Delivering on

our purpose

DWF Group plc

Annual Report and Accounts 2023

Inside this report

01 Strategic report

01 Highlights of our year

02 Our business at a glance

04 Chair’s statement

06 Group Chief Executive Officer’s review

08 Our market drivers

10 Our business model

12 Our long-term profitable growth strategy

14 Key performance indicators

16 Financial review

20 Section 172(1) statement

22 Engaging with our stakeholders

26 Environmental, Social and Governance report

40 Risk management, our approach

42 Principal risks

45 Viability statement

46 Non-Financial and Sustainability Information Statement

47 Governance

48 Chair’s governance overview

50 Board of Directors

52 Executive Board

53 Statement of compliance with the

UK Corporate Governance Code 2018 (the ‘Code’)

54 Board leadership and Company purpose

58 Division of responsibilities

59 Composition, succession and evaluation

62 Nomination Committee report

64 Audit Committee report

68 Risk Committee report

70 Directors’ Remuneration Report

89 Directors’ report

94 Directors’ responsibility statement

95 Financial statements

95 Independent Auditor’s report to the members of DWF Group plc

101 Consolidated income statement

101 Consolidated statement of comprehensive income

102 Consolidated statement of financial position

103 Consolidated statement of changes in equity

104 Consolidated statement of cash flows

105 Consolidated notes to the financial statements

135 Company statement of financial position

136 Company statement of changes in equity

137 Company notes to the financial statements

142 Unaudited information

147 Shareholder information

148 Principal offices

150 Corporate information

Who we are

DWF Group plc (‘DWF’) is a leading

global provider of integrated legal

and business services.

Our purpose

Delivering positive outcomes with our

colleagues, clients and communities.

What we do

We aim to provide sustainable solutions

forour stakeholders in ways that are

efficient and simple. We have built our

leading range of services on this principle.

How we do it

We have three offerings – Legal Services,

Business Services and Legal Operations.

We have integrated legal and business

services colleagues, making it even easier

for clients to access our offerings.

Our ability to seamlessly combine any

number of these services to deliver

bespoke solutions for our clients is our

key differentiator. Delivered through our

global teams across eight core sectors,

ourIntegrated Legal Management

approach delivers greater efficiency,

pricecertainty and transparency for

ourclients without compromising

onquality or service.

Highlights of our year

Read all of DWF Group’s key performance

indicators on pages 14-15

Financial highlights

Non-financial highlights

Client net promoter score

+62

Consistent with our score last year of +63.

With a market average score of +40,

ourconsistently strong NPS score

demonstrates the appeal of our

differentiated proposition and quality

ofour colleagues.

Colleague engagement survey score

Our engagement score remained 76

through the third consecutive survey,

ascore we are pleased to maintain.

ESG

14%

We have exceeded our target to achieve

13% ethnic minority representation

inouroverall population by 2025.

DWF Foundation

£1,000,000

Grants awarded during the last financial

year took the total funds awarded by the

DWF Foundation past the £1 million mark.

Revenue

£451.6m

Y23 £451.6m

Y22 £416.1m

Y21 £400.9m

Net revenue

£380.1m

Y23 £380.1m

Y22 £350.2m

Y21 £338.1m

Profit/(loss) before tax

£17.2m

FY23 £17.2m

Y22 £22.3m

Y21 £(30.6)m

Adjusted profit before tax

£43.3m

Y23 £43.3m

Y22 £41.4m

Y21 £34.2m

Cost to income ratio

37.2%

Y23 37.2%

Y22 38.4%

Y21 39.2%

Lock-up days

196

Y23 196

Y22 179

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 01

Our business at a glance

Our vision

To be the leading global

provider of integrated legal

and business services

Our purpose

Delivering positive outcomes

with our colleagues,

clientsand communities

Our values

Always aim higher

We exceed the expectations

ofourcolleagues and our

clientsineverything we do.

Be better together

We listen, recognise and support

each other to protect a diverse and

inclusive culture and sustainour

business, clientsandcommunities.

Disrupt to progress

We embrace change and new

waysof working to enhance our

performance and reputation.

Keep all promises

By keeping the promises we

maketo our colleagues and

ourclients, we build trust,

loyaltyandcredibility.

Attend to details

We achieve the best results to

complex problems by focusing

onsimple and effective solutions.

We act with purpose:

To deliver positive outcomes with our colleagues, clients and communities

We have an ambitious and sector

leading ESG Strategy with a proven

trackrecord of delivery

• We have a clear commitment to

halveourcarbon emissions by 2030

• We continue to stretch ourselves to

become more diverse and inclusive

through a range of targets including

40%female and 10% ethnic minority

colleagues across partner and

equivalentroles by 2025

• Since it launched in 2015, the DWF

Foundation has distributed in excess

of£1 million through grants to more

than500 charities and food banks

inourlocal communities

We are not just a law firm

• We have a unique vision to become

theleading global provider of integrated

legal and business services, building

aglobal professional services business

whose DNA is rooted in law

• We achieve this through our Integrated

Legal Management approach

• We are a hybrid working business

– ouroffices are only one environment

inwhich our colleagues and clients

workand collaborate

What does that mean for our colleagues?

• Working together with a strong sense

ofpurpose, we know we can make

adifference with each other, with

ourclients and with our communities

• Being part of a pioneering business

which is disrupting the sector

• Enjoying future career opportunities on

aglobal scale and outside of traditional

law at the cutting edge of modern legal

and business services

• Reward and benefits which are

competitive, family friendly and help

usto deliver on our sustainability goals

DWF Group plc | Annual Report and Accounts 202302

Where we operate

We continue to build our presence globally

through acquisitions, associations and

lateralhires. This year we entered the

Canadian legal services market through

ourtransaction with Whitelaw Twining,

withoffices in Vancouver and Calgary.

Welater opened an office in Toronto

withthehire ofthree partners.

DWF offices

• Australia

• Canada

• France

• Germany

• India

• Ireland

• Italy

• Poland

• Qatar

• Spain

• UAE

• United Kingdom

• United States of America

Associations

• Hong Kong

• Kingdom of Saudi Arabia

• Portugal

• Republic of Singapore

• Republic of South Africa

• Turkey

• United States of America

Our differentiator

Our Integrated Legal

Management approach

Our ability to seamlessly combine

anynumber of our offerings to deliver

bespoke solutions for our clients is our

keydifferentiator. Delivered through our

global teams across eight core sectors,

ourIntegrated Legal Management

approach delivers greater efficiency,

price certainty and transparency for

ourclients without compromising

onquality or service.

Our FY2022/23 financial performance

Legal Advisory

Premium legal advice and excellent client service.

Our teams bring commercial intelligence and

relevant industry experience through eight

coreglobal sectors.

£316.6m

(Revenue £385.3m)

2022: £292.0m

(Revenue £355.1m)

Connected Services

Our range of complementary products and

business services that enhance our insurance

andcommercial legal offerings.

£40.7m

(Revenue £41.5m)

2022: £33.9m

(Revenue £34.2m)

Mindcrest

Outsourced and process-led alternative legal

services, designed to standardise, systematise,

scale and optimise legal workflows for areas such

as eDiscovery, contract management, compliance,

legal technology, consulting and operations,

andknowledge management services.

£22.9m

(Revenue £24.8m)

2022: £24.4m

(Revenue £26.8m)

On 1 May 2023, we moved to our new global operating structure of Commercial Services,

Insurance Services and Legal Operations.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 03

Chair’s statement

Jonathan Bloomer

Chair

Dear Shareholder,

I am delighted to introduce our Annual

Report and Accounts for the year ended

30 April 2023. The past year has been

marked by continued macroeconomic

volatility with considerable inflationary

pressures across food, energy and other

essential consumer categories. These

pressures have led, in many countries,

toacost of living crisis and rising interest

rates, which in turn, has fuelled further

uncertainty about economic growth rates.

Despite these challenging conditions, our

differentiated integrated legal and business

services offering and our focus on delivering

positive outcomes has enabled us to

continue to perform well relative to some

challenging sentiments in the legal sector.

I would like to offer my thanks, and the

thanks of the whole Board, to all of our

colleagues across the Group for their

continued commitment, dedication and

high-quality delivery throughout the year.

Group performance

We are focused on driving shareholder

valuethrough the delivery of sustainable

attractive growth. That is what we have

achieved again this year.

The Board is pleased with the Group’s

performance on revenue growth,

profitability and cost control. Net revenue

isup by more than 8% to £380m,

withalike‑for‑like growth rate of 5%.

Pleasingly we have seen this rate of growth

improve in the second half of the financial

year although this was against a challenging

H2 in FY22.

Adjusted profit before tax increased by

4.7%to £43.3m, supported by our cost

programme which now anticipates savings

of £15m, helping to in part offset the

well-publicised upward salary cost pressures

affecting the sector. Reported profit before

tax was £17.2m which represents a £5m or

23% reduction on prior year owing to an

increase in adjusting items of £7m in the

year as well as rising interest costs.

This performance reflects the impact of

theGroup’s Integrated Legal Management

strategy and ongoing key client focus,

delivering integrated solutions to more

Group clients.

Culture

We are a people business where developing

a positive and inclusive culture, underpinned

by our values and behaviours, is critical to

our success.

Over the past year, I have enjoyed spending

more time in our offices meeting with

partners and colleagues, hearing first-hand

about their experiences of working for

DWFand perspectives on the culture

withinour organisation.

We have been able to organise more

colleague engagement activities in-person

and in different locations. This allowed

theBoard to hold informal meetings

withacross‑section of DWF colleagues,

atevery career level and from all parts

ofthe business. We have all found these

very valuable.

I would like to express my thanks to all

attendees at these meetings in providing

their thoughts and opinions in an open

andconstructive manner.

The feedback received at these meetings

isechoed through our well established

engagement survey, where our engagement

score has remained stable at 76. In the

context of macroeconomic volatility, we are

pleased with this strong performance in this

key indicator.

DWF Group plc | Annual Report and Accounts 202304

Our role in society

ESG is core to our business model and

long-term strategy and it remains a priority

focus area for the Board. FY22/23 marked

the first full year since publication of our

ESG Strategy and I am pleased to report

thatwe have made meaningful progress

inanumber of areas.

This includes reductions of our Scope 1

andScope 2 CO

emissions of 20% and

41%respectively, compared with FY21/22.

Wehave continued to enhance our office

space, with Pune, India and the new

Edinburgh office both powered entirely

byrenewable energy.

On our diversity & inclusion agenda,

weincreased overall ethnic minority

representation to 14%, against a target of

13% by 2025 and we invested in a range of

new and improved family friendly policies,

significantly enhancing our maternity,

paternity and adoption leave schemes.

We are also proud that in the last financial

year the DWF Foundation, an independent

charity established by DWF in 2015,

exceeded the £1 million mark for grants

distributed. Funded in large part by the

fundraising activities of DWF colleagues,

theFoundation is an excellent example

ofthe positive outcomes achieved through

colleagues living our values. A point

reinforced by the nearly 9,000 hours of

volunteering time delivered by colleagues

through the last financial year.

I talk more about our purpose, values and

culture in the Governance introduction on

page 48. You can read more detail on our

priorities and actions in the ESG section

ofthis report on pages 26 to 39,

oralternatively please read our separate

FY22/23 ESG & Corporate Sustainability

impact report which is available

andcontains further information

onourapproach.

Annual General Meeting 2023

The Annual General Meeting will be held

on20 October 2023. You can read more on

the arrangements for the AGM on page 147.

Looking ahead

On 21 July 2023, we were pleased to

announce the Board’s unanimous

recommendation of an all cash offer for

DWFGroup plc from Aquila Bidco Limited,

anewly incorporated wholly‑owned

subsidiary of funds advised by Inflexion.

Thistransaction is highly attractive not only

for our internal and external shareholders,

but also for our clients, employees and

other stakeholders. The DWF board of

directors recognises the opportunities that

could be delivered under private ownership

with Inflexion, which includes access to

significant capital to invest in people and

technology, accelerated lateral hiring and

transformative acquisitions across

jurisdictions. Inflexion has a clear ambition

to support the management team to

execute its strategy to create a global

professional services business emanating

from the legal sector and this will enhance

the already exceptional and differentiated

services that we deliver for our clients.

Shareholders will already have received

acopy of the Scheme Document which

waspublished on 15 August 2023.

Theshareholder Court Meetings

andaGeneral Meeting to approve

thescheme of arrangement have

beenscheduled for 12 September 2023.

Subject to shareholder approval and the

satisfaction (or, where applicable, waiver)

ofthe Conditions and further terms

setoutin Part 3 of the Scheme Document,

the Acquisition is expected to become

effective during Q2 FY2024.

I would like to thank all of our Board

members for their time and focus

throughout this year.

Jonathan Bloomer

Chair

24 August 2023

“ I would like to express my

thanks to all attendees at these

meetings in providing their

thoughts and opinions in an

open and constructive manner.”

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 05

Group Chief Executive Officer’s review

Sir Nigel Knowles

Group Chief Executive Officer

How did the Group

performthisyear?

We have once again grown the business

profitably in what has been a very

challenging economic environment.

Likeother legal businesses, we have seen

salary and inflationary pressures, the impact

of interest rate increases and variable

demand particularly in transactional areas.

Despite these challenges, we have seen

ourorganic growth strategy and integrated

propositions continue to resonate

withclients, and have also added quality

businesses to the Group via our acquisitions

of Acumension and Whitelaw Twining.

You have further extended your

capabilities in North America

through the transaction with

WhitelawTwining in Canada.

Howisthisintegration progressing

andwhat next for this region?

We were pleased to complete this

transaction with Whitelaw Twining,

oneofCanada’s top legal businesses

whichwe knew would always represent

ahigh quality opportunity for our clients.

Good progress has been made since

theybecame part of the DWF Group

inDecember.

We have already expanded into the Toronto

legal services market with the hire of three

partners, four additional lawyers, one

paralegal and two support staff. We are also

seeing great collaboration between our legal

and business services colleagues within

Canada and between our Canadian team

and colleagues globally.

This move marked the next step in DWF’s

North American strategy and has given us

an integrated legal and business services

offering in Canada which also aligns to the

Group’s existing claims and legal operations

offering in Chicago.

In a highly-competitive

talentmarket, what have

youdonethisyear to strengthen

yourcolleagueproposition?

Attracting and retaining the very best talent

remains a top priority. That is why in the

past year we have taken steps to continue

strengthening our colleague proposition.

Iwould highlight two areas where we

havemade particular progress, through

significantly enhanced family friendly

policies and improvements made to a

number of our office locations through

ourfuture workplace strategy.

Our enhanced family friendly policies

including aligning our maternity leave

provision for all colleagues and partners

tooffer 26 weeks at full salary, with this

same 26-week provision available to

colleagues and partners taking adoption

leave. We have doubled our paternity leave

entitlement from two weeks to a four-week

benefit and increased our Shared Parental

Leave benefit from two weeks with full pay,

to eight weeks. These investments carry

acost, but the improvements benefit

ourcolleagues and support our drive

tocreatean inclusive culture.

Our future workplace strategy includes

acommitment to reducing the amount

ofoverall office space and improving

thequality, contributing to our ESG

commitments through our use of materials

and improving colleague wellbeing with

smart and functional work areas. The

actions taken this year include a relocation

in Edinburgh, where we selected a building

which has been designed with a clear focus

on sustainability, creating an exceptional

working environment and having a positive

impact on the local community.

We have also delivered a refit of our Bristol

office, with work also underway in Liverpool.

Whilst this strategy remains a work in

progress, our expectation is that we will

review all of our office space globally

withthe aim that our current and future

colleagues view our office spaces as places

they enjoy working from.

DWF Group plc | Annual Report and Accounts 202306

“ Attracting and retaining the

very best talent remains a

top priority. That is why in

the past year we have taken

steps to continue strengthening

our colleague proposition.”

In March you announced changes

toyour global operating structure.

What will these changes allow you to do

differently and how do they support your

integrated legal management approach?

The changes we announced in March were

anatural evolution in our strategy as they

allow us to go further in how we deliver our

integrated offering to clients. It means our

internal operations are better aligned with

the services we provide and the clients and

markets we serve. Many of our largest global

clients are insurers and our integrated legal

management approach is of particular

relevance to them. By bringing legal and

business services colleagues together into

our two largest divisions, we are delivering

atruly integrated offering to clients,

drivinggreater internal collaboration

andsupporting profitable revenue growth.

What is the outlook

fortheyearahead?

We continue to be in turbulent times

economically, and indeed the legal sector

has seen pressures from both rising costs

and volatility in demand particularly for

transactional work. We have always viewed

ourselves as having a defensive model but

are not immune to the environment in which

we operate. The margin dilution from salary

and interest rate increases, which brought

us in at the bottom end of Adjusted PBT

expectations, will continue to need

mitigating actions on price, productivity

andcost control. We believe we have put the

right initiatives in place to protect our P&L,

but are also having to work hard to ensure

lock-up stays within a sensible range as

clients are inevitably holding on to cash for

longer. This has implications for our leverage

and our ability to execute our strategy.

Weremain confident in our prospects,

butcannot be complacent about the

headwinds affecting all businesses. Indeed,

absent the Offer from Inflexion, the Board

would need to consider the appropriate

level of dividend, if any, for the period

ending Apr-23 and DWF’s medium term

capital management framework.

Sir Nigel Knowles

Group Chief Executive Officer

24 August 2023

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 07

Our market drivers

Market overview

The past year has been marked by further

uncertainty and strengthening headwinds

inthe global economy. However, whilst some

staples of work for the legal industryhave

slowed down, such as M&A, an increasingly

complex regulatory environment has

ensured that the sector remains busy

andcontinues to grow.

These complex market dynamics have also

been a contributory factor to our other

highlighted market drivers. Competition

fortalent remains a key issue for the sector,

butwith a slowdown in certain work types,

the heat has been taken out of the

escalating pay increases we highlighted

lastyear. Instead, we are seeing increasing

focus on the full employment opportunity

available to prospective colleagues.

One issue influencing colleague,

clientandotherstakeholder, decision

making is performance on ESG. This theme

retains its presence in our market drivers

aswe have seen no let-up in the increasing

scrutiny given to the environmental, social

and governance credentials of the sector.

This year we add emergent technologies

toour shortlist of market drivers,

withaparticular emphasis on the rapid

developments being made in the field

ofgenerative artificial intelligence. These

developments present all legal services

providers with opportunity and risk,

andmostly with a series of difficult

questions regarding how quickly such

technology canbe adapted and

meaningfully harnessedto deliver

positiveoutcomes.

Analysis by Statista estimates that the

global legal services market will be worth

$840bn in 2023 and has been growing

ata compound annual growth rate just

below 5%. This is supported by Thomson

Reuters Markets Insights data which

found that 80% of global legal services

buyers expect spend to remain the same

or increase in 2023, compared with the

prior year. However, there is also a note

of caution in certain sectors or

geographic markets, including the UK,

where optimism tracks slightly below

theglobal average.

What this means for our industry

Global market growth will lead to further

consolidation and expansion through

seniorlateral hires. This will allow providers

to meet client needs, whilst protecting

against regional fluctuations in growth rates.

We also anticipate the market conditions

contributing to the accelerating trend for

companies seeking to work with fewer

providers across a wider range of services.

This trend results in simpler supply chains,

deeper relationships, more streamlined and

efficient delivery and greater transparency

on costs amid economic uncertainty.

Our opportunity

Our integrated legal and business services

approach and global presence mean we are

well positioned to capitalise on both ofthese

trends. Throughout FY2022/23 we have

demonstrated our ability to capitalise on

these trends with further M&A and a series

of appointments to reduced legal panels.

Our response

We have further strengthened our global

presence this year. In December, we

completed our transaction with Canadian

law firm Whitelaw Twining. Combined with

our existing claims and adjusting teams in

Toronto and Vancouver, we are now able to

offer clients an integrated legal and business

service in Canada. Last May, we announced

our new affiliation with Hauzen LLP in

HongKong.

We also continue to take steps to further

drive integration and collaboration. As we

move into FY2023/24, we are making a

number of changes to our internal structure

through which we are integrating colleagues

in such a way that our internal operations

align with the services we provide and the

clients and markets we serve.

Global growth continues

but with greater caution

DWF Group plc | Annual Report and Accounts 202308

Whilst the battle to recruit and retain

thebest talent remains very competitive,

the focus of this debate has moved on.

The sometimes fevered race to increase

salaries had to abate eventually and as

market dynamics have shifted, the focus

has turned to a wider range of factors as

employees and potential recruits look for

a more rounded working experience

reflecting responsible business.

What this means for our industry

Whilst competitive rates of pay remain

acore element of any reward offering,

bothcurrent and potential employees

wantto seemore from their employer on

awider range of factors such as remote or

hybridworking policies, work-life balance,

wellbeing, company culture, career

development andapproach to sustainability

and ESG. Companies must consider how

tocreate the best possible workplace

environment to attract and retain the

verybest.

Our opportunity

We have long argued that there are better

ways to incentivise colleagues and build

ahealthier workplace that champions

Diversity and Inclusion (“D&I”), encourages

work-lifebalance and creates positive

physical environments.

Our approach has been recognised with

DWF ranked as a Top 10 Employer for

Working Families and as a Top 50 Employer

for Women.

Our response

We are building on this established

reputation by investing further in our

colleague proposition. Last summer,

weannounced a series of new and improved

family friendly policies including significant

uplift to maternity, paternity, adoption and

shared parental leave. We have embarked

on a comprehensive review of our

workplaces including upgrading office

spaceor moving to new locations, and

wehave reinforced our commitment to

ahybridworking model where colleagues

areexpected to spend some time in the

office but have flexibility around where

andwhen they work.

The focus on ESG and Sustainability

remains high from a wide range of

industry stakeholders.

But the emphasis in this debate

isevolving, with stakeholders now

expecting more than just a commitment

to action, but evidence thatprogress

isbeing made.

What this means for our industry

Legal service providers need to demonstrate

not only their commitment to act, through

targets and disclosures, but also begin to

demonstrate proof points that their ESG

action plans are working.

With more and more businesses in the

sector seeking to generate work advising

other companies on ESG and Sustainability,

providers must also demonstrate their

ownactions are consistent with the advice

provided to clients.

Our opportunity

DWF continues to build on our existing

commitments and ‘walk the talk’

withintegrity by actively signposting

stakeholders to our own ESG and

sustainability goals, achievements

andstrategic priorities.

We are pleased to report improved scores

across arange of external rankings,

including EcoVadis and CDP.

Our response

We have responded by establishing our

ESG& Sustainable Business advisory

practice that is dedicated to supporting

ourclients with consultancy-led risk and

opportunity factors.

ESG has remained a focus of our internal

operations encompassing Environmental,

D&I, Corporate Social Responsibility, and

Wellbeing initiatives across the business.

InOctober 2022, more than 1,300 colleagues

joined a hybrid Town Hall which sought to

educate and motivate on the topic of ESG.

In April, we became an inaugural signatory

to the Legal Charter 1.5, a group of law firms

with high ambition, working collaboratively

to lead the legal sector in mitigating the

impact of climate change.

The DWF Foundation, an independent

charity established by DWF, passed £1m

indonations in early 2023, affirming our

commitment to helping individuals, groups

and communities achieve their full potential.

Whilst it is possibly too early to

describeit as a true market driver,

thereis no doubt that the theme which

has generated the most comment over

the past 12 months hasbeen emergent

technologies, andmore specifically,

generative artificialintelligence.

Like in wider society, the debate has

ranged from high optimism (it heralds

ahuge boost for productivity) to rank

pessimism (it will destroy everybody’s

jobs). As is often the case in these

debates, the truth will lie somewhere

inbetween, but how to respond to

generative AI and prepare for its

opportunities and threats will become an

ever greater focus for businesses in our

sector in the months and years ahead.

What this means for our industry

The power of generative AI is extraordinary

and there is no doubt this technology will

have a growing influence in the workplace.

But the industry needs to grapple between

the benefits and the risks, such as the

tendency of generative AI to ‘hallucinate’,

generating references to sources of

information, events or even legal

casesthatdo not exist.

Our opportunity

While there is more work to do to

understand the risks, the opportunities are

also clear, especially in terms of knowledge

sharing. Generative AI has the potential to

put allofour documented experience at the

fingertips of our clients, or it could become

the ultimate knowledge sharing mechanism

within and across practice areas.

Our response

We have already embedded artificial

intelligence in our business in areas such

aseDiscovery and contract lifecycle

management. With generative AI, we are

taking a balanced approach by encouraging

colleagues to familiarise themselves with its

applications but never to rely on the content

it creates, nor to use it as the basis of any

materials submitted to, or on behalf of,

aclient. As with all new technology, we

willmove to implementation when we

aresatisfied that the underlying model,

data, method of training and method of

supervision are in place to enable delivery

ofthe right results.

Competition for talent evolves No let-up in the focus on ESG Emergent technologies

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 09

Our business model

Our inputs

• Our colleagues

• Our clients

• Our communities

• Our knowledge

• Our brand

• Our systems

• Our global footprint

Our services

Legal Services Premium legal advice and

excellent client service. Our teams bring

commercial intelligence and relevant

industry experience through eight core

global sectors.

Business Services Our range of

complementary products and business

services that enhance our insurance

andcommercial legal offerings.

Legal Operations Outsourced and process-

led alternative legal services, designed to

standardise, systematise, scale and optimise

legal workflows for areas such as eDiscovery,

contract management, compliance, legal

technology, consulting and operations,

andknowledge management services.

Legal Services

Business Services

Legal Operations

Our values

Always aim higher

We exceed the expectations

ofourcolleagues and our

clientsineverything we do.

Be better together

We listen, recognise and support

each other to protect a diverse

and inclusive culture and sustain

our business, clients and

communities.

Disrupt to progress

We embrace change and new

waysof working to enhance our

performance and reputation.

Keep all promises

By keeping the promises we

maketo our colleagues and

ourclients, we build trust,

loyaltyandcredibility.

Attend to details

We achieve the best results to

complex problems by focusing

onsimple and effective solutions.

Delivering on

our purpose

Impacted by

Market drivers

• Global growth continues,

but with a note of caution

• Competition for talent evolves

• Relentless focus on ESG

• Emergent technologies

Our stakeholders

• Colleagues

• C l i e n t s

• Suppliers

• Debt providers

• Shareholders

• Communities

• Regulators

• Policymakers

• Insurers

• L a n d l o r d s

DWF Group plc | Annual Report and Accounts 202310

• Economic fraud

• Class actions

• Data protection & cyber security

• ESG

• Legal operations

• Legal Services

• Business Services

• Legal Operations

• Consumer

• Financial services

• Insurance

• Energy & natural resources

• Technology, Media and Communications

• Public and Government

• Built Environment

• Transport

How we deliver for our clients

A leading global provider of integrated legal and business services

What we do How we do this Who we do this for

Client

DWF

Solutions Services Sectors

Outcomes

Delivering positive outcomes with our colleagues, clients andcommunities.

Non-financial highlights

Client net promoter score

+62

Consistent with our score last year of +63.

With a market average score of +40,

ourconsistently strong NPS score

demonstrates the appeal of our

differentiated proposition and quality

ofour colleagues.

Colleague engagement survey score

Our engagement score remained 76

through the third consecutive survey,

ascore we are pleased to maintain.

ESG

14%

We have exceeded our target to achieve

13% ethnic minority representation

inouroverall population by 2025.

DWF Foundation

£1,000,000

Grants awarded during the last financial

year took the total funds awarded by the

DWF Foundation past the £1 million mark.

Financial highlights

Net revenue

£380.1m

Y23 £380.1m

Y22 £350.2m

Y21 £338.1m

Adjusted profit before tax

£43.3m

Y23 £43.3m

Y22 £41.4m

Y21 £34.2m

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 11

Our long-term profitable growth strategy

Through our long-term profitable growth

strategy, we pursue sustainable organic

and profitable growth, inorganic growth

through M&A and the establishment

of newservices, and margin expansion

through a focus on operational excellence

and cost management. Together, these

priorities enable us to fulfil our purpose

ofdeliveringpositive outcomes with clients,

colleagues and communities.

DWF Group plc | Annual Report and Accounts 202312

Organic growth

Inorganic growth Margin expansion

Objectives

We deliver organic growth through

thecontinual development of our client

offerings, especially in relation to our

Integrated Legal Management approach.

Weuse our client programmes to build

relationships and seek to extend them

intomore divisions and practice areas.

Wedevelop our services through partner

lateral hires and by extending our global

reach through association agreements.

Weprovide engaging and rewarding

careersandincentivise colleagues to

succeed in alignment with our strategy.

Objectives

Inorganic growth is pursued primarily as

aconsequence of our strategy to deliver

theright services for our clients in the

rightlocations. We pursue M&A with the

purpose of delivering positive outcomes

forour clients.

Objectives

We seek to improve the profitability of our

business through a focus on operational

excellence and cost management

Progress

• Group reported growth of more than 8%,

with like-for-like growth of 5%.

• 27 lateral hires

• New affiliation agreement in Hong Kong

with Hauzen Law

• Launch of our ESG & Sustainable Business

advisory practice

Progress

• Completion of our transaction with

Whitelaw Twining in Canada

• Subsequent entry into the Toronto

legalservices market with team hire,

including three partners

Progress

• A reduction in our cost-to-income ratio

from 38.4% to 37.2%

• Cost programme launched, with

anticipated savings of £15m

• Focus on pricing

• Property strategy

KPIs

• Revenue growth

• Net revenue growth

• Like-for-like net revenue growth

• Net revenue per partner

• Net promoter score

• Engagement survey score

KPIs

• Revenue growth

• Net revenue growth

• Net promoter score

KPIs

• Gross profit margin

• Cost to income ratio

• Reported profit before tax

• Adjusted profit before tax

Underpinned by our strong commitment to our sustainability strategy

You can read more in our Environmental, Social and Governance report.

Seepages26to 39 for more detail.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 13

Key performance indicators

Linked to Directors’ remuneration

Revenue growth

+8.6%

FY23 +8.6%

Y22 +3.8%

Y21 +1

2.4%

Definition:

The change in statutory revenue achieved

year-on-year

Gross profit margin

50.4%

Y23

50.4%

Y22 51.

FY21 50.8%

Definition:

Gross profit divided by net revenue

Net revenue growth

+8.5%

FY23 +8.5%

Y22 +3.6%

Y21 +13.7%

Definition:

The change in net revenue (revenue less

recoverable expenses) achieved year-on-year

Cost to income ratio

37.2%

Y23 37.2%

Y22 38.4%

Y21 39.2%

Definition:

See glossary to the financial statements

Diluted EPS

3.8p

Y23 3.8p

Y22 6.5p

Y21 (11.9)p

Like-for-like revenue growth

+4.9%

FY23 +4.9%

Y22 +7.0%

Y21 +8.0%

Definition:

Net revenue of any business unit that has

beenin the Group for at least 12 months,

always excluding the first 12 months of

anybusiness unit that was acquired

Profit/(loss) before tax

£17.2m

Y23 £17.2m

Y22 £22.3m

Y21 £(30.6)m

Adjusted profit before tax

£43.3m

Y23

£43.3m

Y22 £41.4m

FY21 £34.2m

Definition:

See glossary to the financial statements

Adjusted diluted EPS

10.2p

Y23 10.2p

Y22 10.7p

Y21 7.4p

Definition:

See glossary to the financial statements

DWF Group plc | Annual Report and Accounts 202314

Lock-up days

196

FY23 196

Y22 1

Y21 1

Definition:

See glossary to the financial statements

Free cash flow

£12.9m

Y23 £12.9m

Y22 £12.9m

Y21 £32.1m

Definition:

See glossary to the financial statements

Net revenue per partner

£1,001k

FY23 £1,001k

Y22 £975k

Y21 £924k

Definition:

Net revenue divided by the total number

ofpartners in the Group

Net promoter score

FY23 62

Y22 63

FY21 49

Definition:

The proportion of clients surveyed who rank

as‘promoters’ (scoring DWF a 9 or 10),

minusthe proportion of clients who rank

asa‘detractors’ (scoring DWF a 1-6)

Net debt

£101.7m

Y23 £101.7m

Y22 £71.8m

Y21 £60.2m

Definition:

See glossary to the financial statements

% Executive Board roles

held by women

36%

FY23 36%

Y22 36%

FY21 40%

Engagement survey score

FY23 76

Y22 76

FY21 76

Definition:

The aggregate score taken from

threekeyengagement questions

inourinternalPulse Survey

% senior leadership positions

held by women

32%

FY23 32%

Y22 29%

FY21 29%

Definition:

The proportion of roles in career

bands 1 to 3a held by women

% ethnic minority representation

insenior leadership positions

Y23 6%

Y22 4%

Y21 4%

Definition:

BAME representation declared

incareerbands1 to 3a

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 15

Financial review

Chris Stefani

Chief Financial Officer

A Challenging Environment

The Group has delivered profitable growth

in a particularly difficult environment for the

sector. The results include reported revenue

growth of 8.6% to £452m (PY £416m),

netrevenue growth of 8.5% to £380m

(PY£350m), a 4.7% increase in adjusted

profit before tax to £43.3m (PY £41.4m)

anda reported profit before tax reduction

of 23% to £17.2m (PY £22.3m).

In addition to top-line growth rates, the

Group is gradually seeing the stabilisation

and reversal of gross margin dilution from

salary inflation over the last 18 months.

Thegross margin gap to prior year at

FY23has reduced compared to HY23,

reflecting some improvements in pricing

combined with the cost programme

announced in December 2022. Overheads

and the cost-to-income ratio are trending

favourably with £11m of the previously

announced cost savings secured by the

endof FY23. These dynamics help to

underscore confidence in market

guidanceas management has taken action

to offsetsome of the adverse economic

circumstances not envisaged when

guidancewas last issued.

Working capital performance continues to

be an area of challenge in an environment

where clients are generally looking to

manage their own working capital cycle

byoften seeking longer billing or payment

cycles. The Group reported lock-up days

of190 at HY23 which reflected an 11 day

increase on FY22. As expected, this position

stabilised in H2 with the like-for-like lock-up

day performance for the full year at 193 days

(like-for-like excludes M&A). Net debt

performance follows lock-up days

withFY23net debt of £101.7m.

Revenue

Revenue for the year is £452m (FY2021/22

£416m) representing growth of 8.6%.

However, the Group focusses revenue

measurement on net revenue as revenue

isdistorted by the level of irrecoverable

expenses incurred on delivery of client

matters where such expenses do not

necessarily reflect the activity levels

oftheprojects or the business.

Net revenue for the Group is £380m

(FY2021/22 £350m) representing reported

growth of 8.5% and like-for-like growth

(excluding acquisitions of Acumension

andWhitelaw Twining) of 5%.

Divisional performance

Highlights of the performance by division

are set out below:

Legal Advisory (83% of Group Net

revenue/85% of Group Gross profit)

£m

FY2022/

FY2021/

Change

%/ppts

Revenue 385.3 355.1 +8.5%

Net revenue 316.6 292.0 +8.4%

Direct costs (154.0) (138.7) +11.0%

Gross profit 162.6 153.2 +6.1%

Gross margin

(%)/ppts 51.4% 52.5%

–1.1

ppts

Legal Advisory delivered net revenue growth

of 8% (LFL growth of 5%) despite facing

anumber of challenges throughout FY23,

including the impact of the Russia and

Ukraine conflict and significant political

uncertainty in the United Kingdom during

Q2 and Q3. High single digit percentage

growth in a number of our global teams

such as Dispute Resolution and Finance &

Restructuring, with double digit percentage

growth in Tax & Private Capital, has been

partly offset by transactional teams which

have been impacted by the broader

economic uncertainty and delays in the

regulatory pipeline. Insurance grew by

5%and is generally less affected by macro

factors due to its defensive nature. As the

first financial year following the easing of

Covid-19 restrictions, FY23 chargeable

activity was also adversely impacted by

increased absence as many colleagues took

their first substantial holidays since 2019.

Given these various top line headwinds,

feeearner, team and location performance

levels have been closely monitored to

identify potential strategic cost savings and

protect margins. Along with tight controls

over recruitment, these activities helped

mitigate the impact of cost pressures that

intensified from the FY23 sector ‘war on

talent’ and market demands including

costof living pay increases for non-qualified

grades upwards. Such actions needed to

bebalanced sensibly with the longer-term

needs of the division.

Recruitment has been enhanced where

thefuture pipeline warrants investment,

forexample in insurance and our new

sustainable business offering and global

arbitration teams. There has been a drive

tobuild presence in London and to recruit

high quality lateral hires into France and

other overseas locations, whilst supporting

wider growth in lower cost jurisdictions to

facilitate efficient best-shoring of work.

DWF Group plc | Annual Report and Accounts 202316

Consequently direct costs have increased

ahead of net revenue growth, resulting in a

degree of gross margin degradation. There

has also been an impact from lengthening

matter lifecycles which have led to slower

payments from clients, placing pressure on

working capital and increasing lock-up days.

This is consistent with trends reported

across the sector and a broad range of

measures have been introduced to mitigate

risks in this regard. This working capital

stretch is considered to be a timing issue

which will ultimately unwind.

The end of the year saw the launch of a

number of initiatives, such as the planned

introduction of pricing technology solutions

to help counteract ongoing inflationary

costpressures.

In addition, expansion into new locations

(including Saudi Arabia and Canada) will

support the drive for profitable future growth.

Connected Services (11% of Group Net

revenue/9% of Group Gross profit)

£m

FY2022/

FY2021/

Change

%/ppts

Revenue 41.5 34.2 +21.5%

Net revenue 40.7 33.9 +20.1%

Direct costs (22.7) (18.8) +20.8%

Gross profit 17.9 15.0 +19.1%

Gross margin

(%)/ppts 44.0% 44.4%

–0.4

ppts

Connected Services delivered net revenue

growth of 20% compared to FY22 (LFL

growth of 14%). This growth was supported

by the acquisition of Acumension in

September, a team of 47 legal costs

management specialists in the UK, which

has expanded DWF’s costs management

capability and enhanced the service for

clients in the insurance and public sectors.

Whilst net revenue has grown by £6.8m,

gross profit did not increase by the same

proportion, resulting in gross margin decline

for the division. This was due to cost

pressures driven primarily by cost of living

linked pay increases across a number of

territories, particularly the UK, US and

Canada. This margin dilution began to

easein Q4 as a result of cost measures

andpricing interventions and is

expectedtoimprove along with the

restof the Groupover time, particularly

asefficienciesare secured through

thenewdivisional structure.

The Claims Management and Adjusting

business has grown by 12%. This was driven

by both the US and Canadian geographies

where the strength of the North American

insurance market led to new client wins,

teams in Chicago and Vancouver were

expanded and as the business benefitted

from the pound weakening against the

dollar. The United Kingdom and Ireland

business remained flat as new business

replaced Covid-19 Business Interruption

claims work. Combining the Claims

Management and Adjusting business

withInsurance Legal Services in FY24

willpromote greater client sharing

andcollaboration.

The Regulatory business, which largely

aligns to the new Commercial Services

Division, has grown by 23% and saw an

improving gross margin. With the exception

of Audit, which underwent a restructure

during the year, all businesses showed

double-digit net revenue growth, reflecting

a strong pipeline of work due to our clients

increasing demand for regulatory advice.

The wider Group restructure produces

synergies with what was the Legal Advisory

division and presents the opportunity to

reduce cost within the division. The full

impact of the cost efficiency programme

began to show through in the final quarter

and, with the majority of the identified

savings being support roles, should

havelimited impact on revenue.

Mindcrest (6% of Group Net revenue/

6% of Group Gross profit)

£m

FY2022/

FY2021/

Change

%/ppts

Revenue 24.8 26.8 –7.4%

Net revenue 22.9 24.4 –6.3%

Direct costs (11.7) (11.8) –0.7%

Gross profit 11.2 12.7 –11.4%

Gross margin

(%)/ppts 49.0% 51.8%

–2.8

ppts

Mindcrest had a transitionary year as

structural changes were implemented,

including a change in leadership and the

recruitment of new sales resource. The

focus for H2 has been on building pipeline

and embedding the new dual go-to-market

strategy, focussing both on sales to the top

450 Group clients as well as internal work

transfer to secure Group margin benefit.

Aswith other divisions, the cost efficiency

programme has driven some cost removal

but has also facilitated investment into sales

resource in the US (the largest alternative

legal services provider market globally).

Divisional net revenue contracted by 6% in

the year, owing to the conclusion of one of

the division’s flagship engagements which

began winding down in H2 of FY22. Despite

net revenue having contracted year-on-year,

H2 of FY23 saw top line growth of 9% as

compared to H2 of FY22 as the division

starts to generate momentum. Certain

services within the division have enjoyed

particular success, reflecting improved

demand from financial services clients.

Thisincludes eDiscovery services, which

grew revenue by 15%, and lender/recovery

services, which grew by 10%.

In addition to the restructuring and

refocussing activities, the division saw

similar inflationary cost of living pressure

across all geographies (more so in United

Kingdom following announcement of

LivingWage increases). The margin

pressures began to ease in Q4 due

tocostsavings and the positive

pipelinedevelopment.

Direct costs

Direct costs, which reflect the salary costs

offee-earning partners and staff, have

increased by £19m, or 11%, to £188m. The

acquisitions of Acumension and Whitelaw

Twining accounted for £6.5m of year-on-year

increases, and in addition salary increases

and recruitment of new partners and

fee-earners accounted for the remaining

£12.5m (7%) increase. A combination of

broader inflationary pressures and the

welldocumented legal sector battle for

talent have driven the salary uplifts.

Gross profit

Gross profit of £192m reflects the impact

oforganic and inorganic revenue growth

and the salary increases from recruitment

and salary uplifts, with gross profit

increasing by £11m or 6% on FY2021/22.

Thisreflects a gross margin % of net

revenue of 50.4% (FY2021/22 51.7%).

Thisreduction reflects the investment made

in additional fee earning resources and the

impact of salary increases driven by sector

and broader inflationary pressures. Pricing

andproductivity are areas of focus which

are expected to help mitigate the gross

margindilution.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 17

“ Certain services within the division

have enjoyed particular success,

reflecting improved demand

from financial services clients.”

Financial review continued

Administrative expenses

Administrative expenses (including

impairment) have increased to £168m

(FY2021/22 £153m) which is a £14m or

9%increase. However, on an underlying

basis excluding adjusting items,

administrative expenses for FY2022/23

are£141m (FY2021/22 £134m), an increase

of £7m or 5%. Approximately two thirds

ofthe year-on-year increase is attributable

to the additional overheads from the

acquisitions of Acumension and Whitelaw

Twining. Thebalance predominantly

represents increases in support staff

salaries, travel, business development

andITcosts.

The restriction of underlying overhead

growth to 5% has delivered a cost-to-income

ratio of 37.2% (FY2021/22 38.4%).

During the year, the Group announced a

cost efficiency programme with the aim

ofreducing both direct and indirect costs

tohelp offset other inflationary pressures.

Theoutturn on administrative expenses and

the resulting reduction in cost-to-income

ratio is partly attributable to the savings

delivered by this cost programme, which

began to reflect in the numbers in the

finalquarter of the year. In May, the Group

announced an increase in the cost savings

target from £10-£12m to £15m in recognition

of the continuing (and in the case of interest

rates, increasing) pressure on the Group’s

‘Adjusted Profit Before Tax’ guidance.

Costcontrol will continue to be an

areaoffocus with savings in property

(viaestatereduction), project spend and

other discretionary overheads helping to

mitigate ongoing salary inflation and

interestincreases.

Adjusting items (the difference between

reported and underlying administrative

expenses) were £26m (FY2021/22 £19m).

The increase is due to additional share

based payment charges, accelerated

depreciation for vacant property,

acquisitionfees and restructuring costs.

The table below provides more details

withfull analysis contained in note 2 to the

financial statements:

FY2022/

£m

FY2021/

£m

Office closures and

scale-backs 10.0 (0.2)

Acquisition-related

expenses 6.5 9.6

Gain on bargain purchase (4.5) –

Other share-based

payment expenses 10.8 9.6

Restructuring costs 3.3 –

Refinancing costs – 0.1

Adjusting items 26.2 19.1

Adjusting items in FY2022/23 can be

summarised as:

1. Historical office closures, impairments

and scalebacks where some final costs

were charged to the income statement

inthe year in relation to Germany and

thePune lease for the unused 8th floor

was impaired;

2. Acquisition related expenses principally

relating to amortisation and impairment

of intangibles recognised on acquisition,

acquisition related remuneration for

Acumension and Whitelaw Twining

andacquisition related advisory fees;

3. Share based payment expenses reflecting

grants from the Employee Benefit Trust

which is a pre-funded trust established

onIPO; and,

4. Non-recurring costs relating to the

execution of the cost reduction programme.

Net finance expense and interest

payableon leases

Net finance expenses relating to bank

charges and borrowings were £5.3m

(FY2021/22 £3.7m). Interest on bank

borrowings increased as a result of a

combination of higher interest rates and

anincrease in the level of net debt due to

acquisition outflows and higher lock-up.

Interest payable on leases of £1.7m

(FY2021/22 £1.7m) reflects the notional

interest cost relating to lease borrowings.

Profit before tax

The Group reported a profit before tax

of£17.2m (FY2021/22 £22.3m) which

represents a £5m or 23% reduction on the

prior year. The reduction is primarily driven

by the £7m increase in adjusting items

asdetailed above in the administrative

expenses section.

Adjusted PBT is £43.3m (FY2021/22 £41.4m)

which represents a 4.7% increase on the

prior year. The key factors driving the slightly

lower “drop-through” from revenue growth

are the gross margin dilution due to direct

cost increases and significant interest

increases from both base rate rises and

sector lock-up stretch driving higher net

debt. These factors are partially, but not

wholly, offset by the initial impacts from the

cost programme which means the adjusted

PBT margin of 11.4% represents a 0.4ppts

reduction on prior year (FY2021/22 11.8%).

Tax

The reported tax charge for the year,

excluding prior year adjustments, is £5.7m

(FY2021/22 £6.1m) on a profit before tax of

£17.2m (FY2021/22 £22.3m). This represents

an effective rate of tax of 32.9%. The

effective tax rate was higher than the

UKstatutory tax rate primarily due to

current year tax losses that have not

beenrecognised as deferred tax assets

(increasing the tax charge by £2.5m) and the

tax effect of non-deductible expenses

(increasing the tax charge by £1.7m) offset

by the utilisation of unrecognised losses

brought forward (reducing the tax charge

by£2.1m).

