary

Newspaper publishers

Trading

Press Computer Systems Limited

England

100%

Ordinary

Software developers

Trading

Midland News Association Limited

England

100%

Ordinary

Newspaper publishers

Agency

Express & Star Limited

England

100%

Ordinary

Newspaper publishers

Dormant

Shropshire Newspapers Limited

England

100%

Ordinary

Newspaper publishers

Dormant

Shropshire Star Limited

England

100%

Ordinary

Newspaper publishers

Dormant

The registered office of all subsidiaries is Suite E3 Joseph's Well, Hanover Walk, Leeds, United Kingdom, LS3 1AB, with the exception

of Press Computer Systems Limited, Midland News Association Limited, Express & Star Limited, Shropshire Newspapers Limited and

Shropshire Star Limited whose registered office is 8th Floor, Mander House, Mander Centre, Wolverhampton WV1 3NH.

There is no difference in the proportions of ownership interest shown above and the voting power held. All investments in subsidiary

undertakings are held at cost less, where appropriate, provisions for impairment. All subsidiaries have been included within the

consolidated accounts.

On 7 February 2023, the Group acquired the issued share capital of Bann Media Limited.

On 28 April 2023, the Group acquired the issued share capital of Insider Media Limited and its wholly owned subsidiary Newsco

Insider Limited.

On 29 September 2023, the Group acquired the issued share capital of Press Computer Systems Limited, Midland News Association

Limited and its subsidiaries Express & Star Limited, Shropshire Newspapers Limited and Shropshire Star Limited.

41. Investments

On 27 October 2022, the Company invested £1.1 million (US$1.25 million) in social-first media company The News Movement. The

investment is carried at fair value, is unlisted and is classified as Level 3 according to IFRS 13. The value of investment is remeasured

at each reporting date using an appropriate valuation technique, with movements in valuation recognised in the profit and loss. For

this year end, the Company has considered in its assessment the discounted cash flow calculations as well as any changes in the

assessment of the prospects of the business or market conditions in its market. The Company has not changed the value of The

News Movement investment as at 30 December 2023.

National World plc

Notes to the Company Financial Statements (continued)

For the 52 weeks ended 30 December 2023

123

42. Intercompany receivables

2023

2022

Amounts falling due within one year:

£m

Intercompany receivables

17.9

2.1

The amount outstanding at year end is receivable from National World Publishing Limited.

The Company has no intention to demand repayment of the receivables balance in the foreseeable future, and the intercompany

receivable balance remains interest free and repayable on demand by counterparties.

43. Cash and cash equivalents

All bank balances are denominated in pounds sterling.

44. Other financial assets and liabilities

Other receivables

2023

2022

£m

Prepayments and other debtors

0.6

0.1

Total Other receivables

0.6

0.1

Trade and other payables

2023

2022

Amounts falling due in one year:

£m

Trade payables

1.2

0.1

Accruals

0.1

0.3

Taxes and social security

0.3

0.5

Total Trade and other payables

1.6

0.9

45. Ultimate controlling party

The Company has no ultimate controlling party.

46. Commitments, guarantees and contingent liabilities

Value added tax

The Company is registered for VAT purposes in a group of undertakings, which share a common VAT registration number. As a

result, it has jointly guaranteed the VAT liability of the Group, and failure by other members of the Group to meet their VAT liabilities

would give rise to additional liabilities for the Company. At 30 December 2023 the total VAT liability of the Group was £1.0 million

(2022: £0.8 million), comprising £0.3 million liability for the VAT Group and an additional VAT liability totalling £0.7 million in relation

to three of the acquisitions completed in the period, which currently operate under separate VAT registrations.

47. Subsequent events

The Group is in advanced stage discussions for a business disposal of Press Computer Systems Limited and expects to complete

this transaction on 31 March 2024.

2023

2022

£m

Cash at bank

2.0

22.0

Total cash and cash equivalent

2.0

22.0