The Group also booked prior year

adjustments of a net credit of £1.0m. Those

adjustments principally arise as a result of

(a) finalisation of prior period partnership

tax returns and partner drawings impacting

the profits subject to UK corporation tax

(£0.5m), and (b) revaluations of the

Group’sdeferred tax assets relating to

taxdepreciation timing differences and

expected tax deductions for share based

payments as at 30 April 2022 (£0.5m).

This gives a net tax charge of £4.7m

fortheyear (FY2021/22 £2.0m).

There are no open tax audits or

investigations across the Group. In line with

Group tax strategy, it is not considered that

any aggressive or materially uncertain tax

positions have been adopted by any of the

Group entities. As such, the level of tax risk

faced by the Group is considered to be low.

DWF Group plc | Annual Report and Accounts 202318

EPS

Diluted EPS has decreased to 3.8p in

FY2022/23 compared to 6.5p in FY2021/22.

The reduction is due to three factors:

anincrease in one-off (adjusting items)

compared to the prior year, reducing the

reported profit; an increase in tax charge

compared to prior year, which benefitted

from deductions from historical closures

and scalebacks; and an increase in the share

count from the acquisition of Whitelaw

Twining during the second half of the year.

Adjusted diluted EPS has decreased to 10.2p

(FY2021/22 10.7p), a reduction of 0.5p or 5%.

This reduction is due to the aforementioned

one-off benefit in the prior year tax charge

which enhanced the prior year EPS by an

estimated 0.9p.

Dividend

The Group’s capital allocation policy is to

prioritise having sufficient capital to fund

ongoing operating requirements and

strategic investment in the Group’s

longterm growth. Under normal

circumstances, the Board targets a pay-out

ratio of upto70% of adjusted profit after

tax. ForFY2022/23, however, no final

dividend has yet been declared given the

proposed acquisition of DWF Group by

Inflexion (whichwill include a special

dividend payment of 3 pence per share if

the Offerbecomes effective) and unanimous

recommendation that DWF Shareholders

vote in favour of the deal. If the Offer does

not become effective, the Board will need

toconsider the appropriate level of

dividend, if any, for H2.

Working capital, cash flow and net debt

The Group measures working capital

efficiency using “lock-up days”. Lock-up

daysare comprised of two elements:

Work-in-progress (“WIP days”), representing

the amount of time between performing

work and invoicing clients; and Debtor days,

representing the length of time between

invoicing and cash collection.

During the year, the Group saw a stretch

inlock-up days to 190 days at the half year,

after achieving consistent reductions over

the previous four reporting periods. This

lock-up increase was in line with reported

lock-up stretch in the legal sector as client

demands have driven either extended billing

cycles or longer payment terms. Whilst the

lock-up increase for the Group, at 5% at half

year, outperformed the sector-wide increase

of 10% it nevertheless has driven a higher

overall lock-up balance and resultant net

debt outcome. The stated intention at the

half-year was to stabilise the position and

this was broadly achieved with year-end

lock-up of 196 days (193 on a like-for-like

basis excluding Whitelaw Twining

acquisition). In an inflationary environment

with rising interest rates the upward

pressure on billing and collection terms is

potentially an ongoing risk. Whilst the Group

will continue to mitigate this by improving

the efficiency of internal influencing factors,

the external environment is not expected

toenable significant near-term reductions

inlock-up.

The Group expects to continue to operate

well within its available facilities and for

allcovenants to be compliant for the

remaining tenure of the RCF.

Capital expenditure

The main capital expenditure requirements

of the Group are for IT infrastructure,

replenishment and project work and office

refurbishments. Overall capex (excluding

right-of-use asset additions under IFRS 16,

and intangible assets recognised from

acquisitions) in FY2022/23 was £6.3m

compared to £7.9m in FY2021/22.

Current trading and future outlook

The performance in FY2022/23 reflects

another year of profitable growth, albeit

delivering an Adjusted PBT figure at the

lower end of expectations. Whilst profits

increased year-on-year, gross and net

margins were diluted primarily as a result

ofdirect cost pressures from increased

salaries demanded across the sector. The

Group has taken actions to mitigate these

cost challenges via the cost programme

which has made good progress and is

expected to help to mitigate the ongoing

upward cost pressures.

The balance sheet, specifically lock-up,

hasproved to be a continuing challenge

withthe lock-up stretch seen in H1

sustaining through H2 and into the new

year. This increase in lock-up days has led

toincreases in net debt and leverage and

reflects sector-wide pressures on billing

frequencies and payment terms. Working

capital efficiency remains a key focus of the

Group in order to maximise cash generation

to manage borrowing costs. Inevitably,

thereare conflicting pressures between

lock-up management, borrowing costs,

leverage, investments in M&A and dividend

requirements which are being carefully

managed and considered by management

and the Board.

The Group continues to see growth

andprofit opportunities but the various

performance levers will require cautious

management in what continues to be

achallenging environment.

Chris Stefani

Chief Financial Officer

24 August 2023

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 19

Section 172(1) statement

Section 172(1) (a)–(f) of the Companies Act

2006 (‘section 172(1)’) requires a director

of a company to act in the way he or she

considers, in good faith, would most likely

promote the success of the company for

thebenefit of its members as a whole.

The Directors have had regard to the

matters set out in section 172(1) when

performing their duties. They consider

theyhave acted in good faith, in the way

thatwould be most likely to promote the

success of the Company for the benefit

ofitsmembers as a whole, while also

considering the broad range of

stakeholderswho interact with

andareaffected by our business.

The chart below demonstrates the Board

process in considering section 172(1)

initsdecision making.

Details of how the Directors have had regard

to section 172(1) in carrying out their duties

in making two key decisions during the year

are set out on the next page. See pages 22

to 25 for more information on how we

engage with our stakeholders and page 55

of the Corporate Governance report on how

the Board’s discussions and decisions have

been informed by different stakeholder

considerations.

Stakeholder engagement pages 22 to 25

Culture pages 04, 05, 48 and 56

Values page 02

Leadership and management

receive training on Directors’

duties to ensure awareness

oftheBoard’s responsibilities

Board information

Board papers include information

considering section 172(1) matters

Section 172(1) matters considered in the

Board’s discussions on strategy, including

how they underpin long-term value creation

and the implications for business resilience

The Chair ensures decision

makingissufficiently informed

bysection172(1)matters

Outcomes of decisions assessed and

furtherengagement and dialogue

withstakeholders

Our Board continually engages with

stakeholders. Read more on pages 50 to51

The Group’s culture helps ensure that

thereis proper consideration of the

potential impacts of decisions

The Board performs due diligence in

relationto the quality of the information

presented and receives assurance

whereappropriate

Actions taken as a result

ofBoardengagement

Board strategic discussion

Board decision

Board process in considering section 172(1) in its decision making

DWF Group plc | Annual Report and Accounts 202320

Divisional restructure Acquisition of Whitelaw Twining

(a) (b) (c) (d) (e) (f)

Key decisions

The Board considered the current internal structure and

recognised the need to change the structure of the divisions so

that complementary ranges of products and services integrated

together and, as such, could operate more effectively for clients.

This resulted in a change in divisional stucture to Commercial

Services, Insurance Services and Legal Operations. These

changes to the Group’s internal structure are a natural evolution

of those made at the start of FY2021/22, and will allow DWF

togofurther in how it delivers its integrated offering to clients.

The Board considered the feedback from all stakeholders and

approved the divisional restructure, noting the increased

opportunities for collaboration and the benefits to clients.

How we engaged

• Held virtual Town Halls to ensure colleagues understood

thechanges and had the opportunity to ask questions.

• Proactive communications were sent to the clients most

impacted by the changes.

• Engaged with the media to ensure the wider community

wereaware.

• An update was made to the market by way of RNS.

Outcome of engagement

• Changes were made to the proposed divisional structure

tobetter suit client needs.

• Ensured clients and colleagues were fully briefed on all

changes so they understand how the divisional changes

willimpact them.

(a) (b) (c) (d) (e) (f)

Key decisions

The Board considered the next step in the Group’s North

American strategy and the positive impact that the acquisition

ofWhitelaw Twining, a full-service litigation law firm specialising

ininsurance, commercial litigation, personal injury and dispute

resolution, would have on facilitating the Group’s integrated legal

and business services offering in Canada and how well this would

align with the Group’s existing Mindcrest and claims operations

in Chicago.

The Board considered the risks and impact of the acquisition to

the Group’s key stakeholder groups, particularlyour colleagues

and our clients.

How we engaged

• Sought input from a select group of colleagues to assess the

impact any proposed acquisition would have on our clients,

ourrisk profile and our culture.

• Announcements were made on Rubix, the Company’s intranet.

• Updates were released to the market via RNS both at the time

of agreement to acquire Whitelaw Twining and also following

completion of the acquisition.

Outcome of engagement

• Successful acquisition of Whitelaw Twining, complementing

theGroup’s existing offering to clients in North America.

Key to decision making

(a)

Likely consequences of decisions in the long term

(b)

The interests of the Company’s workforce

(c)

The need to foster relationships with suppliers, customers and others

(d)

Impact of operations on the community and environment

(e)

High standards of business conduct

(f)

The need to act fairly between members of the Company

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 21

Engaging with our stakeholders

Stakeholder group Why we engage How we engage

Our colleagues

(employees andpartners)

Our colleagues are the heart and soul

ofour business and the key to its success.

It is important to properly incorporate our

colleague’s views in Board decision making.

We understand that it is vital that we

recruit, retain and develop the best

people. By doing this we will be able

toimplement our strategy and fulfil

ourpurpose.

• Virtual Global Town Halls hosted by

theGroup Chief Executive Officer

andsupported by Non-Executive

Directors or Executive Board members,

as appropriate

• Email digests and recorded video

briefings sent three times a week

toallcolleagues

• Global Pulse Surveys

• Partner representation on the Board

through our Partner Directors and

Board appointed Designated Non-

Executive Director for the workforce

• Rubix, our Company intranet, provides

arange of useful information for

ourcolleagues and updates on the

performance of the Company and

otherbusiness matters

• Informal colleague engagements

withNon-Executive Directors

• Rubies and Achievers colleague

recognition platforms

Clients

The Group would not exist without

itsClients. Clients are fundamental to

everything we do, and so it is important

weunderstand how we need to evolve

toprovide them with theright support.

• Key Account Programme with a

dedicated Executive Board sponsor

• Client Census to discover satisfaction

metrics and key themes of feedback

• Client Relationship Partners

Suppliers

Effective and trusted relationships are

keyto our service offering. We engage to

ensure suppliers are providing value for

money, performing to our standards and

conducting business to our expectations

for a mutually beneficial relationship.

• Through a fair and consistent

evaluationprocess

• Use of competitive Request for Proposal

(‘RFP’) processes where appropriate

• Regular review meetings with

keysuppliers

• Ongoing feedback to maintain

opennessand to improve value

fromsupplier relationships

DWF Group plc | Annual Report and Accounts 202322

Stakeholder group Why we engage How we engage

Our colleagues

(employees andpartners)

Our colleagues are the heart and soul

ofour business and the key to its success.

It is important to properly incorporate our

colleague’s views in Board decision making.

We understand that it is vital that we

recruit, retain and develop the best

people. By doing this we will be able

toimplement our strategy and fulfil

ourpurpose.

• Virtual Global Town Halls hosted by

theGroup Chief Executive Officer

andsupported by Non-Executive

Directors or Executive Board members,

as appropriate

• Email digests and recorded video

briefings sent three times a week

toallcolleagues

• Global Pulse Surveys

• Partner representation on the Board

through our Partner Directors and

Board appointed Designated Non-

Executive Director for the workforce

• Rubix, our Company intranet, provides

arange of useful information for

ourcolleagues and updates on the

performance of the Company and

otherbusiness matters

• Informal colleague engagements

withNon-Executive Directors

• Rubies and Achievers colleague

recognition platforms

Clients

The Group would not exist without

itsClients. Clients are fundamental to

everything we do, and so it is important

weunderstand how we need to evolve

toprovide them with theright support.

• Key Account Programme with a

dedicated Executive Board sponsor

• Client Census to discover satisfaction

metrics and key themes of feedback

• Client Relationship Partners

Suppliers

Effective and trusted relationships are

keyto our service offering. We engage to

ensure suppliers are providing value for

money, performing to our standards and

conducting business to our expectations

for a mutually beneficial relationship.

• Through a fair and consistent

evaluationprocess

• Use of competitive Request for Proposal

(‘RFP’) processes where appropriate

• Regular review meetings with

keysuppliers

• Ongoing feedback to maintain

opennessand to improve value

fromsupplier relationships

Key interests Outcome of engagement Risks and opportunities to DWF

• Strategy, business plan and budget

• Recognition and fair reward

• Open communication

• Diversity & Inclusion

• Ways of working, including our

response to macroeconomic factors

• Opportunities for professional

andpersonal development

• ESG & sustainability

• Increased provision and support

forflexible working

• Improved guidance on managing

mentalhealth and wellbeing

• Pulse Forum to consider the results

ofthe Pulse Survey and provide

recommendations to further improve

our people proposition, comprising

representatives from across our

locations, offices and career levels

• Developing our premises strategy

following responses to the global

colleague survey, with improvements

made to office locations and facilities

Risks:

• Increased employment and training costs

• Short-term increased property

expenditure

• Impact on profit and Shareholder returns

Opportunities:

• Strengthened position to attract and

retain talent

• Better colleague engagement and

understanding of the Group’s culture

and values

• Highly skilled colleagues to better

support clients and build strong

long-term relationships

• High-quality service delivery

• Legal and business services to be

delivered in an easier and more

efficient way

• Development of new services and

areasof expertise

• Expansion of our offering globally

• Where global law firms typically score

between 25 and 40, the Group received

an above industry average client

NetPromoter Score of 62

• Out of 512 clients surveyed, 84.5% of

ourclients rated us a 6 or 7 on a scale

of1–7 for client satisfaction

• A strong record of retaining existing

clients and winning new business such

as the Crown Commercial Service (‘CCS’)

Legal Services Panel

Risks:

• Increased business costs

• Loss of clients/increased client turnover

• Reduction in reputation

• Inability to support clients’ needs

Opportunities:

• Ability to attract and retain and build

strong, long term relationships with

quality clients

• Better ongoing client engagement

• Positive impact on long-term

Shareholder value

• Increase in profitability

• RFP process

• Due diligence requirements

• Good governance expectations

• Payment processes and terms

• Strong supplier relationships

• Development and continuous

improvement of processes to improve

overall consistency such as a

standardised RFP, a supplier

categorisation and assurance

framework, and a Supplier Code

ofConduct and Ethical Sourcing

Questionnaire

Risks:

• Increased business costs

• Supply chain instability

Opportunities:

• Improved ability to work with

qualitysuppliers

• Positive impact on ESG

• Positive impact on long-term

Shareholder value

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 23

Engaging with our stakeholders continued

Stakeholder group Why we engage How we engage

Debt providers Access to working capital is the lifeblood

ofany business, especially in the current

environment as companies need to

ensurethey have sufficient liquidity to

navigate the challenges presented by

themacroeconomic environment. It is

essential we have strong relationships

withour banking providers and that

theyare clear about our strategy.

• Representatives from each bank

attendour full-year and half-year

resultspresentations

• Management have regular

discussionswith our banks

aboutourstrategic priorities

Shareholders

Our Shareholders play an important

roleinmonitoring and safeguarding

thegovernance of our Group. Some are

alsocolleagues and partners, who have

acritical role to play in the continued

success of our business.

We are also conscious of our need

toactfairly between the members

oftheCompany.

• Financial reporting and trading updates

via RNS

• A series of events throughout the

financial year, including our AGM,

andpresentations of our half-year

andfull-year results

• Management attend relevant

conferences and meet with investors

and potential investors throughout

theyear

Our communities

We believe that we can build thriving

communities in which we live and work,

create a skilled and inclusive workforce

today and for the future, and innovate

torepair and sustain our planet.

• Volunteering in local communities

• Charitable giving by the DWF Foundation

• 5 STAR Futures, our community

education programme, workshops

andawards evening

• Pro bono work

• Working in collaboration with

responsible business groups including

BITC and Legal Charter 1.5 as well as

theUN Global Compact

Our regulators

We engage with our regulators in each

jurisdiction in which we operate, including

the Solicitors Regulation Authority (‘SRA’)

inEngland, which is our largest market,

tomaintain and build the constructive

andtrusted relationships vital to any

regulated entity.

• Regular meetings with our regulators

• Quarterly meetings with our SRA

Regulatory Manager

• Annual reporting to the SRA on

strategy,risk management and

regulatory compliance

• Attendance at SRA-led

ComplianceForum

Policymakers

We work with national and local

Governments, policymakers, regulators

and trade bodies to help shape policy

forthe benefit of the Company,

ourcolleagues, our clients and

ourcommunities.

• Participation in consultations

• Attendance and participation

atconferences and business

networkevents

• Membership of relevant industry bodies

• Creation of thought leadership

DWF Group plc | Annual Report and Accounts 202324

Stakeholder group Why we engage How we engage

Debt providers Access to working capital is the lifeblood

ofany business, especially in the current

environment as companies need to

ensurethey have sufficient liquidity to

navigate the challenges presented by

themacroeconomic environment. It is

essential we have strong relationships

withour banking providers and that

theyare clear about our strategy.

• Representatives from each bank

attendour full-year and half-year

resultspresentations

• Management have regular

discussionswith our banks

aboutourstrategic priorities

Shareholders

Our Shareholders play an important

roleinmonitoring and safeguarding

thegovernance of our Group. Some are

alsocolleagues and partners, who have

acritical role to play in the continued

success of our business.

We are also conscious of our need

toactfairly between the members

oftheCompany.

• Financial reporting and trading updates

via RNS

• A series of events throughout the

financial year, including our AGM,

andpresentations of our half-year

andfull-year results

• Management attend relevant

conferences and meet with investors

and potential investors throughout

theyear

Our communities

We believe that we can build thriving

communities in which we live and work,

create a skilled and inclusive workforce

today and for the future, and innovate

torepair and sustain our planet.

• Volunteering in local communities

• Charitable giving by the DWF Foundation

• 5 STAR Futures, our community

education programme, workshops

andawards evening

• Pro bono work

• Working in collaboration with

responsible business groups including

BITC and Legal Charter 1.5 as well as

theUN Global Compact

Our regulators

We engage with our regulators in each

jurisdiction in which we operate, including

the Solicitors Regulation Authority (‘SRA’)

inEngland, which is our largest market,

tomaintain and build the constructive

andtrusted relationships vital to any

regulated entity.

• Regular meetings with our regulators

• Quarterly meetings with our SRA

Regulatory Manager

• Annual reporting to the SRA on

strategy,risk management and

regulatory compliance

• Attendance at SRA-led

ComplianceForum

Policymakers

We work with national and local

Governments, policymakers, regulators

and trade bodies to help shape policy

forthe benefit of the Company,

ourcolleagues, our clients and

ourcommunities.

• Participation in consultations

• Attendance and participation

atconferences and business

networkevents

• Membership of relevant industry bodies

• Creation of thought leadership

Key interests Outcome of engagement Risks and opportunities to DWF

• Initiatives to improve lock-up days

• Capital allocation strategy

• Risk appetite and approach to leverage

and the provision of ancillary products

over and above the revolving credit

facility to support the Group’s

growthambitions

• Strong and supportive relationships Risks:

• Increased costs of capital

• Inability to access capital to fund

growthplans

Opportunities:

• Impact on long-term Shareholder value

• DWF’s strategy for growth and any

associated risks and opportunities

• Financial and operating performance

ofthe business

• Long-term sustainable and profitable

growth of the Company

• Progress in reducing debtor and

WIPdays and reducing net debt

• ESGmetrics

• Our response to macroeconomic

factors, such as the war in Ukraine,

thecost of living and inflation

• Transparency and good governance

• Trading updates to the market

• Engagement with larger Shareholders

and potential investors

Risks:

• Increased business costs

• Failure to progress against targets

inability to demonstrate adherence

tocommitments

Opportunities:

• Improved understanding of Shareholder

aims and expectations

• Alignment of strategy with Shareholder

expectations

• Greater opportunities to keep

Shareholders updated on the Group’s

plans to generate long-term

Shareholdervalue

• Environmental and social issues

including climate change

• Developing skills in young people

tobecome more work ready

• Business ethics

• Employment

• Wider community support programmes

• DWF Foundation donated £151,032

through 99 grants investing in

education, employability, health and

wellbeing, foodbanks, homelessness

and environment.

• 8,671 hours volunteered by

ourcolleagues

• 1,627 hours of pro bono support

• 1,493 hours invested in education

andemployability activities

Risks:

• Increased business costs

• failure to demonstrate action and

progress on ESG targets

Opportunities:

• Achievement of ESG Strategy and

goalsEnrichment of colleagues and

decreased attrition and sustainability

• Giving back to the community

• Increase in long-term Shareholder value

• Attraction of talent

• Professional standards and compliance

• Training programme

• Innovation and data-driven disruption

• Constructive relationships and an

opendialogue on any ongoing issues,

including those raised by SRA audits

• Regular regulatory updates provided

tothe Board

• Regular engagement with the SRA which

has included a thematic review around

AML processes and specific engagement

around the solicitors Accounts Rules

andtypes of work including residential

plot sales

Risks:

• Increased business costs

• Decrease in reputation

• Decrease in ability to attract and

retainclients

Opportunities:

• Better corporate governance

• Ensuring compliance with the rules

andregulations to which we are subject

• Enhanced understanding ofregulatory

requirements

• Regulatory change in the sector

• Innovation in the provision

oflegalservices

• Opportunity to shape policy

development

• Positive client relationships

withgovernmental bodies

Risks:

• Increased costs

• Unprepared for policy and

legislativechanges

Opportunities:

• Opportunity to drive improvements

• Increasing our skills and

sectorknowledge

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 25

Environmental, Social and Governance report

Jonathan Bloomer

Chair

It has been another year of exceptional

challenge for our climate and environment

with 28countries experiencing their

warmest year on record, in addition to

flooding and cyclones across the globe.

Russia continues its invasion of Ukraine,

wehave seen the energy and cost of

livingcrisis, and culture within companies

hasbarely been out of thepress this year.

As a Group, we have made considerable

progress against the four core pillars

ofourstrategy;

• climate action

• Diversity & Inclusion

• empowering our colleagues

andourcommunities

• supporting and connecting

withourclients

All of this is underpinned by acting

withintegrity in everything that we

doandbuilding trust and transparency.

Iamtherefore pleased to provide you

withan update on our ESG & Sustainability

performance over thelast 12 months, which

marks the first fullyear of our strategy

andaligns to our ambition for the Group

andcontribution tothe UN Sustainable

Development Goals (‘SDGs’) to 2030.

There are plenty of positive messages

toshare with you throughout this report.

However, I would like to share my personal

highlight within each of our core pillars

forFY2022/23:

1.

Climate action: Through our

continued engagement with our

landlords, we have moved two of our offices

to 100% renewable electricity, therefore

supporting the reduction in our Scope 1

and2 greenhouse gas (‘GHG’) emissions

which further supports our targets to

reduce our emissions, by 50% by 2030.

2.

Diversity & Inclusion: We now have

aworkforce where ethnic minority

representation has increased to meet our

2025 target of 13%. Our focus will be to

retain this percentage but more importantly

increase it across all levels ofthe business.

3.

Empowering our colleagues and

our communities: This year the

DWFFoundation celebrated a milestone

achievement of distributing over £1m

ingrants to charitable causes.

4.

Supporting and connecting with

our clients: We have made significant

investment to meet the adapting needs

ofour clients by developing a brand new

consulting-led Sustainable Business &

ESGAdvisory Practice complimenting

existing practices in regulatory,

environmentand responsible

employmentbusiness capabilities.

The role that business and law play in

addressing Environmental, Social and

Governance issues is fundamental todriving

change and that is why ESG & Sustainability

is fundamental to our business model and

long‑term strategy.

Additionally, we have continued to evolve

our governance and risk framework around

ESG & Sustainability to make it core to how

we do business but also who we do business

with. Our stakeholders can be reassured

that the additional structures we have

putinplace are robust and we remain

sustainable and responsible. Further details

of these structures and achievements

willbehighlighted throughout this

reportwithsupplementary commentary

inourImpact Report.

Board oversight of our ESG & Sustainability

strategy remainsthe same and is supported

by ourESG Leadership Group, ESG &

Sustainability Operations Board and

Risk&Sanctions Committees.

As an Executive Board member, the Group

Head of ESG & Sustainability Kirsty Rogers

continues to report quarterly at meetings

and bi-annually to the PLC Board, on

progress against the strategy. Our Chief

Strategy & Growth Officer remains as PLC

sponsor and meets with our Group Head

ofESG at least once a month.

We have seen a greater level of engagement,

with 62% of all colleagues globally setting

atleast one ESG & Sustainability objective

atthe start of thefinancial year. As part of

our continued engagement, we have provided

more advanced training on the ESG &

Sustainability agenda for different levels

across the business. Again, further details

will be provided throughout this report.

As always, we commit to respecting human

rights and upholding the UN Universal

Declaration of Human Rights and the

UNGuiding Principles on Business and

Human Rights in our business and supply

chain, and we will be implementing further

training for our colleagues on these topics

inFY2023/24.

Furthermore, we have no tolerance of bribery

and corruption within our business, operations

and supply chain and there havebeen no

reports of such activity withinFY2022/23.

Whilst we have made progress, we are aware

that there is still a considerable amount of

work to do and we will not be complacent.

To ensure we continue to remain on track

and are addressing the issues of most

importance to all our stakeholders, we have

committed to a second materiality assessment

to ensure our strategy remains fit for

purpose. The results of this assessment

andany changes to our priorities will be

implemented from January 2024.

The following report will detail our progress,

future priorities and data analysis against

each of our core pillars. Where applicable,

prior year comparators can be found in

our2022 ESG Impact Report.

Jonathan Bloomer

Chair

DWF Group plc | Annual Report and Accounts 202326

Our targets

• Reduce Scope 1, Scope 2 and Scope 3 emissions

by50%by2030.

Our progress

100%

renewable electricity in Pune and Edinburgh offices

20%

reduction in Scope 1 CO

emissions compared with FY2021/22

41%

reduction in Scope 2 CO

emissions compared with FY2021/22

CDP – C rating

Improvement from a D in FY2021/22 and bringing DWF in line with

sector average

additional colleagues attended training to become certified as

carbon literate

80%

of our global leadership team attended a programme delivered by

academics from the Alliance Manchester Business School on the

‘Road to Net Zero’ and the potential impacts of climate change

Our priorities

• Continuing to develop our operational carbon reduction

planthat will focus on the areas of our operating model that

contribute the most to our carbon footprint, being: our offices

and associated resource use; business travel and commuting;

and the purchase of third party goods and services.

• Our near-term targets form a crucial foundation for our

NetZero ambitions, and we now focusing on developing

anambitious long-term net zero target.

• Invest further in technological solutions toenable accuracy

andcompleteness ofdata and analytics.

• Re-certification of ISO 14001:2015 in February 2024 to ensure

that we manage our environmental impacts efficiently, comply

with relevant environmental legislation and regulations,

andminimise our environmental impacts wherever possible.

• Complying with ESOS Phase 3 deadline before December 2023.

• Develop additional environmental climate action training for

allourcolleagues.

Actions we need to take

• To support our carbon reduction plans, we need to ensure that

financial accountability is fully embedded within our policies,

which willalso enable ustoset carbon reduction targets

atdivisional and team levels.

• A key focus in FY23 was to identify opportunities for carbon

offsets to compensate for the emissions we still make whilst

weembed our strategies to reduce them. We have engaged

with a number of partners to progress this work, and we

havefocused on refining our Scope 3 datasets to ensure

thatwe have clear visibility of the level of offset required

beforefinalising our credit procurement strategy.

Climate action

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 27

Environmental, Social and Governance report continued

GHG emissions by financial year:

Reporting years 2022 & 2023

Restated

totals

FY2021/22*

Restated

International

totals

FY2021/22

Restated

Total

FY2021/22*

totals

2022/23

International

totals

2022/23

Total

2022/23

Year-on-year

difference

Increase/

Decrease

Energy consumption The following data reflects total energy consumed

Gas and fuel kWh 1,248,614 – 1,248,614 976,718 – 976,718 -21.8% Decrease

Electricity kWh 3,075,195 2,269,025 5,344,220 2,615,922 2,281,637 4,897,559 -8.4% Decrease

Total energy used in kWh 4,323,809 2,269,025 6,592,834 3,592,640 2,281,637 5,874,277 -10.9% Decrease

% split across UK and

internationalsites 66% 34% 61.2% 38.8%

Energy consumption The following data reflects non‑renewable energy consumed only

Electricity kWh 129,290 1,456,483 1,585,773 7,463 1,197,934 1,205,397 -24.0% Decrease

% split across UK and

internationalsites 8.2% 91.8% 0.6% 99.4%

Carbon emissions –

locationbased

Scope 1 emissions (tCO

e) 223.7 0.0 223.7 178.3 0.0 178.3 -20.3% Decrease

Scope 2 emissions (tCO

e) 651.2 913.2 1,564.4 505.9 866.7 1,372.6 -12.3% Decrease

Total scope 1&2 emissions (tCO

e) 874.9 913.2 1,788.1 684.2 866.7 1,550.9 -13.3% Decrease

Carbon emissions –

marketbased

Scope 1 emissions (tCO

e) 223.7 0.0 223.7 178.3 0.0 178.3 -20.3% Decrease

Scope 2 emissions (tCO

e) 25.5 507.6 533.1 1.4 314.5 315.9 -40.7% Decrease

Total Scope 1 & 2 emissions

(tCO

e) 249.2 507.6 756.8 179.7 314.5 494.2 -34.7% Decrease

Intensity ratio tCO

e per employee 0.18 0.12 -33.8% Decrease

DWF utilise a third party system (Accuvio) to record monthly energy data which is converted into CO

e measurements using jurisdiction-specific

conversion factors.

Theassessment of CO

e emissions follows the market-based approach for assessing Scope 2 emissions from electricity usage. The decrease

in energy use during the year reflects both absolute reductions due to efficiency measures taken in offices, and rationalisation of space

following the shift to hybrid working patterns following the impacts of the Covid-19 pandemic. The reduction in Scope 2 market-based

emissions also reflects the shift during the year to 100% renewable supply across the UK property portfolio, and in one of the largest

overseas properties in India. All baseline figures are available in our FY22 annual report and accounts which can be viewed and downloaded

at www.dwfgroup.com

* All comparative figures have been adjusted to reflect the acquisition of Whitelaw Twining during the year, which has been included on a full-year basis in both FY22 and FY23.

Thisadjustment has been calculated using actual source data from FY23 extrapolated over the pre-acquisition period based on floor area occupied.

DWF Group plc | Annual Report and Accounts 202328

Our targets

• Increase the proportion of women on thePLC and Executive

Boards to at least 40% by 2025, with the same target applying

to the proportion of women inallsenior management

rolesglobally.

• In the UK, to increase the ethnic minority representation of

colleagues across senior management toat least 10% by 2025.

• In the UK, to increase the ethnic minority representation of

colleagues across all career bands toatleast 13% by 2025.

• In the UK, to increase Black representation overall and in

seniorroles to at least 3%by 2025.

Our performance

14%

overall ethnic minority representation achieved against a target

of13% by 2025

100%

of all our Manager training programmes nowcontain D&I content

FT Innovative

LawyersEurope winner

for our D&I forecasting and analytics tool

Quarterly reporting

provided to our divisional leaders to assist them in measuring their

D&I performance

97%

of all our key clients are now managed byaccount teams that include

diverse characteristics

Focus on family support

new affinity networks on topics such asbaby loss, adoption

andfertility

Executive sponsors

to support new themes of carers, menopause and social mobility

Our priorities

• We will be capturing new data on non-binary genderidentities

in FY2023/24.

• We will be validating our care giving andsocial mobility data to

enable ustodisclose publicly and include infuturereporting.

• We will be having a renewed focus on core areas including;

recruitment, retention, policy and reward, data declaration,

andengaging clients.

• We will be exploring the implementation of additional

D&Itargets to drive our performance towards our FY2024/25

strategy and to hold ourselves accountable against.

• Mentoring features as a key priority for the coming year.

Wewillbe expanding ittocover additional characteristics and

undertake mentoring opportunities with clients such as peer

mentoring focused onfemale talent at lower career grades.

• We will also continue to investigate how and where we can

collect global data.

Actions we need to take

• We will commit to publicly disclosing ourdiversity data and

tracking quarterly so that all our stakeholders can review

ourperformance on amoreregular basis. Further data on

thegender breakdown of directors, senior managers and

employees can be found on page 60.

• We will be introducing additional pay gap reporting related

togender on aglobal basis as well as additional protected

characteristics for the UK.

DWF Diversity &

Inclusion targets

Workforce statistics

end of FY2022/23

Gender

(global)

40% women on PLC and

Exec Board by 2025

30% on PLC Board

35.7% on Exec Board

40% of senior roles held

by women by 2025

32.3% of senior role

held by senior women

Ethnicity

(UK only)

13% over ethnic minority

representation by 2025

14% overall ethnic

minority representation

10% ethnic minority

representation in

seniorrolesby 2025

6.3% ethnic minority

representation in

senior roles

3% Black representation

in senior roles by 2025

0.4% Black

representation in

senior roles

Diversity & Inclusion

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 29

Environmental, Social and Governance report continued

Our targets

• Achieve and maintain an overall global colleague engagement

score of 80+.

• Raise sufficient funds for the DWF Foundation to enable

donations made to reach £1m in support of registered charities

globally bytheend of FY2022/23.

• Continue to advance social mobility within our talent pipelines.

• Deliver 25,000 hours in volunteering hours to our communities,

or through probono work from FY2022/23 across the next

three years toFY2024/25.

Our performance

£1millon+

grants distributed to charitable causes, hitting our milestone target

£151,032

through the DWF foundation supporting 99 charities

76%

consistent colleague engagement score compared to prior year

323

number of colleague promotions

1,627 hours

pro bono recorded

8,671 hours

volunteering recorded

40%

overall target of 25,000 volunteering hours by 2025achieved

31,958 training hours

an increase of 57% compared with last year

Agile working

remains permanent with most colleagues now spending equal time

between office and home working

Code of Conduct

was updated with 89% of our global senior leadership team attending

atleast one of our ESG & Sustainability academic workshops

Our priorities

• We will be introducing a new global probono policy in

FY2023/24 and identifying pro bono leaders within each region.

• We are looking to invest in more technological solutions to

support ourcolleagues globally, including the useof a global

HRsystem. Introduce a new procurement strategy which will

have a strong emphasis on environment and human rights

impacts toenable us to measure this across ourvalue chain.

• We will be working on a new mandatory training programme

which will include elements aligned to our ESG & Sustainability

strategy, theenvironment and human rights.

Actions we need to take

• Better data and assessment of our value chain by working more

closely together. Where applicable, providing training, on‑site

visits, risk analysis and contract reviews in the context of

ESG&Sustainability.

• Create an environment where all colleagues feel empowered

and encouraged to use 15 hours volunteering/pro bono hours.

• A revised approach to our mandatory training across the Group.

Empowering our colleagues and our communities

DWF Group plc | Annual Report and Accounts 202330

Our targets

• Working with colleagues and clients collaboratively to improve

both our andtheir sustainability performance through an

ESG-centric approach, building long-term relationships.

• Understand the ESG & Sustainability strategy for all key account

clients and assess the support DWF can provide or steps DWF

should take to ensure teams deliver work and relationships

consistent with any commitments clients make and our

ownvalues and commitments to ESG & Sustainability.

• Improve our net promoter score for ourKey Account

programme by at least5% and maintain current

marketleadingscore.

• 100% of new clients are assessed in line with the ESG

ClientPolicy, due diligence and onboarding process.

Our performance

Sustainable Business &

ESG Advisory Practice

Appointment of a senior partner to lead our newly created

consultancy‑led practice

Legal Charter 1.5

An inaugural signatory and contributor to the eight principles

Net promoter score, in line with last year’s performance

ESG foundation training

developed to support our clients with 2hours’ worth of CDP

e‑learning

individuals involved in peer mentoring programmes with our clients

articles and thought leadership published for a variety of audiences

from ourSustainable Business & ESG experts

56%

of key clients have already engaged with us on Sustainable Business

& ESG

Our priorities

Our overall objective is to help our clients optimise the positive

impact of their sustainable business strategy and actions across

the environmental, social and governance risk agenda to enable

them to transform and elevate business performance in the

longterm. We deliver this through focusing on our client priorities

outlined below:

• Design and develop risk‑mitigation solutions to enable our

clients to address sustainable business and ESG risks and

unlock value creation opportunities using our multi‑disciplinary

skills and expertise in consulting, legal, risk, compliance and

corporate governance.

• Develop trusted relationships with C suite and senior business

leaders to fully engage upon their strategic issues and position

sustainable business and ESG as a platform for growth and

enhanced strategy performance.

• Conduct and deliver leading‑edge thought leadership on

sustainable business and ESG hot topics that challenge the

status quo and empowers our clients to fully embrace the

end‑to‑end opportunities of responsible business.

• Continue to build and scale up our unique blend of

consulting‑led legal advisory expertise and skills to support

ourclients in the effective design, development and delivery

oftheir sustainable business and ESG strategies and prioritised

action plans

• Work collaboratively with our colleagues to identify

opportunities to help our clients in the development of their

knowledge, skills and expertise of sustainable business and

ESGthrough coaching, mentoring and pro bono offerings.

Actions we need to take

• Provide the tools needed toupskill our colleagues inline with

theprinciples of the Legal Charter 1.5 and The Law Society

guidance to adviceour clients with transitioning to a

1.5degreepathway.

• Continue to review our clients globally to ensure we are taking

action against those in particularly high-risk sectors, asoutlined

in our ESGClient Policy. Thisincludes further development

ofthe policy at individual matter level tomitigate potential

risksand create opportunities with our clients.

Supporting and connecting with our clients

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 31

Environmental, Social and Governance report continued

Task Force on Climate-related Financial Disclosures (‘TCFD’)

Climate action is a key pillar of our ESG & Sustainability strategy,

recognising thatclimate change will affect all of our stakeholders

and disruptthe environment in which we operate. We therefore

continue to assess the potential impacts of climate change

onourbusiness, and align this work with the recommendations

ofthe TCFD.

Climate‑related risk to the business is

stillconsidered an emerging risk, not a

principal risk, given the inherent resilience

ofour business model to the worst physical

impacts of climate change, and our ability

toadapt our strategy in response to

thetransition to a low-carbon economy.

Furtherdetail is available in the principal

risks section of the Strategic report

(page42to 43). During the year, our

focushas been to effectively embed

climate‑related risk and opportunity

assessments into ourbroader strategic

planning and risk management processes,

so that our response to climatechange is

effectively integrated into our operations.

Our climate-related risks and opportunities

analysis focused on the potential impacts

ofclimate change on our colleagues, clients

and communities in order to identify how

these impacts might affect our ability

toachieve our purpose of delivering

positiveoutcomes with these groups.

Further attention was also given to the

potential impacts of climate change on

ourinfrastructure and our consequential

ability to operate effectively.

We have used scenario planning

assumptions that are consistent with those

used in 2021/22, because these still provide

the best illustrative cases to assess potential

climate‑related impacts on our business

under different warming conditions.

The disclosures that follow summarise

ourresponse to each of the 11 TCFD

recommendations:

R1. Governance

a. Describe the board’s oversight of

climate-related risks and opportunities.

The Board has oversight and overall

responsibility for ESG & Sustainability,

including the impact of climate‑related

risksand opportunities onthe business.

TheBoard is supported bythe Group

Headof ESG & Sustainability and the wider

ESG Leadership Group, who together are

responsible for ensuring that climate risks

are embedded into the Group’s overall

RiskManagement Framework.

The Group Head of ESG & Sustainability

presents on key ESG & Sustainability

matters to the Board quarterly. At least

annually, this presentation will include an

update on climate‑related risks and how

thebusiness is working to mitigate the

impact of such risks, as well as maximising

any opportunities.

This process includes considering climate

related issues in the context of strategy

development, annual budget and

forecasting processes and overall

riskmanagement policies.

The Executive Board and PLC Board continue

to receive training on environmental issues

including climate change, and in 2022/23

there was a particular focus on carbon

credits and offsetting models. This

education and insight helps to inform

theGroup’s strategy in effectively

responding to climate‑related risks.

This presentation includes emission data to

enable the board to monitor and manage

progress against the reduction targets set.

b. Describe management’s role in

assessing and managing climate-related

risks and opportunities.

Management of climate‑related risks and

opportunities lies with the ESG Leadership

Group, led by the Group Head of ESG and

Sustainability andattended by the Executive

Board's ESGsponsor. Membership of this

group comprises key function heads, and

includes the Global Co-Head of Energy, a

legal expert in the field of emerging power;

energy transition; regulatory change and

policy. During the year, the Group also

invested inanew role by appointing a

Headof Sustainability with a core focus

ofsupporting the Group's strategic

responseto climate change and leading

itsambitious carbon reduction plan.

At each ESG Leadership Group meeting,

updates relating to environmental and

climate‑related matters are discussed,

andthe group actively monitors progress

against agreed actions to ensure it responds

to climate‑related risks effectively. The

objectives of the ESG Leadership Group

aresupported by the ESG Operations

Group, a taskforce established to manage

the operational programmes designed

todeliver the ESG & Sustainability Strategy.

Assessment of climate‑related risks and

opportunities is performed by the Executive

Board, with input from senior management

across all key business areas, including

bothclient services and central support

functions. Senior management also assess

how these risks and opportunities may

manifest differently in the context of the

twowarming scenarios over the short,

medium and long term.

DWF Group plc | Annual Report and Accounts 202332

R2. Strategy

a-b. Describe the climate-related risks

and opportunities the organisation has

identified over the short, medium and

long term, and the impact of these

ontheorganisation’s businesses,

strategy and financial planning.

The strategic implications of the risks

andopportunities identified as part of the

Group's assessment are summarised in the

table on pages 34 to 36. As outlined above,

wehave also classified these risks and

opportunities according to their potential

toimpact our infrastructure, colleagues,

clients and communities; in order to identify

where they may impact our ability to deliver

positive outcomes in line with our core

purpose. The risks and opportunities

identified have been considered in the

context of their potential impact over

theshort term (1-3 years), medium term

(3-10 years) and long term (10+ years).

Thesetimescales align to those used

inthecontext of the Group's broader

strategicplanning process.

Details of the Group’s strategy to reduce

GHG emissions in line with the targets set

are set out in the ESG impact report

c. Describe the resilience of

theorganization’s strategy,

takingintoconsideration different

climate-related scenarios, including

a2°Cor lower scenario.

See disclosure on page 35.

R3. Risk management

a-c. Describe the organisation’s

processes for identifying, assessing and

managing climate-related risks, and their

integration into overall risk management.

Climate‑related risks are identified, assessed

and managed as a component part of the

Group’s overall risk management process,

asoutlined on pages 40 to 44.

As part of this process, the Board,

supported by the ESG Leadership Group,

review the Group’s Enterprise Risk

Management (‘ERM’) framework to ensure

iteffectively incorporates processes to

identify, assessand manage climate-related

risksandopportunities over the short,

mediumand long term. This review

happensat least bi-annually.

As described within recommendation 1b

therisk assessment isperformed by senior

management andsubsequently assessed by

the ESG Leadership Group, which identifies

the risksthat have the potential to impact

the strategy of the Group as a whole before

feeding them into the risk register.

During the 2022/23 risk management cycle,

the ESG Leadership Group also reviewed the

Group’s existing principal risks to consider

how climate change may impact the

likelihood and magnitude of these risks,

orhow these can be mitigated. This has

facilitated a more effective process of

embedding considerations of climate change

within our existing risk assessment process.

Within the scope of the ERM, the business

also identifies potential emergency

situations, including those that are caused

by, or might impact, environmental change.

These risks are reviewed at least annually.

The ESG Leadership Group subsequently

reviews this analysis and determines

whichrisks and opportunities could have

asignificant impact on the strategy of

theGroup as a whole. Related risks are

reviewed within the Group's existing

RiskManagement Framework asdescribed

below, and opportunities identified are

logged and actioned with therelevant

management team.

Training is provided to senior leaders to

ensure they can effectively assess the

potential impacts of climate change on

theirbusiness area. In 2022/23, training

provided to our global senior leadership

team included an independent training

programme delivered by academics from

the Alliance Manchester Business School,

attended by 80% of all our global leadership

team. Additionally, a further 51 colleagues

have received Carbon Literacy Training

throughout 2022/23 and colleagues had

theopportunity to attend specific training

on the SBTi to increase understanding of

our carbon reduction targets. Management

isalso supported bythought leadership

obtained through membership of the

UNGlobal Compact's Climate Disclosures

working group, which meets quarterly.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 33

Environmental, Social and Governance report continued

Climate impact, categories and timescale Strategic implications

1. Physical:

Disruption to IT infrastructure in extreme

weather events

Clients

Infrastructure

Medium term

Long term

Description

IT infrastructure is critical to the Group’s

ability to operate. This infrastructure

isreliant on physical data centres and

areliable power supply. It is therefore

exposed to the consequences of extreme

weather events, which could result in

business disruption via power failure,

floodor loss of cooling.

Risk resilience and mitigation:

• Most personal IT hardware and equipment is portable and therefore can be more easily

protected from physical disruption than integrated assets.

• Our global presence means colleagues areprimarily based in similar jurisdictions to our

clients. Therefore, power failure caused by extreme weather is likely tosimultaneously

impact client and internaloperations, implying a mutual acceptance of flexibility around

service delivery timelines.

• Our core ‘internal’ systems infrastructure is operated from duplicated internal (DC1)

andexternal (DC2) data centres. The external data centre is on a different power grid

andis operated by a world class operator, Equinix, which has a strong climate event

mitigation strategy.

• Our cloud-based services, which include email, intranet and other core services, are

hosted within Microsoft’s Azure cloud infrastructure, for which Microsoft has industry

leading mitigation plans.

Opportunity potential:

• N/A

2. Physical:

Impact of extreme weather events on

offices and home working environments

Colleagues

Clients

Infrastructure

Medium term

Long term

Description

Office premises and colleague homes

areexposed to extreme weather

events,especially those in higher-risk

geographies. This could result in

disruption to our colleagues working

remotely or in offices, and to our support

services. This could impact our ability

toservice ourclientseffectively.

Risk resilience and mitigation:

• A large portion of our operations are based in the UK, which is less exposed tothe most

severe physical impacts of climate change in the short to medium term. Whilst periodic

flooding and overheating are likely to cause temporary disruption, the geographic spread

within the UK and flexibility of hybrid working provides resilience against the risk that

wecould not continue to service clients.

• The work that is performed in our more highly exposed locations, such as our Indian

office, is not exclusively delivered by teams who work there. The services they deliver

arealso performed by teams in the UK and Canada, which allows us to plan for effective

business continuity in the event of climate-related disruption. Some of the work

performed by these teams serves internal operational functions, and therefore disruption

would not have a direct impact on clients and revenue‑generating work streams.

• In our more highly exposed client serving locations such as Australia, we anticipate

thatthe loss of productivity would manifest itself as reduced output and lack of billing

potential over a period of weeks. This does not constitute a material portion of Group

revenue and therefore isa risk that can be reasonably built intofinancial budgets and

forecasts asacontingency.

• DWF does not own its office premises andtherefore would not bear any direct financial

cost of retrofit or repair from damage. It is likely that the associated cost and insurance

premium impact will be built into rent increases by landlords, whoare contractually

obligated to provide sufficient notice of increases, and therefore would be built into

financial budgets and forecasts accordingly.

Opportunity potential:

• N/A

DWF Group plc | Annual Report and Accounts 202334

Climate impact, categories and timescale Strategic implications

3. Physical:

Impact of extreme weather events

onclients and their operations

Clients

Medium term

Long term

Description

The ongoing operational effectiveness

oftheGroup’s clients is vulnerable to

disruption from extreme weather events.

Some clients will be significantly exposed

due to either their location in higher‑risk

geographies, or where they have value

chains that are at high risk of disruption.

Insurance industry clients are likely

toseesignificant impacts of extreme

weather events on their risk assessment

and claimsprocesses.

Disruption to clients has the potential to

impact revenue‑generating opportunities.

Risk resilience and mitigation:

• We have reviewed our portfolio for clients who will be more highly exposed to physical

risk, to identify which of our services may suffer reduced demand as a result. This review

focused on the 8 core sectors that we provide services to, and identified that the diversity

of our offering provides a natural hedge whereby physical impacts on some clients that

could pose a risk to revenue streams are largely outweighed by impacts on other clients

that will trigger a greater need for our integrated legal services.

Opportunity potential:

• Client proposition in the insurance industry: as our insurance clients adapt their strategies

in response to climate change, their reliance on reliable legal services will increase.

TheGroup is working closely with key insurance clients to ensure that it is well placed

tosupport them in the future, and is therefore securing its revenue pipeline from

theseclients.

• Cost saving: As clients experience theimpacts of more volatile weather conditions

ontheir ways of working, the expectation for travel is likely to decrease and result

incostsavings.

4. Physical:

Impact of extreme weather events on

oursupply chain

Communities

Medium term

Long term

Description

The Group’s supply chain may experience

disruption based on environmental and

geopolitical factors inhibiting effective

delivery of goods and services to DWF.

Thiscould impact the ability of the Group

todeliver client services, and could cause

supply chain cost inflation.

Risk resilience and mitigation:

• As a professional services business, our model is inherently resilient to disruption in its

physical goods supply chain. Therefore, the Group could effectively deliver its core legal

services if its supply chain was disrupted temporarily.

• Where the Group relies on third party service provision, there is not significant reliance

ona single provider, mitigating the risk of disruption.

• The impact of cost inflation is built into theGroup’s strategic financial planning process

and therefore exposure to this risk is low.

Opportunity potential:

• N/A

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 35

Climate impact, categories and timescale Strategic implications

5. Transition:

Increased societal expectation around

climate action and its impact on talent

Colleagues

Short term

Medium term

Description

Our colleagues are key to the future

successof the Group. To continue to

attract and retain talent, we must take

meaningful action and be a leading player

within the legal sector in our response

tothe global climate emergency.

Risk resilience and mitigation:

• The Group has publicly disclosed its commitment to climate action and has arobust

carbon reduction plan. This commitment is a key factor in mitigating the risk of failing

toattract and retaintalent.

Opportunity potential:

• The strong commitment from the Group inrespect of climate action is likely to boost

talent attraction and retention. Thiswill drive quality of client service andtherefore help

tosecure revenue-generating opportunities, and will alsoreduce attrition and associated

recruitment costs.

6. Transition:

Brand and reputational risk and

opportunity in response to the

increasedsocietal expectation

aroundclimate action

Colleagues

Clients

Communities

Short term

Medium term

Description

The DWF brand and reputation are

impacted by action taken by the Group

inresponse to the climate emergency.

Additionally, our association with clients

whodo not commit to climate action

couldundermine the carbon reduction

commitments we have made and put

theGroup at risk of greenwashing.

Thishasthe potential to impact revenue.

Risk resilience and mitigation:

• The Group has publicly disclosed its commitment to climate action and has

arobustcarbon reduction plan to secureits reputation in respect of environmentally

responsible behaviour.

• The Group has a client take‑on policy process to reduce the risk of acting on behalf

ofclients who do not commit toclimate action.

Opportunity potential:

• The public commitments the group has made to climate action are likely to attract clients

who are scrutinising their supply chains and prefer to work with firms who can support

their own carbon reduction ambitions. This has the potential to be asignificant

competitive advantage anddeliver associated revenue-generatingopportunities.

Environmental, Social and Governance report continued

DWF Group plc | Annual Report and Accounts 202336

Climate impact, categories and timescale Strategic implications

7. Transition:

Transition to a low‑carbon economy

triggers market shifts and changing client

expectation for products and services

Clients

Medium term

Long term

Description

As clients adapt their business models in

response to the transition to a low‑carbon

economy, their requirement for legal and

advisory services will change accordingly.

Failure to align our client offering to

changing commercial need risks loss

ofrevenue, but timely and relevant

newproduct development will be

acompetitive advantage.

Risk resilience and mitigation:

• We have reviewed our key client base across the eight main sectors we operate within

toassess how their needs will change in response to climate impacts. This assessment

concluded that as theseclients adapt their models, their fundamental need for our core

legal offering will remain unchanged and therefore our model is inherently resilient to

thisrisk. In order to keep our core offering relevant and effective, we are continuing to

educate all our colleagues on the causes and impacts of climate change to ensure they

arewell placed to incorporate these factors into their advice.

Opportunity potential:

• We have engaged with our clients to better understand how the significant socio‑

economic change caused by the transition to a low‑carbon economy will impact them.

This demonstrated that in many cases their need for integrated legal and advisory

services will increase during the transition.

• There is an emerging pipeline of significant regulatory change in relation toclimate change

and the response by businesses. This change aligns strongly toour core offering and will

provide significant revenue‑generating opportunities.

• We continue to build our existing well established offering to the Energy & Natural

Resources sector, which is well placed to facilitate the transition.

• We are effectively positioned to deliver revenue growth in this area due to a combination

of expertise and strong reputation, established through our owncommitments to

climateaction.

• Our talent pipeline and succession planning focusses on ensuring the Group has

theexpertise to deliver competitive services from industry leading talent within

alow-carboneconomy.

8. Transition:

The transition to a low‑carbon economy

negatively impacts clients who are unable

to transition effectively

Clients

Long term

Description

Revenue‑generating opportunities

maybelimited from clients who do not

effectively transition to a low‑carbon

economy. Where this causes a threat to

their viability, or a significant financial

downturn, the potential for revenue

generation from these clients will

becompromised.

Risk resilience and mitigation:

• Within our client base, there is limited reliance on clients whose viability is challenged

byatransition to a decarbonised economy, in particular the energy and aviation sectors.

Within our energy and natural resources practice, themajority of our work focuses

onrenewable energy and the transition to low-carbon fuel, which offers significant

growthpotential.

Opportunity potential:

• N/A

The strategic review has demonstrated that our business model is inherently resilient to the worst physical impacts of climate change,

giventhe agility to transition to remote working, and the location of our key offices at sites that are at low risk of physical damage from

extreme weather. The review has also demonstrated that we are well placed to realise the benefit of opportunities that climate change

andthe transition to the a low carbon economy presents – largely in respect of the likely significant change to legislation that our clients

willneed to navigate as part of the transition to a low carbon economy, in addition to legal support required for successful divestment

andacquisition of assets triggered by the transition. Further verification of this has been provided by the application of scenario planning.

R.2 Strategy

c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,

includinga2degree or lower scenario.

The two scenarios used to assess the resilience of the Group to the impacts of climate change provide effective illustrative cases of the

mostextreme conditions that could arise. By considering these two extreme cases, the Group can effectively plan for mitigative actions

thatdemonstrate the most prudent response to the potential impacts of climate change on its business model. These scenarios,

andindicative conditions, are summarised below.

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DWF Group plc | Annual Report and Accounts 2023 37

Environmental, Social and Governance report continued

Climate impact

Classification

Scenario 1 Scenario 2

1.

Disruption to IT infrastructure

inextreme weather events

Risk 1 2

Opportunity N/A N/A

2.

Impact of extreme weather events

onoffices and home working environments

Risk 1 3

Opportunity N/A N/A

3.

Impact of extreme weather events

on clients and their operations

Risk 1 2

Opportunity B B

4.

Impact of extreme weather events

on our supply chain

Risk 1 2

Opportunity N/A N/A

5.

Increased societal expectation around

climate action and its impact on talent

Risk 1 1

Opportunity A B

6.

Brand and reputational risk and opportunity in response

tothe increased societal expectation around climate action

Risk 1 1

Opportunity A A

7.

Transition to a low‑carbon economy triggers market shifts

and changing client expectation for products andservices

Risk 1 1

Opportunity A C

8.

The transition to a low‑carbon economy negatively

impactsclientswho are unable to transitioneffectively

Risk 1 2

Opportunity N/A N/A

The strategic impacts identified in the tables on pages 34 to 36 have been considered in the context of the indicative physical and

socio‑economic conditions under each of the two scenarios. Under each scenario, every risk or opportunity has been given a rating

basedon the respective exposure or potential, as per the rating tables below.

Scenario 1 Scenario 2

Temperature rise above pre‑industrial levels

1.5 degrees 4 degrees

Description GHG emissions reduction aligned

tothegoals of the Paris Agreement

toreachNet-Zero by 2050.

Limited GHG emission reduction

resultingin4 degree warming by 2100.

Indicative physical conditions More frequent extreme weather events,

causing periodic disruption triggered by

flooding, extreme heat, drought and storms.

Permanent volatility in weather, causing

continued disruption triggered by flooding,

extreme heat, drought and storms.

Indicative socio-economic conditions • Significant decarbonisation

policyandregulation

• Significant investment focus in

low-carbonassets and infrastructure

• Widespread societal behavioural change

• Rapid business‑model transformation

toadapt to a low-carbon economy

• Policy change limited to reactionary

andshortterm response

• Wide‑spread displacement of populations

and associated conflict

• Limited business-model change leading

toreactive response to the transition

Rating Risk exposure Rating Opportunity potential

Strong mitigation potential, unlikely to impact

strategicprogress A

Material financial return

Good mitigation potential, immaterial impact on

strategicprogress B

Immaterial financial return

Low mitigation potential, material impact on

strategicprogress C

Unlikely to generate financial returns

DWF Group plc | Annual Report and Accounts 202338

Strategic impacts – conclusion

The Board concluded that the Group is wellplaced to deliver its broader strategic objectives in the face of climate change by: continuing

toeffectively integrate its assessment of climate-related risks into itsoverall risk management process; andcontinuing to innovate

andadaptitsintegrated legal services to meet the changing needs of clients as they adapt to the transition to a low-carbon economy.

It also recognised that to effectively manage these climate-related impacts, itmust continue to educate and engage allcolleagues to

consider climate change inthe context of their individual roles andresponsibilities, so that the Group iswellplaced to respond to the

volatility thatclimate change will cause within itsoperating environment.

R4. Metrics and targets

a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy

andriskmanagement process.

We are committed to supporting the global transition to a sustainable low-carbon economy and our ambition is to achieve Net Zero GHG

emissions ahead of the UKGovernment’s target of 2050, aligned tothe goals of the Paris Agreement. Thisaction ensures we play our part

inthecollective effort to mitigate the worstclimate-related risks noted above byreducing the impact of climate change on society globally.

Our key metrics are therefore the Group’s GHG emissions and, in setting targets, we have committed to reduce our emissions inline

withthe SBTi’s recommended 1.5°Cpathway.

In addition to the Group’s GHG emissions, financial metrics including revenue, operating costs and asset values are also used to help

informthe assessment of climate-related risks and opportunities in line with its strategy and risk management process.

b. Disclose Scope 1, 2 and, if appropriate, Scope 3 greenhouse gas emissions and the related risks.

The Group measures Scope 1 and 2 emissions and reports these in line with SECR requirements as summarised on page 26. The group

alsomeasures its Scope 3 emissions, which are disclosed within its ESG & Sustainability Impact report.

c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.

Our near-term targets are to reduce Scope1, 2 and 3 GHG emissions by 50% by 2030 against a 2019 baseline. More detail on the

actionbeing taken by the Group in achieving these targets can befound on page 27 and in our ESG& Sustainability ImpactReport.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 39

Risk management, our approach

All risks are assessed considering the

combination of impact and likelihood and,

asrisk management is an ongoing process

that is centred on the identification

oftherisks and responding to them

proportionately, assessments are

reviewedquarterly. This allows us

tomanagerisk to a tolerable level.

Risks are assessed by using a risk matrix and

our defined risk appetite. The appetite itself,

which is set by the Board of Directors,

isalsoreviewed annually. Overall, DWF

hasan ‘open’ appetite for risk in the pursuit

ofitsstrategic and business objectives.

Thismeans that the business is willing to

consider all potential options when faced

with risk and will choose the one that is

most likely to result in successful delivery

ofour strategy, whilst ensuring an

acceptable level of risk and reward.

The DWF Risk Committee supported the

FY2022/23 risk review recommendation

tohave ESG as a designated principal risk,

and concluded that initially an ‘open’

riskappetite would be assigned to it.

At DWF, we recognise the importance of

astrong culture of compliance, ethics and

integrity, and we have an ‘averse’ appetite

for risks relating to legal and regulatory

compliance, among others.

Our underpinning risk principles

The Board of Directors has overall

responsibility for ensuring the business has

robust risk management and internal control

arrangements in place. The Board sets

thetone for risk management and internal

control, defines the organisation’s risk

taxonomy and overall risk appetite,

andinfluences the culture of the business.

The Risk and Audit Committees are

established as committees of the Board

ofDirectors. They are responsible

foroverseeing risk management

andassuranceprocesses.

Each Executive Board (‘ExBo’) member is

responsible for setting the tone for a strong

risk management and internal control

culture across all areas of the business.

The Group Risk team is responsible for

designing and implementing a fit for

purpose Enterprise Risk Management

Framework, and working with management

and ExBo to ensure key risks are properly

understood, and are being appropriately

managed/mitigated.

All colleagues with management

responsibilities are responsible for ensuring

the key risks within the areas of activity

under their management are clearly

understood, and that appropriate

controlsare in place to effectively

manageand mitigate those risks.

Control activities – three lines of defence

DWF operates a three lines of defence model.

First line roles provide service excellence

toour clients, whilst managing the risks

todelivery of that service.

Our second line roles provide expertise,

support, monitoring and challenge on

risk-related matters.

The third line roles provide independent

andobjective assurance and advice on

allmatters related to the achievement

ofobjectives and is performed on all

keyrisks.

In addition to our internal mechanisms,

wehave external assurance providers

whoprovide reviews and input to our

riskmanagement activity.

DWF outlines the Group’s commitment andapproach

to good risk management through its Risk Management

Framework. The purpose of the framework is to ensure

that the organisational approach to risk is clearly

understood and effectively managed across all areas of

the business. It identifies the roles and responsibilities of

everyone in the Group and the integral part that they play

in the management of risk. An annual review is conducted

to ensure that the framework aligns to the Group strategy

and both the internal and external environment.

DWF Group plc | Annual Report and Accounts 202340

Risk appetite

The Group’s risk appetite, set by the Board and reviewed annually, sets out how we balance risk and opportunity in pursuit

ofourobjectives.

Appetite DWF risk appetite definition

Averse Avoidance of risk and uncertainty in achievement of key deliverables or initiatives is paramount. Activities undertaken

will only be those considered to carry virtually no residual risk.

Minimalist Preference to undertake activities considered to be very safe in the achievement of key deliverables or initiatives.

Activities will only be taken where they have a low degree of residual risk. The associated potential for reward/pursuit

of opportunity is not a key driver in selecting activities.

Cautious Willing to accept/tolerate a degree of risk in selecting which activities to undertake to achieve key deliverables

orinitiatives, where we have identified scope to achieve significant reward and/or realise an opportunity.

Activitiesundertaken may carry a high degree of inherent risk that is deemed controllable toalarge extent.

Open Undertakes activities by seeking to achieve a balance between a high likelihood of successful delivery and

ahighdegree of reward and value for money. Activities themselves may potentially carry, or contribute to,

ahighdegree of residual risk.

Hungry Eager to be innovative and choose activities that focus on maximising opportunities (additional benefits andgoals)

and offering potentially very high reward, even if these activities carry a very high residual risk.

Overall risk appetite statement

DWF overall maintains a ‘cautious’ risk appetite; this is tempered with an ‘averse’ risk appetite for criminality and non-compliance in the

areas of conduct and ethics.

As a Group, we will only behave in ways that:

• do not conflict with the Group’s values and are aligned with its risk appetite and business strategy;

• do not expose the Group’s capital position or the resilience of its services;

• do not conflict with the Group’s ESG Strategy and are aligned with the needs to reduce any negative impact we may have on our planet

and communities;

• are aligned with the needs of the Group’s clients and ensure that they are treated fairly; and

• are always in accordance with local laws and regulations.

External assurance providers

Governing body

Accountability to stakeholders for organisational oversight

Governing body roles:

Integrity, leadership and transparency

Management

Actions (including managing risk) to achieve organisational objectives

Internal Audit

Independent assurance

First line roles:

Provision of products/services to

clients, managing and reportingrisk

Second line roles:

Expertise, support, monitoring and

challenge on risk-related matters

Third line roles:

Independent and objective assurance

and advice on allmatters related to the

achievement of objectives

Three lines of defence

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 41

Risk management, our approach continued

During the financial year 2022/23, the

continuing war in Ukraine has contributed

toeconomic instability globally.

DWF remains alert to the impact of the

Russian invasion of Ukraine and subsequent

ongoing events.

We actively implement actions to limit the

impact on, and ensure the sustainability of,

our business. Our considerations include:

• monitoring of sanctions on individuals

and organisations; and

• the rising overhead costs created through

increasing utilities charges and wage

expectations due to the cost of living crisis

Business, commercial

and strategy risk

Risk rating

1 2 3 4 5

Continuing to deliver to a broad client

baseacross diverse sectors, through a

wide-ranging portfolio of integrated legal

and business products and services, has

enabled us to limit negative impacts and

optimise business opportunities. Having

expanded our multi-jurisdictional reach

hasensured that we are well equipped

tohandle the material macroeconomic

challenges aswell as more local changes

inlaws, clientneeds and the range

ofdemands onour colleagues.

We continue to retain an overall ‘open’

riskappetite when managing our

businessmodel and strategy.

Our relationships with our clients,

regulators, sector and all stakeholders

arebased on our reputation, and we retain

a‘cautious’ risk appetite in that regard.

Example of risk mitigating action:

We have reviewed and enhanced a

number of our processes aligned to the

integration of M&A activity to ensure

colleagues globally are aligned and service

to clients is seamless. Furthermore, the

inception of a dedicated team to support

key clients and ensure expectations are

understood and delivered has received

very positive feedback.

We have undertaken a strategic cost

review to ensure our operating structure,

processes and Real Estate strategy

isaligned to our profitability and

sustainability goals.

Conduct and ethics risk

Risk rating

1 2 3 4 5

We continue to have an ‘averse’ risk appetite

for any risks that threaten our ability to comply

with all relevant laws and regulations.

Example of risk mitigating action:

The Group maintains an active dialogue,

and strong relationships, across all its

keyregulators. This ensures awareness of

changing legal and regulatory landscapes,

allowing a proactive approach in

ensuringcompliance.

The Group’s Risk & Sanctions Committee

ensures we comply with changing

sanctions globally imposed as a result

ofthe Russian invasion of Ukraine.

People

risk

Risk rating

1 2 3 4 5

The expertise, commitment and

professionalism of our colleagues have

enabled the DWF of today; to protect that,

we have a ‘cautious’ appetite for risks that

threaten our ability to recruit and retain

ourcolleagues.

We have an ‘averse’ risk appetite for

discrimination, bullying and unfair treatment

of our colleagues, and actively promote

ourDiversity & Inclusion agenda.

With ever-increasing job market demands,

we focus on attracting and retaining the

highest calibre of individuals who are

bestplaced to deliver service excellence

forour clients.

Example of risk mitigating action:

We have broadened the scope of,

andbeen more innovative in, our

approach to reward and recognition.

To achieve our purpose of delivering

positive outcomes with our colleagues,

wehave a Code of Conduct and an

ethosof supporting, developing and

incentivising our colleagues through

‘DWFLife’, built on our values, culture

andexcellence.

ESG risk

Risk rating

1 2 3 4 5

At the beginning of FY2022/23, following

theannual review of the Risk Management

Framework, the Risk Committee approved

an additional principal risk should be added

to the Group Taxonomy in the form of

ESGrisk.

Within ESG, the following categories were

identified where potential risks may be sited;

Net Zero by 2030, Diversity & Inclusion

Targets, Governance and Pro Bono, and an

‘open’ appetite for the first year was agreed.

Example of risk mitigating action:

Both an ESG Leadership Group and an

ESG Operational Board have been formed

and meet regularly. The Head of ESG

briefs the PLC Board and advises the

Executive Board. An ESG Strategy and

pillars, each with targets and priorities,

enable us to stay focused, and objectives

for colleagues have been identified and

are tracked.

Key to risks

High risk

Medium to high risk

Medium risk

Low risk

Negligible risk

Viability risk

Not a viability risk

Principal risks

DWF Group plc | Annual Report and Accounts 202342

Operational

risk

Risk rating

1 2 3 4 5

At the beginning of our financial year

2022/23, we reviewed our overall

appetitefor operational risk, and reduced

itto ‘cautious’.

This was because to operate as an effective

risk-based legal and business service

provider, we have a heavy reliance on

information and data, meaning we

maintained our ‘minimalist’ appetite

forinappropriate disclosure of

sensitiveinformation.

However, we have maintained and, in a

number of areas, strengthened appropriate

operational processes, systems and controls

to support delivery of, and enhancement to,

those systems. This provides us the

opportunity to take well managed risks

where opportunities to create discernible

benefits through innovation could assist

inthe achievement of our objectives.

Example of risk mitigating action:

Our strategic projects portfolio

continuesacross our business to align

tothe mitigation of risks in some of

ourkeyoperational areas.

We have continued to invest in

infrastructure and security controls

tofurther protect us and our clients

fromincreasing global, and particularly

legalsector, cyber attacks.

Financial and

reporting risk

Risk rating

1 2 3 4 5

We have maintained our ‘minimalist’

appetite for finance and reporting

includingliquidity risk and for any risks

thatmay threaten our financial stability.

The Group manages its working capital

withthe use of external debt facilities

including the Group’s revolving credit facility.

As with many organisations, the Group

actively manages its liquidity risk, ensuring

compliance with covenants and managing

the future availability of funding.

Example of risk mitigating action:

The Group Treasury function is

responsible for managing the Group’s

liquidity and ensuring compliance with

financial covenants. Forecast covenant

compliance is reviewed on a monthly

basis. This exercise reflects reported

results as well as regular updates to

forecast results. Scenario analysis,

alongside these monthly reviews,

isperformed on a regular basis to ensure

reasonable worst case scenarios do not

cause an unexpected financial stability

issue and any material events can be

pre-emptively managed. Liquidity risks

brought about by unexpected and

material professional indemnity claims

aremitigated, in part, by the insurance

policies we hold across the Group.

The Treasury function manages our

relationships with the Group’s debt

providers. The Group has a revolving

credit facility, which expires in December

2025, with one one-year extension

options. The Group aims to renew or

extend its main facilities 18 to 24 months

before expiry.

Financial

crimerisk

Risk rating

1 2 3 4 5

We do not waver on our ‘averse’

riskappetitefor internal fraud or the

inadvertentfacilitation of financial crime

(including anti-bribery and corruption).

Fraud and general financial crime have

become more prevalent across the

legalsector over the past few years.

We continue to maintain, and regularly

review, appropriately robust controls

andsanctions to maximise our prevention,

detection and deterrence of potential

financial crime activity.

Example of risk mitigating action:

The Group has a suite of policies and

mandatory training implemented which

isregularly reviewed to ensure we are

able to identify and mitigate the risk of any

suspicious activity. We have various risk

assessments undertaken on new clients

and new matters. Our Anti-Bribery and

Corruption policy is an example of one

ofour financial crime policies.

We also have a Speak Up policy and Speak

Up hotline should anyone have the need

to report on suspicions, and we take these

very seriously, with rigorous and in-depth

investigations carried out on any reports.

Subsequent actions are taken on

investigative findings and lessons learned.

Principal risks

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 43

Risk management, our approach continued

Emerging risks and uncertainties

The Group defines emerging risks as

neworunforeseen risks, often external

innaturethat may be difficult to quantify

butmay materially affect the Group.

Wheresuch risks merit further analysis and

consideration, they are defined as emerging.

The Group Risk function continues to work

with first line of defence subject matter

experts to enhance the quality and detail of

emerging risk updates. Quarterly Divisional

Risk Register reviews and those of the

support functions include discussions on

emerging risks which are, where necessary,

escalated to the Group and Strategic

RiskRegisters.

Our monitoring of emerging risks enables

the Group to:

• identify and monitor a broad range

ofpotential emerging risks;

• take a proactive approach to their

riskmanagement and reporting; and

• present and implement plans to mitigate

those emerging risks which could impact

the delivery of the Group’s Strategy.

The Risk Committee is presented with

anannual update on emerging risks,

supplemented by deep dives into the

management and control of selected

emerging risks.

Our Executive Board continues to horizon

scan and monitor emerging risks and

uncertainties that could impact our

business, such as economic risk/inflation

and Government instability, and are always

poised to take mitigating actions to protect

our business and our clients.

Our response to

theRussian invasion

ofUkraine

Risk rating

1 2 3 4 5

During the financial year 2022/23, Russia

continued its occupation of some areas of

Ukraine and maintained a sustained attack

on other areas. Whilst DWF does not have

an office presence inUkraine, many of our

colleagues, particularly those based in our

Polish office, have family, friends and clients

across the border in Ukraine.

DWF has continued to maintain its efforts to

support the Ukraine relief efforts financially.

DWF’s Risk & Sanctions Committee

continues to oversee the appropriate

response, governance and decision

makingin light of the changes in sanctions

legislation swiftly imposed byGovernments

across the world.

Whilst DWF does not have a significant

number of Russian clients, we did see

anincrease in potential new instructions,

which were all reviewed by the Committee.

The majority of new enquiriesconsidered

bythe Committee were declined.

Key to risks

High risk

Medium to high risk

Medium risk

Low risk

Negligible risk

Viability risk

Not a viability risk

DWF Group plc | Annual Report and Accounts 202344

Viability statement

Viability

In accordance with the UK Corporate

Governance Code 2018, the Directors

haveassessed the viability of the Group,

taking into account the current financial

position including financing arrangements

and the Group’s principal risks. This

assessment is designed to encourage

directors to focus onthe future prospects

ofthe Group and toensure that principal

risks are being managed effectively and for

the longer term. In assessing the Group’s

viability, a number of factors are considered,

including the business model (see page 10),

the Group’s strategy (see page 12),

riskmanagement (seepage 40) and the

Group’s principal risks (see page 42).

Thosefactors which have amaterial impact

on the Group’s viability areoutlined below.

Assessment period

The Directors’ assessment of viability

coversa three-year period to 30 April 2026

which is consistent with the following:

Strategy: The Group’s three-year plan,

which is updated and approved annually

bythe Board sets out the strategic vision

and priorities over that period to ensure

theGroup delivers on its ambition against

the backdrop of the principal risks outlined

in the Strategic report.

Financial strategy and funding:

TheGroup’s principle financing facility

isarolling credit facility that was initially

takenout for a three-year period

(withtwoone-year extension options).

Employee benefits: Employee share

awards typically have an average vesting

period of three years or less and LTIP

awards for executive directors are made

over a three year performance period.

Risks considered within the

viabilityperiod

In the assessment of the Group’s viability

the following factors have been considered:

Group strategic aims and purpose

The Group has a number of strategic

initiatives in order to achieve future growth

as considered in the three-year planning

cycle. These focus on delivering positive

outcomes for our clients, colleagues and

communities and centre around delivering

profitable organic growth, Inorganic growth

via carefully selected acquisitions and

establishment of new services and margin

expansion. The cost impact, excluding M&A.

of these strategic priorities are considered

within the budget base case.

Macro environmental factors

The current macroeconomic environment

remains volatile and the Directors remain

vigilant and agile to the continually changing

environment. Directors continually monitor

the actual results and reassess the forecast

outlook on a monthly basis to consider

appropriate action considering the

ever-changing risk horizon.

Financial resources

The Group closed the year with committed

Banking Facilities of £158m (of which £139m

were drawn, but with a cash balance of

£37m), the largest of which is the £120m

rolling credit facility (RCF) where the accordion

option of an extra £20m was exercised in

February 2023. This increased the facilities

available to the Group on the backdrop

ofchallenging macro environment and

legalsector headwinds particularly around

extended lock-up cycles. This RCF has

twoyears remaining with one twelve month

extension and is subject to financial

covenants as outlined in the going

concernassessment on page 105. The

facility agreement also permits theGroup

toobtain a further £25m ofexternalfunding

and £15m of leasing facilities if required.

Weexpect to be able torefinance external

debt and renew committed facilities as they

become due, which is the assumption made

in the viability scenario modelling. The 3 year

plan also anticipates a reducing net debt

profile andareduction in leverage, albeit

both onashallow downward trajectory.

If the recommendation of an all cash offer

for DWF Group plc from Aquila Bidco Limited

is approved, the current facilities will be fully

repaid on completion, and new committed

banking facilities of £330m will become

available to the Group. The new facilities

have long-term maturity dates, and include

two working capital facilities, comprising

£30m initial, with an additional optional

£40m to drawdown on. The new facilities

willbesubject to new financial covenants

asoutlined in the going concern assessment

on page 106. The assessment considers the

event that the transaction completes and

asthe decisions around future strategy and

intentions will no longer be in the exclusive

control of the DWF Group PLC Directors,

there exists a material uncertainty that

maycast significant doubt on the Group

andCompany’s ability to continue as a

goingconcern in such a scenario.

Assessment of viability

The viability period has been appraised

based on the Board approved base case

sensitised for the severe but plausible

downside cases noted above. None of the

modelled scenarios presented a significant

threat to the Group’s liquidity position

andability to meet covenant thresholds.

Each scenario considers available

mitigations to the Group in the event

thedownside scenario would materialise

and these include but are not limited to:

• freezing recruitment and a slowdown

ininvestment in recruitment and reward;

• reducing discretionary operating spend

such as marketing and travel;

• reducing non-committed capital

expenditure;

• revision of the existing dividend policy; and

• cost cutting measures in non-fee earning

areas including an acceleration of the

execution of the Group’s real estate

reduction strategy.

Conclusion

Based on the downside scenarios

modelledabove the Directors consider

theGroup to have sufficient resources

tocontinue in operation, comply with all

covenants over the viability period and to

meets its liabilities as they fall due across

the three-year assessment period.

Principal risks

All of the principal risks detailed on pages 42

to 44 have been considered but three

scenarios have been identified which are

linked to the Group’s principal risks and

would likely have a material impact on

theGroup’s business model were they

tocrystallise. These scenarios form the

severe but plausible downside scenario

thathas been assessed against the

Group’sprojected cash flow position

andbanking covenants over the

three-yearviability period.

Although not specially highlighted, the

scenarios noted above inherently include

the Finance and Reporting Risks which are

included within the Group’s principal risks.

Scenario Principal Risk Description

Proposed cash offer

for DWF PLC does not

materialise

Business, Commercial

andStrategy Risk

A scenario was modelled that the proposed

dealdidnot complete and therefore the

outlook wasassessed on the Net Assets,

Cashflows andexisting Covenants,

includingthe potentialshort-term downside

impact ontheLeverage covenant.

Commercial

downsidethat results

in Revenue downside

Business, Commercial

and Strategy Risk

PeopleRisk

That we see a reduction in demand caused

byeither macro environment factors,

commercial pipeline, attrition and our ability

toretain orattract the correct level of talent.

Increased inflationary

pressures

Business, Commercial

and Strategy Risk

Inflationary pressures that have been seen

inthemacro environment and acutely in the

legal sector result in increased overhead cost

base. The scenario modelled is that inflation

continues to rise above that set out in the

basecase.

Strategic report Governance Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 45

Non-Financial and Sustainability

InformationStatement

The following table sets out where stakeholders can find relevant non-financial information within this Annual Report and Accounts,

furtherto the Financial Reporting Directive requirements contained in sections 414CA and 414CB of the Companies Act 2006.

Wherepossible, it also states where additional information can be found that support these requirements.

Reporting topic Policies and standards which govern our approach Annual Report and Accounts section reference Page number

Environmental • Environmental, Social and

GovernanceStrategy

• Supplier Code of Conduct

• Sustainable Development Goals

Environmental, Social and Governance report 26 to 39

Employees • Environmental, Social and

GovernanceStrategy

• Code of Conduct

• Ethics Statement

• Diversity & Inclusion policy

• Speak Up policy and Helpline

Environmental, Social and Governance report –

Empowering our colleagues and our communities

Engaging with our stakeholders

Corporate Governance report

22 to 25

48 to 61

Social and

community

matters

• Environmental, Social and

GovernanceStrategy

• DWF Foundation

Environmental, Social and Governance report –

Empowering our colleagues and our communities

Engaging with our stakeholders

22 to 25

Respect for

human rights

• Environmental, Social and

GovernanceStrategy

• Supplier Code of Conduct

• Modern SlaveryStatement

• Human Rights policy

Environmental, Social and Governance report

Engaging with our stakeholders

26 to 39

22 to 25

Anti-bribery

andcorruption

• Anti-Bribery and Corruption policy Corporate Governance report 57

Business model Our business model 4 to 5

Principal risks

and uncertainties

• Risk taxonomy

• Risk register

Risk management

Principal risks

Risk Committee report

40 to 44

42 to 44

68 to 69

Non-financial

KPIs

• Environmental, Social and

GovernanceStrategy

Key performance indicators 14 to 15

Approval of the Strategic Report

By order of the Board

Jonathan Bloomer

Chair

24 August 2023

DWF Group plc | Annual Report and Accounts 202346

Governance

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 47

Chair’s governance overview

“Our values are at the heart of

our inclusive culture, providing a

clear foundation for our colleagues,

and are integral to the achievement

of our strategy.”

Jonathan Bloomer

Chair

Dear Shareholder,

On behalf of the Board, I am pleased to

present the Corporate Governance report

for the year ended 30 April 2023.

At DWF, we recognise the importance

ofeffective corporate governance in

supporting the long-term success and

sustainability of our business. This section

of the Annual Report and Accounts sets out

how we have ensured all of the Group’s

activities are underpinned by the highest

standards of corporate governance and

illustrates how the Board has considered

theGroup’s purpose and strategy

throughout its decision making.

Purpose, values and culture

The Board understands its role in setting

the tone of the Group’s culture, ensuring it

aligns with our purpose, values and strategy.

This is of particular importance when

considering the significant change the

Group has undergone in recent years,

andalso the continued headwinds

affectingall businesses globally.

Our values are at the heart of our inclusive

culture, providing a clear foundation for

ourcolleagues, and are integral to the

achievement of our strategy. They influence

actions and behaviours, complement

ourstrategic direction and support the

integration of colleagues that join our

business. As we continue our growth

strategy via acquisitions and associations,

this will be fundamental to our success.

Further information about our strategy,

values and culture can be found on pages2,

4, 10, and 12

Board membership, succession

planning and diversity

The Directors of the Company in office at the

date of this report and served throughout

the year, and up to the date of signing, are

listed on pages 50 to 51. The Nomination

Committee andthe Board have continued to

keep the composition and skills of the Board

and its committees under review, and there

are no plans for any changes at this time.

There were no changes to Board membership

during the financial year. In addition, the

Nomination Committee monitors external

appointments by Directors and significant

external appointments will be permitted

where they are not detrimental to the Group.

Succession planning and the development

of our talent pipeline has continued to be an

area of focus during the year. This has been

increasingly important given the divisional

restructure. Diversity of gender, ethnicity,

skills, background and personal strengths

are all important drivers of Board

effectiveness and are key to ensuring

wedeliver our strategy. Details on

succession planning can be found within

theNomination Committee report on

pages62 to 63.

At DWF, it is our vision to create a working

environment and culture where people of all

different backgrounds are able to contribute

at their highest level and where their

differences have a positive impact for

ourcolleagues, clients, communities and

Shareholders. This is underpinned by our

Diversity & Inclusion and Dignity at Work

policies. An inclusive and diverse culture

across the business improves effectiveness,

encourages constructive debate and

supports good decision making. Further

information on our Diversity & Inclusion

priorities can be found on page 29.

The Company currently has three women

onthe Board (30%) and five women on

theExecutive Board (40%), both of which

arerepresentative of the Group’s Diversity

&Inclusion targets.

For full details of the Board and Executive

Board composition, please see pages 50

to52 of this report.

Board effectiveness

As Chair of the Board, I am responsible

forproviding leadership to ensure

theoperation of an effective Board.

Inaccordance with the UK Corporate

Governance Code 2018 (the ‘Code’),

weconduct annual evaluations of the

effectiveness of the Board and its

committees, and this year we undertook

aninternal evaluation, following our

externally run evaluation conducted

bySCTConsultants on FY2021/22.

The evaluation was conducted using

acombination of questionnaires and

interviews. As a result, an action plan has

been developed and will be progressed

inFY2023/24. Overall, I am pleased to report

thatthe Board and its committees are

operating effectively.

Further details of the outcomes following

the Board evaluation can be found on

page61.

Environmental, Social and

Governance(‘ESG’)

The Board recognises the importance

ofESG matters and is committed to

strategically integrating and advancing our

sustainability efforts. The Group has made

progress towards the targets within our

ESGStrategy. Whilst there is more to do,

Iam confident in the direction of travel and

the Board will continue to ensure this stays

on track.

Furtherdetail onourESG Strategy can be

found onpages26 to 39 or, alternatively, in

the latest version of the ESG & Sustainability

Impact Report on our website.

Focus in FY2023/24

The Board has determined that the following

areas will be governance priorities for

FY2023/24:

• Monitoring progress against the

ESGStrategy

• Implementing the action plan that has

been developed following an internal

Board evaluation

Given the proposed transaction, the Board

will reassess its governance priorities as the

deal progresses.

Annual General Meeting

Our AGM will be held on 20 October 2023

at12.00pm. Full details of the meeting

arrangements and the resolutions to be

proposed to Shareholders can be found

inthe Notice of AGM which will be made

available on our website dwfgroup.com/

en/investors. The outcome of the resolutions

put to the AGM, including results of the poll,

will be published on the London Stock

Exchange’s and the Company’s websites

once the AGM has concluded.

I hope you find the information contained

within the Corporate Governance report

andthe rest of the Annual Report and

Accounts helpful and informative.

Jonathan Bloomer

Chair

24 August 2023

DWF Group plc | Annual Report and Accounts 202348

Board and Committee attendance table

Board meetings Audit Nomination Remuneration Risk

Sir Nigel Knowles

– – – –

Jonathan Bloomer

– –

Matt Doughty

– – – –

Chris Stefani

– – – –

Luke Savage

Tea Colaianni

Sam Tymms

U U U

Chris Sullivan

U U U U U

Michele Cicchetti

– – – –

Seema Bains

– – – –

Key to attendance

Attended meeting

Unable to attend meeting

–

Not required to attend meeting

Governance framework

Audit Committee

Remuneration Committee

The Board

Nomination Committee

Risk Committee

Disclosure Committee

The Disclosure Committee is

responsible for ensuring the

accurate and timely disclosure

ofinformation to the market,

tomeet the Company’s

obligations under the

MarketAbuse Regulation,

andtomonitor compliance

withthe Company’s disclosure

controls and procedures.

The Board sets the Group’s strategy

topromote the long-term sustainable

successofthe Group.

The Board provides leadership within

aframework of strong governance,

riskmanagement and effective controls.

Itoversees the performance and progress

oftheExecutive Committee against business

plans,utilising KPIs to support it inits

assessment. The Board is responsible

formonitoring the Group’s purpose,

valuesandculture.

The Board has a schedule of matters reserved

forits own decision which includes setting

profitexpectations and dividend policy and

approving major acquisitions, capital expenditure

and financing.

The Nomination Committee assists the Board in

reviewing the structure, composition and diversity

ofthe Board and its committees, succession planning,

evaluating the balance of skills, experience,

independence and knowledge on the Board, leading

the process for Board appointments, and making

recommendations to the Board on such matters.

It is also responsible for assisting with any evaluation

process, both internal and external, to assess the

overall and individual performance of the Board

andits committees, and reviewing the policies on

Diversity & Inclusion, as well as progress against

achieving objectives under those policies.

The Remuneration Committee assists the Board in

fulfilling its responsibilities in relation to remuneration,

including making recommendations to the Board on

the Company’s policy on remuneration, determining

the individual remuneration packages, including

pension rights and any compensation payments,

ofeach of the Company’s Executive Directors

andsenior management.

The Remuneration Committee is also responsible

forconsidering and making recommendations to

theBoard on the design and targets of share plans

and equity incentive plans and reviewing the ongoing

appropriateness and relevance of the remuneration

arrangements across the Group.

The Audit Committee assists the Board in discharging

its responsibilities including assessing the integrity

offinancial reporting, ensuring the independence

andeffectiveness of External and Internal Audit

functions and controls, reviewing the Company’s

annual and half-year financial statements,

makingrecommendations on the appointment,

reappointment and removal of the Auditor,

monitoring the independence of the Auditor,

reviewing the objectivity and effectiveness of the

audit process and reviewing the scope of the audit

and non-audit work undertaken by the Auditor.

The Risk Committee’s duties include oversight of the

Group Risk Management Framework and risk appetite,

providing advice to the Board in relation to the

assessment of the principal risks facing the Group,

themanagement and mitigation of those risks,

andconsidering the effectiveness of the Group’s

compliance function, as well as providing oversight and

advice to the Board in relation to future riskstrategy.

Standing CommitteeCommittees

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 49

Board of Directors

Jonathan Bloomer

Chair

Appointed to the Board: 1 August 2020

Committee memberships:

No Re

Key skills and experience:

Jonathan has over 40 years of experience

infinancial services and has significant

board experience both as an executive

andnon-executive director. His previous

positions include Chair of the JLT Employee

Benefits Group, Senior Independent

Director of Hargreaves Lansdowne plc,

andNon-Executive Director of Railtrack plc.

Jonathan was Group Chief Executive Officer

of Prudential Group plc and has held senior

roles at Arthur Andersen. Jonathan is

aFellow of the Institute of Chartered

Accountants in England and Wales.

Significant external appointments:

Chair of Morgan Stanley & Co International

plc, Hiscox plc and of SDL Property Services

GroupLimited

Seema Bains

Partner Director

Appointed to the Board: 22 October 2020

Committee memberships: None

Key skills and experience:

Seema is a senior partner in the Insurance

division and has led the Global Diversity

&Inclusion Leadership Group since its

formation in 2014. Before joining DWF,

Seema was an insurance partner at

Weightmans. She was admitted as a solicitor

by the Solicitors Regulation Authority in

1997 and is a registered foreign lawyer

withthe Law Society of Scotland.

Significant external appointments:

None

Chris Sullivan

Deputy Chair and Senior Independent

Non-Executive Director

Appointed to the Board: 1 November 2018

Committee memberships:

Au No Re Ri

Key skills and experience:

Chris was appointed Deputy Chair on

1 August 2020, in addition to his role as

Senior Independent Non-Executive Director

and the Designated Non-Executive Director

for the workforce. Chris has extensive

experience of corporate, investment and

retail banking and asset financing together

with general management experience.

Hisprevious roles include Chief Executive

ofthe Corporate Investment Bank at

Santander UK, Chief Executive of RBS

Insurance, Vice Chairman of the ABI

andChairman of the General Insurance

Committee. Chris earned a Fellowship of

theChartered Institute of Bankers Scotland.

Significant external appointments:

Senior Independent Director of Alfa Financial

Software Holdings PLC and Chair of the

Westminster Abbey Investment Committee

Sir Nigel Knowles

Group Chief Executive Officer

Appointed to the Board: 1 November 2018

Appointed Group Chief Executive Officer:

29 May 2020

Committee memberships: None

Key skills and experience:

Prior to Sir Nigel’s appointment as Group

Chief Executive Officer, he was Chair of the

Board from November 2018 to 28 May 2020

Sir Nigel spent over 38 years at DLA Piper,

aglobal law firm, where he was Global

Co-Chair and Senior Partner, and, previously,

Global Co-CEO and Managing Partner.

In 2009, he received a knighthood in

recognition of his services to the legal

industry. He was admitted as a solicitor by

the Solicitors Regulation Authority in 1980

and is a registered foreign lawyer with the

Law Society of Scotland.

Significant external appointments:

Chair of Zeus Capital Limited and of

MorsesClub plc

Chris Stefani

Chief Financial Officer

Appointed to the Board: 10 September 2018

Committee memberships: None

Key skills and experience:

Prior to joining DWF, Chris was the Finance

Director of Ernst & Young’s EMEIA Advisory

business. Chris held a number of senior

roles within Ernst & Young including the role

of Chief Finance Officer for Ernst & Young

Republic of Ireland. Chris has 20 years of

experience in the professional services

sector and extensive experience in advising

executive boards on all aspects of financial

management, control, and performance

andprofitability improvement, as well as a

record of optimising businesses to improve

profits and cost savings while supporting

revenue growth. Chris was admitted to

theAssociation of Chartered Certified

Accountants in 2001.

Significant external appointments:

None

Michele Cicchetti

Partner Director

Appointed to the Board: 22 October 2020

Committee memberships: None

Key skills and experience:

Michele is Managing Partner of DWF

inItalyand is widely regarded in Italy

asaspecialist in acquisition finance,

mergers&acquisitions and finance related

transactions. Before joining DWF, he was a

corporate finance partner at Pavia e Ansaldo

and has also gained significant experience

inthe banking and finance sector at White &

Case LLP. Michele was admitted as a solicitor

by the Italian Bar Association in 2005.

Significant external appointments:

Non-Executive Director of the Italian

subsidiary of Enfinity Global

DWF Group plc | Annual Report and Accounts 202350

Matthew Doughty

Chief Strategy & Growth Officer

Appointed to the Board: 1 November 2018

Committee memberships: None

Key skills and experience:

Prior to becoming an Executive Director on

22 October 2020, Matthew served on the

Board as Partner Director. He was Group

Chief Operating Officer between May 2020

and September 2022 before assuming his

current role. Matthew has been a partner at

DWF since June 2016 and has held corporate

partner roles at Squire Patton Boggs,

Dorsey & Whitney, and Addleshaw Goddard.

He was admitted as a solicitor by the

Solicitors Regulation Authority in 1996

andisa registered foreign lawyer with

theLawSociety of Scotland.

Significant external appointments:

None

Teresa Colaianni

Independent Non-Executive Director

Appointed to the Board: 1 November 2018

Committee memberships:

Re Ri Au No

Key skills and experience:

Teresa (Tea) has more than 30 years

ofexperience in human resources

management. She has previously served on

numerous boards including Bounty Brands

Holdings, Mothercare plc, and Poundland

Group plc. Tea’s previous roles include

Group Human Resources Director at

MerlinEntertainments and Vice President

ofHuman Resources, Europe,

atHiltonHotels Corporation.

Significant external appointments:

Senior Independent Non-Executive Director

of The Watches of Switzerland Group plc

Luke Savage

Independent Non-Executive Director

Appointed to the Board: 1 November 2018

Committee memberships:

Re Ri Au No

Key skills and experience:

Luke has more than 35 years of experience

in the financial and professional services

sector, with experience in managing

regulatory, analyst, investor and banking

relationships for major institutions. He has

held CFO positions at Standard Life and

Lloyd’s of London, and previously served

asaNon-Executive Director on a number

ofboards. Luke is a Fellow of the Institute

ofChartered Accountants of England

andWales.

Significant external appointments:

Chair of Chesnara PLC and of Numis

Securities plc

Samantha Tymms

(also known as Samantha Duncan)

Independent Non-Executive Director

Appointed to the Board: 1 December 2018

Committee memberships:

Re Ri Au No

Key skills and experience:

Samantha (Sam) has more than 30 years of

experience in the financial services sector,

including extensive work in corporate

governance and risk management. She

hasundertaken a number of roles at the

Financial Services Authority and previously

served as a Non-Executive Director on the

board of IG Group plc, and chaired its

riskcommittee.

Significant external appointments:

Managing Director at Promontory Financial

Group, a business unit of IBM Consulting.

Darren Drabble

Group General Counsel

& Company Secretary

Appointed as Company Secretary:

20 April 2021

Darren is responsible for providing senior

management with strategic legal advice,

while overseeing legal compliance, and

corporate governance across the Group.

Darren has more than 20 years of private

practice and in-house legal experience.

Previously, Darren was Group Legal Director

and Company Secretary at Radius Payment

Solutions, and prior to that was Group

General Counsel & Company Secretary of

Moneysupermarket.com Group PLC. Darren

is a member of the Law Society of England.

Key to Committee membership

Remuneration

Risk

Audit

Nomination

Chair

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 51

Executive Board as at 30 April 2023

Executive Board

Our Executive Board is fundamental

inpromoting our inclusive culture and

eachmember is the Executive Sponsor

toastrand of our Diversity & Inclusion

strategy, as shown in the table below.

Theyeach support the delivery of action

plans that encompass gender, race &

ethnicity, LGBT+, disability and mental

health. To ensure our inclusive culture

issetfrom the top, our three Executive

Directors are overall sponsors of the

implementation of our Board approved

Diversity & Inclusion strategy.

The role of the Executive Board is to lead the day-to-day

operational management of the Group. The Executive Board

comprises the Executive Directors, Divisional CEOs, Regional

Managing Partners, Central Services function heads and the

Head of Clients and Markets. Full biographies of our Executive

Board can be found on our website dwfgroup/en/investors.

Sir Nigel Knowles

Group Chief

ExecutiveOfficer

Sponsor:

Overall Diversity &

Inclusion

Chris Stefani

Chief Financial Officer

Sponsor:

Overall Diversity

&Inclusion

Matthew Doughty

Chief Growth &

Strategy Officer

Sponsor:

Overall Diversity

&Inclusion

Paul Rimmer

Legal Advisory

Sponsor:

Gender

Rob Marks

Mindcrest

Sponsor:

Flexible Working

Jason Ford

Connected Services

Sponsor:

Mental Health

Ignasi Costas*

Europe, Middle East &

Latin America and

Country Managing

Partner Spain

Sponsor:

Disability

Damien van

Brunschot

Australasia

Sponsor:

LGBT+

Jon Grainger

Chief Information

Officer

Sponsor:

Race & Ethnicity

Zelinda Bennett

Chief Marketing Officer

Sponsor:

Race & Ethnicity

Louise Rogerson

Chief People Officer

Sponsor:

Disability

Darren Drabble

Group General Counsel

& Company Secretary

Sponsor:

Mental Health

Deborah Abraham

Group Director of Risk

Sponsor:

Gender

Hilary Ross

Head of Clients

&Markets

Sponsor:

Gender

Kirsty Rogers

Group Head of ESG

andOffice Managing

Partner Manchester

Co-Chair of Gender

Network

Matt Glenville

Chief Operating Officer

Regional

Managing Partners

Divisional

CEOs

OtherExecutive

Directors

Central

Services

Executive Board

* Advisor to the Executive Board.

For complete biographies, please see dwfgroup.com/en/investors

DWF Group plc | Annual Report and Accounts 202352

Statement of compliance with the

UK Corporate Governance Code 2018 (the ‘Code’)

The Corporate Governance section of this

Annual Report and Accounts, which includes

the Committee reports, together with

certain disclosures contained in sections of

the Strategic Report, provide details of how

the Company applied the principles and

complied with the provisions of the Code

during the year ended 30 April 2023. This

Corporate Governance Statement fulfils the

requirements of the FCA’s Disclosure Guidance

and Transparency Rule 7.2 (‘DTR 7.2’). A copy

of the Code is available on the Financial

Reporting Council’s website, www.frc.org.uk.

For the year ended 30 April 2023, the Company

complied with all relevant principles and

provisions set out in the Code with the

exception of Provision 11 (at least half the

board, excluding the chair, should be non-

executive directors whom the board considers

to be independent). The Board comprises

the Chair of the Board, three Executive

Directors, four Independent Non-Executive

Directors and two Partner Directors.

The position of Partner Director is designated

by the Board as a Non-Independent,

Non-Executive Director position. A Partner

Director represents the partners of

DWFLaw LLP and DWF LLP and is therefore

a partner Shareholder representative

ontheBoard. Partner Directors are not

members of any committees of the Board.

If these unique Partner Director roles are

excluded from the analysis, then at least

halfthe Board, excluding the Chair, would

beNon-Executive Directors whom the

Board considers to be independent. Taking

this into account, and after discussing the

composition of the Board, the combination

of skills, experience and knowledge together

with the value of the input received and

diversity of thought from all members of

theBoard, the Board has concluded that

thecomposition of the Board provides

theappropriate balance of skills,

experienceandknowledge to be effective

and entrepreneurial in promoting the

long-term sustainable success of the Group,

generating value for Shareholders and

contributing to wider society. The Board

donot consider this to be a risk to the

standards of governance operating

withinthe Group. It has not been raised

asaconcern by Shareholders and not

highlighted as a concern as part of our

external board evaluation. The Board

considers the representation and views the

Partner Directors add to the Board to be

vitally important. The make up of the Board

has been considered during the course

ofthe year and will be kept under review.

You can find further information on

compliance with the Code as per the

charton this page.

For information on compliance with

DTR7.2.5, please see the pages referred

toinsection 4 of the chart.

Section 1: Board leadership and Company purpose

A. Effective and entrepreneurial board to promote the long-term sustainable success

ofthe company, generating value for shareholders and contributing to wider society

B. Purpose, values and strategy with alignment to culture

C. Resources for the company to meet its objectives and measure performance.

Controlsframework for management and assessment of risks

D. Effective engagement with shareholders and stakeholders

E. Consistency of workforce policies and practices to support long-term sustainable success

• Chair’s statement p04 to p05

• Strategic report p01 to p46

• Board engagement with key stakeholders p22 to p25

• Shareholder engagement p24, p25 and p57

• Audit and Risk Committee reports p64 to p69

• Conflicts of interest p90

Section 2: Division of responsibilities

F. Leadership of board by chair

G. Board composition and responsibilities

H. Role of non-executive directors

I. Company secretary, policies, processes, information, time and resources

• Board composition p52

• Key roles and responsibilities p58

• General qualifications required of all Directors p59

• Information and training p59

• Board appointments and succession planning p59 to p61

Section 3: Composition, succession and evaluation

J. Board appointments and succession plans for board and senior management and

promotion of diversity

K. Skills, experience and knowledge of board and length of service of board as a whole

L. Annual evaluation of board and directors and demonstration of whether each director

continues to contribute effectively

• Board composition p52

• Diversity, tenure and experience p59 to p61

• Board, committee and director performance evaluation p61

• Nomination Committee report p62 to p63

Section 4: Audit, risk and internal control – contains information required for DTR 7.2.5

M. Independence and effectiveness of internal and external audit functions and integrity

of financial and narrative statements

N. Fair, balanced and understandable assessment of the company’s position and prospects

O. Risk management and internal control framework and principal risks the company

iswilling to take to achieve its long-term objectives

• Audit and Risk Committee reports p64 to p69

• Strategic Report – Risk management, our approach p40 to p44

• Fair, balanced and understandable Annual Report p94

• Going concern basis of accounting p93, p94 and p105

• Viability statement p45

Section 5: Remuneration

P. Remuneration policies and practices to support strategy and promote long-term

sustainable success with executive remuneration aligned to company purpose andvalue

Q. Procedure for executive remuneration, director and senior management remuneration

R. Authorisation of remuneration outcomes

• Directors’ Remuneration Report p70 to p88

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 53

Board leadership and Company purpose

The Board has collective responsibility

topromote the long-term sustainable

success of the Group, generate value for

Shareholders and contribute to wider

society. An effective board develops its

collective vision of the purpose, values,

culture and behaviours to promote across

the Group in order to achieve the strategic

objectives it sets. This is achieved through

good governance and a board with the

necessary skills, knowledge and experience

to provide effective leadership to the Group.

The Board recognises the contribution made

by good governance to the Group’s success

and the importance of the right structures

to deliver the Group’s strategy.

How the Board operates

The Board has a standing schedule to meet

at least six times a year but holds further

meetings as required. Agenda planning is

undertaken in advance of every meeting

toensure there is an appropriate allocation

oftime to consider significant topics.

TheBoard and its committees held a

number ofmeetings in FY2022/23 at which

senior executives, external advisors and

independent advisors were invited to attend

and present on business developments

andgovernance matters. The Company

Secretary attended all scheduled Board

andcommittee meetings. All meetings

arestructured to allow open discussion.

The table on page 49 sets out attendance

atthe scheduled Board meetings during

FY2022/23. Additional meetings were held

throughout the year to discuss operational,

strategic, governance and regulatory

matters. If a Director was unable to attend

ameeting, they still received the papers in

advance of the scheduled meeting and any

input they provided was considered fully.

Regulation in England and Wales

As a legal business we also have to comply

with the regulatory requirements of the

Solicitors Regulation Authority (‘SRA’) in

England and Wales and take account of

regulations imposed by other relevant

legalregulatory bodies in every country

wework in. In particular, that regulatory

framework has led to a specific structure to

our Executive Board and to the structure of

theGroup, as well as to certain restrictions

on shareholding.

In addition to the standard requirements of

good governance, the applicable regulatory

regime imposes three major requirements

on the business:

1 The majority of executive management

responsible for the day-to-day running

ofa legal business must be lawyers.

Ourbusiness is managed by an

ExecutiveBoard (see page 52) and the

majority ofits members are lawyers.

2. A restriction on the holding of certain

interests in an SRA-licensed entity,

including holdings of 10% or more of the

voting rights by a non-authorised person,

unless such person has the prior

approval of the SRA. If someone

doesacquire such a holding and is not

authorised to do so, then the Company’s

Articles of Association entitle the

Company to impose certain restrictions

on all of that person’s shareholding,

which may include disenfranchisement

orcompulsory disposal of such shares.

Further details are set out on pages 91

and 92 of the Directors’ report.

3. As set out in the Company’s Articles of

Association and certain other Group

constitutional documents, the Company

and the Directors must ensure that

appropriate systems are implemented

and maintained to enable the provision

of legal services by the Group and our

colleagues, in accordance with the

professional duties of legal practitioners

in each jurisdiction in which they practise.

To the extent that there is any conflict,

orpotential conflict, between (i) the

Company’s and the Directors’ statutory

and other duties at law and under the

Articles of Association of the Company

toShareholders and (ii) the professional

duties of our colleagues and our Group

entities, then those professional duties

will prevail.

Matters Reserved for the Board

The Board has a formal schedule of matters

specifically reserved for its decision and

approval, which includes but is not limited

tothe following:

• Strategy, including responsibility for

theoverall leadership of the Group and

setting the Group’s vision, purpose, values

and standards, satisfying itself that these

align with the Group’s culture.

• Capital and structure, including changes

related to the Group’s capital structure,

major changes to the Group’s corporate

structure and changes to the Group’s

management and control structure.

• Board, committee and other

appointments, changes to the structure,

size and composition of the Board, and

succession planning for the Board and

senior management.

• Remuneration, including determining

theoverall Remuneration Policy, setting

the remuneration of the Independent

Non-Executive Directors and introduction

or amendments of the Group’s share

plans and equity incentive plans to be

putto Shareholders for approval.

• Financial and annual reporting,

including explanation of the Group’s

business model and strategy for

delivering the objectives of the Group,

approval of the Annual Report and

Accounts, and statements containing

financial information, including any

half-year report and preliminary

announcement of financial results.

• Contracts, including approval of

transactions that are material strategically

or by size and investments and capital

projects exceeding £1m per annum

and£10m in aggregate.

• Risk management and internal

controls, including ensuring that

theGroup manages risk effectively

byapproving its risk appetite.

• Partner matters, including approval of

lateral hires with associated costs of more

than £1m, expulsion of any partner of the

Group and determining the leaver status

of any partners and colleagues who

aremembers of the Executive Board.

• Policies, including approval of any new

key policies for the Group, or material

amendment to existing key policies.

Matters Reserved for the Board are reviewed

annually. You can find them on the Company’s

website dwfgroup.com/en/investors.

DWF Group plc | Annual Report and Accounts 202354

Key activities in FY2022/23

The Board recognises the value of

maintaining close relationships with its

stakeholders, understanding their views

andthe importance of these relationships

indelivering our strategy and the Group’s

purpose. The Group’s key stakeholders and

their differing perspectives are taken into

account as part of the Board’s discussions.

Section 172(1) of the Companies Act 2006

requires the Directors to act in a way they

consider, in good faith, would be most likely

to promote the success of the Company for

the benefit of our Shareholders as a whole.

In doing so, the Directors must have regard

to various matters identified in the

legislation. You can read more in our section

172(1) statement on pages 22 to 25 which

include some principal decisions taken by

the Board during the year.

Board meetings follow a carefully tailored

agenda that is agreed in advance by the

Chair, in conjunction with the Executive

Directors and Company Secretary. A typical

Board meeting will comprise reports on

operational and financial performance,

legaland governance updates and one

ortwo detailed deep dives into areas

ofparticular strategic importance.

Each meeting includes an update fromthe

Chairs of our committees on the

proceedings of those meetings, including

any key decisions, any material discussions

and any recommendations to the Board

forapproval.

The Board recognises the importance

ofengaging with and considering the

viewsofkey stakeholders in strategic

planning, decision making and building

long-termsustainability.

Stakeholder groups

Colleagues (employees and partners)

Clients

Suppliers

Debt providers

Shareholders

Communities

Regulators

Policymakers

Strategy and performance

Continued to monitor progress against the

Group’s strategic objectives through regular

updates from theGroup Chief Executive

Officer and Group Strategy & Growth Officer.

Deep dived into new acquisitions and

associations, and how they were performing

within the Group, reviewed next steps and

how they aligned with the Group strategy.

Approved various trading updates to the

market regarding performance against

budgetand the implementation of the

Group’s strategy.

Financial

Approved the annual budget and key

performance indicators, and monitored

theGroup’s achievement against them.

Recommended a final dividend for FY2021/22

of 3.25 pence per share and approved an

interim dividend for payment for FY2022/23

of 1.60 pence per share in line with the

Company’s dividend policy.

Approved the three-year plan.

Legal and risk management

Reviewed and approved the Group Risk

appetite. Received regular updates on

litigation and insurance claims across

theGroup.

Reviewed and considered the effectiveness

ofthe Group’s systems of internal controls

and Risk Management Framework.

Reviewed risk areas across the business

including cyber security, IT systems and data

infrastructure, and risks faced by each of the

Group’s divisions.

Board and Executive Board leadership

Reviewed and considered the composition

and diversity of theBoard andits committees,

including the implementation of a new Board

Diversity Policy in response to the changes

tothe Listing Rules.

Continued to monitor the skills, experience

and knowledge of the Board as a whole.

Continued to monitor the effectiveness

oftheoperating structure andapproved

appointments and resignations to/from

theExecutive Board.

ESG

Received reports on, and monitored

progress against, the targets andmeasures

in the Group ESGStrategy.

Reviewed and approved corporate

statements including the

ModernSlaveryStatement.

Received reports on people issues including

Diversity & Inclusion, colleague wellbeing

initiatives, and gender and ethnicity pay

gapreporting.

Governance

Received reports from the committees and

considered recommendations for approval

including leaver status determination,

UKtax strategy, a new Remuneration

Policyand changes to the Executive Board.

Updated the Matters Reserved for theBoard

and the committees’ Terms ofReference to

ensure they were appropriately scoped and

inaccordance with the requirements of

theCode.

Conducted an annual review of Board and

committee effectiveness, internally facilitated

by the Group Secretariat, and monitored

progress against the action plan to address

the areas for improvement.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 55

Board leadership and Company purpose continued

How our Board monitors culture

The Board establishes the Group’s purpose, values and strategy, and satisfies itself that these and its culture are aligned. Details can be

found on pages 04, 10 and 48. The following table demonstrates how the Board considered culture through various actions taken during

thefinancial year. The table also shows the linkage of culture to purpose.

Board action Links to culture Links to purpose

Non-Executive Directors as well as

Executive Directors participated in

virtualGlobal Town Halls and colleague

engagement events.

Provided a top-down approach to corporate culture and enabled

oversight of the culture through interaction with colleague

andpartners.

The Group Strategy & Growth Officer

andGroup Chief Operating Officer and

Chief People Officer provided updates

atBoardmeetings on peoplematters,

including people surveys.

Provided information tohelp understand the culture, through

dataon recruitment and retention of partners and colleague.

Feedback from surveys allowed the Board to gauge the culture.

Reviewed and approved all key

workforcerelated policies including

theSpeak Up policy.

Assisted assessment andoversight to ensure thatpolicies

reflectthe desired values and behaviours to help embed

thecorporate culture.

Reviewed and approved Modern

SlaveryStatement.

Enabled assessment ofthebroader culture oftheGroup

anditsrelationships with suppliers and customers.

Reviewed health andsafety matters,

forexample health andwellbeing.

Enabled feedback on the wellbeing of colleague and partners

whichassisted with monitoring of corporate culture.

Considered the views of Partner Directors

who attend allBoard meetings.

Provided an insight into the culture amongst partners and

theextent towhich thevalues and behaviours are embedded

withintheGroup.

Key

Colleagues Clients Communities

DWF Group plc | Annual Report and Accounts 202356

Workforce policies

The Board reviews and approves all

keypolicies that impact our workforce to

ensurethat policies and practices support

the Group’s purpose and reflect our values.

Our Global Code of Conduct sets out how

we put our values into practice. It also

provides practical advice on the individual

responsibilities of our colleagues and

guidance for certain scenarios, and

highlights the specific areas on which

theGroup has a zero tolerance approach.

Thishelps embed the values, behaviour

andprinciples as part of our culture.

The Group takes a zero tolerance

approachto bribery and corruption,

andtheAnti-Bribery and Corruption policy

continues to be reviewed on an annual

basis. This policy aims to protect the

integrity, independence and objectivity

ofthe Group, and to clarify the position

ofpartners and colleagues in giving or

receiving such gifts, invitations or hospitality,

and thereby to ensure compliance with

allapplicable laws and regulations. Where

appropriate, the policy is also communicated

to third parties, associated persons, clients

and contacts. It may also be incorporated

into contracts for the supply of goods

andservices.

Mandatory training is undertaken

byallourcolleagues on key policies,

withself-disclosure of completion now

required at half-year andfull-year check-ins,

to ensure that theyare understood

andembedded.

Information on how the Company invests

inand rewards its workforce can be found

on pages 9, 29, 30, 84 and 85.

Speak Up policy and helpline

We are committed to maintaining an

openculture with the highest standards

ofhonesty and accountability, a culture

where colleagues can report any legitimate

concerns in confidence. Our Speak Up policy

outlines the process to raise a concern

about wrongdoing, safe in the knowledge

that it will be investigated promptly and

effectively. The Speak-Up policy was

reviewed and updated during the year.

Reports made under the Speak Up policy

are reviewed by the Audit Committee and

the Audit Committee in turn reports to the

Board on an annual basis.

Shareholder engagement

The Board is committed to open and

transparent dialogue with Shareholders.

TheChair, Senior Independent

Non-Executive Director and other

Non-Executive Directors are available to

meet with major Shareholders on request.

The Group ensures that it communicates

theinformation that its investors require

through Regulatory News Announcements,

press releases and the Annual Report

andAccounts.

Our AGM, to be held on 20 October 2023,

willprovide an opportunity for further

Shareholder engagement, for the Chair

toexplain the Company’s progress and,

alongside other members of the Board,

toanswer any questions.

Shareholder activities during the year

• Committee Chairs engaged with

Shareholders on significant matters

relating to their areas of responsibility,

including in respect of the global

ESGStrategy.

• Investor and analyst presentations

wereheld following the announcement

ofourfull-year and half-year results.

• After those presentations, investor

roadshows were held with key

Shareholders and prospective investors.

• The Executive Directors continued to

beactive participants in market events.

Shareholders by type

Retail

34.14%

Asset Manager

18.83%

Other

8.77%

Employees

7.63%

Private Equity/Venture Capital

5.62%

Private Investor

5.45%

Mutual Fund Manager

5.16%

EO Broker

4.71%

Wealth Management

3.39%

Company related

3.31%

Pension Fund Manager

3.08%

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 57

Division of responsibilities

DWF Group plc Board

The Board provides leadership within a framework of

prudent and effective controls. There is a clear division

of responsibility amongst the Board with the overarching

goal to promote the Group’s long-term sustainable success.

The Board has established four committees

and one standing committee. In addition

tothe schedule of Matters Reserved for

theBoard, each committee has written

Terms of Reference defining its role

andresponsibilities.

These are reviewed annually and the current

versions can be found on the Company’s

website dwfgroup.com/en/investors.

Membership of the Audit Committee

andthe Risk Committee is limited to

Independent Non-Executive Directors,

inaccordance with the Code. TheChair of

the Board chairs the Nomination Committee

and is a member ofthe Remuneration

Committee. AllIndependent Non-Executive

Directors siton all four committees.

There is a clear division of responsibility between the running of the Board by Jonathan Bloomer and the responsibility for the running

ofthe Group’s business by Sir Nigel Knowles. The following table sets out the policy on the division of responsibilities of the Board

duringthe year ended 30 April 2023.

Role Responsibilities

Chair of the Board (a) Leadership of the Board and ensuring its effectiveness on all aspects of its role

(b) To chair and set the agenda of all meetings of the Board

of Non-Executive Directors and Partner Directors

(d) To communicate with Shareholders and other stakeholders

Deputy Chair of the Board

andSeniorIndependent

Non‑Executive Director

(a) To step into the role of the Chair, in the Chair’s absence

(b) To act as a sounding board for the Chair and to serve as an intermediary for the

otherDirectors

ondivision of responsibilities

(d) To be available to Shareholders if they have concerns that cannot be or have not been

addressed, or are inappropriate to be addressed through the usual channels of the Chair,

the Group Chief Executive Officer or the Chief Financial Officer

Group Chief ExecutiveOfficer (a) Responsible for the day-to-day management of the businesses of the Group in

accordance with such policies and directions as the Board of the Company may

determine from time to time

(b) To manage the Group’s operations, including the development of strategic plans

(d) To provide effective leadership of senior management of the Group in the day-to-day

running of the Group’s business and oversight of executive meetings

Chief Financial Officer (a) To manage all aspects of the Group’s financial affairs and to contribute to the

management of the Group’s operations

Group Strategy & Growth Officer (a) To collaborate with and support the Group Chief Executive Officer to effectively design,

implement and execute the Company’s strategy in accordance with such policies and

directions as the Board of the Company may determine from time to time

Independent

Non‑Executive Directors

(a) To constructively challenge and contribute to the development of strategy

(b) To scrutinise management performance against agreed goals and objectives,

andtheon-going appropriateness of those objectives

challenge to Executive Directors and senior management

(d) To ensure financial controls and risk management systems are strong and secure

(e) To take into account the views of Shareholders and other key stakeholders

whereappropriate

Partner Directors (a) To constructively challenge and contribute to the development of strategy

(b) To scrutinise management performance against agreed goals and objectives

and the senior management

(d) To into account the views of Shareholders and other stakeholders where appropriate

(e) To devise and recommend proposals for the Board to have meaningful and regular

dialogue with all of the Group’s partners and colleagues

DWF Group plc | Annual Report and Accounts 202358

Composition, succession and evaluation

Board changes during the year

There were no changes to the Board during

the financial year to 30 April 2023.

As at 30 April 2023, the Board comprised

10Directors, made up of the Chair,

whowasindependent on appointment,

three Executive Directors, four Independent

Non-Executive Directors including the

Senior Independent Non-Executive Director

and two Partner Directors.

Our unique structure means we also have

two Board positions for Partner Directors,

each of whom serves for an initial term of

upto three years. The Partner Directors

have a specific role which, while similar to

that of a Non-Independent Non-Executive

Director, includes providing constructive

challenge to executive decisions from a

standpoint within the business. They are

notentitled to receive a fee for undertaking

their role as Partner Directors but are

remunerated as other partners are from

their membership of our Group entities.

Forthe purpose of the Directors’

Remuneration Report, they are treated as

Non-Independent Non-Executive Directors.

The Independent Non-Executive Directors

bring a broad perspective to the

deliberations of the Board, having been

selected for their diverse commercial

andsector expertise rather than a

legalbackground. The combination

ofskillsandexperience of the Board

isillustratedopposite.

Regulation

To comply with certain local regulatory

requirements, the majority of our Executive

Board must be lawyers. Our Executive Board

meets this requirement with 8 of the

15 members being lawyers.

Board succession

The Nomination Committee continues

toreview succession plans for the Board

andExecutive Board each year. Further

information on our approach to succession

planning, our Diversity & Inclusion policy

and Board appointments can be found

inthe Nomination Committee report on

pages62 to 63.

Board induction and training

Induction programmes are provided for

allnew Directors, which are tailored to each

new appointee. Each programme includes:

acomprehensive induction pack of

background information relating to the

Company and the Group, alongside material

on governance matters; introductory

meetings with their Board colleagues,

theGroup General Counsel & Company

Secretary, senior management, other key

colleagues within the Group, and, when

relevant, the Company’s advisors. The

induction programme is designed to ensure

that all new Directors develop sufficient

knowledge and understanding of the

Groupand our businesses, colleagues

andprocesses, as well as of their duties as

Directors of the Company, to oversee the

operations of the Group and contribute

effectively to strategic discussions.

Ongoing and tailored training is provided

forall Directors, as necessary, to provide

oversight and broaden knowledge of the

Group and the matters affecting it. The

General Counsel & Company Secretary is

responsible for supporting the Chair of the

Board in defining the training programme

and maintaining the training agenda for the

Board and its committees during the year.

Training comprised a mixture of formal and

informal training sessions, as well as deep

dives into the Group’s businesses.

Non‑Executive Directors’ independence

and time commitment

Non-Executive Directors are required to be

independent in character and judgement.

Any relationships that may interfere

materially with this judgement are disclosed

under the Conflicts of Interest policy,

seepage 90. On behalf of the Board,

theNomination Committee assesses the

Non-Executive Directors’ independence,

skills, knowledge, experience and time

commitment annually. Additional external

appointments will not be undertaken without

approval from the Nomination Committee.

The Nomination Committee concluded

thatevery current Non-Executive Director,

with exception of the Partner Directors,

isindependent. Each Non-Executive Director

continues to contribute effectively, and

demonstrates they were committed to

therole. Each current Director will submit

themselves for election or re-election at the

2023 AGM, in line with the recommendations

of the Code.

Board and committee support

The Company has systems in place

toensure the Board is supplied with

appropriate and timely information that

helps Board members discharge their

duties. We utilise a fully encrypted electronic

Board portal to distribute Board and

committee papers, which also enables the

efficient distribution of business updates

and other resources to the Board. Board

members may request additional information

or variations to regular reporting as required.

The Group General Counsel & Company

Secretary is responsible to the Chair

foradvising the Board on all governance

matters. The Group General Counsel &

Company Secretary has been appointed

secretary to all the committees of the Board

and meets regularly with the respective

Chairs to brief them on areas of governance

and committee requirements. All Directors

also have access to the advice and services

of the Group General Counsel & Company

Secretary. They are also able to take

independent legal and professional advice

when they believe it is necessary to do so.

Length of tenure

Number of Directors

0-2 years

3–5 years

5+ years

0 1 2 3 4 5 6 7 8 9

Board skills and experience

2021/22

Environmental, Social & Governance

International Business Experience

PLC Experience/Corporate Governance

Professional Services

Risk Management and Risk Mitigation

Strategy

Finance Capital Markets

Human Resources

Mergers & Acquisitions

Regulatory

Transformation/Growth

Finance/Accounting/Audit

Information Technology

0% 45%

90%

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 59

Diversity & Inclusion

The Board recognises the value diversity

brings to the boardroom, and believes the

Board will perform better, and gain wider

support for its overall objectives and

strategy, if it includes the best people

available, who also represent a wide range

ofbackgrounds, skills, experience and views.

The Company has aimed to appoint a

diverse Board of highly talented individuals,

from a mixture of gender, ethnicity and

social backgrounds, with a view to the Board

meeting the recommendations of both the

Hampton-Alexander and Parker Reviews.

The Nomination Committee recognises the

need for development of a diverse pipeline

for succession to senior management within

the business itself.

The Board and the Executive Board are

committed to building a diverse and

inclusive environment where our colleagues

can bring their whole self to work and

enable our diversity to truly flourish.

We encourage and support our colleagues

to take ownership and responsibility for our

inclusion agenda. The Board is committed to

enhancing itscurrent gender diversity in line

with best practice. Whilst none of the senior

Board positions were held by women as at

30 April 2023, they do occupy leadership

positions on the Board, with two of the four

committee chairs being women. When

vacancies in any of the senior positions of

the Board become available, theNomination

Committee will take into account the

diversity of the Board when undergoing the

recruitment process. ABoard Diversity

Policy is in operation andcomplements the

Diversity Policy that applies more widely to

the organisation. TheNomination

Committee will continue tomonitor gender

diversity on the Board and within senior

Board positions, and willconsider making

recommendations forchange, as required.

The Board appreciates that diversity

includes, but is not limited to, gender

andseeks to encourage diversity of gender,

social and ethnic backgrounds, cognitive

and personal strengths at Board level and

throughout the Group. One member of the

Board is from a minority ethnic background.

More information on DWF’s Diversity &

Inclusion strategy, benchmarking and

targets can be found within the ESG report

on page 29.

The following tables provide a summary

ofthe Board, Executive Board, senior

management and all colleagues’ gender

diversity as at 30 April 2023. This data was

collected by colleagues voluntarily inputting

this information into our HR system.

Individuals were asked a number of

questions including gender identity,

ethnicity, sexual orientation, disability

andsocioeconomic background.

Table for reporting on gender identity or sex

Number of

Board members

Percentage of

theBoard

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men 7 70% 4 10 66.67%

Women 3 30% 0 5 33.33%

Other categories 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

Table for reporting on ethnic background

Number of

Board members

Percentage of

theBoard

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White

(includingminority-white groups) 8 80% 4 13 86.67%

Mixed/Multiple Ethnic Groups 0 0% 0 0 0%

Asian/Asian British 1 10% 0 0 0%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

Not specified/prefer not to say 1 10% 0 2 13.33%

Composition, succession and evaluation continued

DWF Group plc | Annual Report and Accounts 202360

Board and committee evaluation

During FY2021/22, the Board undertook

anexternal Board evaluation and

theBoardhas continued to regularly

monitor progressagainst theaction plan

that was subsequently developed. During

the year, the Board made the following

notable progress against the plan:

• Use of Board templates is encouraged by

all presenters in Board meetings (except

for the submission), ensuring clear and

consistent information flows to the Board.

• Workforce engagement events with

Non-Executive Directors were held in

London and Manchester, with positive

feedback received from colleagues.

• Plans were implemented to hold

Boardmeetings at different offices,

including overseas.

• Talent is on the Board forward agenda

fordiscussion bi-annually.

• The Chief Executive Officer and Chief

Operating Officer reports have been

reformatted to be structured around the

different strategic initiatives to facilitate

aclearer understanding by the Board

ofprogress against strategy.

• A number of strategic plan items form

part of the rolling annual Board agenda

as‘deep dives’ to ensure the Board is

ableto review the implementation of

theGroup strategy.

For FY2022/23, itwas agreed to undertake

an internally facilitated evaluation of the

Board, ledbytheGroup Secretariat.

This evaluation considered the Board as

awhole, the operation of each committee,

theperformance of individual Directors,

aswell as the Chair. All Board members

participated in the evaluation, which was

undertaken confidentially using anonymous

questionnaires to be completed by each

Director and one-to-one interviews between

each Director and the Chair. The Board

discussed the findings of the evaluation at

ameeting and the Board evaluation action

plan was subsequently updated and agreed

with the Chair. Progress against this plan will

continue to be monitored on a regular basis.

The main findings of the Board and

committee evaluation process, together

withrelated actions for the year ended

30 April 2023, are asfollows:

Evaluation finding Action for FY2023/24

Board • When looking at refreshing the Board, consider developing the Board’s membership to include a Non-Executive

Director with extensive legal services sector knowledge and experience.

• In conjunction with the new Chief People Officer, regularly monitor and review top talent within the organisation.

• Continue to ensure sufficient time is devoted to post-investment appraisals, including reviewing KPIs and

financial data.

Stakeholders • Continue to maintain relationships with stakeholders and consider levels of engagement with a wider spectrum

of stakeholders, such as Partner Shareholders.

• Keep under review the Group’s societal impact, including ensuring more regular oversight of the work of the

DWF Foundation.

Culture • Continue to assess and monitor culture to ensure this is well defined and understood at all levels of

theorganisation.

• Expand the locations that colleague engagement events are held with the Non-Executive Directors.

Table for reporting on gender identity or sex – senior management

Number of

senior management

Percentage of

senior management

Men 66 56%

Women 51 32%

Other categories 0 0%

Not specified/prefer not to say 0 0%

Table for reporting on gender identity or sex – all employee gender

Number of

employees

Percentage of

employees

Men 1776 41%

Women 2564 59%

Other categories 0 0%

Not specified/prefer not to say 15 0.3%

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 61

Nomination Committee report

“ Following an orderly transition

the Committee has monitored

the effectiveness of these changes...

this new operating structure is

performing in line with expectations.”

Jonathan Bloomer

Chair, Nomination Committee

Dear Shareholder,

The Group implemented a new operating

structure on 1 May 2023 consisting ofthree

divisions; Commercial Services, Insurance

Services and Legal Operations. Aspart of

this change, the Nomination Committee

(the‘Committee’) made recommendations

to the Board regarding divisional leadership.

Existing divisional CEOs Rob Marks and

PaulRimmer were appointed as CEO of

Legal Operations and CEO of Legal Services

respectively. Matt Doughty was appointed

as CEO of Insurance Services andwill take

on this role in addition to his current role

ofChief Strategy & Growth officer.

Followingan orderly transition, the

Committee has monitored theeffectiveness

of these changes and Iampleased to

reportthat this new operating structure

isperforming in line with expectations.

During FY2022/23, the Committee

continued to focus its attention on ensuring

orderly succession for the Board and

Executive Board, to ensure that the right

people are in the right place to deliver

theGroup’s strategy and that there is

continuous talent management to ensure

adiverse pipeline of individuals fully

abletodeliver the strategy in the future.

Inaccordance with our policy commitment,

all appointments to the Board are made

onmerit, taking into consideration

therequirements of the UK Corporate

Governance Code 2018 (the ‘Code’)

andensuring that the business continues

tohave the appropriate mix of skills,

experience, independence and knowledge

for its continued effectiveness.

The Committee has considered succession

plans for the Board and Executive Board

atregular intervals. The Group maintains

astrong focus on Diversity & Inclusion and,

throughout the year, the Committee

continued its focus on the Diversity &

Inclusion policy and the Group’s diversity

targets, on which further information can

befound on page 29.

Governance

Our Partner Directors have continued in

their roles and the Committee has taken

care to monitor the effectiveness of these

unique positions. The Partner Directors

have continued to attend the Risk and

AuditCommittee meetings, using their

expertise and experience to add to the

strength ofdiscussion at these Committees.

Theircontribution is highly valued by

theNon-Executive Directors.

Further information on the considerations

taken by the Board regarding the composition

ofthe Board can be found on page 53.

Jonathan Bloomer

Chair, Nomination Committee

Members

Jonathan Bloomer (Chair)

Luke Savage

Tea Colaianni

Sam Tymms

Chris Sullivan

Each member’s expertise and experience

is set out in their biography on pages 50

and 51, alongside their attendance at

Committee meetings.

Focus in FY2022/23

• Monitored progress against the Group’s

Diversity & Inclusion targets in line with

the Group’s Diversity & Inclusion policy

• Considered succession planning

arrangements for senior management

to the Board and Executive Board

• Reviewed the structure, size and

composition of the Board and its

committees

• Considered the skills, experience,

independence and knowledge

requiredto ensure the business

continues to beeffective

Focus in FY2023/24

• Ensure there are adequate, and

appropriately diverse, succession

plansin place for the Board and

ExecutiveCommittee

• Consider the position of the incumbent

Partner Directors, ensuring adequate

partner representation andacontinual

refreshing of this role

DWF Group plc | Annual Report and Accounts 202362

Responsibilities

The Committee’s main responsibilities include:

• regularly reviewing the structure,

sizeandcomposition of the Board

andmaking recommendations to

theBoard with regard to any changes;

• giving full consideration to succession

planning for Directors and senior

management and overseeing a

diversepipeline for succession;

• keeping the leadership needs of the Group

under review with a view to ensuring the

continued ability of the Group to compete

effectively in the market;

• identifying and nominating, for the

approval of the Board, candidates to fill

Board and senior management vacancies

when they arise; and

• keeping under review the Group’s policy

on diversity, including gender, age,

educational and professional background

and any measurable objectives that

ithasset in implementing the policy,

andprogress on achieving the objectives.

The Committee’s duties and responsibilities

are set out in its Terms of Reference,

whichare reviewed annually.

Theseareavailable on the Group’s

websiteat dwfgroup.com/en/investors.

Membership

The Committee is made up of a minimum

ofthree members, a majority of whom

areIndependent Non-Executive Directors.

TheChair of the Board chairs the Committee

except when the Committee is dealing

withthe appointment of a successor

totheChair of the Board.

Meetings

The Committee holds a minimum of two

meetings each year and meets at such

othertimes as the Chair of the Committee

shall require. To enable it to carry out its

responsibilities, the Committee has an

annual rolling agenda maintained by the

Company Secretary, and regularly reviewed

in conjunction with the Chair of the

Committee. The Company Secretary also

maintains a tracker of actions arising from

meetings. At the next scheduled Board

meeting, the Chair of the Committee reports

formally to the Board on the Committee’s

proceedings, including how it has discharged

its responsibilities.

The Committee held two scheduled

meetings during FY2022/23 and the table

on page 49 provides details of members’

attendance at those meetings. At the

invitation of the Chair of the Committee,

other regular attendees, who can withdraw

as necessary, were in attendance at some

orall of the meetings. These included the

Chief Executive Officer, Chief Financial

Officer, Chief Strategy & Growth Officer,

Group General Counsel & Company

Secretary, the Chief People Officer

andtheDeputy Company Secretary.

The table below summarises the key activities and considerations of the Committee during the year

Board composition Succession planning Diversity & Inclusion Governance

• Regularly reviewed the

structure, size and

composition of the Board,

taking into consideration

theskills, experience,

independence and

knowledge required

toensure the business

continued to be effective

• Approved and oversaw

policies and procedures by

which applicable partners

ofthe Group were able to

nominate themselves to the

Committee for the position

ofPartner Director

• Reviewed the time required

from an Independent

Non-Executive Director and

assessed whether he or she

contributed effectively and

demonstrated commitment

to the role

Additional detail can also

befound on page 53 of the

Corporate Governance report

• Gave full consideration to

succession planning and

oversaw the development

ofa diverse pipeline for

succession for Directors

andsenior management

• Kept the senior management

arrangements of the Group

under review to ensure the

continued ability of the

Group to compete effectively

in the market and was

informed about the issues

affecting the Group and the

market in which it operates

• Identified and nominated,

forthe approval of the Board,

candidates to fill senior

management vacancies as

they arose or a new need

emerged taking into account

the challenges and

opportunities facing the

Group and the skills and

expertise needed in

thefuture

• Kept under review the Group’s

policy on Diversity & Inclusion

and progress against

achieving the measurable

objectives that ithas set

inimplementing thepolicy

• Considered diversity in all

appointments and succession

planning discussions and

processes to promote new

and innovative thinking,

maximise the use of talent,

and support better business

decisions and governance

• Actively supported the drive

towards our diversity goals

throughout the year to make

a significant contribution

toour Diversity & Inclusion

agenda, maintain competitive

advantage, and enable

ourcolleagues to operate in

a way that maximises their

contribution to our business

Additional detail can also

befound on page 60of the

Corporate Governance report

• Reviewed the Committee’s

performance to ensure it

isoperating at maximum

effectiveness

• Produced a report describing

the roles and responsibilities

of the Committee and the

actions taken by the

Committee to discharge

those responsibilities for

inclusion in the Annual

Report and Accounts

• Considered the Board and

Committee evaluation

process and the skills

assessment of the Board to

inform the Committee’s

reviews of Board

composition and its

processes for appointments

to the Board

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 63

Audit, risk and internal control

Audit Committee report

“ I am pleased to report that

the Committee considered itself

to be performing effectively.”

Luke Savage

Chair, Audit Committee

Dear Shareholder,

I am pleased to present the report on

theactivities of the Audit Committee

(the‘Committee’) for the period ended

30 April 2023. During the period, the

Committee has continued to monitor the

integrity of the Group’s financial reporting,

assess the effectiveness of internal control

processes, oversee the work and quality

ofthe Group’s Internal Audit function, and

monitor the quality of audit provided by the

External Auditor, Pricewaterhouse Coopers

LLP (‘PwC’), with particular regard to its

effectiveness, objectivity and independence.

The principal matters on which the

Committee focused in FY2022/23 are set

out in this report. These included regularly

reviewing significant issues, accounting

policies and areas of management

judgement, monitoring the half-year

andfull-year results timetables and all

applicable documentation, maintaining

agood relationship with both the Internal

andExternal Auditors, and monitoring

theirperformance, and management

ofanyimpact on the Group’s systems

ofriskmanagement and internal control.

During the year, an internal evaluation

oftheeffectiveness of the Committee

wasconducted, as part of the Board

evaluation process, further detail of

whichcan be found on pages 48 and 61.

TheCommittee considered the outcomes

ofthe internal evaluation as it pertained

toits own performance and effectiveness.

Iampleased to report that the Committee

considered itself tobeperforming effectively.

If you would like to ask any questions about

our work during the year at the AGM, please

see the notes to the Notice of AGM which

sets out the arrangements for this year.

Luke Savage

Chair, Audit Committee

Responsibilities

The Committee’s main responsibilities include:

• monitoring the Group’s financial reporting

process and the integrity of the financial

statements and any significant financial

reporting judgements;

• reviewing and challenging the adequacy

and effectiveness of the Group’s internal

financial controls (that is, the systems

established to identify, assess, manage

and monitor financial risks) and the

Group’s internal control and risk

management systems;

• reviewing the objectivity and effectiveness

of the audit process and reviewing the

scope of the audit and non-audit work

undertaken by the External Auditor;

• annually approving the Group’s Internal

Audit Plan and Charter, and receiving

regular reports on internal audits;

• monitoring the work of the Internal

Auditfunction;

• evaluating and challenging the External

Auditor’s role, work and effectiveness; and

• overseeing compliance with applicable

legal and regulatory requirements,

including monitoring ethics and

compliance risks.

The Committee’s duties and responsibilities

are set out in its Terms of Reference,

whichare reviewed annually. These are

available on the Group’s website at

dwfgroup.com/en/investors.

Membership

The Committee is made up of a minimum

ofthree members, each an Independent

Non-Executive Director. The Chair of the

Board is not a member of the Committee

but may attend its meetings by invitation.

For the purposes of the UK Corporate

Governance Code 2018 (the ‘Code’),

theChair of the Committee, Luke Savage,

qualifies as a person with recent and

relevant financial experience. The

Committee as a whole has competence

relevant to the legal and business services

sectors in which the Group operates.

Members

Luke Savage

(Chair)

Tea Colaianni

Sam Tymms

Chris Sullivan

Each member’s expertise and experience

is set out in their biography on pages 50

and 51, alongside their attendance at

Committee meetings.

Focus in FY2022/23

• Monitored the quality of audit

providedby the External Auditor

• Continued to monitor the integrity

ofthe Group’s financial reporting

• Assessed the effectiveness

ofinternalcontrol processes

Focus in FY2023/24

• Continue to monitor the quality of

auditprovided by the External Auditor

• Continue to monitor the integrity

oftheGroup’s financial reporting

• Continue to assess the effectiveness

ofinternal control processes

1 Luke Savage qualifies as a person with recent

andrelevant financial experience.

DWF Group plc | Annual Report and Accounts 202364

The table below summarises the key activities of the Committee during the year

Reporting, internal controls and risk management Internal audit External audit Governance

• Monitored the effectiveness of the financial reporting

process, including review ofthe Company’s annual

andhalf-year reports, preliminary announcements

andanyother formal announcements relating tothe

Company’s financial performance, alongside reports

frommanagement and the External Auditor

• Considered and reported tothe Board on significant

financial reporting issues andjudgements contained

inthem, andsubmitted recommendations and proposals

to ensure the integrity of the financial reporting process.

The key areas of judgement or assumption considered

bytheCommittee anddiscussed with management

andthe External Auditor are setout on page 66

• Reviewed the clarity andcompleteness of disclosures

inthe financial reports and statements and considered

whether the disclosures made were set properly incontext

• Reviewed all material information presented with

thefinancial statements, such as theStrategic report,

Directors’ report and the Corporate Governance

statement (in so far as itrelates to the audit)

• Reviewed the assessment ofgoing concern and the

viability statement in respect ofthese financial statements

• Concluded that these Annual Reports and Accounts when

taken asa whole were fair, balanced and understandable

and provided sufficient information to enable thereader

to assess the Group’s position and performance, business

modeland strategy

• Kept under review theadequacy and effectiveness of the

Group’s internal financialcontrols (that is, thesystems

established to identify, assess, manage and monitor

financial risk and riskmanagement systems

• Received regular reportsonany control deficiencies

identified and considered the adequacy of management’s

response to identified deficiencies including mitigation

actions taken andthe implementation oflonger-term

control improvements

• Considered reports from the External Auditor on progress

and the results of the External Auditor’s testing ofcontrols

as partof the External Auditor’s work

• Reviewed the adequacy and security of the Group’s

SpeakUp policy arrangements whereby colleagues

andcontractors ofthe Group may, inconfidence,

raiseconcerns about possible improprieties in financial

reporting or other matters, and monitored any

incidencesof reports madeunder the policy

• Reviewed and approved theGroup’s tax strategy

andtaxpolicy

• Reviewed and approved

the annual schedule

ofwork of theInternal

Auditfunction

• Approved the Internal

Audit Charter

• Received reports on the

results of the Internal

Auditor’s work on a

periodic basis and

received reports

addressed to the

Committee from

theInternal Auditor

• Monitored and reviewed

the effectiveness of the

work of the Internal

Auditfunction including

the capacity within

thefunction

• Oversaw the

relationship with

theExternal Auditor,

including agreeing

remuneration, terms of

engagement and scope

of, and plan for, annual

and interim audits

• Monitored the audit

ofthe Company and

consolidated financial

statements ensuring

aneffective and

high-quality audit

wasconducted

• Assessed the External

Auditor’s independence

andobjectivity and the

effectiveness of the

externalaudit process

• Ensured co-ordination

with theactivities of the

Internal Audit function

and evaluated the risks

tothe quality and

effectiveness of the

financial reporting

process in light

oftheAuditor’s

communications

withtheCommittee

• Reviewed, and oversaw

the application of, the

Group’s formal policy

onthe provision of

non-audit services

bythe External Auditor

as described further

onpage 67

• Conducted an annual

review of its Terms

ofReference

• Reviewed the outcomes

of aninternal evaluation

of the Committee’s

performance toensure

it is operating at

maximum effectiveness

• Compiled a report

describing the roles

andresponsibilities of

the Committee and the

actions taken by the

Committee to discharge

those responsibilities for

inclusion in the Annual

Report and Accounts

Meetings

The Committee meets at least four times

ayear, to coincide with key dates in the

financial reporting and audit cycle, and

otherwise as the Chair requires. To enable

itto carry out its responsibilities, the

Committee has an annual rolling agenda

maintained by the Company Secretary,

andregularly reviewed in conjunction with

the Chair of the Committee. The Company

Secretary also maintains a tracker of actions

arising from meetings. This ensures that

theagenda for each meeting aligns with

both the financial reporting and audit cycle,

aswell as particular matters arising

throughout the year considered

appropriateby the Committee for its

scrutiny. At the next scheduled Board

meeting, the Chair ofthe Committee

reportsformally to the Board on the

proceedings of the Committee, including

how it has discharged its responsibilities.

The Committee held four scheduled

meetings during FY2022/23 and the table

on page 49 provides details of members’

attendance at those meetings. At the

invitation of the Chair of the Committee,

other regular attendees, who can withdraw

as necessary, included at some or all

ofthemeetings: the External Auditor,

theChairof the Board, the Group Chief

Executive Officer, the Chief Financial Officer,

the Group Chief Operating Officer,

theGroup General Counsel & Company

Secretary, the Deputy Chief Financial Officer,

the Group Director of Risk, the Head of

Internal Audit, Deputy Company Secretary

and the SeniorAssistant Company

Secretary. TheCommittee also met

privatelywith theExternal Auditor and

theHead of Internal Audit during the year.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 65

Audit Committee report continued

Key areas of judgement

In relation to the period under review, the Committee assessed the appropriateness of the accounting policies adopted and the

reasonableness of any judgements and estimates. The Committee considered management papers and reports, in conjunction

withreports from the External Auditor, in considering the following key areas of judgement and how to address them.

Key judgement Detail of key judgement How addressed by the Committee

Unbilled

revenue

There are significant estimates involved in valuing

theGroup’s unbilled revenue and the amount

that is expected to be recoverable from clients

on unbilled matters. Key assumptions include

historical recoverability rates, contractual

arrangements, the outcomes ofprevious

mattersand agreements with clients.

The Committee has reviewed and challenged management’s estimate

ofunbilled revenue. The Committee focused onthe key assumptions

within the estimate, including thehistoric recoverability rates and

management’s methodology in deriving an appropriate estimate.

TheCommittee has reviewed and challenged management’s estimate

ofunbilled revenue. The Committee focused on the key assumptions

within the estimate including the historic recoverability rates and

management’s methodology in deriving an appropriate estimate,

particularly any overrides or any manual adjustments to the calculation.

The Committee also challenged management on any changes in

methodology from prior years and ensuring they were an improvement

in the estimation methodology. Considering all oftheabove, as well as

management responses to challenge,the Committee was satisfied that

the assumptions used werereasonable. See note 13 to the consolidated

financialstatements.

Adjusting

items used in

Alternative

Performance

Measures

(‘APMs’)

The reporting, classification and consistency

ofadjusting items is an area of focus for the

Committee, in particular, the adherence to the

guidance on APMs provided by theEuropean

Securities and Markets Authority (‘ESMA’).

The Committee considers this a key

consideration whenreviewing the financial

statements to ensure thatthey arefair,

balancedand understandable.

The Committee has considered the nature, classification

andconsistencyof adjusting items, and the adherence tothe guidance

provided byESMA and FRC Thematic Reviews. The Committee also

reviewed the disclosures of the Group’s APMs to ensure thatthey are

clear, transparent and assist Shareholders andwider stakeholders in

measuring the performance ofthe Group. The Committee determined

thatdisclosures areclear and transparent, and assist Shareholders and

other stakeholders in measuring the operating performance of the

Group. TheCommittee therefore concluded thatadjusting items were

appropriately captured and disclosed.

APMs are discussed in the Financial review andalso detailed in note 2

and the glossary tothe financial statements.

Control

overthe

Alternative

Business

Structure

(‘ABS’) and

non-ABS

group

Regulations in certain jurisdictions in which the

Group is represented allow ABSs where legal

firms can be owned by non-lawyers. This is not

the case in other jurisdictions (‘non-ABS’). As a

result, DWF LLP, the head of the non-ABSGroup,

is not directly owned by any entity withinthe

ABSGroup (which includes the ultimate parent

DWF Group plc).

Consolidation of DWF LLP and the other non-ABS

entities depends on the assessment of whether

amember of the ABS group is exposed, or has

rights, to variable returns from its involvement

with such entity and has the ability to affect

thosereturns through its power over such entity.

The Committee has reviewed the judgement that the Group continues

toconsolidate thenon-ABS entities, and has haddue consideration

ofthe Group’s exposure, or rights, tovariable returns from non-ABS

entities and its ability toaffect those returns. TheCommittee was

satisfied withthe ongoing consolidation of the non-ABS entities.

Whitelaw

Twining

acquisition

accounting

The acquisition of Whitelaw Twining was

completed on 6 December 2022 and the

consolidated Group financial statements include

the results of the Whitelaw Twining business for

the period from acquisition to 30 April 2023.

Judgement was required in identifying the fair

values ofcertain assets and liabilities acquired.

Advisors were engaged to support the

preparation oftheopening balance sheet of the

Whitelaw Twining business, including supporting

on the valuation of acquired intangible assets.

Refer to note 9 of the financial statements.

The Committee reviewed a paper prepared by management which

explained the key judgements taken in preparing theopening balance

sheet and the fair value adjustmentsapplied.

Specifically, the Committee focused on the valuation ofintangible

assets,which involved valuing customer relationships and brands.

Assumptions included growth rates, discount rates and royalty rates.

The Committee was satisfied that the judgements made andthe

methodologies applied in the acquisition accounting were reasonable

and the provisional fair values of the assets and liabilities acquired

hadbeen established appropriately.

DWF Group plc | Annual Report and Accounts 202366

Internal Audit

The Group’s Internal Audit function,

whichprovides independent assurance to

the Board on the Group’s risk management

and internal control framework, has

regularly provided input into Committee

meetings. The Head of Internal Audit has

direct access to, and regular meetings with,

the Chair ofthe Committee, and attends

allmeetings ofthe Committee. A private

meeting of theCommittee and the Head

ofInternal Audit was held during the year to

provide anopportunity for feedback without

the Executive Directors present. In addition,

theInternal Audit function has unrestricted

access to employees and documentation

across the Group to enable it to perform its

duties. There are also arrangements in place

to enable the function to commission the

support of technical experts and other

additional support as required. During the

year, the Committee monitored progress

ofthe Internal Audit function against the

Internal Audit Plan and ensured that the

function had sufficient resource to carry

outits duties effectively.

The Committee approved the Internal

AuditCharter and the Internal Audit

AnnualPlan, which was formulated via a

comprehensive risk assessment involving

senior management. During the year,

theCommittee received reports on the

outcomes of the Internal Audit function’s

work at each scheduled meeting, and the

Committee closely monitored management’s

response to actions identified in the reports.

During the year, the Committee closely

monitored the number of days Internal

Auditactions remained open and continued

tosupport management withprogress

toreduce these.

Effectiveness

The Committee reviewed the effectiveness

of the Group’s systems of risk management

and internal control using the Committee

ofSponsoring Organizations Internal

ControlFramework. The Committee noted

improvements in the controls environment

during the year. The Committee considered

that the review of the effectiveness of risk

management and internal control systems

was robust and concluded that the existing

risk management and internal control

systems were effective, noting the ongoing

work to be carried out in strengthening

these further.

The Committee received a report in its

November 2022 Committee meeting pack

from the Head of Internal Audit containing

aself-assessment against the Institute

ofInternal Auditors’ Internal Audit Code

ofPractice (the ‘IIA Code of Practice’).

Thepaper provided an overview of the

Internal Audit function’s performance

duringthe year against key performance

indicators, reviewed resources available

tothe Internal Audit function, considered

management’s implementation of required

actions, andhighlighted certain areas

forimprovementwhich the Internal

Auditfunction is addressing.

In addition, the Committee conducted

anInternal Audit effectiveness evaluation.

Theevaluation was conducted by way of a

questionnaire completed by members of the

Audit Committee, with comments provided

by the External Auditor from an external

perspective. The feedback and scoring

wasthen collated and presented to the

November 2022 meeting of the Committee.

Overall, it was concluded that the Internal

Audit function was operating effectively.

External Auditor

Independence, objectivity

andeffectiveness

During the year, the Committee assessed

the quality and effectiveness of the

ExternalAuditor, having particular regard to:

• the External Auditor’s understanding

andinsights into the Group’s business;

• the External Auditor’s approach to

keyareas of judgement, the extent of

challenge and the quality of reporting;

• the quality controls in place to deliver

theaudit and how the agreed audit plan

was delivered;

• the External Auditor’s independence

andobjectivity;

• the safeguards put in place by the

Committee and the External Auditor

toavoid any compromise of the

independence and objectivity of the

External Auditor;

• management’s feedback on the External

Auditor; and

• private sessions with the External Auditor

without management present.

The assessment took the format of a

questionnaire which was completed by

members of the Audit Committee and

otherkey internal contacts who interact

withthe External Auditor. The feedback

andscoring was collated and reviewed

bythe Audit Committee.

The Committee is satisfied that the audit,

ascarried out by the External Auditor,

iseffective and demonstrates appropriate,

independent and objective professional

scepticism and challenge to

management’sassumptions.

Non-Audit services

The Committee reviewed the Company’s

policy on the engagement of the External

Auditor for the provision of non-audit

services, and recommended some

minorchanges for approval by the Board.

Thenon-audit services policy sets out

rigorous controls intended to ensure the

independence of the Auditor is not impaired,

and takes into account the changes required

by the EU Audit Regulation and Directive

(the ‘Audit Regulation’) and FRC’s Ethical

Standard. The amended policy stipulates:

1. the nature of non-audit services

theAuditor is permitted to perform;

2. levels of authority for the Executive

toengage the Auditor for approved

non-audit services; and

3. that any non-audit services to be

provided by the Auditor must be

approved in advance by the Committee.

For a single permitted project where

thefee is no more than £50,000, the

non-audit services are considered trivial

for the purposes of the Audit Regulation,

and can instead be approved by the

ChiefFinancial Officer (or Group

ChiefExecutive Officer in his absence)

(whose authority to approve such projects

willbecapped at a cumulative value

of£300,000 in any one financial year).

As a result of this policy, and to avoid conflict

with its role, the External Auditor does

notact as Remuneration Advisor to the

Company. The Committee also approved

theCompany’s policy in relation to the

recruitment of former employees of

theExternal Auditor, again to manage

anypotential conflicts of interest.

The audit fees payable to the Auditor for

theyear ended 30 April 2023 were £685,000

and non-audit service fees incurred totalled

£429,000 which related to assurance

services relating to the Solicitors’ Accounts

Rules accountant report required by

regulation and diligence work relating

toaproposed M&A transaction which

hassince been aborted.

This equates to a non-audit to audit fee

ratioof 63%. We continue to ensure the

levelof non-audit fees is compliant with

theCompany’s 50% non-audit fee cap rule

(noting that this cap excludes fees payable

for non-audit work required to be carried

out by the External Auditor by law or

regulation or arising from any assessment

ofthe Group’s compliance with the Solicitors

Accounts Rules). The Committee has

concluded that the provision of non-audit

services has not compromised the External

Auditor’s independence and objectivity.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 67

Risk Committee report

“ The Committee has continued to focus

on the broad and evolving range of

risks which businesses face today.”

Sam Tymms

Chair, Risk Committee

Dear Shareholder,

I am pleased to present this report, which

provides insight into the Risk Committee’s

(the ‘Committee’) activities during the

periodended 30 April 2023. The Committee

supports the Board in fulfilling its

obligations to ensure a framework of

prudent and effective controls, which enable

it to assess and manage risks, including

those to the long-term success of the Group.

The Committee considers an integrated

approach to the risk taxonomy, risk register

and risk assurance activity to be paramount.

The Committee’s activities throughout the

period included: overseeing the continuing

development of the Group Risk Appetite

andsupporting framework; determining the

nature and extent of the Group’s principal

risks; the evolving nature of the risks the

Group faces and the range of sources of

internal and external assurance on which

the Group can rely.

During the year, an internal evaluation

oftheeffectiveness of the Committee

wasconducted, as part of the Board

evaluation process, further detail of which

can befound on page 61. The Committee

considered the outcomes of the internal

evaluation and specifically its own

performance and effectiveness. I am pleased

to report that the Committee considered

itself to be performing effectively.

Alongside all my Independent Non-Executive

Director colleagues, I sit on each of the

committees of the Board.

I shall be available at the Company’s AGM

toanswer any questions you may have.

Sam Tymms

Chair, Risk Committee

Responsibilities

The Committee’s main responsibilities include:

• advising the Board on the Group’s overall

Risk Appetite, tolerance and strategy;

• overseeing and advising the Board on the

Group’s current risk exposures and future

risk strategy;

• keeping under regular review the Group’s

overall risk assessment processes;

• providing advice to the Board on the

assessment of principal risks facing

theGroup;

• approving the remit of the Risk

Management and Compliance functions;

• considering the major findings of

internalinvestigations and management’s

response; and

• ensuring it obtains suitable assurance on

the risk management and internal controls

embedded within the organisation.

The Committee’s duties and responsibilities

are set out in its Terms of Reference,

whichare reviewed annually. These are

available on the Group’s website at

dwfgroup.com/en/investors.

Membership

The Committee is made up of a minimum

ofthree members, each an Independent

Non-Executive Director. The Chair of the

Board is not a member but may attend

itsmeetings by invitation. Members of

theCommittee have experience of risk

management matters and practices.

Meetings

The Committee meets at least three times

ayear and otherwise as the Chair or

members require. To enable it to carry out

its responsibilities, the Committee has an

annual rolling agenda maintained by the

Company Secretary, which is regularly

reviewed in conjunction with the Chair

oftheCommittee. The Company Secretary

alsomaintains a tracker of actions arising

from meetings. At the next scheduled Board

meeting, the Chair of the Committee reports

formally to the Board on the Committee’s

proceedings, including how it has

dischargedits responsibilities.

Members

Sam Tymms (Chair)

Luke Savage

Tea Colaianni

Chris Sullivan

Each member’s expertise and experience

is set out in their biography on pages 50

and 51, alongside their attendance at

Committee meetings.

Focus in FY2022/23

• Continued to monitor the impact of

riskassociated with our ESG Strategy

• Continued to focus on particular

areasof risk, such as the external

environment, people and cyber risks

Focus in FY2023/24

• Consider the impact of the

UKCorporate Governance Reforms

onthemonitoring of and reporting

ontheinternal control framework

• Review Risk Management Framework

toensure it effectively supports the

enhanced reporting requirements

ofthe Resilience Statement

• Continue to focus on particular areas

ofrisk the organisation may face,

suchasthe external environment,

people and cyber risks

DWF Group plc | Annual Report and Accounts 202368

The Committee held three scheduled

meetings during FY2022/23 and the table

on page 49 provides details of members’

attendance at those meetings. At the

invitation of the Chair of the Committee,

other regular attendees, who can withdraw

as necessary, included at some or all of the

meetings: the Chair of the Board, the Group

Chief Executive Officer, the Chief Financial

Officer, the Group Chief Operating Officer,

the Group General Counsel & Company

Secretary, the Group Director of Risk, the

Head of Internal Audit, Deputy Company

Secretary and the Senior Assistant

CompanySecretary.

Risk management governance structure

Board

The Board establishes the risk appetite

forthe Group, so management can manage,

measure and report on risk appropriately

across the Group. The Board delegates

oversight of risk management activities

tothe Risk Committee. You can find

moredetail about the Board’s activities

onpage 55.

Audit Committee

The Audit Committee oversees the

development and implementation of the

Group’s Internal Audit assurance framework

and as part of this, regularly reviews

theeffectiveness of the Group’s Risk

Management Framework and internal

control systems. You can find more detail

about the Audit Committee’s activities on

pages 64 to 67.

Risk Committee

The Risk Committee classifies the Group’s

principal areas of risk through the Group

Risk Taxonomy. This ensures oversight of

theGroup’s approach to risk management

and the development of management

andmitigation approaches, to ensure

risksremain, or are quickly brought within,

theGroup’s risk appetite.

The Risk Committee also monitors and

reviews the effectiveness of the Group’s

compliance function, as well as providing

oversight and advice to the Board in

relationto future risk strategy.

Executive Risk Committee (‘ERC’)

The Executive Risk Committee is a

management committee chaired by the

Group Chief Executive Officer. It comprises

senior management including members

ofthe Executive Board. The Committee

oversees the operational management of

the Group’s risks by identifying, assessing,

mitigating, and reporting risk.

The table below summarises the key activities of the Committee during the year

Risk Regulatory Systems and controls Governance

• Advised the Board on the

Group’s overall Risk Appetite,

tolerance and strategy,

andthe principal and

emerging risks

• Kept under review the

Group’s overall risk

assessment processes,

including the use of

bothqualitative and

quantitative metrics

• Reviewed the capability

ofthe Group to identify

andmanage new and

emerging risks

• Conducted deep dives into

divisional key risks

• Monitored progress against

key milestones in the risk

management roadmap

• Obtained assurance on the

Company’s ability to reduce

the likelihood of principal

risks materialising and the

impact on the business of

risks that do materialise,

inparticular the ability of

theGroup to manage its

working capital and comply

with the terms of the Group’s

revolving credit facility

• Reviewed compliance

againstSRA standards

• Conducted a review of the

adequacy of current health

and safety compliance

• Considered the impact of

TCFD on risk management

systems and reporting

• Reviewed reports on the

adequacy and effectiveness

of the Group’s risk

management systems

andcontrols and any

non-compliance thereto,

including in relation to

detecting fraud and financial

crime, the prevention of

bribery, corruption and

money laundering, and

compliance with the

MarketAbuse Regulations

• Approved the Group’s

Anti-Bribery and

Corruptionpolicy

• Received regular reports

from the Chief Risk Officer

• Considered any major

findings of internal

investigations and

management’s response

• Considered the adequacy

and effectiveness of the

Group’s Risk Management

function including receiving

aself-assessment report on

the implementation of the

risk management process

which highlighted that

acomprehensive Risk

Management Framework

hadbeen established and

identified areas of focus

going forwards

• Conducted an annual review

of its Terms of Reference

• Reviewed the Committee’s

performance, as part of the

internal Board evaluation,

toensure itisoperating

atmaximumeffectiveness

• Compiled a report describing

the roles and responsibilities

of the Committee and the

actions taken by the

Committee to discharge

those responsibilities for

inclusion in the Annual

Report and Accounts

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 69

Directors’ Remuneration Report

“ At our 2022 AGM we submitted

our Remuneration Policy for

approval and I am pleased

to report it was approved

by 96.51% of Shareholders.”

Tea Colaianni

Chair, Remuneration Committee

Dear Shareholder,

I am pleased to present the Directors’

Remuneration Report for the year ended

30 April 2023.

At our 2022 AGM we submitted our

Remuneration Policy for approval and

Iampleased to report it was approved

by96.51% of Shareholders.

A full copy of the Remuneration Policy

canbe found on pages 91 to 101 of

theAnnual Report and Accounts 2022.

Pages 82 to 83 of this report constitute

theAnnual Report on Remuneration,

summarising the outcomes for FY2022/23

and how we intend to operate the policy

during FY2023/24.

This Directors’ Remuneration Report sets

out the context of, and insight into, our

Director pay arrangements, how our

remuneration framework is aligned with

therest of the workforce, and the decisions

the Remuneration Committee (the

‘Committee’) made as a result of business

performance for this year. Where the

Committee has exercised its judgement

ordiscretion, it is documented clearly.

Approach to remuneration in 2023/24

In light of the proposed acquisition of the

Group, remuneration arrangement are

unchanged and no LTIP awards are

anticipated to be granted during FY23/24.

Proposed purchase of the Group’s entire

share capital

Following the year end the Committee

considered the possible impact of the

purchase of the Group’s share capital

andthe impact this would have on in flight

share awards. The Committee determined

that, ifachange of control does occur,

theoutstanding LTIP awards will be

pro-rated for time, rounding down to

thenearest end of financial year, and a

performance assessment will take place.

Theperformance assessment will be

measured against applicable targets on

theassumption that the original targets

assumed linear performance over the full

three year performance period. Following

the vesting of these awards, there are no

further deferral or holding requirements.

Members

Tea Colaianni (Chair)

Luke Savage

Sam Tymms

Chris Sullivan

Jonathan Bloomer

Each member’s expertise and experience

is set out in their biography on pages 50

to 51, alongside their attendance at

Committee meetings.

Focus in FY2022/23

• Recommended a revised Remuneration

Policy to Shareholders for approval

atthe 2022 AGM.

• Engaged with Shareholders on the

proposed revised Remuneration Policy.

• Determined the incentive arrangements

and outcomes for the Executive

Directors and senior management.

• Developed further the communication

with prospective members of the wider

workforce on the benefits of the equity

element of the remuneration package

offered by the Group.

• Continued to consider wider

workforcepolicies to ensure

alignmentwith Executive Directors

andsenior management

remunerationarrangements.

Focus in FY2023/24

• Overseeing the implementation of

therevised Remuneration Policy and

ensuring it remains fit for purpose.

• Considering the impact the proposed

delisting may have on the remuneration

of the Group.

• Monitoring the implementation

ofexecutive pay alongside

thewiderworkforce policies.

DWF Group plc | Annual Report and Accounts 202370

Group performance for the 2022/23

financial year

The implementation of our strategy

(asoutlined on page 77 has been

measuredagainst the KPIs set out below:

Financial KPIs

Net revenue growth 8.5%

(FY2021/22: 3.6%)

Like-for-like net revenue growth 4.9%

(FY2021/22: +7%)

Gross profit margin 50.4%

(FY2021/22: 51.7%)

Cost to income ratio 37.2%

(FY2021/22: 38.4%)

Adjusted EBITDA £69.6m

(FY2021/22: £66.7m)

Adjusted profit before tax £43.3m

(FY2021/22: £41.4m)

Profit before tax £17.2m

(FY2021/22: £22.3m)

Adjusted diluted EPS 10.2p

(FY2021/22: 10.7p)

Net revenue per partner: £1,001k

(FY2021/22: £975k)

Lock-up days 196 days

(FY2021/22: 179days)

Free cash flow £12.9m

(FY2021/22: £12.9m)

Net debt £101.7m

(FY2021/22: £71.8m)

Non-financial KPIs

Net promoter score 62

(FY2021/22: 63)

Engagement survey score 76

(FY2021/22: 76)

% Executive Board roles held

by women 36%

(FY2021/22: 36%)

% senior leadership positions held

bywomen 32%

(FY2021/22: 29%)

% Ethnic Minority representation

inseniorleadership positions 6%

(FY2021/22: 4%)

How the policy was implemented

inthe2022/23 financial year

Bonus

The Committee considered the financial

performance of the Company when

determining the bonus outcomes for the

Executive Directors. The performance

conditions were:

• 50% adjusted PBT;

• 20% strategic and operational objectives;

• 10% ESG objective; and

• 20% lock-up days target.

The Remuneration Committee assessed

performance against targets. The full-year

results for both adjusted PBT and lock-up

days came in below the threshold targets.

Even though the strategic, operational and

ESG objectives were met, the Committee

determined thatno bonus was payable

tothe Executive Directors in respect of

thisfinancial year. Fulldetails of the targets

and results against targets can be found

onpage 79.

2020 LTIP award

The performance period for the 2020

Long-Term Incentive Plan (‘LTIP’) award,

made under the Equity Incentive Plan (‘EIP’),

ended on 30 April 2023. The formulaic

outcome of the award was 14.1% vesting.

This comprised an over threshold but below

target achievement of the return on capital

employed (‘ROCE’) target and so resulted

ina partial vesting. EPS and cash conversion

did not reach threshold and therefore

resulted in a zero vesting of these measures.

Full details of targets and performance are

on page 81. The Remuneration Committee

considered the outcome in the context

ofbusiness performance and the broader

environment over the performance period,

and was satisfied that the vesting outcome

was appropriate and that no exercise of

discretion was required. The vested shares

will be subject to a two-year holding period.

Executive Directors’ pay review

As reported in last year’s Annual Report

andAccounts, the Remuneration Committee

undertook itsregular annual review of

theExecutive Directors’ base salaries and

agreed an increase of 4% effective from

1 May 2022. Incoming to this determination,

the Committee took into account various

relevant internal and external factors

including the average colleague and partner

salary increase in January 2022 of 5.65%.

This was the first pay rise, excluding

promotions, in the Executive Directors’

salaries since IPO in 2019.

In September 2022, Matt Doughty was

appointed in the newly created role of

ChiefStrategy & Growth Officer, and as

suchhis salary was reviewed and increased

to £332,800. The Committee considers

thisto be commensurate with the increased

level of responsibility of this new role and

itscrucial part of the continued success

ofthe Group.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 71

Shareholder considerations

Similar to previous years, we have continued

to maintain transparent and open dialogue

and engagement with our Shareholders.

Shareholders had an opportunity to

voteonthe Remuneration Policy at the

2022AGM and were overwhelmingly

supportive of the changes.

Wider workforce considerations

When considering executive pay, the

Committee takes into account the wider

workforce remuneration and conditions.

This year in particular has been challenging

for many due to macroeconomic volatility

and the Committee has been mindful of this

when making decisions on executive pay.

During the year the Group brought forwards

the implementation of the revised living

wage to January 2023 from May 2023,

whichbenefited our lowest-paid colleagues.

Additional cost saving benefits were also

made available to assist colleagues with

managing increasing costs, such as fuel

cards and discount schemes.

We believe allowing all our colleagues to

share in the success of the Company is a

keyperformance driver. We continue to

issue share awards to our colleagues for

promotions and exceptional contributions

to the business. We also continue to reward

emerging talent to motivate, retain and

support succession planning. During

FY2022/23, we continued to offer a

BuyAsYou Earn (‘BAYE’) matched-share

scheme in the UK. Matching shares are

received on a one for two basis, so for every

two shares purchased over the 12-month

investment period, participants receive one

matching share three years from the start

ofthe relevant 12-month investment period

subject to certain conditions. In total,

5.4%of our eligible colleagues are currently

participating in a BAYE matched-share

scheme. During the financial year,

thedifficult decision was taken to close

theUSand Spain BAYE plan due to lack

ofparticipation.

On pages 84 to 88 of this report, there are

details of the pay conditions of our wider

workforce, our CEO-to-worker pay ratio,

ourincentives throughout the business, and

our gender and ethnicity pay gap statistics.

You can find further detail on the key

matters covered by the Committee

duringthe year on pages 74.

Effectiveness

During the year, an internal evaluation

oftheeffectiveness of the Committee was

conducted, as part of the Board evaluation

process, further detail of which can be

found on page 61.

The Committee considered the outcomes

ofthe internal evaluation as it related to

theCommittee’s own performance and

effectiveness. I am pleased to report

thatthe Committee recommended to

theBoardthat it considered itself to be

performing effectively.

Further detail of how our remuneration

forExecutive Directors aligns with our

strategic priorities is set out on page 76

ofthis report.

If you would like to discuss any aspect of this

Directors’ Remuneration Report, I would be

happy to hear from you. You can contact

methrough the Company Secretary,

DarrenDrabble.

Tea Colaianni

Chair, Remuneration Committee

Remuneration continued

Included in this report Pages

The Remuneration Committee and its activitiesduring the year 73 to 74

Remuneration – At a glance including:

Business context and how ourincentive performance measures align

toourstrategy

Remuneration arrangements for FY2023/24 – At a glance 77

Remuneration outcomes forFY2022/23 – At a glance 78 to 81

Annual report onremuneration 82 to 83

Wider workforce remuneration including:

Remuneration principles and wider workforce remuneration across

theGroup

84 and 85

Communication and engagement with colleagues and partners 85

CEO-to-worker pay ratio 85 to 86

UK gender and ethnicity paygapreporting 88

DWF Group plc | Annual Report and Accounts 202372

The Remuneration

Committee and its

activities during the year

Responsibilities

The Committee’s main responsibilities

include:

• making recommendations to the Board

regarding the Group’s framework or

broad policy for the remuneration of

theChair of the Board, the Executive

Directors and senior management;

• determining the entire individual

remuneration packages for those

individuals, including:

• approving any severance compensation

arrangements in accordance with the

Remuneration Policy, which are fair,

donot reward failure and fully

recognise the individual’s duty

tomitigate any loss; and

• considering how the pay and work

conditions of the Group’s wider

workforce should be taken into account

when determining remuneration;

• consistent with the approach applicable

to the wider workforce, determining and

administering the Group’s share plans

andequity incentive plans in respect

ofthe Chair of the Board, the Executive

Directors and senior management;

andapproving awards and performance

conditions, including satisfaction of

performance conditions and the exercise

of any discretion by the Committee;

• regularly reviewing the ongoing

appropriateness and relevance

oftheRemuneration Policy; and

• reviewing remuneration and related

policies applicable to the Group’s

widerworkforce.

The Committee’s duties and responsibilities

are set out in its Terms of Reference,

whichare reviewed annually. These

areavailable on the Group’s website at

dwfgroup.com/en/investors/

shareholder-hub/governance.

Membership

The Committee is made up of a minimum of

three members, and each is an Independent

Non-Executive Director. The Chair of

theBoard is a member of the Committee

and was considered independent on

appointment as Chair of the Board.

Members of the Committee collectively

haveappropriate knowledge, expertise

andprofessional experience concerning

remuneration policies and practices.

TheCommittee received training

duringtheperiod on matters including

remuneration corporate governance,

aswellas regularupdates on best

practiceandremuneration trends.

Meetings

The Committee meets at least four times a

year and otherwise as the Chair or members

require. To enable the Committee to carry

out its responsibilities, the Committee

hasan annual rolling agenda maintained

bytheCompany Secretary, and regularly

reviewedin conjunction with management.

The Company Secretary also maintains

atracker of actions arising from meetings.

This ensures the agenda for each Committee

meeting aligns with the remuneration

strategy, as well as particular matters

arisingthroughout the year considered

appropriate by the Committee for its

scrutiny. At the next scheduled Board

meeting, the Chair ofthe Committee

reportsformally to the Board on the

Committee’s proceedings, including

howithas discharged its responsibilities.

The Committee held seven scheduled

meetings during FY2022/23, and the table

on page 49 provides details of members’

attendance at those meetings. At the

invitation of the Chair of the Committee,

other regular attendees, who can withdraw

as necessary, included at some or all of the

meetings were: the Group Chief Executive

Officer (‘CEO’), the Chief Financial Officer

(‘CFO’), the Group Chief Strategy & Growth

Officer (‘CSO’), the Chief People Officer,

theCompany Secretary and the Deputy

Company Secretary. No Director or

memberof senior management was

presentfor anydiscussions that related

directly totheir ownremuneration.

None of the Committee members has any

personal financial interest (other than as

Shareholders) in the decisions made by

theCommittee, conflicts of interest arising

from cross-directorships or day-to-day

involvement in running the business.

Deloitte LLP advised the Remuneration

Committee during the financial year on

allaspects of the Remuneration Policy

forExecutive Directors and senior

management. During FY2021/22 Deloitte

were appointed as remuneration advisors

by the Remuneration Committee following

atender process. The Remuneration

Committee was satisfied that no conflict

ofinterest exists or existed in the provision

of these services, and the Committee

issatisfied that the advice provided is

independent. Deloitte is a member of

theRemuneration Consultants Group

andtheVoluntary Code of Conduct of that

body is designed to ensure objective and

independent advice isgiven to remuneration

committees. Feesof £50,190, chargeable

ona time and materials basis, were paid

toDeloitte during the year in respect of

remuneration advice received. Deloitte

attends meetings of the Committee by

invitation. Deloitte does not have any other

connection to the Company or its Directors.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 73

The table below summarises the key activities of the Committee during the year.

Remuneration

andrisk

• In conjunction with the Risk Committee, considered the compatibility of the Group’s remuneration strategy

withthe Group’s risk management policies

Entire individual

remuneration

• Made recommendations to the Board regarding the application of the Remuneration Policy for the

ChairoftheBoard, the Executive Directors, the Partner Directors and senior management. This included

pensionrights, any compensation payments, and the level and structure of their remuneration, giving full

consideration to the matters set out in the UK Corporate Governance Code 2018 (the ‘Code’), including

Provision 40, and any other relevant laws and regulations in the jurisdictions where the Group operates

Remuneration

Policy

• Regularly reviewed the ongoing appropriateness and relevance of the Remuneration Policy to ensure that

reward policies worked to promote the long-term success of the Company and its long-term strategic goals

• Ensured that a significant proportion of the remuneration of the Executive Directors is linked to Company

andindividual performance and that any performance-related elements of remuneration are transparent,

stretching and rigorously applied

• Monitored the Executive Directors’ progress against objectives and determined Executive Director

bonusoutcomes

Wider workforce

remuneration

• Reviewed remuneration and related policies applicable to the wider workforce (partners and colleagues),

including receiving the Company’s Gender and Ethnicity Pay Gap Report and reports on the Group’s partner

and colleague engagement mechanisms

• Supported the Board’s monitoring of whether Group remuneration policies and practices support its culture

and strategy

• Considered how pay and work conditions across the Group should be taken into account when determining

remuneration of the Chair of the Board, the Executive Directors, the Partner Directors and senior management

• Oversaw arrangements for the wider workforce bonus plan

• Considering the impact of takeover related matters on wider workforce remuneration

Share plans

andequity

incentiveplans

• Determined and administered policies for the grant of awards/options to the Executive Directors, the Partner

Directors and senior management ensuring that they are provided with appropriate incentives consistent

with the Remuneration Policy

• Approved awards, and associated performance targets, for Executive Directors, Partner Directors and

seniormanagement

• Determined whether performance targets had been met for awards held by Executive Directors,

PartnerDirectors and senior management

• Oversaw the administration of the wider workforce share plans and equity incentive plans, including reviewing

policies and their application to ensure fair and consistent administration across the wider workforce

• Considered the impact a potential de-listing event would have on inflight share awards

Shareholders • Receiving reports on engagement with proxy advisors and major Shareholders from the Chair of the Committee

and the Company Secretary

Governance • Received presentations from the Committee’s remuneration advisors on developments in corporate

governance and market trends, to inform the Committee’s regular review of the Remuneration Policy

• Conducted an annual review of its Terms of Reference

• Received feedback on the Committee’s performance from an external evaluator to ensure it is

operatingeffectively

• Prepared this Annual Report, setting out the Company’s remuneration policies and practices and its duties

andactivities during the year

Remuneration continued

DWF Group plc | Annual Report and Accounts 202374

In determining the Remuneration Policy, the Committee paid particular attention to Provision 40 of the Code. The following table

summarises the Committee’s views:

Factor How our new Remuneration Policy aligns

Clarity The Remuneration Policy sets out clearly the basis for any payments and the terms of the incentive

arrangementsoperated.

The performance conditions used for the Bonus Plan and Equity Incentive Plan are based on a number of

theCompany’s KPI’s ensuring direct alignment between the successful implementation of the strategy and

thereward provided to the Executive Directors.

Simplicity The Incentive Plans are in line with standard UK market practice and designed to be easy to understand,

andtobesimple and transparent to all stakeholders.

Risk The Remuneration Policy includes:

• setting defined limits on the maximum awards which can be earned under the Bonus Plan and the Equity

Incentive Plan;

• requiring the deferral of a substantial proportion of the incentives in shares for a material period of time;

• aligning the performance conditions with the strategy of the Group;

• ensuring a focus on sustainable performance through the Equity Incentive Plan;

• ensuring there is sufficient flexibility to adjust payments through malus and clawback; and

• an overriding discretion to depart from formulaic outcomes under the Incentive Plans.

These elements mitigate against the risk of target-based incentives by:

• limiting the maximum value that can be earned;

• deferring a significant proportion of the value earned in shares for the long-term which helps ensure that

theperformance earning the award was sustainable and thereby discouraging short-term behaviours;

• aligning any reward to the agreed strategy of the Group;

• focusing on the sustainability of the performance over the longer term under the Equity Incentive Plan;

• reducing the awards or cancelling them if the behaviours giving rise to the awards are inappropriate; and

• reducing the awards or cancelling them, if it appears that the criteria on which the award was based do not

reflect the underlying performance of the Company.

Predictability The Remuneration Policy sets out clearly the potential rewards available to the Executive Directors depending

onthe performance achieved. In addition, all the checks and balances set out above under Risk are disclosed

aspart of the Remuneration Policy.

Proportionality The Group’s Incentive Plans clearly reward the successful implementation of the strategy and, through deferral

and measurement of performance over a number of years, ensure that the Executive Directors have a strong

drive to ensure that the performance is sustainable over the long term. Poor performance cannot be rewarded

due to the Committee’s overriding discretion to depart from the formulaic outcomes under the Incentive Plans

ifthey do not reflect underlying business performance.

Alignment

toculture

A key tenet of the DWF culture is a focus on ensuring long-term sustainable performance. This is reflected directly

in the type of performance conditions used in the Incentive Plans which assess sustainable performance using

avariety of non-financial and financial measures, as appropriate.

The focus on share ownership (and the partnership ethos encapsulated in shared ownership) and long-term

sustainable performance is also a key part of the Group’s culture.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 75

Remuneration – At a glance

This section of the Directors’ Remuneration Report provides an overview of:

• the business context and how our incentive performance measures align to our strategy;

• remuneration outcomes for FY2022/23; and

• Remuneration Policy operation in FY2022/23 and intended implementation in FY2023/24.

Business context and how our incentive performance measures align to our strategy

Business context

The Group has delivered profitable growth in a particularly difficult environment for the sector. Revenue growth for the year was

8.6%to£452m (PY £416m), net revenue growth was 8.5% to £380m (PY £350m), with a 4.7% increase in adjusted profit before tax to

£43.3m(PY£41.4m) and a reported profit before tax reduction of 23% to £17.2m (PY £22.3m). The Group is gradually seeing the stabilisation

andreversal of gross margin dilution from salary inflation over the last 18 months. The gross margin gap to prior year at FY23 has

reducedcompared to HY23, reflecting some improvements in pricing combined with the cost programme announced in December 2022.

Overheads and the cost-to-income ratio are trending favourably with £9m of the previously announced cost savings secured by the

endofFY23. Working capital performance continues to be an area of challenge in an environment where clients are generally looking

tomanagetheir own working capital cycle by often seeking longer billing or payment cycles. The Group reported lock-up days of 190 at

HY23which reflected an 11 day increase on FY22. As expected, this position stabilised in H2 with the like-for-like lock-up day performance

for the full year at 193 days (like for like excludes M&A). Net debt performance follows lock-up days with FY23 net debt of £101.7m.

How our incentive performance measures align to our strategy

The implementation of our strategy (as outlined on pages 91 to 101 of the Annual Report & Accounts FY2021/22) for FY2022/23 was

measured against certain KPIs (set out in the tablebelow). The Committee continually considers the performance measures we use

forourincentives, to ensure they support the delivery ofour strategy.

Our strategic priorities

How we compete

Doing things differently:

We continue to talk to our clients about

ourstrategic differentiator – our ability

todeliver integrated legal and business

services. Delivered through our global

teams across eight core sectors, our

Integrated Legal Management approach

delivers greater efficiency, price certainty

and transparency for our clients without

compromising on quality or service.

Wecanleverage our ability to identify new

innovative products and services based

around current and emerging client needs.

Where we compete

Understanding our clients: Through a

‘oneteam’ approach we aim to grow the

number and contribution ofour institutional

client relationships, extending those

relationships into new jurisdictions and

practice areas. Wewill do this through

ourenhanced customer valueproposition.

Geography: We will strengthen in priority

locations through M&A, associations and

recruitment. We create channels for greater

collaboration to bring all of the strengths

within our business to help support ourclients.

Services: We continue to invest in our

legaland business services capabilities,

whilstalso remaining focused on scaling

ourlegal operations platform globally.

Our enablers

Engaging our colleagues: We are embedding a culture

ofopen, transparent and honest communication to

furtherincrease engagement across the business. By doing

theright work, in the right place through the right people,

we will drive greater profitability and therefore deliver

greater reward and incentivisation for our strong

performers. Werecruit, retain and develop people

alignedto our values, improving diversity and agility.

Governance, risk and compliance: The legal market is

changing and we need to adapt and evolve as the global

economy grapples with uncertainty. We have defined our

culture and values, our partner and employee values, our

partner and employee value proposition, including our

commitment to Diversity & Inclusion, and our global ways of

working. Wehave also developed our Group Risk Taxonomy

and focused on excellence through our Behaviours

Framework, Code of Conduct and DWF Academy.

Infrastructure: We ensure that we remain operationally

efficient through our business, with the right infrastructure

and services that are robust and scalable for future growth.

We actively manage our cost base and lock-up days and

have introduced better controls on pricing and cost.

Our key performance indicators: Financial

Net

revenue

growth

Underlying

organic

netrevenue

growth

Gross

profit

margin

Cost

to income

ratio

Adjusted

EBITDA

Adjusted

profit

before tax

(Loss)/

profit

before tax

Adjusted

diluted

EPS

Net

revenue

per partner

Lock-up

days

Free

cash

flow

Net

debt

Non-financial

Net promoter score Engagement survey score

% Executive Board

roles held by women

% senior leadership

positions held by women

% Ethnic minority

representation in senior

leadership positions

Annual bonus Long-term incentives

Adjusted PBT: Ensures focus on profitable growth. Is a key measure

oforganic growth and is linked to Shareholder value

Lock up: Ensures focus and effective management of working capital

andefficient billing processes

ESG objectives: Ensures focus on the delivery of stakeholder value

andencourages sustainable business practices

Strategic and operational objectives: Ensures focus on key strategic and

operational objectives to deliver Shareholder value. Designed to ensure the

Executive Directors focus on operational efficiencies, manage risk effectively,

remain client-focused, and are required to drive colleague engagement

EPS: Links reward to ‘in-year’ underlying equity returns to Shareholders

ROCE: Promotes disciplined capital allocation by linking reward to

investment return. Supports the strategy of growth, both organic and

through acquisitions. Ensures focus on the efficiency by which earnings

aregenerated

Cash conversion: Supports focus on cash collection

Remuneration continued

DWF Group plc | Annual Report and Accounts 202376

Remuneration arrangements for FY2023/24 – At a glance

Element Operation in FY2022/23 Intended operation in FY2023/24

Fixed pay

Base salary CEO £551,200

CFO £332,800

CSO £332,800

The Executive Directors received a 4% pay rise with effect from 1 May 2022.

MattDoughty received an additional increase on his change of role from

COOtoCSO. The average employee (includes partners) rise was 5.8%

No change

Benefits In line with policy No change

Pension In line with policy:

CEO 7% of salary

CFO 7% of salary

CSO 7% of salary

No change

Variable pay

Annual bonus In line with policy

Maximum opportunity:

CEO: 150% of salary

CFO: 100% of salary

CSO: 100% of salary

Performance conditions and weightings:

70% financial metrics including adjusted PBT and lock-up days,

withadjustedPBTaccounting for 50% and lock-up days 20%

20% strategic and operational objectives

10% ESG objectives

Weightings and targets of performance conditions are reviewed annually,

aswellasany bonus outcomes and strategic and operational objectives.

See page 79 for details of the performance targets, their level of achievement

andthe corresponding bonus earned by the Executive Directors.

The Annual Bonus Plan contains malus and clawback provisions. Full details are

setout on page 95 of the Annual Report and Accounts 2022.

No change

The actual performance targets set are

not disclosed at the start of the financial

year, asthey are considered commercially

sensitive. These are reported and

disclosed retrospectively at the end of

the year inorderfor Shareholders to

assess the basisforany bonus paid.

LTIPs

(made through

the EIP)

Maximum opportunity:

CEO: 175% of salary

CFO: 125% of salary

CSO: 125% of salary

Measures and weightings:

Cumulative three-year EPS (33% weighting): EPS was considered to be an appropriate

performance condition to use for the LTIP given the investment case made at

IPOonearnings growth, and is simple and well understood byinvestors.

Average annual ROCE (33% weighting): ROCE was considered to be an appropriate

performance condition to use to support the strategy of growth, both organic and

through acquisitions, and to focus on the efficiency by which earnings are generated.

Average cash conversion (33% weighting): Cash conversion was considered tobe

anappropriate performance condition as improving cash conversion wasakey focus

of the strategy set out in the prospectus.

No award expected to be granted

subjectto the successful completion

ofthe takeover.

See table on page 81 for details of the performance conditions and targets.

The EIP contains clawback and malus provisions. Full details are set out on page95

of the Annual Report and Accounts 2022.

Shareholding

requirements

Executive Directors are required to hold 100% of their pre-cessation

requirements shareholding requirement (or actual shareholding, if lower)

fortwoyears following their cessation of employment.

No change

Chair and

Non-Executive

Director fees

• Chair of the Board: £170,000 per annum

• Non-Executive Director: £65,000 per annum

• Deputy Chair of the Board (additional): £20,000 per annum

• Senior Independent Non-Executive Director (additional): £10,000 per annum

• Committee Chair (additional): £7,500 per annum

• Partner Director

: £0 per annum

No change

Notes

1. The average employee rise of 5.8% is the Group average figure for salary review and promotion eligible employees excluding Legal Operations (formerly Mindcrest)

employees in the US and India, and Spain based employees. (Based on pay review data effective 1 Jan 2023)

2. In accordance with the Articles of Association of the Company, fees paid to Directors shall not exceed in aggregate £2,000,000 per annum.

3. The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director represents the partners

ofDWFLaw LLP andDWF LLP and is therefore a partner Shareholder representative on the Board. Partner Directors do not receive any fees for the position on

theBoard because their remuneration isas a member of DWF Law LLP or DWF LLP (determined by his or her ‘home office’), and in some circumstances also by

wayofalimited salary as an employee ofDWFConnected Services Holdings Limited.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 77

Remuneration outcomes for FY2022/23 – At a glance

Directors’ Remuneration for the year ended 30 April 2023

Certain details set out on pages 70 to 88 of this Directors’ Remuneration Report have been audited by the Auditor. Thesedetails

have been identified as ‘audited’ where appropriate.

Single total figure of remuneration (audited)

The table below sets out the single total figure of remuneration paid to each Director of the Company. Figures provided have been calculated

inaccordance with the UK disclosure requirements: the Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment)

Regulations 2013 (Schedule 8 to the Regulations).

It is the Committee’s view that it is important, when considering the remuneration paid in the year under the single figure, to take a holistic

view of the Executive Directors’ total remuneration linked to the performance of the Company. In the Committee’s opinion, the impact

onthe total remuneration of the Executive Director is more important than the single figure in any one year. This approach encourages

Executive Directors to take a long-term view of the sustainable performance of the Company. The ability for the Executive Directors to gain

and lose, in alignment with Shareholders, dependent on the share price performance of the Company at a level which is material to their

total remuneration, is a key facet of the Remuneration Policy.

Salary/

fees

Taxable

benefits

Bonus

LTIP

Pensions

Other

Total

fixed

Total

variable

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

2022/

2021/

Executive Directors

Sir Nigel

Knowles

551,200 530,000 6,722 3,754 0 221,680 178,215 N/A 38,584 37,100 N/A N/A 774,721 792,534 596,506

570,854 178,215 221,680

Chris

Stefani

332,800 320,000 5,162 4,693 0 221,680 76,858 135,745 23,346 21,801 N/A N/A 438,166 703,919 361,308 346,494 76,858 357,425

Matthew

Doughty

325,413 300,000 5,692 5,208 0 221,680 72,055 N/A 22,779 21,000 N/A N/A 425,939 547,888 353,884 326,208 72,055 221,680

Non-Executive Directors

Jonathan

Bloomer

170,000 170,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 170,000 170,000 170,000 170,000 N/A N/A

Chris

Sullivan

95,000 95,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 95,000 95,000 95,000 95,000 N/A N/A

Luke

Savage

72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A

Tea

Colaianni

72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A

Sam

Tymms

72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A

Notes

1. Taxable benefits for the CEO, CFO and CSO comprise private medical insurance for the Executive Director and their spouse or civil partner as well as any dependent

children, permanent health insurance, and life assurance up to four times salary (up to £1m).

2. Bonus is paid 50% in cash and 50% in shares. The aggregate total bonus outcome of £665k in FY2021/22 was distributed equally between the three Executive Directors

as described in the Annual Report and Accounts 2022.

3. LTIPs are made through the EIP. Further details can be found on page 93 of the Annual Report and Accounts 2022. Nigel Knowles’ LTIP consisting of 1,303,034 shares

isdue to vest on release of FY23 results with 14.1% performance conditions achieved. Chris Stefani’s LTIP consisting of 561,955 shares is due to vest on release

ofFY23results with 14.1% performance conditions achieved. Matt Doughty’s LTIP consisting of 526,833 shares is due to vest on release of FY23 results with 14.1%

performance conditions achieved. A £0.97 share price has been assumed. Of the value shown in the table £47,439 of that value relates to the share price growth

forNigel Knowles’ awards, £20,458 of the value relates to share price growth for Chris Stefani’s awards and £19,180 of the value relates to share price growth for

MattDoughty’s awards. Chris Stefani’s LTIP for 2021/22 was recalculated to the actual value upon vesting using a the share price £0.984978.

4. The pension paid to the CFO was partly paid into the company provided pension scheme with the additional amount paid as a cash allowance. Together these

payments were equivalent to 7% of salary.

Payments for CEO and CSO were paid wholly as a cash allowance due to life time allowance limits and annual allowance limits.

5. Fees include Non-Executive Director fees and fees for the chairing of committees. Further details can be found on page 97 of the Annual Report and Accounts 2022.

6. The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director represents the partners of

DWFLaw LLP and DWF LLP and is therefore a partner Shareholder representative on the Board. Partner Directors do not receive any fees for the position on the Board

because their remuneration is as a member of DWF Law LLP or DWF LLP (determined by his or her ‘home office’), and in some circumstances also by way of a limited

salary as an employee of DWF Connected Services Holdings Limited. Michele Cicchetti provides qualifying services to the Group through his position as country

managing partner of Italy, Michele’s remuneration in respect of these qualifying services was £205,880 (2021/22: £418,417). His remuneration for FY2021/22 is

pro-rated from commencement of his appointment to the Board. Seema Bains does not provide qualifying services to the Group including to the subsidiaries as

shedoes not hold any management roles as a member of DWF Law LLP and hence no remuneration is disclosed.

Remuneration continued

DWF Group plc | Annual Report and Accounts 202378

Bonus for the financial year ended 30 April 2023 (audited)

Performance condition

Threshold

performance

required

(20% of max)

Target

performance

required

(50% of max)

Maximum

performance

required

(100% of max)

Actual

performance

Weighting

(based on

100%

maximum)

Bonus outcome for each Director

Sir Nigel

Knowles

Chris

Stefani

Matthew

Doughty

Adjusted PBT £43.9m £47.8m £50.2m £43.3m 50% 0% 0% 0%

Lock-up days 179 177 173 196 20% 0% 0% 0%

Strategic and operationalobjectives See details below 69%

objectives

met

20% 0% 0% 0%

ESG objectives See details below 65%

objectives

met

10% 0% 0% 0%

Percentage of maximum

performanceachieved

0% 0% 0%

Notes

1. Rounded to the nearest £1k.

2 Maximum bonus opportunity for the CEO was 150% of salary and for each of the CFO and CSO was 100% of salary.

3. Payment of all elements of the bonus was subject to achievement of the threshold adjusted PBT target. As the threshold target was missed, no bonus is payable.

Details of strategic, operational and ESG objectives for FY2022/23

The strategic and operational objectives are made up of a number of personal weighted objectives for specific matters to be achieved

during the financial year to safeguard the business and contribute to, orform, the essential financial and strategic priorities and outcomes.

The Executive Directors performed strongly across their personal weighted objectives, which were fully achieved, as described below:

Executive Director

Sir Nigel Knowles

(CEO)

Clients

(33%weighting)

ESG

(33% weighting)

Growth

(33% weighting)

Objective Embed and deliver on DWF’s

Integrated Legal Management

(ILM) approach.

Work with the Head of ESG

todeliver the key KPIs in the

sustainability report regarding

empowering our colleagues

andcommunities and to make

progress on the long-term

D&Itargets.

Continue to identify growth

opportunities including M&A

andnew associations.

Outcome • ILM clients increased by more

than 12%, including the notable

achievement of securing a

Crown Commercial Services

Framework appointment.

• Our colleague engagement

survey ran in May 2023, with

the firm-wide eNPS remaining

static at +76; this was a

strongresult given the

currenteconomic and

financial environment.

• Continued progress against

our representation targets:

wefinished the financial year

at 32.3% female leadership

representation and 6.4%

senior ethnically diverse

representation.

• Completion of successful

transactions with UK and

Canadian business that

strengthen our ability

toprovide ILM.

Attainment 66% 80% 50%

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 79

Chris Stefani

(CFO)

SRA Compliance

(33%weighting)

ESG

(33%weighting)

Cost Reduction

(33%weighting)

Objective Improve our SRA audit outcomes. Develop and evolve the

waywemeasure and report

ourimpact on climate and

nature and implement

ESGlinked borrowing.

Continue to sponsor the review

of the target operating model for

Finance through project Etienne.

Outcome • Significant focus on finance

operations process

improvement, leading to

improved SRA outcomes.

• TCFD reporting was updated

for the full year, and is

included in the Annual Report;

TNFD reporting remains on

the plan for adoption.

• Potential purchasing strategy

in development, alongside

discussions with co-members

of the Charter 1.5 to explore

the potential for a joint

offsetproject.

• Following a review of internal

process improvement

projects, a new strategy

hasbeen implemented

withafocus on process

streamlining and automation.

• We achieved strong cost

saving results via the strategic

costs review and we estimate

that this review will see

approximately £15m of

annualised cost savings

bytheend of FY24.

Attainment 100% 50% 50%

Matthew Doughty

(CSO)

Growth

(33% weighting)

ESG

(33% weighting)

Operating Model

(33%weighting)

Objective Continue to identify growth

opportunities including M&A

andnew associations.

Work with the Head of ESG

todevelop an action plan to

operationalise the ESG Strategy.

Continue to embed a people

plan that engages our colleagues

and drives performance.

Outcome • A successful acquisition of a UK

based specialist in legal spend

management (Acumension)

tocomplement our Insurance

Services offering.

• Completion of a successful

transaction with Canadian

litigation specialist – Whitelaw

Twining – that provides

opportunities in the Canadian

legal market and strengthens

our ability to provide ILM in

theNorth American region.

• We continue to work on

embedding the ESG

Integration policy and risk

assessment, with the first

round of training complete.

• The Risk and Sanctions

Committee is now embedded

as the escalation point, and

the Head of ESG sits on

thiscommittee to ensure

ESGconsiderations are

robustly considered.

• An online training programme

for senior leaders on our ESG

strategy was delivered by

Manchester University;

attendance averaged 74%

across the three sessions.

• Voluntary attrition has

remained broadly flat across

FY23; a number of changes in

our approach to recruitment

have been implemented,

including strategic

partnerships to ensure

thatour talent pipeline

remains a priority.

• Investment in a new global

People Management Platform

which will enhance our

employee value proposition,

and deliver improved people

analytics to drive insights

andactions.

Attainment 100% 66% 50%

Remuneration continued

DWF Group plc | Annual Report and Accounts 202380

Vesting of 2020 long-term incentive award

The three-year performance period for the EIP award granted on 1 August 2020 ended on 30 April 2023. The formulaic outcome of

theperformance conditions was 14.1% vesting (as detailed below). The Remuneration Committee assessed this outcome and deemed

itappropriate in the context of overall business performance over the performance period.

Performance condition

Threshold

(20% vesting)

Target

(50% vesting)

Maximum

(100% vesting)

Actual

performance

Total

% vesting

Cumulative Three-Year EPS (40% weighting) 33.8 pence 37.7 pence 41.3 pence 28.9 pence 0%

Average Annual ROCE (40% weighting) 26% 29% 32% 27.5%

14.1%

Average Cash Conversion (20% weighting) 82% 91% 101% 75.3% 0%

Note

1. The Committee used a pre-IFRS 16 basis for ROCE when assessing the achievement of the ROCE target for the 2019 LTIP. This basis has been adopted to ensure

performance against the ROCE target was measured consistently over the entire LTIP performance period as the ROCE target was initially set on a pre-IFRS 16 basis.

This approach therefore provides a ‘like for like’ comparison.

Long-term incentive awards made in the financial year ended 30 April 2023

LTIP awards, which are conditional share awards made through the EIP, were granted to the Executive Directors on 1 August 2022.

Executive Director Award date % of salary Shares granted Face value

Sir Nigel Knowles (CEO) 1 August 2022 175% 1,015,776 £964,000

Chris Stefani (CFO) 1 August 2022 125% 438,070 £416,000

Matthew Doughty (CSO) 1 August 2022 125% 410,691 £390,000

Note

1. Based on the five-day Volume weighted average price share price of the Company of £ 0.949 as at 1 August 2022.

These LTIP awards have a three-year performance period to the end of the 2024/25 financial year and following vesting are subject to a

two-year holding period.

The following table sets out the performance conditions and targets:

Performance condition and percentage of award opportunity

Threshold

(20% vesting)

Target

(50% vesting)

Maximum

(100% vesting)

Cumulative Three-Year EPS (40% weighting) 36 pence 40 pence 44 pence

Average Annual ROCE (40% weighting) 21% 23% 25%

Average Cash Conversion (20% weighting) 86% 95% 105%

* Straight-line vesting applies between these points.

No other awards were made to Executive Directors during the year.

Achievement of shareholding guidelines as at 30 April 2023

The following chart illustrates the achievement of the shareholding guidelines by the Executive Directors as at 30 April 2023, against the

minimum shareholding requirement under the Remuneration Policy (see page 94 of the Annual Report and Accounts 2022 for a detailed

breakdown). The chart is designed to illustrate the value of their shareholding as a percentage of base salary. Their shareholding for these

purposes does not include unvested LTIP awards. For full information on all Directors’ interests in shares, see the table on page 82.

Executive Director Base salary

Achievement of shareholding

guidelinesbeginning of FY2022/23

Achievement of shareholding

guidelinesend of FY2022/23

Number Value

Sir Nigel Knowles (CEO) £551,200 2,667,211 £2,944,932 2,677,211 £1,713,415

Chris Stefani (CFO) £332,800 928,097 £1,020,907 958,411 £613,383

Matthew Doughty (CSO) £332,800 2,669,421 £2,936,363 2,669,421 £1,708,429

Notes

1. Based on share price of the Company of £1.10 as at 29 April 2022.

2. Based on share price of the Company of £0.64 as at 28 April 2023.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 81

Annual Report on Remuneration

The following table sets out where in the Remuneration Report the information can be found or where it is not relevant a statement to

thateffect:

Information Page

Single figure of remuneration for each Executive Director 78

Share interests awarded during FY2022/23 81

Payment to past Directors 83

Statement of Directors’ shareholding and share interests 82

Percentage change in remuneration of Directors and all colleagues (including partners) 87

Pay ratio information in relation to the total remuneration of the Director undertaking the role of the CEO 85

Statement of the Implementation of the Remuneration Policy in FY2022/23 77

Statement of voting at General Meeting 83

Relative importance of spend on pay

The table below shows the percentage change in total salary costs and Shareholder distributions (i.e. dividends) from the financial year ended

30 April 2022 to the financial year ended 30 April 2023. There have been no changes between 30 April 2023 and the date of this report.

FY2021/22

£m

FY2022/23

£m

Change

Shareholder distributions paid in the year

13.5 15.1 +11.9

Total remuneration cost

218.2 238.7 +9.4

Notes

1. Dividends paid per year is defined in note 7 of the financial statements.

2. Total remuneration cost is defined in note 25 of the financial statements.

Directors’ share interests (audited)

The Directors’ interests in shares as at 30 April 2023 are provided below. There have been no changes between 30 April 2023 and the date

of this report.

Number of

beneficially

owned

Value of shares

beneficially

owned as a %

salary/fees

Shareholding

guidelines

Deferred

Bonus Plan

subject to

performance

conditions

Shares not

subject to

performance

conditions

Total

interest

in shares

Executive Directors

Sir Nigel Knowles 2,677,211 311% 250% 247,020 3,138,156 0 6,062,387

Chris Stefani 958,411 184% 200% 247,020 1,353,381 0 2,558,812

Matthew Doughty 2,669,421 513% 200% 247,019 1,268,796 0 4,185,236

Non-Executive Directors

Jonathan Bloomer 40,000 N/A N/A N/A N/A N/A 40,000

Chris Sullivan 409,836 N/A N/A N/A N/A N/A 409,836

Luke Savage 32,693 N/A N/A N/A N/A N/A 32,693

Tea Colaianni 49,180 N/A N/A N/A N/A N/A 49,180

Sam Tymms 0 N/A N/A N/A N/A N/A 0

Seema Bains 1,400,000 N/A N/A N/A N/A N/A 1,400,000

Michele Cicchetti 1,779,644 N/A N/A 56,349 22,000

300,021

2,158,014

Notes

1. Calculated using the share price of £0.64 on 28 April 2023.

2. These Deferred Bonus Plan Share awards represent 50% of the bonus awarded for the period up to 30 April 2021. For the purposes of this award, the volume weighted

average price for the 5 days immediately preceding the date of grant of £1.132 was used.

3. This relates to an award granted to Michele Cicchetti before he was appointed as Partner Director. The award vests over five years in ten equal tranches, five tranches

onemployment and five on performance.

4. This is a conditional award over 156,897 ordinary shares granted to Michele Cicchetti on 14 January 2021, which will vest over five years in equal tranches and are

notsubject to performance conditions. This award is unrelated to his role as Partner Director for which he receives no remuneration as described on page 78.

Anadditional conditional award over 411,769 ordinary shares was granted to Michele Cicchetti on 9 December 2022. This will vest in equal tranches, with the

firsttranche having vested on 16 January 2023 and the second tranche vesting upon the release of full year results.

Remuneration continued

DWF Group plc | Annual Report and Accounts 202382

Service contracts or letters of appointment

The following table provides details of the service contracts or letters of appointment for the Directors. All service contracts and letters

ofappointment are available for viewing at the Company’s registered office. In line with best practice, all Directors are subject to annual

re-election at the Company’s AGM. The Chair of the Board and the Independent Non-Executive Directors are appointed subject to

reappointment at the AGM for an initial term of three years commencing on the admission of the shares to trading on the London Stock

Exchange. The initial period of three years is renewable by one additional period of three years and renewable thereafter at the discretion

ofthe Company. Partner Director letters of appointment provide that their duties as a Director are subject to their professional duties

assolicitors authorised by the SRA or equivalent regulatory authority.

Date appointed Expiry date

Notice period by

Company or Director

Executive Directors

Sir Nigel Knowles 29 May 2020 Rolling service contract with no fixed expiry date. 12 months

Chris Stefani 10 September 2018 Rolling service contract with no fixed expiry date. 12 months

Matthew Doughty 22 October 2020 Rolling service contract with no fixed expiry date. 12 months

Non-Executive Directors

Jonathan Bloomer 1 August 2020 Rolling letter of appointment for an initial term of

threeyears with no fixed expiry date.

3 months

Chris Sullivan 1 November 2018 Rolling letter of appointment for an initial term of

threeyears with no fixed expiry date.

1 month

Luke Savage 1 November 2018 Rolling letter of appointment for an initial term of

threeyears with no fixed expiry date.

1 month

Tea Colaianni 1 November 2018 Rolling letter of appointment for an initial term of

threeyears with no fixed expiry date.

1 month

Sam Tymms 1 December 2018 Rolling letter of appointment for an initial term of

threeyears with no fixed expiry date.

1 month

Seema Bains 22 October 2020 Rolling letter of appointment for an initial term of up to

three years with no fixed expiry date. The Partner Director

is not entitled to receive a fee for undertaking the role.

1 month

Michele Cicchetti 22 October 2020 Rolling letter of appointment for an initial term of up to

three years with no fixed expiry date. The Partner Director

is not entitled to receive a fee for undertaking the role.

1 month

Payments to past Directors/payments for loss of office (audited)

There were no payments made to any director for loss of office during FY2022/23.

Shareholder voting at the 2022 AGM

Votes for % for Votes against % against

Total votes

validly cast

Votes

withheld

To approve the Directors’ Remuneration Policy 124,025,517 96.51 4,489,586 3.49 128,515,103 21,418

To approve the Directors’ Remuneration Report,

otherthan the part containing the Directors'

Remuneration Policy 120,678,137 94.43 7,115,131 5.57 127,793,268 743,253

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 83

Wider workforce remuneration

This section of the Directors’ Remuneration Report provides an overview of remuneration principles and wider workforce remuneration

across the Group including:

• CEO-to-worker pay ratio; and

• UK gender and ethnicity pay gap reporting.

Remuneration principles and wider workforce remuneration across the Group

The Committee considers remuneration principles and wider workforce remuneration across the Group to enable it to take into account

wider workforce pay and practices, and the alignment of incentives and reward with culture, when setting Executive Director remuneration.

As set out below, key areas considered by the Committee include: Group remuneration principles; grading structure; basic pay; bonus;

shareplans; pension; benefits; and termination policies.

The Committee is satisfied that the approach to remuneration across the Company is consistent with the Group’s principles of remuneration.

Inthe Committee’s opinion, the approach to Executive Director remuneration aligns with the wider Group remuneration principles,

andthere are no anomalies specific to the Executive Directors.

Group remuneration principles

The table below sets out the Group’s remuneration principles:

Principle Detail

Competitive and fair Salaries set around marketmedian

Benefits reflect best practice and workforce needs

Flexibility in share plans to attract and retain key talent

Rewarding (theright) high performance We are a high-performing business and when we conduct our end of year reviews,

we recognise highperformers

We operate an annual performance-review process to ensure we have good

performancediscussions

We can recognise those who make outstanding contributions through share awards

Simple to understand We try to avoid unnecessary complexity

We provide accessible and relevant information

Supports DWFvalues and culture Incentives, performance-management and recognition approaches support DWF values

andculture

Benefits support our inclusive culture

Grading structure

DWF has a centralised approach to grading, with a new grading methodology introduced on 1 March 2021 to reflect the complexity

oftheGroup and to allow for future growth, with colleagues (Executive Directors, partners and colleagues) graded from band 1 to 4.

Overview of findings

The Group’s workforce has a unique structure, comprising both colleagues and members of partnerships. The partners, who represent

theprincipal generators of income for the Group, remain subject to partnership remuneration and benefit arrangements.

Salary

Average salary increases for colleagues and partners across the Group are being applied on an equitable and objective basis.

Salaryincreases are based on external benchmarking and position in pay range compared with market medians. It is our policy to

increasethe salaries of the Executive Directors using the same approach and withwider workforce remuneration arrangements in mind.

Bonus

The majority of our colleagues and partners can share in the success of the Company through incentive compensation. In line with market

practice, the level of incentive compensation and whether it is paid solely in cash or in a mixture of cash and deferred shares, depends on

the level of seniority of colleagues and partners.

Share plans

Equity participation is offered to all UK, US and Spanish employees of the Group through the BAYE scheme, and to senior management and

Executive Directors through the LTIP and Deferred Bonus Plans, each of which involves the award of shares. It is the Group’s policy to allow

colleagues and partners to share in success by means of equity participation.

The BAYE continues to operate on an annual basis. All qualifying colleagues are invited to participate in the BAYE scheme by acquiring

ordinary shares out of deductions from salary, and awarded matching shares in respect of ordinary shares acquired. Each year, all qualifying

colleagues will be invited to sign up to buy shares over a 12-month investment period. Matching shares are received on a one-for-two basis,

so for every two shares purchased over the 12-month investment period, participants receive one matching share three years from the start

of the relevant 12-month investment period subject to certain conditions.

The IPO gave DWF the opportunity to offer shares to the wider employee group, thus further aligning an element of remuneration with

Company performance, Executive Director remuneration, and the Shareholderexperience.

Remuneration continued

DWF Group plc | Annual Report and Accounts 202384

The EIP is in operation for partners and colleagues and offers a number of awards such as promotion awards, lateral hire awards and

exceptional contributor awards. These plans are designed to enable the business to attract and retain the right talent for the future

sustainability of the Group.

The Group’s Deferred Bonus Plan will be used for the Executive Directors’ deferred bonus shares for the period. The plan rulesenable

ittobe used for other senior colleagues and partners.

Pensions

All UK colleagues are eligible for enrolment in a Company defined-contribution pension arrangement. The current employee contribution

is3–5% of salary and employer contribution is 5–7% of salary. The contribution for Executive Directors is 7% of salary, in line with the

majority pensioncontributions applicable to the wider UK workforce. Outside of the UK, pension arrangements for colleagues are in line

with locallegal requirements.

Benefits

UK colleagues and partners are offered arange of benefits including life assurance and health insurance, and flexible benefits by way

ofsalary sacrifice. Elsewhere in theGroup, benefits are in line with local market practice.

Termination

An employee or partner must be in employment and not serving notice to be eligible for any bonus payment. The treatment of leavers

isgoverned by the respective share plan rules, agreed leaver status delegated authorities and operating guidelines.

Communication and engagement with colleagues and partners

The Board is committed to ensuring there is an open dialogue with our colleagues and partners over various decisions. The business

iskeptinformed of the Group’s activities and performance through communications and the circulation of corporate announcements.

Thisissupplemented by updates on Rubix, our intranet, to which all Non-Executive Directors have access.

To encourage opportunities for continuing dialogue, feedback and recognition, we continued with our Pulse Forum, established to

ensurethat we listen to colleague voices within all of our jurisdictions and embed changes to enhance both our working environment and

engagement with our Group strategy. The Forum assesses the outcomes from future Pulse Surveys and share our actions and the progress

we are making as well as helping to shape initiatives to improve everyone’s experience within the Group. During the course of the financial

year, plans were put in place to change our family friendly policies as a result of the feedback we had received.

Chris Sullivan, as the designated Non-Executive Director for the workforce, engages with the workforce with regard to Executive Director

remuneration arrangements. Further details on how we have engaged with colleagues and responded to their feedback is continued within

our Section 172(1) statement on pages 20 and 21.

For more information, please see page 61 of the Corporate Governance report and page 30 of the Environmental, Social and

Governancereport.

CEO-to-worker pay ratio as at 30 April 2023

DWF is committed to fairness and equality across the Group, and takes the CEO pay ratio, alongside a number of other factors,

intoconsideration when reviewing pay levels across the Group.

To calculate the CEO pay ratio, the Group used prescribed methodology A to calculate the pay and benefits of all UK colleagues (including

partners) on a full-time equivalent (‘FTE’) basis for the financial year, to identify the quartiles. The pay and benefits for all UK colleagues

andpartners for the relevant financial year is calculated and ranked from lowest to highest, to identify the colleagues and partners at

P25,P50 and P75. We chose methodology A as we felt it comprehensively reflects the pay levels of our colleagues (including partners).

The salary and total remuneration of UK FTE colleagues (including partners) at the 25th, 50th and 75th percentile, and the ratios between

the CEO and these colleagues (including partners) are shown in the table below. The information in the table below was collated using

available data as at 30 April 2023.

Year Methodology

Salary Total remuneration

P25 P50 P75 P25 P50 P75

Amount FY2022/23 A £26,000 £40,901 £66,875 £28,058 £45,391 £74,040

FY2021/22 A £23,795 £37,811 £63,067 £27,232 £43,928 £72,215

FY2020/21 A £25,000 £40,000 £65,000 £26,109 £42,134 £69,587

FY2019/20 A £23,000 £36,445 £59,400 £24,383 £39,088 £64,487

Ratio FY2022/23 A 21:1 13:1 8:1 28:1 17:1 10:1

FY2021/22 A 22:1 14.1 8.1 29.1 18.1 11.1

FY2020/21 A 21:1 13:1 8:1 35:1 22:1 13:1

FY2019/20 A 23:1 15:1 9:1 24:1 15:1 9:1

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 85

The Company believes the median pay ratio for FY2022/23 is consistent with the pay, reward and progression policies for the Group’s UK

colleagues (and partners). We complete a rigorous pay and benchmarking exercise annually on all roles, and adjust appropriately based

onperformance and affordability, to ensure colleagues (and partners) are remunerated fairly and in line with the Group’s pay philosophy.

In assessing our pay ratio versus likely ratios from industry peers, we believe we are towards the lower end of the range but note that

annualand long-term incentive payments have varied considerably amongst this group. In our case, the CEO single figure comprises

fixedpay, taxable benefits, pension benefits and a low level of incentive payout comprising no bonus payment and 14.1% long-term

incentive vesting. We also recognise that ratios will be influenced by levels of employee (and partner) pay, which may vary from other

sectors.

Over time, we expect there may be significant volatility in this ratio, and believe this will be caused by the following:

• Our CEO pay is made up of a higher proportion of incentive pay than that of our colleagues (and partners), in line with the expectations

ofour Shareholders. This introduces a higher degree of variability in CEO pay each year, which affects the ratio.

• We recognise that the ratio is affected by the different structure of the pay of our CEO to that of our colleagues (and partners), as well

asthe make-up of our workforce. This ratio varies between businesses even in the same sector. What is important from our perspective is

that this ratio is influenced only by the differences in structure, and not by divergence in fixed pay between the CEO and wider workforce.

Where the structure of remuneration is similar, as for the Executive Board and the CEO, the ratio is likely to be much more stable over time.

Performance against Total Shareholder Return (‘TSR’)

The following chart illustrates the Company’s TSR performance (share price growth plus dividends paid) from the date of Admission

againstthe performance of the FTSE All Share Support Services, a broad-based index the Company has been a constituent member

ofsinceAdmission.

2021

20202019

180

160

140

120

100

MF A J A S O N DJMJ MF A J A S O N DJM J MF A J A S O N DJM J MF A MF AJ A S O N DJM

2022

2023

DWF Group

FTSE All-Share Support Services Index

Historic CEO remuneration

Element F Y2018/19 FY2019/20 FY2020/21 FY2021/22 FY2022/23

Total remuneration £70,949 £530,000 £868,784

£792,533 £774,721

Annual bonus as a percentage of opportunity 0% 0% 37.1%

28.0% 0%

LTIP as a percentage of opportunity N/A N/A N/A N/A 14.1%

Notes

1. Figures for FY2020/21 are based on total remuneration paid to Andrew Leaitherland up to 28 May 2020 and Sir Nigel Knowles from 29 May 2020.

2. The aggregate total bonus outcome of £748,000 for FY2020/21 was distributed equally, on a pro-rata basis for length in role, between the three Executive Directors

asdescribed onpage 93 of the Annual Report and Financial Statements 2021. The maximum bonus opportunity for the CEO was 150% of base salary.

3. The aggregate total bonus outcome of £665k for FY2021/22 was distributed equally between the three Executive Directors as described on page 84 of the

AnnualReport FY22. The maximum bonus opportunity for the CEO was 150% of base salary.

Remuneration continued

DWF Group plc | Annual Report and Accounts 202386

Percentage change in remuneration of the Directors and all colleagues and partners

The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director

represents the partners of DWF Law LLP and DWF LLP and is therefore a partner Shareholder representative on the Board. Partner

Directors do not receive any fees for the position on the Board because their remuneration is as a member of DWF Law LLP or DWF LLP

(determined byhis or her ‘home office’), and in some circumstances also by way of a limited salary as an employee of DWF Connected

Services Holdings Limited. Therefore, Partner Directors are not included in the table below.

Salary/fees % change Taxable benefits % change Bonus % change

2022/23 2021/22 2020/21 2022/23 2021/22 2020/21 2022/23 2021/22 2020/21

Executive Directors

Sir Nigel Knowles 4% 9% 0% 79% -11% 0% -100% -25% 0%

Chris Stefani 4% 0% 0% 10% 2.4% -15% -100% -25% 0%

Matthew Doughty 8% 90% 0% 9% 119% 0% -100% 40% 0%

Non-Executive Director

Sir Nigel Knowles N/A N/A 0% N/A N/A N/A N/A N/A N/A

Jonathan Bloomer 0% 34% 0% N/A N/A N/A N/A N/A N/A

Chris Sullivan 0% 6% 20% N/A N/A N/A N/A N/A N/A

Luke Savage 0% 0% 0% N/A N/A N/A N/A N/A N/A

Tea Colaianni 0% 0% 0% N/A N/A N/A N/A N/A N/A

Sam Tymms 0% 0% 0% N/A N/A N/A N/A N/A N/A

Vin Murria N/A N/A -35% N/A N/A N/A N/A N/A N/A

Average employee

(includespartners) 5.80% 9% -0.2% 18% -28% 31% -100% -42% 522%

Notes

1. Sir Nigel Knowles stepped down as Chair of the Board on 29 May 2020 and his appointment as CEO and the respective remuneration for each role is captured

inthetable.

2. Matthew Doughty was appointed as COO on 22 October 2020 and the table shows his remuneration from that date.

3. Jonathan Bloomer was appointed Chair of the Board on 1 August 2020 and the table shows his remuneration from that date.

4. Fees paid to Chris Sullivan include Non-Executive Director fees and Senior Independent Non-Executive Director fees from the beginning of the period.

On1 August2020, Chriswasappointed Deputy Chair of the Board and the table includes his additional fees for that role from that date.

5. Vin Murria stepped down as a Non-Executive Director on 30 December 2020 and the table shows her fees up to that date.

6. The aggregate total bonus outcome of £748,000 for FY2020/21 was distributed equally, on a pro-rata basis for length in role, between the three Executive Directors

asdescribed onpage 93 of the Annual Report and Financial Statements 2021. The aggregate total outcome of £665k for FY2021/22 was distributed equally between

the three Executive Directors as described on page 84.

The Committee uses this information to satisfy itself that there is not an increasing gap between the level of fixed pay for the Director

andfor colleagues (including partners). Based on the above analysis, the Committee is satisfied that this is the case.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 87

UK gender and ethnicity pay gap reporting

We reported on our UK gender and ethnicity pay gap for 2022 in March 2023. The full 2021 Gender and Diversity Pay Gap Report is available

on our website at dwfgroup.com.

The Group’s UK gender pay gap

Pay gap

2017 2018 2019 2020 2021 2022

Mean hourly pay gap 50% 48% 39% 37% 35% 38%

Median hourly pay gap 36% 32% 33% 33% 28% 31%

Mean bonus pay gap 51% 45% 37% 38% 24% 49%

Median bonus pay gap 32% 23% 35% 38% 8% 42%

Note

1. The figures above are combined figures for both employees and self-employed partners. For both hourly pay rates have been used.

While we are working hard to speed up the pace of change in our business, there is a gender pay gap due to the fact that we have more menat senior levels in higher-paidroles.

In our employee population, there is an increased number of women represented in our lowest pay quartile; whilst there was also an increase in Womenin our highest

payquartile, the total number of employees in these groups differ significantly. We are taking targeted and sustained action where there is currentlyunder-representation,

andwearemaking positive progress. We know that changing decades ofimbalance in our business and sector is going to take time, butwearecommitted to addressing it.

This sustained focus on meaningful actions will result in a more diverse workforce, supported andempoweredthrough our inclusive culture and values.

Ethnicity pay gap reporting

As part of our wider inclusion approach, we have worked hard over the past year to build a more accurate picture of our black and minority

ethnic (‘BAME’) population.

The Group’s UK ethnicity pay gap

Pay gap

2020 2021 2022

Mean hourly pay gap 23% 24% 26%

Median hourly pay gap 22% 23% 25%

Note

1. The figures above are combined figures for both employees and self-employed partners. For both, hourly pay rates have been used.

We are committed to increasing the representation of minority ethnic colleagues across all career bands. We have seen a reduction

inthemedian pay gap figure, and this can likely be attributed to the number of ethnically diverse colleagues in the upper pay quartiles.

Statistically, with 23% of our population still not disclosing their information, we can see small changes affect our pay gap. We do understand

that some colleagues may not feel comfortable sharing this information, soeither decide not to disclose or use our ‘prefer not to say’ category.

Wewillcontinue to encourage our colleagues to disclose their diversity data to improve the accuracy of our reporting, whilst ourlatest

representation targets, to 2025, will drive action andhold ourselves accountable tochange.

Our ESG Strategy also included publication of new stretch targets to increase the gender and ethnic diversity of our workforce and unlock

the potential of women and ethnically diverse colleagues. More details on these targets can be found on page 29.

Approved by the Board of Directors and signed on its behalf

Tea Colaianni

Chair, Remuneration Committee

Remuneration continued

DWF Group plc | Annual Report and Accounts 202388

Directors’ report

The Board of Directors present their report on the audited

consolidated financial statements for the financial year ended

30 April2023 as required by the Companies Act 2006. TheDirectors’

report, together with the Strategic report on pages1to 46, form the

Management Report for the purposes of the FCA’s Disclosure,

Guidance and Transparency Rule (‘DTR’) 4.1.5R (2) and DTR 4.18R.

Statutory or regulatory information contained elsewhere

intheAnnual Report and Accounts

The Board considers that some of the matters required to be

disclosed in the Directors’ report are of strategic importance

andthese are therefore included in more detail in the sections

ofthe report as indicated in the table below.

Information Section Page

Likely future developments

inthebusiness

Strategic report 5

Risk factors and principal risks;

going concern and viability

statements

Strategic report 40 to 45

Financial instruments:

information on the Group’s

financial instruments and risk

management objectives and

policies, including our policy

onhedging

Note 19 to the

Consolidated financial

statements

127

Governance arrangements;

human rights and

anti‑corruptionand

briberymatters

Environmental, Social

and Governance report

Environmental matters

includingannual greenhouse

gasemissions, TCFD and SECR

Environmental, Social

and Governance report

26 to 39

Social and community matters Environmental, Social

and Governance report

Financial risk management Consolidated financial

statements

127

Section 172(1) statement Section 172(1) and

stakeholders

20 to 25

Disclosure of information required by DTR 7.2.1R

The corporate governance statement as required by DTR 7.2.1R

issetout on page 53.

Disclosure table pursuant to Listing Rule (‘LR’) 9.4.8C

The following table provides references to where the information

required by LR 9.4.8C is disclosed:

Listing Rule Listing Rule requirement Page

9.8.4(4) Long-term incentive schemes Directors’

Remuneration Report,

70 to 88

9.8.4 (12) Waiver of dividends

byaShareholder

Directors’ report

9.8.4(13) Waiver of future dividend

byaShareholder

Directors’ report

Board of Directors

You can find the names of all current Directors and their

biographieson pages 50 to 51. All Directors intend to seek election

or re‑election at the 2023 AGM in accordance with the Articles of

Association of the Company (the ‘Articles of Association’) and the

recommendations ofthe UK Corporate Governance Code 2018

(the‘Code’).

Appointment, reappointment and removal of Directors

Directors are appointed and may be removed in accordance with the

Articles of Association and the provisions of the Companies Act 2006.

A Director may be appointed to the Board by ordinary resolution

ofthe Shareholders in a general meeting, either to fill a vacancy

oras an additional director. No person other than a Director

retiringinaccordance with the Articles of Association shall be

elected or re-elected at any general meeting unless:

i. recommended by the Board; or

ii. not less than 14 nor more than 42 days before the date

appointed for the meeting there has been given to the Company,

by a member (other than the person to be proposed) entitled

tovote at the meeting, notice of the intention to propose a

resolution for the election of that person, stating the particulars

which would, if they were so elected, be required to be included

in the Company’s register of Directors and a notice executed

bythat person of their willingness to be elected.

A Director may be removed by the Company in certain circumstances

set out in the Articles of Association or by special resolution or

byordinary resolution of which special notice had been given

inaccordance with the Companies Act 2006.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 89

Directors’ report continued

Powers of Directors

The business of the Company is managed by the Directors who are

subject to the Articles of Association, provisions of the Companies

Act 2006 and any directions given by special resolution. Specific

powers relating to the allotment and issuance of ordinary shares

and the ability of the Company to purchase its own securities

arealso included within the Articles of Association, and such

authoritiesmay be submitted for approval by the Shareholders

atthe AGM eachyear.

Directors’ indemnities and insurance

As permitted by the Articles of Association and to the extent permitted

by the law, the Company has indemnified each Director inrespect of

any liability arising out of, or in connection with, the execution of their

powers, duties and responsibilities, as Directors ofthe Company or any

of its subsidiaries. These indemnities in force during the year and that

continue to remain in force are qualifying third party indemnities as

defined by section 234 of the Companies Act 2006.

The Company also maintains directors’ and officers’ liability insurance

as provided for in the Articles of Association. The Directors may also

obtain, at the Company’s expense, external legalor professional

advice necessary to enable them to carry out their duties.

Directors’ interests

Directors’ interests in the share capital of the Company as at

30 April2023 are set out on page 82 in the Directors’

RemunerationReport.

Conflicts of interest

The Articles of Association give the Board power to authorise

matters that give rise to actual or potential conflicts. The Company

has a policy and procedures in place for identifying, disclosing,

evaluating and managing conflicts of interest so that Board

decisions are not compromised by a conflicted director. Directors

have a continuing duty to ensure the Board is updated on any

changes to these conflicts. The Company Secretary maintains a

bythe Board. The register of conflicts is reviewed annually and

approved by the Board.

Articles of Association

The Company’s Articles of Association may only be amended

bypassing a special resolution of the Company at a general

meeting.The Articles of Association are available on our website

atdwfgroup.com/en/investors.

Dividends

The Group’s capital allocation policy is to prioritise having

sufficientcapital to fund ongoing operating requirements and

strategic investment in the Group’s long term growth. Under normal

circumstances, the Board targets a pay‑out ratio of up to 70% of

adjusted profit after tax. For FY2022/23, however, no final dividend

has been declared given the proposed acquisition of DWF Group by

Inflexion and unanimous recommendation that DWF Shareholders

vote in favour of the deal. During the year, the Board declared an

interimdividend of0.0160 pence per ordinary share which was

paidto Shareholders on 3 March 2023. There are no guarantees

thatthe Company will paydividends, or the level of any such

dividends in the future.

Share capital structure and share rights

As at 30 April 2023, the Company’s share capital comprised

341,979,578 ordinary shares of 1 pence each, fully paid up and

quoted on the London Stock Exchange.

Rights attributable to the Company’s ordinary shares are as set out

in the Articles of Association (which are available on our website

atdwfgroup.com/en/investors) and in applicable company law.

Holders of the Company’s ordinary shares have the right to attend,

speak and vote (either in person or by proxy) at a general meeting

oftheCompany, and the right to benefit in any distribution of

theCompany, which includes, but is not limited to, dividends.

NoShareholder owns shares with special rights as to control.

The Company operates a number of employee share plans, which

are detailed both in the Directors’ Remuneration Report on pages

70 to 88 and in note 23 to the consolidated financial statements.

The voting rights of shares held in trust for the share plan

participants, as beneficial holders, are exercised at the direction of

the participant. In respect to any voting rights of shares held in trust

that are not allocated to share plan participants, Ocorian Limited

(the ‘Trustee’) will abstain from voting these shares, unless directed

otherwise by the Company, and then only in accordance with the

Trustee’s discretion. The Trustee of the Employee Benefit Trust

andthe Reward Share Trust has waived its right to dividends on

allunallocated shares within the Trusts.

Substantial shareholdings

The table below shows the direct and indirect holdings of major

Shareholders in the Company’s ordinary issued share capital,

as at30 April 2023. The Company had been notified in accordance

withthe provisions of Chapter 5 of the DTR or was otherwise aware,

ofthe following interests in the Company’s voting rights:

£m

Number of

ordinary shares

as at

30 April 2023

% of issued

capital as at

30 April 2023

DWF Group Plc Employee Benefit Trust 26,094,415 7.63

Premier Miton Investors 19,366,428 5.66

Cartesian Capital Group 18,214,338 5.33

Gresham House Asset Management 16,541,914 4.84

abrdn 16,337,928 4.78

GAM 13,669,916 4.00

1 Issued share capital as at 30 April 2023 was 341,979,578.

As at 24 August 2023, only two further notifications have been

received. The first notification released on 4 July confirmed Gresham

House has increased their holding to 17,291,914 shares (5.06%).

Thesecond notification published on 1 August confirmed that

Premier Milton have decreased their shareholding to below 3%.

DWF Group plc | Annual Report and Accounts 202390

Authority to allot and purchase own shares

At the Company’s 2022 AGM, the Directors were authorised to:

i. allot ordinary shares (or grant rights to subscribe for, or convert

any securities into, ordinary shares) up to an aggregate nominal

amount equal to £1,084,509 (representing 108,450,900 ordinary

shares of 1pence each); and

ii. allot ordinary shares in connection with a rights issue up to an

aggregate nominal amount equal to £2,169,018 (representing

216,901,800 ordinary shares of 1pence each), as reduced by

thenominal amount of any shares previously issued under

paragraph (i) above.

To date the Directors have used none of these authorities.

TheDirectors confirm their intention to renew these authorities

atthe forthcoming AGM. Further details are set out in the

NoticeofAnnual General Meeting, which can be found on

ourwebsite atdwfgroup.com/en/investors.

Restrictions on transfer

As part of the Group, DWF Law LLP, is regulated by the SRA, and

theCompany and Shareholders are subject to statutory ownership

restrictions pursuant to the Legal Services Act 2007.

It is a cardinal principle of the Company that a ‘Non‑authorised

Person’ shall not hold, nor take steps to acquire, any ‘Restricted

Interest’ in the Company other than in compliance with the Legal

Services Act 2007 and the arrangements, rules and regulations

ofany ‘Relevant Licensing Authority’, which includes the SRA and,

where applicable, other designated regulators of the legal

professions in England and Wales.

A Non-authorised Person includes any person who is not

approvedto carry on legal activities by the SRA or another

RelevantLicensing Authority.

A Restricted Interest in the Company exists where a person

(aloneorwith their associates):

a) holds at least 10% of the shares in the Company;

b) is able to exercise significant influence over the management

ofthe Company by virtue of their shareholding in the Company;

c) is entitled to exercise, or control the exercise, voting power

intheCompany which, if it consists of voting rights, constitutes

atleast 10% of the voting rights in the Company; and

d) is able to exercise significant influence over the management

ofthe Company by virtue of the person’s entitlement to exercise,

or control the exercise of, voting rights in the Company.

If a member (or prospective member) who is a Non‑authorised

Person proposes to acquire a Restricted Interest in the Company,

that member (or prospective member) shall not take any steps

toacquire such Restricted Interest until after it has:

a) notified the Company and the Relevant Licensing Authority in

advance of its proposal to acquire such Restricted Interest; and

b) received the necessary approvals from the Relevant Licensing

Authority, as may be required under the Legal Services Act 2007

and Regulatory Arrangements.

It is a criminal offence under the Legal Services Act 2007 for a

Non‑authorised Person to fail to comply with these obligations.

If the Company believes the Divestiture Condition may be satisfied

in relation to a Non‑authorised Person (a ‘Defaulting Person’),

theCompany may give notice to the Defaulting Person that all

oftherestrictions referred to below shall apply to all of that

Non‑authorised Person’s shares in the Company (the ‘Relevant Shares’):

a) subject to a compulsory disposal provision set out below,

atransfer of or agreement to transfer the Relevant Shares,

orinthe case of unissued shares, the transfer of (or agreement

to transfer) the right to be issued with them, is void;

b) no voting rights are to be exercisable in respect of the

RelevantShares;

c) no further shares are to be issued in right of the Relevant Shares

or in pursuance of any offer made to their holder;

d) except in liquidation, no payment is to be made of any sums due

from the Company on the Relevant Shares whether in respect

ofcapital or otherwise; and

e) any restriction the SRA or Relevant Licensing Authority may

impose in respect of the Relevant Shares in accordance with

theLegal Services Act 2007.

A Divestiture Condition includes where a Non‑authorised Person

holds a Restricted Interest in the Company by virtue of holding

shares in the Company in any of the following circumstances:

a) as a result of the person taking a step in circumstances that

constitutes an offence under paragraph 24(1) of Schedule 13

tothe Legal Services Act 2007 (whether or not the person is

charged with, or convicted of, an offence under that paragraph);

b) in breach of conditions imposed under paragraph 17, 28,

or33ofSchedule 13 to the Legal Services Act 2007; or

c) in contravention of an objection by the Relevant Licensing

Authority under paragraph 31 or 36 of Schedule 13 to the

LegalServices Act 2007.

For so long as the restrictions set out above apply to a Defaulting

Person, the Company may (in its absolute discretion), notify the

Defaulting Person that, within seven days of the date of service

ofthe notice, they must dispose of such number of their shares

representing the Relevant Shares in the Company that will result

inthe Defaulting Person no longer holding a Restricted Interest

inthe Company (the ‘Disposal Shares’).

If the Defaulting Person does not dispose of the Disposal Shares,

theCompany shall arrange to sell the Disposal Shares as soon

asisreasonably practicable. The Company shall not be liable to

theDefaulting Person for any alleged deficiency in the amount

ofsaleproceeds in respect of, or any other matter relating to,

theDisposal Shares. The Company may make any arrangements

itdeems necessary or desirable to sell the Disposal Shares.

TheDefaulting Person will receive the net proceeds from the

saleofthe DisposalShares.

Other than as set out above, where imposed by law or regulation,

orwhere the Listing Rules require certain persons to obtain

clearance before dealing, there are no restrictions regarding the

transfer of shares in the Company. The Company is not aware of

anyagreement which would result in a restriction on the transfer

ofshares or voting rights.

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 91

Directors’ report continued

Change of control – significant agreements

There are a number of agreements that take effect, alter or

terminate upon a change of control of the Company, including

following a takeover bid, such as supplier and service provider

agreements and property lease arrangements. The legal risk arising

out of such change of control is closely managed by the Company

aspart of its contractual governance processes.

The Company has an unsecured £120.0m multicurrency

revolvingloan facility agreement with HSBC UK Bank plc,

NationalWestminster Bank plc Citigroup Inc. and Santander UK plc

for general corporate and working capital purposes. If there is

achange of control of the Company, any lender, by not less than

30days’ notice to the Company, may cancel its commitment under

the facility and declare the outstanding utilisation of that lender’s

commitment (together with accrued interest) immediately due

andpayable.

The Company’s subsidiary Rousaud Costas Duran SLP and two

ofitssubsidiaries have unsecured multicurrency revolving loan

facilities agreements with several local banks for general corporate

and working capital purposes. The total value of all such facilities is

€18.45m. If there is a change of control of the Company, any lender

may cancel its commitment under the facility and declare the

outstanding utilisation of that lender’s commitment (together

withaccrued interest) immediately due and payable.

In the event of a change of control, the facilities referred to above

would either require repayment or renegotiation. Further details on

banking facilities are set out in note 17 to the consolidated financial

statements on page 126.

The Directors are not aware of any agreements between

theCompany and its Directors or colleagues which would pay

compensation in the event of a change of control. The rules of the

Company’s share plans generally provide for accelerated vesting

orrelease of the share awards in the event of a change of control

oftheCompany.

Transactions with related parties

Please refer to note 24 on page 132 of the consolidated financial

statements for details of related party transactions in the year.

Political donations

The Group did not make any political donations or incur any political

expenditure during the year (2021/22: £nil).

At the Annual General Meeting to be held on 20 October 2023,

andtoavoid an inadvertent breach of the Companies Act 2006,

theCompany willseek authority for itself and its subsidiaries and

subsidiary undertakings to make political donations not exceeding

£50,000 intotal.

Information required by Sch 7.11B(1) Companies

(MiscellaneousReporting) Regulations 2018 –

Businessrelationships

The Group has chosen to provide information in relation to

theengagement with suppliers, customers and other business

relationships elsewhere in this report. These are cross-referenced

inthe table overleaf:

Directors’ Responsibility Statement

The Directors’ Responsibility Statement can be found on page 94.

Information Section Page

How the Directors have had

regard to the need to foster

theCompany’s business

relationships with suppliers,

customers and others

Section 172(1)

statement

Engaging with

ourstakeholders

20 to 25

The effect of that regard,

including on the principal

decisions taken by the

Companyduring the

financialyear

Section 172(1)

statement

Engaging with

ourstakeholders

20 to 25

Information required by Sch 7.11(1)(b) Companies

(Miscellaneous Reporting) Regulations 2018 –

StatementofEngagement with Employees

The Group has chosen to provide information in relation to the

statement of engagement with employees which are covered

elsewhere in this report. These are cross-referenced in the

tablebelow:

Information Section Page

How the Directors engage

withemployees

Section 172(1) statement

Engaging with our

stakeholders

Corporate Governance

report

20 to 21

20 to 25

How the Group provides

employees with information

onmatters of concern

tothemas employees

Section 172(1) statement

Engaging with our

stakeholders

Corporate Governance

report

20 to 21

20 to 25

How the Group consults

withand considers

employeefeedback

Section 172(1) statement

Engaging with our

stakeholders

Corporate Governance

report

20 to 21

20 to 25

How the Directors have had

regard to employee interests

Non-Financial

Information Statement

Engaging with our

stakeholders

Corporate Governance

report

20 to 25

How the Group informs

employees of the financial

andeconomic factors

affectingits performance

Section 172(1) statement

Engaging with our

stakeholders

20 to 25

DWF Group plc | Annual Report and Accounts 202392

Colleagues with disabilities

Throughout the Group, the principles of equal opportunities are

recognised in the formulation and development of employment

policies. We retain our Disability Confident Leadership status

forremoving barriers to disabled talent in the workplace. It is the

Company’s policy to give full and fair consideration to applications

from colleagues with disabilities, having regard to their particular

aptitudes and abilities. If an colleagues becomes disabled, the

Company’s objective is to continue to provide suitable employment

in the same or an alternative position, with appropriate adjustments

made if necessary. Colleagues with disabilities share equally in

theopportunities for training, career development and promotion.

Further information on supporting disability can be found on

page30.

Research and development

DWF Ventures (‘Ventures’) is DWF’s research and development

arm,serving as a vehicle to invest in and nurture new service

linesthatdonot easily fit into the conventional and regulated

practicegroup‑based business model. Ventures was launched in

October 2017 as an arms‑length limited company within Connected

Services, and provides services to internal teams as well as clients,

with a focus on generating ideas, delivering research and

development requirements and nurturing early‑growth services.

Branches outside of the UK

The Company has no overseas branches. The Company’s

subsidiaries are detailed in note 2 to the financial statements.

Annual General Meeting

The 2023 Annual General Meeting of the Company will be held

at20Fenchurch Street, London, EC3M 3AG on20 October 2023

at12:00pm. The Notice of Annual General Meeting together with

explanatory notes accompanies the AnnualReport and Accounts

which is sent to Shareholders. Itisalsoavailable on our website at

dwfgroup.com/en/investors.

Important events affecting the Group since 30 April 2023

On 21 July 2023, the Board unanimously announced the

recommendation of an all cash offer for DWF Group Plc from

AquilaBidco Limited, a newly incorporated wholly‑owned subsidiary

of funds advised by Inflexion. It is not possible to estimate the

financial effect on the Company as a result of this change in

ultimateparent ownership.

Disclosure of information to the Auditor

Having made the requisite enquiries, so far as each of the Directors

is aware, there is no relevant audit information (as defined by

section 418(3) of the Companies Act 2006) of which the Company’s

Auditor is unaware, and the Directors have taken all the steps they

ought to have taken as Directors to make themselves aware of any

relevant audit information, and to ensure the Company’s Auditor

isaware of that information.

Going concern

The Directors have a reasonable expectation that the Group has

sufficient resources to continue its operations for at least 12 months

from the date of signing the financial statements. In particular the

Directors have a reasonable expectation that it will operate under

its existing financing facilities, will comply with all covenants with

adequate headroom and settle all other liabilities as they fall due.

The Directors therefore consider it appropriate for the Group to

adopt the going concern basis in preparing these financial statements.

The directors are satisfied that under the no deal basis there is

sufficient support and knowledge of the cash flows and operations

of the business to adopt a going concern basis. The all cash offer for

DWF Group plc from Aquila Bidco Limited outlined above remains

subject to shareholder approval. Assuming such approval is

received, the transaction is expected to complete within 12 months

of these Financial Statements. The new ultimate parent undertaking

have stated their intentions surrounding the Group’s future outlook

and funding plans and these align to the Group’s current business

plan and strategy. However, as these decisions will no longer be in

the exclusive control of the DWF Group PLC Directors, this creates

amaterial uncertainty that may cast significant doubt on the entity’s

ability to continue as a going concern as at 24 August 2023. The

financial statements do not include the adjustments that would

result if the Group were unable to continue as a going concern

The Directors’ report was approved by the Board and has been signed

on its behalf by the Group General Counsel & CompanySecretary.

By order of the Board

Darren Drabble

Group General Counsel & Company Secretary

24 August 2023

GovernanceStrategic report Financial statements Other information

DWF Group plc | Annual Report and Accounts 2023 93

Directors’ responsibility statement

The directors are responsible for preparing the Annual Report and

Accounts and the financial statements in accordance with applicable

law and regulation.

Company law requires the directors to prepare financial

statementsfor each financial year. Under that law the directors

haveprepared the group financial statements in accordance with

UK‑adopted international accounting standards and the company

financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, comprising FRS 101 “Reduced Disclosure Framework”,

and applicable law).

Under company law, directors must not approve the financial

statements unless they are satisfied that they give a true and fair

view of the state of affairs of the group and company and of the

profit or loss of the group for that period. In preparing the financial

statements, the directors are required to:

• select suitable accounting policies and then apply them

consistently;

• state whether applicable UK‑adopted international accounting

standards have been followed for the group financial statements

and United Kingdom Accounting Standards, comprising FRS 101

have been followed for the company financial statements,

subjectto any material departures disclosed and explained

inthefinancial statements;

• make judgements and accounting estimates that are reasonable

and prudent; and

• prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the group and company

will continue in business.

The directors are responsible for safeguarding the assets of the

group and company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the group’s and

company’s transactions and disclose with reasonable accuracy at

any time the financial position of the group and company and enable

them to ensure that the financial statements and the Directors’

Remuneration Report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity

ofthe company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Directors’ confirmations

Each of the directors, whose names and functions are listed in

‘Governance: Board of Directors’ on pages 50 to 51 confirm that,

tothe best of their knowledge:

• the group financial statements, which have been prepared in

accordance with UK‑adopted international accounting standards,

give a true and fair view of the assets, liabilities, financial position

and profit of the group;

• the company financial statements, which have been prepared

inaccordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities and financial position of the company; and

• the Strategic report includes a fair review of the development

andperformance of the business and the position of the group

and company, together with a description of the principal risks

and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ report

is approved:

• so far as the director is aware, there is no relevant audit

information of which the group’s and company’s auditors are

unaware; and

• they have taken all the steps that they ought to have taken as a

director in order to make themselves aware of any relevant audit

information and to establish that the group’s and company’s

auditors are aware of that information.

This responsibility statement was approved by the Board

ofDirectors on 24 August 2023 and is signed on its behalf by:

Sir Nigel Knowles Chris Stefani

Group Chief Executive Officer Chief Financial Officer

24 August 2023 24 August 2023

DWF Group plc | Annual Report and Accounts 202394

Independent Auditor’s report

to the members of DWF Group plc

Report on the audit of the financial statements

Opinion

In our opinion:

• DWF Group plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view

ofthestate of the group’s and of the company’s affairs as at 30 April 2023 and of the group’s profit and the group’s cash flows for the

yearthen ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006;

• the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the

AnnualReport, which comprise: the Consolidated Statement of

Financial Position and Company Statement of Financial Position as

at30 April 2023; the Consolidated Income Statement, Consolidated

Statement of Comprehensive Income, Consolidated Statement

ofChanges in Equity, Consolidated Statement of Cash Flows and

Company Statement of Changes in Equity for the year then ended;

and the notes to the financial statements, which include a description

of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee

of DWF Group plc.

Basis for opinion

We conducted our audit in accordance with International Standards

on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities

for the audit of the financial statements section of our report.

Webelieve that the audit evidence we have obtained is sufficient

andappropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical

requirements that are relevant to our audit of the financial statements

in the UK, which includes the FRC’s Ethical Standard, as applicable to

listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit

services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in note 4, we have provided no non-audit

services to the company or its controlled undertakings in the period

under audit.

Material uncertainty related to going concern

In forming our opinion on the financial statements, which is not

modified, we have considered the adequacy of the disclosure made

innote 1.3 to the financial statements concerning the group’s and

thecompany’s ability to continue as a going concern. The all cash

offer for DWF Group plc from Aquila Bidco Limited as disclosed in

note 1.3 remains subject to shareholder approval. Assuming such

approval is received, the transaction is expected to complete

within12 months from the approval of these Financial Statements.

Aquila Bidco Limited have stated their intentions surrounding the

group’s future outlook and funding plans and these align to the

group’s current business plan and strategy. However the decisions

around future strategy and intentions will no longer be in the

exclusive control of the DWF Group plc Directors. These conditions,

along with the other matters explained in note 1.3 to the financial

statements, indicate the existence of a material uncertainty which

may cast significant doubt about the group’s and the company’s

ability tocontinue as a going concern. The financial statements

donotincludethe adjustments that would result if the group

andthecompany were unable to continue as a 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 financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and

thecompany’s ability to continue to adopt the going concern basis

ofaccounting included:

• We obtained from management their latest assessments

thatsupport the board’s conclusions with respect to the

goingconcern basis of preparation for the financial statements;

• We evaluated management’s forecast and downside scenarios

andchallenged the adequacy and appropriateness of the

underlying assumptions in comparison to headroom on debt

covenants and facilities;

• We reviewed management accounts for the financial period to

dateand checked that these were consistent with the starting point

of management’s scenarios and supported the key assumptions

included in the assessments;

• We evaluated the historical accuracy of the budgeting process

toassess the reliability of the data;

• We have tested the mathematical integrity of management’s

goingconcern forecast models; and

• We have reviewed the disclosures made in respect

ofgoingconcernincluded in the financial statements.

In relation to the directors’ reporting on how they have applied the

UKCorporate Governance Code, other than the material uncertainty

identified in note 1.3 to the financial statements, 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, or in respect of the directors’ identification in the financial

statements of any other material uncertainties to the group’s and

thecompany’s ability to continue to do so over a period of at least

twelvemonths from the date of approval of the financial statements.

Our responsibilities and the responsibilities of the directors with respect

to going concern are described in the relevant sections of this report.

Our audit approach

Overview

Audit scope

• Our audit focused on those entities with the most significant

contribution to the Group’s net revenue. Of the Group’s 78

reporting units, we identified two, which in our view, required an

audit of their complete financial information for Group reporting

purposes. These were DWF Law LLP and DWF LLP. We also audited

material consolidation journals;

• Another three reporting units were subject to audit procedures

over specific balances and transactions, due to their contribution

towards specific financial statement line items. Revenue, Trade

receivables and Amounts recoverable from clients in respect of

unbilled revenue were in scope for Rousaud Costas Duran S.L.P.

and Cash and cash equivalents was in scope for DWF Poland Jamka

and TWK Management Limited.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 95

Independent Auditor’s report

to the members of DWF Group plc continued

• We have considered the out-of-scope entities and performed

analytical procedures over key balances as part of our procedures;

• All audits were performed by the Group engagement team; and

• The components within the scope of our work, and work performed

centrally by the Group engagement team, accounted for 74% of

Group revenue and 72% of Group profit before tax.

Key audit matters

• Material uncertainty related to going concern

• Revenue recognition and valuation of unbilled revenue (group)

• Accounting for the acquisition of Whitelaw Twining Law

Corporation(group)

• Carrying value of investments (parent)

Materiality

• Overall group materiality: £3.8m (2022: £3.5m) based on

1%ofnetrevenue.

• Overall company materiality: £3.6m (2022: £3.2m) based on

1%oftotal assets capped at 95% of overall group materiality.

• Performance materiality: £2.9m (2022: £1.8m) (group) and £2.7m

(2022: £1.6m) (company).

The scope of our audit

As part of designing our audit, we determined materiality

andassessed the risks of material misstatement in the

financialstatements.

Key audit matter How our audit addressed the key audit matter

Revenue recognition and valuation of unbilled revenue (group)

Refer to page 66 (Audit Committee Report), note 1.15, note 1.20

andnote 13 to the Financial Statements for the Directors’ disclosures

of the related accounting policies, judgements and estimates.

At 30 April 2023, total unbilled receivables balances included

innote13 were £92.9m (2022: £72.0m).

The fair value of unbilled revenue is calculated using a per-hour

recovery rate based on historic billing of hours and applying this

tothe number of hours which are not yet billed as at the year end.

Specific adjustments are then applied based on specific client

agreements, historical performance and forward-looking factors.

The valuation of the unbilled revenue balance is considered

tobeakey risk due to the significance of this balance to the

FinancialStatements and the estimates required in assessing

thefairvalue of the unbilled revenue.

In order to test the revenue recognition and valuation of unbilled

revenue, we performed the following procedures:

(i) We evaluated the Group’s control procedures and assessed

andvalidated the ageing profile of unbilled revenue;

(ii) We have understood and tested the application of the Group’s

policy for recognition of unbilled revenue;

(iii) We have understood and evaluated the significant assumptions

used by management and performed sensitivity analysis

tounderstand the susceptibility of the valuation to changes

inthekey assumptions;

(iv) We have performed look-back procedures on the valuation at

the prior year-end and compared the level of unbilled revenue

write-offs during the current period in order to assess the

reasonableness of the estimated recovery rates applied

bymanagement;

(v) We have understood and evaluated the appropriateness of the

adjustments made by management to specific matters within

unbilled revenue and revenue recognition; and

(vi) We have tested the calculation of team recovery rates, tracing

billed hours back to timesheets, and historic billings to source

documentation. We have verified the number of year end

unbilled hours as at the year end back to support.

Based on our audit work, we found estimates made in the revenue

recognition and valuation of unbilled revenue to be acceptable.

Wealso consider the disclosures made in the financial statements

tobe appropriate.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional

judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest

effect on: the overall audit strategy; the allocation of resources

intheaudit; and directing the efforts of the engagement team.

Thesematters, and any comments we make on the results of our

procedures thereon, were addressed in the context of our audit ofthe

financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

In addition to going concern, described in the Material uncertainty

related to going concern section above, we determined the matters

described below to be the key audit matters to be communicated

inour report. This is not a complete list of all risks identified by

ouraudit.

Accounting for the acquisition of Whitelaw Twining Law Corporation

isa new key audit matter this year. Recoverability of trade receivables,

which was a key audit matter last year, is no longer included because

of a reduction in estimation uncertainty within the balances for the

current year. Otherwise, the key audit matters below are consistent

with last year.

DWF Group plc | Annual Report and Accounts 202396

Key audit matter How our audit addressed the key audit matter

Accounting for the acquisition of Whitelaw Twining Law

Corporation (group)

Refer to page 66 (Audit Committee Report), note 1.2, note 1.20

andnote 9 to the Financial Statements for the Directors’ disclosures

of the related accounting policies, judgements and estimates.

On 5 December 2022, the Group acquired 100% of the share capital

of Whitelaw Twining Law Corporation, for a net consideration of

£5.3m. The fair value of the net assets acquired was £9.7m resulting

in a gain on bargain purchase of £4.4m.

In addition to this consideration, £10.5m of shares were issued with

vesting conditions linked to future service conditions by the vendors

over the next four years. As these shares have vesting conditions

requiring continued service by the vendors, it is management’s

judgement that this is remuneration rather than consideration.

However, other indicators do exist which could indicate

consideration. If it were to be considered as consideration,

theimpact of this would be to decrease the gain on bargain

purchaseby the fair value of the shares.

As part of the acquisition management recognised a number

ofintangible assets including Brands and Customer relationships.

Invaluing these intangibles assets, management is required to use

judgement to estimate their fair value. The material assumptions

used include cash flow forecasts of the entity (including growth

ratesand royalty rates), customer retention rates and the

contributory asset charges.

We obtained and read the relevant terms of the purchase

agreements to inform our further audit procedures to test

theaccounting for the acquisition and ensure the purchase

consideration was complete and accurate.

We tested the recognition in the Consolidated Financial Statements

of the fair value of the assets and liabilities acquired and residual

gainon bargain purchase. In doing so, we:

(i) Tested managements’ valuation of the fair value adjustments

bytesting if the assumptions used in the calculations were

consistent with our understanding of the acquisition and

through agreement to supporting evidence. We utilised

specialists in valuations to review the methodology and

assumptions used by management in the identification

andvaluation of the acquired intangibles. In addition for

thefairvalue of the acquired intangibles, we compared the

assumptions to previous acquisitions made by the Group

inthisindustry, includingestimated attrition rates and the

discount rate applied.We found no significant inconsistencies

in the assumptions determined by management;

(ii) Considered the completeness of the intangible assets

identifiedby management, based on our understanding of the

transactions, our knowledge of the businesses, the purchase

agreements and discussions with management. No additional

intangible assets were identified from the work performed;

(iii) Tested whether other assets and liabilities acquired had been

recognised at fair value, with no material differences identified;

and

(iv) Considered management’s critical judgement of the treatment

of the shares as remuneration given the future service

conditions and the link to the vesting conditions. We are

comfortable with management’s judgement.

Based on our audit work, we found estimates made in the

recognition and valuation of acquired intangibles to be acceptable

and the treatment of the shares as remuneration to be appropriate.

We also consider the disclosures made in the financial statements

tobe appropriate.

Carrying value of investments (parent)

Refer to note 1.1 and note 2 of the Company Financial Statements.

The Company holds investments in its subsidiaries of £270,579k

(2022: £255,955k).

We focused on this area due to the size of the investment balances.

Management has performed an assessment of the recoverable

amount of the investments and compared this to the carrying value

using discounted cash flow methodology.

The results showed that no impairment was required against

theseinvestments.

We obtained Management’s assessment of the carrying value

oftheinvestments and we challenged:

(i) the key assumptions for short and long term growth rates

inthe forecast cash flows for those businesses underpinning

the investees’ recoverable amounts, comparing them with

historical results;

(ii) the discount rate used in the calculations by assessing the

costof capital for the Group and comparable organisations;

(iii) the recoverability of investment in subsidiaries by comparing

the net asset values of these subsidiaries against the carrying

value of the investment including consideration of the market

capitalisation of the Group. There were no indications of

impairment identified; and

(iv) We performed sensitivity analysis on the key assumptions

within the cash flow forecasts. This included sensitising the

discount rate applied to the future cash flows, and the short

and longer term growth rates and operating profit forecast.

Following the conclusion of our procedures above, we are satisfied

that no impairment is required.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 97

Independent Auditor’s report

to the members of DWF Group plc continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed

enough work to be able to give an opinion on the financial statements

as a whole, taking into account the structure of the group and the

company, the accounting processes and controls, and the industry

inwhich they operate.

The Group is organised into 78 reporting components and the

Groupfinancial statements are a consolidation of these reporting

components. The reporting units vary in size. We identified two units

that required a full scope audit of their financial information due to

either their size or risk characteristics. These were DWF LLP and

DWFLaw LLP. We also audited material consolidation journals. Three

reporting components were subject to audit procedures over specific

balances and transactions due to their contribution to the Group’s

results: Revenue, Trade receivables and Amounts recoverable from

clients in respect of unbilled revenue were in scope were in scope for

Rousaud Costas Duran S.L.P. Cash and cash equivalents was in scope

for DWF Poland Jamka and Cash and cash equivalents was in scope

for TWK Management Limited. Our audit scope was determined by

considering the significance of each component’s contribution to net

revenue and profit before tax, and individual financial statement line

items, with consideration to obtaining sufficient coverage over

identified risks.

All audit work was performed by the Group engagement team.

The Group engagement team also performed the audit of

theCompany.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to

understand the process management adopted to assess the extent of

the potential impact of climate risk on the Group’s financial statements

and support the disclosures made within the financial statements.

We challenged the completeness of management’s climate risk

assessment by: reading external reporting made by management;

challenging the consistency of management’s climate impact

assessment with internal climate plans and board minutes; and,

reading the entity’s website / communications for details of climate

related impacts.

Management has made commitments to become net zero prior to

theUK government goal of 2050. This commitment does not directly

impact financial reporting, as management has not yet developed

adetailed pathway on how exactly they will deliver this commitment

and will only be able to model the impact further into the journey

tonet zero.

Management considers the impact of climate risk as at the balance

sheet date does not give rise to a potential material financial

statement impact.

Materiality

The scope of our audit was influenced by our application of

materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to

determine the scope of our audit and the nature, timing and extent of

our audit procedures on the individual financial statement line items

and disclosures and in evaluating the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality £3.8m (2022: £3.5m). £3.6m (2022: £3.2m).

How we

determined it

1% of net revenue 1% of total assets capped at 95% of overall

groupmateriality

Rationale for

benchmark

applied

Based on the benchmarks used in the Annual Report,

netrevenue is in our view the primary measure used

bythe shareholders in assessing the performance

andgrowth of the Group, and is a generally

acceptedauditing benchmark.

We believe that total assets is the primary measure used

by the shareholders in assessing the performance of the

entity, and is a generally accepted auditing benchmark

for non trading companies.

For each component in the scope of our group audit, we allocated a

materiality that is less than our overall group materiality. The range

ofmateriality allocated across components was between £1.5 million

and £3.6 million. Certain components were audited to a local statutory

audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately

lowlevel the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically,

weuse performance materiality in determining the scope of our

auditand the nature and extent of our testing of account balances,

classes of transactions and disclosures, for example in determining

sample sizes. Our performance materiality was 75% (2022: 50%)

ofoverall materiality, amounting to £2.9m (2022: £1.8m) for the

groupfinancial statements and £2.7m (2022: £1.6m) for the

companyfinancial statements.

In determining the performance materiality, we considered a number

of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded

that an amount in the middle of our normal range was appropriate.

We agreed with the Audit Committee of DWF Group plc that we

wouldreport to them misstatements identified during our audit

above £0.4m (group audit) (2022: £0.2m) and £0.4m (company audit)

(2022: £0.2m) as well as misstatements below those amounts that,

inour view, warranted reporting for qualitative reasons.

Reporting on other information

The other information comprises all of the information in the

AnnualReport other than the financial statements and our auditors’

report thereon. The directors are responsible for the other

information, which includes reporting based on the Task Force

onClimate-related Financial Disclosures (TCFD) recommendations.

Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or,

except to the extent otherwise explicitly stated in this report,

anyform of assurance thereon.

In connection with our audit of the financial statements, our

responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

withthe financial statements or our knowledge obtained in the audit,

or otherwise appears to be materially misstated. If we identify an

apparent material inconsistency or material misstatement, we are

required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material

misstatement of the other information. If, based on the work we

haveperformed, we conclude that there is a material misstatement

ofthis other information, we are required to report that fact.

Wehavenothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ Report, we also

considered whether the disclosures required by the UK Companies

Act 2006 have been included.

DWF Group plc | Annual Report and Accounts 202398

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain opinions

andmatters as described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the

audit, the information given in the Strategic report and Directors’

Report for the year ended 30 April 2023 is consistent with the

financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the group and company

and their environment obtained in the course of the audit, we did

notidentify any material misstatements in the Strategic report and

Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration report

tobeaudited has been properly prepared in accordance with

theCompanies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in

relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the company’s compliance

with the provisions of the UK Corporate Governance Code specified

for our review. Our additional responsibilities with respect to the

corporate governance statement as other information are described

inthe Reporting on other information section of this report.

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 and

our knowledge obtained during the audit, and, except for the matters

reported in the section headed ‘Material uncertainty related to going

concern’, we have nothing material to add or draw attention to in

relation to:

• The directors’ confirmation that they have carried out a robust

assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those principal

risks, what procedures are in place to identify emerging risks

andan explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether

they considered it appropriate to adopt the going concern basis

ofaccounting in preparing them, and their identification of any

material uncertainties to the group’s and company’s ability to

continue to do so over a period of at least twelve months from

thedate of approval of the financial statements;

• The directors’ explanation as to their assessment of the group’s

and company’s prospects, the period this assessment covers

andwhy the period is appropriate; and

• The directors’ statement as to whether they have a reasonable

expectation that the company will be able to continue in operation

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

assessment, including any related disclosures drawing attention

toany necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term

viability of the group and company was substantially less in scope

than an audit and only consisted of making inquiries and

consideringthe directors’ process supporting their statement;

checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and considering

whether the statement is consistent with the financial statements

andour knowledge and understanding of the group and company

and their environment obtained in the course of the audit.

In addition, 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 and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report,

taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess

thegroup’s and company’s position, performance, business model

and strategy;

• The section of the Annual Report that describes the review of

effectiveness of risk management and internal control systems; and

• The section of the Annual Report describing the work of the

AuditCommittee of DWF Group plc.

We have nothing to report in respect of our responsibility to report

when the directors’ statement relating to the company’s compliance

with the Code does not properly disclose a departure from a relevant

provision of the Code specified under the Listing Rules for review by

the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors’ Responsibility Statement,

thedirectors are responsible for the preparation of the financial

statements in accordance with the applicable framework and for

being satisfied that they give a true and fair view. The directors

arealso responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that

arefree from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible

for assessing the group’s and the company’s ability to continue as

agoing concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless

thedirectors either intend to liquidate the group or the company

ortocease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the

financialstatements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that

includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of

userstaken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance

withlaws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

inrespect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud,

isdetailed below.

Based on our understanding of the group and industry, we identified

that the principal risks of non-compliance with laws and regulations

related to Solicitors Regulation Authority (“SRA”) Regulation, and we

considered the extent to which non-compliance might have a material

effect on the financial statements. We also considered those laws

andregulations that have a direct impact on the financial statements

such as the Listing Rules and the Companies Act 2006. We evaluated

management’s incentives and opportunities for fraudulent

manipulation of the financial statements (including the risk of override

of controls), and determined that the principal risks were related to

posting inappropriate journal entries to manipulate reported results

focusing on journals impacting revenue and profit before tax and

management bias in significant accounting estimates. Audit

procedures performed by the engagement team included:

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 99

• challenging assumptions and judgements made by management

intheir significant accounting estimates, in particular around

thevaluation of unbilled revenue, fair value of acquisitions and

treatment of consideration;

• identifying and testing journal entries, in particular any journal

entries posted with unusual account combinations;

• discussions with the Audit Committee, management and internal

audit, including consideration of known or suspected instances

ofnon-compliance with laws and regulation or fraud;

• performing unpredictable procedures as part of our audit; and

• reviewing minutes of meetings of those charged with governance.

There are inherent limitations in the audit procedures

describedabove. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely related

to events and transactions reflected in the financial statements.

Also,the risk of not detecting a material misstatement due to fraud

ishigher than the risk of not detecting one resulting from error,

asfraud may involve deliberate concealment by, for example,

forgeryor intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of

certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited number

of items for testing, rather than testing complete populations.

Wewilloften seek to target particular items for testing based on their

size or risk characteristics. In other cases, we will use audit sampling

to enable us to draw a conclusion about the population from which

the sample is selected.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

partofour auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only

for the company’s members as a body in accordance with Chapter 3

of Part 16 of the Companies Act 2006 and for no other purpose.

Wedo not, in giving these opinions, accept or assume responsibility

for any other purpose or to any other person to whom this report

isshown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if,

inour opinion:

• we have not obtained all the information and explanations

werequire for our audit; or

• adequate accounting records have not been kept by the company,

or returns adequate for our audit have not been received from

branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law

arenot made; or

• the company financial statements and the part of the Directors’

Remuneration report to be audited are not in agreement with

theaccounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee of DWF Group

plc, we were appointed by the members on 28 September 2021

toaudit the financial statements for the year ended 30 April 2022

andsubsequent financial periods. The period of total uninterrupted

engagement is two years, covering the years ended 30 April 2022

and30 April 2023.

Other matter

As required by the Financial Conduct Authority Disclosure Guidance

and Transparency Rule 4.1.14R, these financial statements form part

of the ESEF-prepared annual financial report filed on the National

Storage Mechanism of the Financial Conduct Authority in

accordancewith the ESEF Regulatory Technical Standard (‘ESEF RTS’).

This auditors’ report provides no assurance over whether the

annualfinancial report has been prepared using the single

electronicformat specified in the ESEF RTS.

Jonathan Studholme (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Manchester

24 August 2023

Independent Auditor’s report

to the members of DWF Group plc continued

DWF Group plc | Annual Report and Accounts 2023100

Consolidated income statement

Year ended 30 April 2023

Notes

2023

£’000

2022

£’000

Revenue 3 451,641 416,052

Recoverable expenses 3 (71,505) (65,810)

Net revenue 3 380,136 350,242

Direct costs 3 (188,395) (169,332)

Gross profit 3 191,741 180,910

Administrative expenses (162,220) (146,691)

Gain on bargain purchase 9 4,459 –

Trade receivables impairment 13 (1,454) (2,973)

Accelerated depreciation/amortisation 4 (6,452) –

Other impairment 4 (1,856) (3,593)

Operating profit 4 24,218 27,653

Net finance expense 5 (5,310) (3,664)

Net interest expense on leases 5 (1,739) (1,673)

Profit before tax 17,169 22,316

Total of adjusting items as defined under the Group’s alternative performance measures 2 (26,158) (19,081)

Adjusted profit before tax 2 43,327 41,397

Taxation 6 (4,722) (2,029)

Profit for the year 12,447 20,287

Earnings per share attributable to the owners of the parent:

Basic (p) 8 4.0 6.8

Diluted (p) 8 3.8 6.5

The results are from continuing operations.

Notes 1 to 28 are an integral part of these consolidated financial statements.

2023

£’000

2022

£’000

Profit for the year 12,447 20,287

Items that are or may be subsequently reclassified to the income statement:

Foreign currency translation differences – foreign operations (1,388) 83

Total other comprehensive (expense)/income for the year (1,388) 83

Total comprehensive income for the year 11,059 20,370

There is no taxation on items within other comprehensive income.

Notes 1 to 28 are an integral part of these consolidated financial statements.

Consolidated statement of comprehensive income

Year ended 30 April 2023

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 101

Consolidated statement of financial position

As at 30 April 2023

Notes

2023

£’000

2022

£’000

Non-current assets

Intangible assets 10 49,890 45,604

Property, plant and equipment 11 9,300 11,239

Right-of-use assets 12 57,223 65,234

Trade and other receivables 13 412 1,464

Deferred tax assets 20 4,320 3,938

Total non-current assets 121,145 127,479

Current assets

Trade and other receivables 13 243,339 190,174

Cash and cash equivalents (excluding bank overdrafts) 14 36,404 28,310

Total current assets 279,743 218,484

Total assets 400,888 345,963

Current liabilities

Trade and other payables 15 59,855 63,325

Corporation tax liabilities 9,366 6,190

Deferred consideration 583 890

Lease liabilities 16 13,712 14,576

Interest-bearing loans and borrowings 17 23,512 9,786

Provisions 18 6,898 6,315

Amounts due to members of partnerships in the Group 27 30,700 28,243

Total current liabilities 144,626 129,325

Non-current liabilities

Deferred tax liabilities 20 7,501 5,869

Lease liabilities 16 58,298 63,163

Interest-bearing loans and borrowings 17 114,640 90,344

Provisions 18 3,772 4,147

Total non-current liabilities 184,211 163,523

Total liabilities 328,837 292,848

Net assets 72,051 53,115

Equity

Share capital 21 3,420 3,254

Share premium 21 91,940 89,365

Treasury shares 21 (129) (129)

Other reserves 22 17,021 4,929

Accumulated losses 22 (40,201) (44,304)

Total equity 72,051 53,115

Notes 1 to 28 are an integral part of these consolidated financial statements.

The consolidated financial statements of DWF Group plc (Company number: 11561594) were approved by the Board on 24 August 2023 and

signed on its behalf by:

Sir N Knowles

Group Chief Executive Officer

C J Stefani

Group Chief Financial Officer

DWF Group plc | Annual Report and Accounts 2023102

Consolidated statement of changes in equity

Year ended 30 April 2023

Share capital

(note 21)

£’000

Share premium

(note 21)

£’000

Treasury shares

(note 21)

£’000

Other reserves

Accumulated

losses

(note 22)

£’000

Total equity

£’000

Merger reserve

(note 22)

£’000

Share-based

payments

reserve

(note 22)

£’000

Translation

reserve

(note 22)

£’000

At 1 May 2022 3,254 89,365 (129) (2,385) 11,512 (4,198) (44,304) 53,115

Profit for

theyear – – – – – – 12,447 12,447

Other

comprehensive

income – – – – – (1,388) – (1,388)

Total

comprehensive

income – – – – – (1,388) 12,447 11,059

Shares issued 166 2,575 – – – 2,741

Dividends paid – – – – – – (15,113) (15,113)

Share-based

payments

(note23) – – – – 20,774 – – 20,774

Recycling of

share-based

payments

(note23) – – – – (7,294) – 7,294 –

Tax on share-

based payments – – – – – – (525) (525)

At 30 April 2023 3,420 91,940 (129) (2,385) 24,992 (5,586) (40,201) 72,051

Share capital

(note 21)

£’000

Share premium

(note 21)

£’000

Treasury shares

(note 21)

£’000

Other reserves

Accumulated

losses

(note 22)

£’000

Total equity

£’000

Merger reserve

(note 22)

£’000

Share-based

payments

reserve

(note 22)

£’000

Translation

reserve

(note 22)

£’000

At 1 May 2021 3,246 88,610 (129) (2,385) 12,885 (4,281) (60,566) 37,380

Profit for the year – – – – – – 20,287 20,287

Other

comprehensive

expense – – – – – 83 – 83

Total

comprehensive

expense – – – – – 83 20,287 20,370

Shares issued 8 755 – – – – – 763

Dividends paid – – – – – – (13,537) (13,537)

Share-based

payments

(note23) – – – – 7,701 – – 7,701

Recycling of

share-based

payments

(note23) – – – – (9,074) – 9,074 –

Tax on share-

based payments – – – – – – 438 438

At 30 April 2022 3,254 89,365 (129) (2,385) 11,512 (4,198) (44,304) 53,115

Notes 1 to 28 are an integral part of these consolidated financial statements.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 103

Consolidated statement of cash flows

Year ended 30 April 2023

Notes

2023

£’000

2022

£’000

Cash flows from operating activities

Cash generated from operations before adjusting items 26 42,929 41,623

Cash used to settle non-underlying items (6,756) (8,464)

Cash generated from operations 36,173 33,159

Interest paid (5,979) (4,596)

Interest received 468 –

Tax paid (3,713) (2,854)

Net cash generated from operating activities 26,949 25,709

Cash flows from investing activities

Proceeds from sale of investment – 227

Acquisition of subsidiary, net of cash acquired 9 (16,807) (3,540)

Purchase of property, plant and equipment (2,874) (3,581)

Purchase of other intangible assets (3,452) (4,300)

Net cash flows used in investing activities (23,133) (11,194)

Cash flows from financing activities

Purchase of treasury shares –

Dividends paid 7 (15,113) (13,537)

Loan arrangement fee (163) (626)

Proceeds from borrowings 37,089 109,727

Repayment of borrowings (10,908) (104,861)

Repayment of principal of lease liabilities 16 (14,447) (13,396)

Interest received – 101

Capital contributions by members 27 7,237 2,132

Repayments to former members 27 (4,807) (1,072)

Net cash flows used in financing activities (1,112) (21,532)

Net increase/(decrease) in cash and cash equivalents 2,704 (7,017)

Cash and cash equivalents at the beginning of year 27,704 34,580

Effects of foreign exchange rate changes on cash and cash equivalents 188 141

Cash and cash equivalents at the end of year 14 30,596 27,704

Notes 1 to 28 are an integral part of these consolidated financial statements.

DWF Group plc | Annual Report and Accounts 2023104

Consolidated notes to the financial statements

Year ended 30 April 2023

1 Accounting policies

1.1 General information

DWF Group plc (the “Company”), is a public limited company

domiciled in the United Kingdom under the Companies Act 2006, and

registered in England. The registered office is 20 Fenchurch Street,

London, EC3M 3AG.

The principal activities of the Company and its subsidiary undertakings

(together referred to as the ‘Group’) and the nature of the Group’s

operations are set out in the Strategic report.

The presentational currency of the Group financial statements

is British Pounds Sterling, which is the functional currency of the

Parent Company. Foreign operations are included in accordance

with the policies set out below.

For the year ending 30 April 2023 the following subsidiary

undertakings of the Company were entitled to exemption

from audit under s479A of the Companies Act 2006 relating

to subsidiary undertakings:

Subsidiary name Registration number

DWF Holdings Limited 11552868

DWF Connected Services Group Limited 10826005

DWF Connected Services Holdings Limited 10745072

DWF Connected Services Investments Limited 13396833

DWF Costs Limited 10754856

DWF Advocacy Limited 10780559

DWF Resource Limited 11271111

DWF Claims Limited 10586109

DWF Adjusting Limited 10586114

DWF Forensic Limited 10749670

DWF Ventures Limited 10749685

DWF Company Secretarial Services Limited 04176234

MOAT Pensions Limited SC134776

Greyfern Law Limited 06666404

DWF (Northern Ireland) LLP NC001393

Mindcrest UK Limited 10685700

DWF (TG) Limited 10568838

DWF 360 Limited 03556829

NewCo 4736 Limited 12130043

Zing 365 Holdings Limited 11920125

Zing Associates Limited 09322425

Zing 365 Limited 10423788

Try Solutions Limited 07424707

Marlborough Training and Consultancy Limited 04349133

Acuhold Limited 08411526

Acumension Limited 03594984

DWF (Hong Kong) LLP OC442266

1.2 Basis of accounting

The Group financial statements consolidate those of the Company

and its subsidiary undertakings and partnership undertakings.

The consolidated financial statements of the Group have been

prepared in accordance with UK-adopted International Accounting

Standards and with the requirements of the Companies Act 2006

as applicable to companies reporting under those standards.

The accounting policies set out below have, unless otherwise stated,

been applied consistently to all periods presented in the Group

financial statements.

The financial statements have been prepared on the historical cost

basis except where AS requires an alternative treatment.

Subsidiary and partnership undertakings

Subsidiary and partnership undertakings are entities which are

consolidated because they are controlled by the Group. The Group

controls an entity when it is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to

affect those returns through its power over the entity. In assessing

control, the Group takes into consideration potential voting rights.

The financial information of subsidiary undertakings is included

in the consolidated financial statements from the date that control

commences until the date that control ceases.

Transactions eliminated on consolidation

All intra-Group assets, liabilities, equity, income, expenses and cash

flows relating to transactions between the entities within the Group

are eliminated on consolidation.

Business combinations

Business combinations are accounted for using the acquisition

method as at the acquisition date, which is the date on which

control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

• the fair value of any existing equity interest in the acquiree; less

• the net recognised amount (generally fair value) of the identifiable

assets acquired and liabilities assumed.

When the excess is negative, a gain on bargain purchase is recognised

in the income statement.

Costs related to the acquisition, other than those associated with

the issue of debt or equity securities, are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the

acquisition date. If the contingent consideration is classified as equity,

it is not re-measured and settlement is accounted for within equity.

Otherwise, subsequent changes to the fair value of the contingent

consideration are recognised in the income statement.

When consideration with performance conditions is issued to

selling shareholders remaining within the business, an assessment

is performed as to whether the payment is consideration or

remuneration, in accordance with IFRS 3. If it is determined that the

payment is remuneration, the transaction will be accounted for as a

separate transaction to the acquisition.

1.3 Going concern

The Directors have assessed the going concern basis adopted by

the Group in the preparation of the consolidated financial statements,

taking into account the current financial position including its available

financing facilities, the business model and future outlook, as well

as the principal risks as listed in the Strategic Report. The Directors

conclude that the Group has adequate resources to continue as

a going concern across the period of assessment.

Assessment of going concern

The going concern assessment has been considered for the period

to 31 October 2024 and is carried out as follows:

• The Group’s Board-approved budget base case is used to calculate

the net debt position, liquidity, covenant compliance and available

headroom over the going concern period.

• The going concern assessment has been carried out on two different

base cases, the first of which assumes the recommendation of

an all cash offer for DWF Group plc from Aquila Bidco Limited is

accepted, and the second of which assumes that the business

continues as a Plc.

• The assessment of going concern is carried out with reference

to available financing facilities under both scenarios, the ability to

pay debts as they fall due and the covenants associated with the

financing facilities.

• Plausible downside scenarios are modelled to quantify the impact

of a variety of risks materialising over the going concern period.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 105

Consolidated notes to the financial statements continued

Year ended 30 April 2023

1 Accounting policies continued

1.3 Going concern continued

Assessment of going concern continued

• Mitigating actions which could be taken are identified, quantified

and included in the assessment.

• The reasonable worst case scenario, along with mitigating actions,

is then used to test that the Group would continue to have headroom

in its available financing facilities, settle liabilities as they fall due

and comply with the associated financial covenants over the going

concern period.

Financing facilities

The Group closed the year with committed banking facilities of

£158m (of which £139m were drawn). The largest of these is the

£120m revolving credit facility (‘RCF’), which was increased through

exercising the accordion facility in February 2023. This RCF matures

in December 2025, with one additional 12-month extension option.

The undrawn portion of the RCF is readily accessible and does not

require any further approval for drawdown by the Group’s banking

syndicate. The facility agreement also permits the Group to obtain

a further £25m of external funding and £15m of leasing facilities,

if required. The covenant thresholds across the assessment period

are set out below:

Covenant Oct-23 Jan-24 Apr-24 Jul-24 Oct-24

Net Asset Value to

Consolidated Net Borrowings 1.60x 1.60x 1.60x 1.60x 1.60x

Interest Cover 4.00x 4.00x 4.00x 4.00x 4.00x

Leverage 1.75x 1.75x 1.75x 1.75x 1.75x

Each of the covenants noted above is measured on a pre-IFRS 16

basis in accordance with the banking facility agreement.

Interest cover is defined as the ratio of EBITDA to interest expense,

and leverage is defined as the ratio of net debt to EBITDA.

If the recommendation of an all cash offer for DWF Group plc from

Aquila Bidco Limited is approved, the current facilities will be fully

repaid on completion, and new committed banking facilities of £330m

will become available to the Group. The new facilities have long-term

maturity dates, and include two working capital facilities, comprising

£30m initial, with an additional optional £40m to drawdown on. There

is also an additional £60m facility available to be utilised for future

acquisitions, subject to lender approval. There are different covenant

thresholds across the facilities, but the minimum covenant ratio has

been modelled for the assessment period and these are as follows:

Covenant Oct-23 Jan-24 Apr-24 Jul-24 Oct-24

Leverage – – – 4.50x 4.50x

Future outlook, risks and uncertainties

The going concern and viability assessments are closely linked

and therefore the conclusions of the going concern assessment are

directly relevant to and should be read in conjunction with the viability

statement. The Board-approved base case combined with the annual

three-year plan, adjusted to include Whitelaw Twining, has been

used to measure the going concern and future viability of the Group.

This assessment has been performed on the same two bases as

going concern. This includes monitoring net debt positions and cash

management activities of the Group and their effect on covenant

testing. The going concern and viability of the Group have been

assessed taking into account the potential impact of certain

downside scenarios arising from the principal risks and uncertainties.

In particular, the Board has considered the impact of both a de-listing

and business-as-usual scenario, including impacts on cash flows

and covenants. In addition the assessment considers the potential

reduction in demand caused by either macro environmental factors,

commercial pipeline, our ability to retain or attract the correct level of

talent as well as inflationary pressures over and above each base case.

Mitigating actions

If faced with the reasonable worst-case scenario, the Board also

considers possible mitigating actions available to the Group to

maintain liquidity and covenant compliance. These can be swiftly

implemented should the worst-case scenario arise and include

(but are not limited to):

• freezing recruitment and a slowdown in investment in recruitment

and reward;

• reducing discretionary operating spend such as marketing and travel;

• reducing non-committed capital expenditure;

• revision of the existing dividend policy; and

• cost cutting measures in non-fee earning areas including an

acceleration of the execution of the Group’s real estate

reduction strategy.

Reverse stress test

In addition to the modelling of the above scenarios, a reverse stress test

was conducted by the Group to assess the quantum of increased

inflationary pressures and a stretch in working capital that would

materially impact our ability to comply with financial covenants.

Such a material impact is not considered a reasonable scenario to

adversely impact the going concern assessment, under either scenario.

Conclusion

Based on this assessment, the Directors have a reasonable

expectation that the Group and Company has sufficient resources

to continue its operations for the period of assessment. In particular

the Directors have a reasonable expectation that the Group and

Company will operate under its existing financing facilities,

will comply with all covenants with adequate headroom and settle

all other liabilities as they fall due. The Directors therefore consider

it appropriate for the Group and Company to adopt the going concern

basis in preparing these financial statements.

The directors are satisfied that under the no deal basis there is

sufficient support and knowledge of the cash flows and operations

of the business to adopt a going concern basis for the Group and

Company. The all cash offer for DWF Group plc from Aquila Bidco

Limited outlined above remains subject to shareholder approval.

Assuming such approval is received, the transaction is expected

to complete within 12 months of these Financial Statements.

Aquila Bidco Limited have stated their intentions surrounding

the Group’s future outlook and funding plans and these align to

the Group’s current business plan and strategy. However, as the

decisions around future strategy and intentions will no longer

be in the exclusive control of the DWF Group PLC Directors,

this creates a material uncertainty that may cast significant doubt

on the Group and Company’s ability to continue as a going concern

as at 24th August 2023. The financial statements do not include

the adjustments that would result if the Group or Company

were unable to continue as a going concern.

1.4 Foreign currency

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at the foreign exchange rate

ruling at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies at the statement of financial

position date are retranslated to the functional currency at the foreign

exchange rate ruling at that date. Foreign exchange differences arising

on translation are recognised in the consolidated income statement

within administrative expenses. Non-monetary assets and liabilities

that are measured in terms of historical cost in a foreign currency are

translated using the exchange rate at the date of the transaction.

The assets and liabilities of foreign operations, including goodwill and

fair value adjustments arising on consolidation, are translated to the

Group’s presentational currency, at foreign exchange rates ruling at

the statement of financial position date. The revenues and expenses

of foreign operations are translated at an average rate for the year

where this rate approximates to the foreign exchange rates ruling

at the dates of the transactions.

DWF Group plc | Annual Report and Accounts 2023106

Exchange differences arising from this translation of foreign

operations are reported as an item of other comprehensive

income and accumulated in the translation reserve.

1.5 Alternative performance measures (‘APMs’)

In accordance with the Guidelines on APMs issued by the European

Securities and Markets Authority (‘ESMA’), additional information is

provided on the APMs used by the Group below. In the reporting of

financial information, the Group uses certain measures that are not

required under IFRS.

These additional measures provide the Group’s stakeholders

with additional information on the performance of the business.

The measures are consistent with those used internally, and are

considered insightful in understanding the financial performance of

the Group. The Group’s APMs provide an important measure of how

the Group is performing by providing insight in to how the business

is managed and measured on a day-to-day basis and achieves

consistency and comparability between reporting periods.

The APMs are primarily utilised in the following ways:

• Non-statutory measures; These are often sector specific KPIs such

as lock-up days, net revenue and cost to income ratio. These allow

greater comparability of the Group’s performance within the legal

sector. EBITDA and net debt are also widely utilised within the

Group and are both regularly used among the listed legal sector

and other listed businesses.

• Adjusting items; These are adjustments to statutory profit metrics

such as profit before tax (‘PBT’) and operating profit. These are

items (both recurring and non-recurring) that are material in nature

and include, but are not limited to, costs relating to acquisitions,

gain on bargain purchase associated with acquisitions, disposals

and significant events or programmes, some of which span multiple

years. These items are excluded from adjusted PBT as management

believe their inclusion distorts the underlying trading performance.

• Non-underlying items; Non-underlying items, a subset of adjusting

items, are non-trading, non-cash or one-off items where management

consider the quantum or nature of such items would distort the

view of the underlying performance of the Group. By removing

these items the reader is better able to compare like-for-like

performance that would otherwise be hard to determine.

The following are included by the Group in its assessment of

non-underlying items:

• Transaction expenses associated with acquisitions

• Purchase price relating to acquisitions not treated as consideration

• Expenses and impairment charges associated with office closures

or scale-back of operations; and

• Costs associated with re-financing.

A complete list of APMs is included and fully defined in the glossary

to the financial statements.

1.6 Financial instruments

Non-derivative financial instruments comprise investments, trade

and other receivables, cash and cash equivalents, trade and other

payables and interest bearing borrowings. Amounts due to members

of partnerships in the Group are also non-derivative financial

instruments and are covered in note 1.18.

Trade and other receivables

Under the Group’s business model, trade and other receivables are

held for collection of contractual cash flows and represent solely

payments of principal and interest. Trade receivables and other

receivables are recognised initially at fair value. Subsequent to initial

recognition, they are measured at amortised cost using the effective

interest method less any allowance for expected credit losses.

The Group applies the simplified approach in measuring expected

credit losses.

Trade and other receivables expected to be realised in the course

of the Group’s operating cycle and those assets receivable within one

year from the reporting date are classified as current assets. All other

trade and other receivables are classified as non-current assets.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and cash

deposits, and also include bank overdrafts. Bank overdrafts that

are repayable on demand and form an integral part of the Group’s

cash management are included as a component of cash and cash

equivalents for the purpose of the statement of cash flows only.

Trade and other payables

Trade and other payables are recognised initially at fair value.

Subsequent to initial recognition they are measured at amortised

cost using the effective interest method. Due to their short-term

nature they are not discounted.

Interest-bearing loans and borrowings

Interest-bearing borrowings are recognised initially at fair value

less incremental transaction costs. Subsequent to initial recognition,

interest-bearing loans and borrowings are stated at amortised cost

using the effective interest method.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses

on financial assets.

The Group recognises lifetime expected credit losses (‘ECL’) for trade

receivables and contract assets. The contract assets relate to unbilled

work in progress and have substantially the same risk characteristics

as the trade receivables for the same types of contracts. The

expected credit losses on these financial assets are estimated

using a provision matrix based on the Group’s historical credit loss

experience, general economic conditions and an assessment of

both the current as well as the forecast direction of conditions at the

reporting date, including the time value of money where appropriate.

For other financial instruments, the Group recognises lifetime ECL

when there has been a significant increase in credit risk since initial

recognition. However, if the credit risk on the financial instrument

has not increased significantly since initial recognition, the Group

measures the loss allowance for that financial instrument at an

amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result

from all possible default events over the expected life of a financial

instrument. In contrast, 12-month ECL represents the portion

of lifetime ECL that is expected to result from default events on

a financial instrument that are possible within 12 months after

the reporting date.

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 under 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.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 107

Consolidated notes to the financial statements continued

Year ended 30 April 2023

1 Accounting policies continued

1.7 Leases

At the inception of a contract, the Group assesses whether a contract

is, or contains, a lease, which conveys the right to control the use of

an identified asset for a period of time in exchange for consideration.

As a lessee

Right-of-use assets are measured at cost, less any accumulated

depreciation and impairment losses, and adjusted for any

re-measurement of lease liabilities. The cost of right-of-use assets

includes the amount of lease liabilities recognised, initial direct costs

incurred and lease payments made on or before the commencement

date, plus an estimate of the costs to dismantle and remove the

underlying asset or to restore the underlying asset or the site on

which it is located, less any lease incentives received. Right-of-use

assets are depreciated over the shorter of the asset’s useful life

and the lease term on a straight-line basis.

Lease liabilities are initially measured at the present value of lease

payments to be made over the lease term. The lease payments

include fixed payments (including in-substance fixed payments)

less any lease incentives receivable, variable lease payments that

depend on an index or a rate, and amounts expected to be paid

under residual value guarantees. The lease payments also include

the exercise price of a purchase option reasonably certain to be

exercised by the Group and payments of penalties for terminating

a lease, if the lease term reflects the Group exercising the option

to terminate.

The Group re-measures the lease liability (and makes a corresponding

adjustment to the related right-of-use asset, or to the income

statement if the right-of-use asset carrying value has been reduced

to nil) whenever:

• the lease term has changed or there is a change in the assessment

of exercise of a purchase option, in which case the lease liability

is re-measured by discounting the revised lease payments using

a revised discount rate.

• the lease payments change due to changes in an index or rate or

a change in expected payment under a guaranteed residual value,

in which cases the lease liability is re-measured by discounting

the revised lease payments using the initial discount rate

(unless the lease payments change is due to a change in a

floating interest rate, in which case a revised discount rate is used).

• a lease contract is modified and the lease modification is not

accounted for as a separate lease, in which case the lease liability

is re-measured by discounting the revised lease payments using

a revised discount rate.

In calculating the initial present value of lease payments, the Group

uses the incremental borrowing rate specific to each lease at the

lease commencement date if the interest rate implicit in the lease

is not readily determinable. After the commencement date, the lease

liability is measured at amortised cost using the effective interest

method. The amount of lease liabilities is increased to reflect the

accretion of interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is re-measured

if there is a modification, a change in the lease term, a change

in the in-substance fixed lease payments or a change in the

assessment to purchase the underlying asset.

Extension and termination options are included in several leases

across the Group. The Group determines the lease term as the

non-cancellable term of the lease, together with any periods covered

by an option to extend the lease if it is reasonably certain to be

exercised, or any period covered by an option to terminate the lease

if it is reasonably certain not to be exercised. The Group applies

judgement in evaluating whether it is reasonably certain to exercise

an option to renew or terminate a lease. Management considers

all facts and circumstances that create an economic incentive to

exercise an extension option, or not exercise a termination option.

After the commencement date, the Group reassesses the lease term

if there is a significant event or change in circumstances that is within

its control and affects its ability to exercise, or not to exercise,

the option to renew or terminate the contract.

Payments associated with short-term leases, leases of intangible

assets and leases of low-value assets (with a value of less than

£5,000) are recognised on a straight-line basis as an expense in

the income statement. Short-term leases have a term of 12 months

or less.

As a lessor

Where the Group acts as an intermediate lessor, it accounts for

its interests in the head lease and the sublease separately.

It determines at the inception of a sublease whether each sublease is

a finance or operating lease. To classify each lease, the Group makes

an overall assessment of whether the sublease transfers substantially

all of the risks and rewards of ownership of the right-of-use asset

arising from the head lease. Where this is the case, it is classified

as a finance lease. As part of this assessment, the Group considers

indicators such as whether the sublease term constitutes a major

part of the economic life of the right-of-use asset.

Amounts due from lessees under finance leases are recognised

as lease receivables at the amount of the Group’s net investment

in the leases. The Group applies the de-recognition and impairment

requirements in IFRS 9 to the net investment in the lease.

Where sublease payments are received under operating leases,

these are recognised as income on a straight-line basis over the

sublease term as part of other income.

1.8 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated

depreciation and accumulated impairment losses.

Where parts of an item of property, plant and equipment have

different useful lives, they are accounted for as separate items

of property, plant and equipment.

Depreciation is charged to the income statement on a straight-line

basis over the estimated useful life of each part of an item of property,

plant and equipment. The estimated useful lives are as follows:

• Leasehold improvements The shorter of remaining

lease term or 10 years

• Computer equipment 4 years

• Office equipment and 7 to 10 years

fixtures and fittings

Depreciation methods, useful lives and residual values are reviewed

at each statement of financial position date.

DWF Group plc | Annual Report and Accounts 2023108

1.9 Intangible assets

Goodwill

Goodwill is stated at cost less any accumulated impairment losses.

Goodwill is allocated to cash-generating units and is not amortised

but is tested annually for impairment (note 10).

Customer relationships

The Group recognises acquired customer relationships at their fair

value at the date of acquisition less any accumulated impairment

losses. Customer relationships are amortised on a straight-line basis

over their estimated useful life.

Brand

The Group recognises acquired brands at their fair value at the date

of acquisition less any accumulated impairment losses. Brands are

amortised on a straight-line basis over their estimated useful life.

Software

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 and 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 software

include employee costs.

Capitalised development costs are recorded as intangible assets

and amortised from the point at which the asset is ready for use.

Amortisation

Intangible assets with finite lives are amortised to the income

statement, through administrative expenses, on a straight-line

basis over their estimated useful lives. The estimated useful lives

are as follows:

• Customer relationships 2 to 14 years

• Brand 2 to 16 years

• Software costs 4 years

• Capitalised development costs 3 to 4 years

1.10 Transactions with and amounts due to members of

partnerships in the Group

Divisible profits and payments to members of partnerships

in the Group

Members of partnerships within the Group (‘members’),

under the terms of the relevant members’ agreement,

draw monthly on account. Drawings are based on a fixed share.

Any unallocated profit after distribution to members is included

in retained earnings/ accumulated losses.

All members have a fixed share that forms part of a wider

remuneration package. This amount is reviewed on an annual basis

and is recognised within the income statement within direct costs.

The amounts that are due to the members are recognised as

amounts due to members of partnerships in the Group. See note 27.

Members’ remuneration charged as an expense

Members’ remuneration charged as an expense is recognised within

direct costs totalling £44.8m (2022: £43.7m). This has been calculated

based on the Total Fixed Annual Compensation Amount, which is

the members’ annual fixed profit share plus, for some members,

a nominal salary. Any dividend income received as shareholders

and amounts from participation in share incentive plans are excluded

from members’ remuneration charged as an expense.

1.11 Impairment

Non-financial assets

The carrying amounts of the Group’s non-financial assets are

reviewed at each reporting date to determine whether there is any

indication of impairment. If any such indication exists, then the asset’s

recoverable amount is estimated. For goodwill and intangible assets

that have indefinite useful lives or that are not yet available for use,

the recoverable amount is estimated each year at the same time.

Cash-generating units (‘CGU’) have been determined on the basis

of service offering, dependencies and locations of members of the

Group. The recoverable amount of an asset or CGU is the greater of

its value in use and its fair value less costs to sell. In assessing value

in use, the estimated future cash flows are discounted to their

present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific

to the asset. For the purpose of impairment testing, assets that

cannot be tested individually are grouped together into the smallest

group of assets that generates cash inflows from continuing use that

are largely independent of the cash inflows of other assets or groups

of assets (the ‘cash-generating unit’ or ‘CGU’). The goodwill acquired

in a business combination, for the purpose of impairment testing,

is allocated to CGUs that are expected to benefit from the synergies

of the combination. For the purposes of goodwill impairment testing,

CGUs to which goodwill has been allocated are aggregated so that

the level at which impairment is tested reflects the lowest level

at which goodwill is monitored for internal reporting purposes

but not at a level higher than the Group’s operating segment.

An impairment loss in respect of goodwill is not reversed. In respect

of other assets, impairment losses recognised in prior periods are

assessed at each reporting date for any indications that the loss

has decreased or no longer exists. An impairment loss is reversed

if there has been a change in the estimates used to determine the

recoverable amount. An impairment loss is reversed only to the

extent that the asset’s carrying amount does not exceed the carrying

amount that would have been determined, net of depreciation

or amortisation, if no impairment loss had been recognised.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 109

Consolidated notes to the financial statements continued

Year ended 30 April 2023

1 Accounting policies continued

1.12 Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under

which the Group pays fixed contributions into a separate entity and

will have no legal or constructive obligation to pay further amounts.

Obligations for contributions to defined contribution pension plans

are recognised as an expense in the income statement in the periods

during which services are rendered by employees.

Short-term benefits

Short-term employee benefit obligations are measured on an

undiscounted basis and are expensed as the related service is

provided. A liability is recognised for the amount expected to be

paid under short-term cash bonus or profit-sharing plans if the Group

has a present legal or constructive obligation to pay this amount as

a result of past service provided by the employee and the obligation

can be estimated reliably.

1.13 Share-based payments

The Group operates equity-settled, share-based compensation plans,

under which the business receives services from members of

partnerships within the Group (‘members’) and employees as

consideration for equity instruments (share awards and options)

of the Group. The fair value of the services received in exchange for

the grant of share awards is recognised as an expense. The total

amount to be expensed is determined by reference to the fair value

of the share awards and options granted, excluding the impact of any

non-market service and performance vesting conditions (for example,

remaining engaged by the entity over a specified time period).

Non-market vesting conditions are included in assumptions about

the number of share awards and options that are expected to vest.

The total amount expensed is recognised over the vesting period,

which is the period over which all of the specified existing conditions

are to be satisfied. At each statement of financial position date,

the Group revises its estimates of the number of share awards and

options that are expected to vest based on the non-market vesting

conditions. It recognises the impact of the revision to original

estimates, if any, in the income statement, with a corresponding

adjustment to the share-based payments reserve within equity.

The social security contributions in connection with the grant of the

share awards are considered separate to the grant, and the charge

will be treated as a cash-settled transaction.

The cumulative share-based payment charge held in reserves is

recycled into retained earnings when the share awards or options

lapse or are exercised.

1.14 Share capital

Ordinary shares are classified as equity. Incremental costs directly

attributable to the issue of new shares or options are shown in equity

as a deduction, net of tax, from the proceeds. See note 22 for more

information.

Where any Group company purchases the Company’s equity share

capital (‘treasury shares’), the consideration paid, including any

directly attributable incremental costs (net of income taxes), is

deducted from equity attributable to the Company’s equity holders

until the shares are cancelled or reissued.

1.15 Revenue recognition

Revenue

The Group generates revenue primarily by delivering professional

services to clients, with the types of services offered being similar

within each of its divisions. These services, when delivered to

individual clients, are almost always bespoke in nature. However,

the performance obligations tend to be consistent from client to

client and the two that the Group most commonly satisfies are:

• legal advice and services; and

• non-legal advice and services that are complementary

to legal services

As a provider of professional services, the Group generally does not

have obligations for returns, refunds or other similar obligations,

nor does it have warranties or other related obligations.

The amount of consideration the Group receives varies from both

service to service and from client to client, reflecting the bespoke

nature of the services provided. The consideration typically reflects

the skills and experience of the individuals who provide the services

as well as the availability of similar skills and experience in the wider

professional services market. These factors tend to vary from

business to business.

Consideration includes recoverable expenses. Recoverable expenses

(often referred to as disbursements) are necessarily incurred to

deliver on the Group’s contractual promises to its clients that make

the Group principal in the transaction.

The consideration the Group receives is primarily based on one of

three types of fee arrangements:

• time and materials;

• fixed fee; and

• contingent fee.

The Group adjusts its estimate of revenue throughout the contractual

period of providing services as circumstances change and are

reflected in the income statement in the period in which the

circumstances that give rise to the revision become known. The

Group’s contractual arrangements comprise a single performance

obligation. Fee arrangements are constrained to the amounts

expected to be recovered in accordance with the requirements of

IFRS 15. In virtually all fee arrangements the Group has an enforceable

right to payment for services rendered and, given the bespoke nature

of the services provided, recognises revenue over time as such

services are rendered.

The Group measures progress in satisfying the performance

obligations as follows:

• For time and materials arrangements, revenue is recognised as the

work is performed as captured daily by fee earners recording time

against specific matters at contracted rates. The contracted rates

are constrained to a true recovery rate. The revenue constraint

is determined with reference to historical recovery rates, specific

agreements with clients and amounts considered irrecoverable

by fee earners.

• For contingent fee arrangements, revenue is recognised in the

same method as the time and materials arrangements above.

However there is a further constraint based on projected

success rate.

• For fixed fee arrangements, the appropriate proportion of revenue

to be recognised is measured by assessing time incurred to date,

at an hourly rate that reflects the seniority and expertise of each

individual, as a proportion of the total expected time at these rates

for the arrangement.

The Group typically invoices its customers monthly or quarterly

in arrears, or for certain projects at the end of the engagement,

but payment terms do vary depending on the types of services

being offered or for individual contractual agreements. As the

performance obligation is satisfied, revenue is recognised and

amounts recoverable from clients in respect of unbilled revenue

(contract assets) are simultaneously created. Deferred income

represents amounts invoiced for performance obligations which

are not yet satisfied.

The Group has determined that no significant financing component

exists in respect of its professional services, as the period between

when the Group transfers a promised service to a client and

when the client pays for that service will be one year or less.

DWF Group plc | Annual Report and Accounts 2023110

The majority of services performed by the Group are in respect

of contracts with an expected duration of one year or less either

because the goods or services are expected to be provided within

a 12-month period or because the client and/or the Group has the

right to terminate the contract without substantive penalty upon

the delivery of written notice.

1.16 Financing income and expenses

Financing expenses comprises interest payable, unwinding of the

discount on provisions, and net foreign exchange gains or losses

that are recognised in the income statement (see foreign currency

accounting policy – note 1.4).

Financing income comprises interest receivable on funds invested,

interest income on lease receivables and dividend income. Interest

income and interest payable is recognised in the income statement

as it accrues, using the effective interest method. Dividend income

is recognised in the income statement on the date the entity’s right

to receive payments is established.

Foreign currency gains and losses are reported on a net basis.

1.17 Taxation

Current tax

The tax expense represents the current tax relating to the Company

and other Group entities. The current tax expense is based on taxable

profits of these entities for the year. Taxable profit differs from net

profit as reported in the income statement 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 current tax liability is calculated using tax rates that have been

enacted or substantively enacted by the statement of financial

position date.

Current tax assets and liabilities are offset only when there is a

legally enforceable right to set off the amounts and the Group

intends to either settle on a net basis or realise the asset and

settle the liability simultaneously.

Deferred tax

Deferred tax is provided using the balance sheet liability method

on any temporary differences between the carrying amounts for

financial reporting purposes and those for taxation purposes.

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. Such assets

and liabilities are not recognised if the temporary differences arise

from the initial recognition of goodwill.

Deferred tax liabilities are not recognised for temporary differences

arising on investments in subsidiaries 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 is calculated at the tax rates that are expected to

apply in the period when the liability is settled or the asset is realised.

Deferred tax assets and liabilities are offset when they relate to

income taxes levied by the same taxation authority and the Group

intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in the income statement,

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.

A share of the Group’s profits is earned by the limited liability

partnerships (‘LLPs’) within the Group. The taxation on profits

earned by the LLPs is, generally, recognised as a liability borne by

the members. The members include a corporate entity and individual

persons. The corporate member is subject to taxation on its share of

the LLPs’ profits as set out above. Taxation on the individual persons’

share of the LLPs’ profits remains their personal liability so neither

taxation nor related deferred taxation is accounted for in the financial

information of the Group, although payment of such liabilities

is administered by the Group on behalf of those members.

1.18 Dividends

Dividend distributions are recognised in the consolidated financial

statements when the shareholders’ right to receive payment is

established.

Final dividend distributions are recognised in the period in which

they are approved by the shareholders, whilst interim dividend

distributions are recognised in the period in which they are declared

and paid.

1.19 Changes in accounting policies and disclosures

New and amended standards adopted by the Group

There are no new IFRS or IFRIC Interpretations that are effective

for the first time this financial year which have a material impact

on the Group.

New standards, amendments and interpretations issued but

not effective for the financial year beginning 1 May 2022 and

not adopted early

There are no other IFRS or IFRIC Interpretations that are not yet

effective that would be expected to have a material impact on

the Group.

1.20 Accounting estimates and judgement

The preparation of the financial statements under IFRS requires

management to make judgements, estimates and assumptions

which affect the financial information. The estimates and associated

assumptions are based on historical experience and other factors

that are considered to be relevant and are reviewed on an ongoing

basis. The critical judgements and key estimates applicable to these

financial statements are set out below.

Critical judgement in applying the Group’s accounting policies

Control over the ABS and non-ABS groups

Regulations in certain jurisdictions in which the Group is represented

allow Alternative Business Structures (‘ABS’) where legal firms can

be owned by non-lawyers. This is not the case in other jurisdictions

(‘non-ABS’). As a result, DWF LLP, the head of the non-ABS group,

is not directly owned by any entity within the ABS group (which

includes the ultimate parent, DWF Group plc).

Consolidation of DWF LLP and the other non-ABS entities depends

on the assessment of whether a member of the ABS group is

exposed, or has rights, to variable returns from its involvement

with such entity and has the ability to affect those returns through

its power over such entity. Therefore, judgement is required in

this assessment to determine if the non-ABS entities should be

consolidated in the Group accounts. Control is exercised over

the non-ABS entities through a Governance Deed.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 111

Consolidated notes to the financial statements continued

Year ended 30 April 2023

1 Accounting policies continued

1.20 Accounting estimates and judgement continued

Critical judgement in applying the Group’s accounting policies

continued

A Governance Deed exists between DWF Law LLP (as representative

of the ABS group) and DWF LLP. This Governance Deed mandates that

the executive Board of both DWF Law LLP and DWF LLP be the same,

bestowing DWF Law LLP the ability to affect returns of DWF LLP

and meaning that DWF Law LLP’s members have rights to variable

returns from DWF LLP and thus can exercise control over the

non-ABS entities.

Business combinations: Whitelaw Twining consideration

On 5 December 2022 the Group completed the acquisition of

Whitelaw Twining, a Canadian Law firm headquartered in Vancouver.

The fair value of the consideration was determined as £5,260,000,

satisfied in both cash and shares. In addition to this consideration,

£10,528,000 of shares were issued with vesting conditions linked

to future service conditions by the vendors over the next four years.

As these shares have vesting conditions requiring continued

service by the vendors, it is management’s judgement that this is

remuneration rather than consideration. However, other indicators

do exist which could indicate consideration. If it were to be considered

as consideration, the impact of this would be to decrease the gain

on bargain purchase by the fair value of the shares. See note 9

for further details of the acquisition accounting.

Key sources of estimation uncertainty

The key assumption concerning the future, and other key source

of estimation uncertainty at the reporting period that may have

a significant risk of causing material adjustment of the carrying

amounts of assets and liabilities within the next financial year,

is discussed below.

Revenue recognition and valuation of unbilled revenue

The amount of variable consideration to be constrained in a time and

material contract and the stage of completion of fixed fee contracts

are key sources of estimation uncertainty. When services are invoiced,

the uncertainty is removed so this applies to the unbilled revenue

only, recorded as amounts recoverable from clients in respect of

unbilled revenue in the statement of financial position (the contract

asset). Respective amounts are provided in note 13.

For the estimates of revenue constraint and stage of completion,

the Group estimates the value of the services provided to date

as a proportion of the expected revenue under the contract.

The expected revenue under the contract is either the anticipated

level of price concession or the fixed fee. These estimates are

based on specific client agreements, historical performance

and forward-looking factors including improving efficiencies.

In valuing the Group’s unbilled revenue a per-hour recovery rate

is used. A 5% increase in the per-hour recovery rate would lead to

a £4,201,107 increase in the carrying value of amounts recoverable

from clients in respect of unbilled revenue and a £4,201,107 increase

in revenue, profit before tax and equity. A 5% decrease in the

per-hour recovery rate would lead to an equal and opposite impact

on the carrying value of amounts recoverable from clients in respect

of unbilled revenue and revenue.

Goodwill and intangible assets

The Group has made several acquisitions in the year, and in doing so

recognised a number of intangible assets on consolidation, including

Brands, Customer Lists, and Goodwill. In valuing these intangible

assets, management are required to use estimates in determining

their fair values. Intangible assets identified on acquisition are brand

names, customer lists and intellectual property. The material

assumptions used are predominantly the cash flow forecasts used

within the relevant valuation model. To assist in this work, the Group

engages external valuation experts for material acquisitions to assess

the fair values of intangible assets. Management review the work

carried out by these external valuation experts and assess the

outcome. The fair values of the acquired entities’ balance sheets

are also assessed to ensure that the values reflect the fair value

of all acquired assets and liabilities. A 10% increase in the cash flow

forecasts used in the Whitelaw Twining intangible valuation models

would increase the acquired intangibles by £0.8m with a corresponding

increase in the gain on bargain purchase. A 10% decrease in the

cash flow forecasts would result in an equal and opposite impact

on intangibles and gain on bargain purchase.

A 10% increase in the cash flow forecasts used in the Whitelaw

Twining intangible valuation models would increase the acquired

intangibles by £0.8m with a corresponding increase in the gain on

bargain purchase. A 10% decrease in the cash flow forecasts would

result in an equal and opposite impact on intangibles and gain on

bargain purchase.

DWF Group plc | Annual Report and Accounts 2023112

2 Alternative performance measures

APMs are not intended to supplant IFRS measures but are included in response to investor feedback or to provide readers of the financial

statements with additional understanding of the underlying trading performance of the Group.

APMs are fully defined and information as to why they are useful is provided in the glossary to the financial statements on pages 142 to 146.

Adjusted profit before tax reconciles to profit before tax as follows:

2023

£’000

2022

£’000

Profit before tax 17,169 22,316

Adjusting items:

Amortisation of intangible assets – acquired 3,929 4,655

Impairment of intangible assets 1,494 2,966

Impairment of tangible and right of use assets 362 627

Accelerated depreciation 6,452 –

Non-underlying items 6,248 1,224

Gain on bargain purchase (4,459) –

Share-based payments expense 12,132 9,609

Total of adjusting items 26,158 19,081

Adjusted PBT 43,327 41,397

In FY23, an accelerated depreciation charge of £6.5m (FY22: £nil) was recognised in relation to the right of use, and other fixed assets

located within a vacant floor in the Pune office. There are no future plans to occupy this space given the adoption of hybrid working,

therefore associated assets have been fully depreciated in the year.

Adjusted profit before tax reconciles to profit before tax with reconciling items by nature as follows:

2023

£’000

2022

£’000

Profit before tax 17,169 22,316

Office closures and scale-backs 9,972 (238)

Acquisition-related expenses 6,493 9,564

Gain on bargain purchase (4,459) –

Share-based payment expense 10,822 9,609

Restructuring costs 3,330 –

Refinancing costs – 146

Adjusted PBT 43,327 41,397

Cash used to settle non-underlying items includes £5.4m (FY22: £3.8m) relating to closures and other restructure costs and £1.4m

(FY22: £4.6m) relating to acquisition-related advisory fees.

Non-underlying items are set out in the table below:

Notes

2023

£’000

2022

£’000

Acquisition-related advisory fees a 1,254 336

Acquisition-related expenses b – 1,104

Closure and scale-back of operations c 1,664 (362)

Restructuring costs d 3,330 –

Non-underlying items within operating profit 6,248 1,078

Non-underlying finance expense e – 146

Total non-underlying items 6,248 1,224

a. The Group periodically considers and analyses potential acquisition targets and recognises there is inherent complexity and risk associated

with acquisitions. The Group manages this by employing external professional advisors to perform legal, financial, commercial and tax

due diligence on targets. These costs relate to opportunities the Group identifies and pursues, of which a portion result in successful

acquisitions. Acquisition fees in the current period relate to the acquisitions of Acumension and Whitelaw Twining as well as fees for

aborted acquisitions.

b. Acquisition-related expense relates to the remuneration expense from the acquisition of Mindcrest in FY20. Payments to the sellers

of Mindcrest were deemed to be remuneration (and not consideration) under IFRS 3, and therefore expensed over the deemed service

period rather than included in goodwill. As these costs are not considered recurring and ceased in February 2022, they have been included

within adjusting items in order to give greater clarity of underlying trading performance.

c. Closure and scale-back of operations in the current year relate to ongoing costs relating to the scale-back of operations in Germany which

commenced in FY21 and final costs for the completion of closures and scalebacks in other jurisdictions such as Singapore. These costs

comprise people and supplier exit expenses as a result of the decision taken.

d. During the year, the Group commenced an efficiency programme with the aim of removing cost from the business. Costs of executing

the restructuring are considered non-recurring as a restructuring of this size is one-off and as a result is reported as a non-underlying

item to provide clarity of underlying trading performance.

e. These costs are associated with the FY22 re-financing and include professional fees incurred that are significant in value and by their

nature are not recurring annually.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 113

Consolidated notes to the financial statements continued

Year ended 30 April 2023

2 Alternative performance measures continued

The cost to income ratio is used to assess the levels of operational gearing in the Group. The cost to income ratio is defined as administrative

expenses less adjusting items and divided by net revenue and is calculated as follows:

2023

£’000

2022

£’000

Net revenue 380,136 350,242

Administrative expenses, gain on bargain purchase, accelerated depreciation and impairment 167,523 153,257

Total of adjusting items (26,158) (19,081)

Less: re-financing costs included in adjusting items – 146

Adjusted administrative expenses 141,365 134,322

Cost to income ratio 37.2% 38.4%

3 Operating segments

Reporting segments

In accordance with IFRS 8: Operating Segments (‘IFRS 8’), the Group’s operating segments are based on the operating results reviewed by

the Board, who represent the chief operating decision maker (‘CODM’). The Group has the following three strategic divisions, which are its

reportable segments. These divisions offer different services and are reported separately because of different specialisms within teams in

the business group.

The following summary describes the operations of each reportable segment:

Reportable segment Operations

Legal Advisory Premium legal advice, commercial intelligence and relevant industry experience.

Connected Services Collection of products and business services that enhance and complement our legal offerings.

Mindcrest Outsourced and process-led legal services, designed to standardise, systemise, scale and optimise

legal workflows.

The revenue, net revenue and gross profit are attributable to the principal activities of the Group.

Effective from 1 May 2023, the Group changed from the above strategic divisions to:

Reportable segment Operations

Commercial Services Combining our commercial Legal Advisory teams with business services including Global Entity Management,

Forensic Accountants, ESG Consulting and Regulatory Consulting.

Insurance Services Combining our insurance-focused legal and business services expertise under a single leadership team.

Legal Operations Our alternative legal services provider, delivering services including eDiscovery, contract management,

compliance, legal technology, consulting and operations, and knowledge management.

These changes to the Group’s internal structure are a natural evolution to those made at the start of FY22, and will allow DWF to go further

in how it delivers its integrated offering to clients.

DWF Group plc | Annual Report and Accounts 2023114

For year ended 30 April 2023

Legal

Advisory

£’000

Connected

Services

£’000

Mindcrest

£’000

Total

£’000

Revenue 385,263 41,547 24,831 451,641

Recoverable expenses (68,685) (894) (1,926) (71,505)

Net revenue 316,578 40,653 22,905 380,136

Direct costs (153,959) (22,749) (11,687) (188,395)

Gross profit 162,619 17,904 11,218 191,741

Gross margin % 51.4% 44.0% 49.0% 50.4%

Administrative expenses (162,220)

Gain on bargain purchase 4,459

Trade receivables impairment (1,454)

Other impairment (1,856)

Accelerated depreciation/amortisation (6,452)

Operating profit 24,218

Net finance expense (5,310)

Net interest expense on leases (1,739)

Profit before tax 17,169

Taxation (4,722)

Profit for the year 12,447

In FY23, an accelerated depreciation charge of £6.5m (FY22: £nil) was recognised in relation to the right of use, and other fixed assets

located within a vacant floor in the Pune office. There are no future plans to occupy this space given the adoption of hybrid working,

therefore associated assets have been fully depreciated in the year.

Within administrative expenses, there is an impairment loss of £1.5m recognised relating to the Zing CGU. This is attributable to the

Connected Services segment.

For year ended 30 April 2022

Legal

Advisory

£’000

Connected

Services

£’000

Mindcrest

£’000

Total

£’000

Revenue 355,063 34,181 26,808 416,052

Recoverable expenses (63,110) (324) (2,376) (65,810)

Net revenue 291,953 33,857 24,432 350,242

Direct costs (138,729) (18,828) (11,775) (169,332)

Gross profit 153,224 15,029 12,657 180,910

Gross margin % 52.5% 44.4% 51.8% 51.7%

Administrative expenses (146,691)

Trade receivables impairment (2,973)

Other impairment (3,593)

Operating profit 27,653

Net finance expense (3,664)

Net interest expense on leases (1,673)

Profit before tax 22,316

Taxation (2,029)

Profit for the year 20,287

There are no inter-segmental revenues which are material for disclosure. Administrative expenses represent indirect costs that are not

specifically allocated to segments.

Non-current assets, revenue and net revenue by region

The UK is the Parent Company’s country of domicile and the Group generates the majority of its revenue from external clients in the UK.

The geographical analysis of revenue and net revenue is on the basis of the country of origin in which the client is invoiced.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 115

Consolidated notes to the financial statements continued

Year ended 30 April 2023

3 Operating segments continued

The Group’s non-current assets, net revenue and revenue by geographical region are as follows:

Non-current assets Revenue Net revenue

2023

£’000

2022

£’000

2023

£’000

2022

£’000

2023

£’000

2022

£’000

UK 75,702 57,141 333,442 310,381 268,284 250,584

Spain 23,419 23,935 40,241 36,515 40,241 36,515

North America 14,331 12,100 23,833 7,717 23,828 7,702

Asia 1,464 14,063 11,654 11,107 10,312 8,838

Rest of World 1,497 14,838 42,471 50,332 37,471 46,603

Total allocated to geographical regions 116,413 122,077 451,641 416,052 380,136 350,242

Deferred tax assets 4,320 3,938

Non-current other trade receivables 412 1,464

Total 121,145 127,479

Total assets and liabilities for each reportable segment are not provided to the CODM and therefore not presented.

4 Operating profit and auditor’s remuneration

2023

£’000

2022

£’000

Recognised in the income statement

Impairment of intangible assets 1,494 2,966

Amortisation of intangible assets – acquired 3,929 4,655

Impairment of property, plant and equipment and right-of-use assets 362 627

Accelerated depreciation/amortisation 6,452 –

Gain on bargain purchase (4,459) –

Non-underlying items (less: non-underlying finance expense) 6,248 1,078

Share-based payments expense (note 23) 12,132 9,609

Total of adjusting items within operating profit 26,158 18,935

Members' remuneration charged as an expense 44,829 43,670

Net foreign exchange gain (1,431) (1,856)

Amortisation of intangible assets – software and capitalised development costs 3,268 4,251

Depreciation of tangible assets 3,562 2,960

Depreciation of right-of-use assets 12,365 12,737

Auditor’s remuneration

Audit of the Group financial statements 535 510

Total audit fees 535 510

Amounts payable to the Company’s auditor and its associates in respect of:

Audit of financial information of subsidiaries, subsidiary undertakings and partnerships of the DWF Group plc 150 125

Other services pursuant to legislation or regulation 429 105

Total fees 1,114 740

DWF Group plc | Annual Report and Accounts 2023116

5 Net finance expense

2023

£’000

2022

£’000

Finance income

Interest receivable 861 101

861 101

Finance expense

Interest payable on bank borrowings 4,969 2,300

Other interest payable 112 54

Bank and other charges 1,090 1,265

Non-underlying finance expense – 146

6,171 3,765

Net finance expense 5,310 3,664

Net interest expense on leases

Interest expense on lease liabilities 1,739 1,673

1,739 1,673

6 Taxation

2023

£’000

2022

£’000

UK corporation tax on profit/loss 4,858 5,639

Foreign tax on profit 2,188 2,822

Adjustments in respect of prior periods (445) (5,443)

Current tax expense 6,601 3,018

Deferred tax credit (1,341) (2,354)

Adjustments in respect of prior periods (538) 1,365

Total deferred tax credit (1,879) (989)

Total tax charge for the year 4,722 2,029

The effective tax rate is higher (2022: lower) than the average rate of corporate tax in the UK of 19.5% (2022: 19%), and excluding prior year

adjustments the effective tax rate is higher than the average rate of corporate tax in the UK. The difference is explained below:

2023

£’000

2022

£’000

Profit before taxation 17,169 22,316

Tax on Group profit/(loss) at standard UK corporation tax rate of 19% (2022: 19%) 3,348 4,240

Foreign tax rate differences 498 (4)

Non-deductible expenses 1,656 706

Adjustments in respect of prior periods (983) (4,079)

Brought forward tax losses utilised (2,115) (263)

Tax losses in year not recognised as assets 2,478 2,060

Impact of share price on expected tax deduction – 203

Effect on deferred tax of change in corporation tax rate (160) (834)

Group total tax charge for the year 4,722 2,029

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25%. The impact

of the change in tax rate has been recognised in tax expense in the income statement, except to the extent that it relates to items previously

recognised outside the income statement.

The reported tax charge for the year, excluding prior year adjustments, is £5.7m on a profit before tax of £17.2m, representing an effective rate

of tax of 33%. The effective tax rate was higher than the UK statutory tax rate primarily due to tax losses that have not been recognised as

deferred tax assets (increasing the tax charge by £2.5m) and the tax effect of non-tax deductible expenses (increasing the tax charge by £1.6m)

offset by the effect of the utilisation of unrecognised losses brought forward (reducing the tax charge by £2.1m). Please refer to Note 20 for

further details.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 117

Consolidated notes to the financial statements continued

Year ended 30 April 2023

7 Dividends

Distributions to owners of the parent in the year:

2023

pence per share

2022

pence per share

Final dividend recognised as distributions in the year 3.25 3.00

Interim dividend recognised as distributions in the year 1.60 1.50

Total dividend paid in the year 4.85 4.50

Final dividend proposed – 3.25

2023

£’000

2022

£’000

Final dividend recognised as distributions in the year 9,821 9,008

Interim dividend recognised as distributions in the year 5,292 4,529

Total dividend paid in the year 15,113 13,537

Final dividend proposed – 10,574

The Directors are not proposing a final dividend for the financial year ended 30 April 2023. A special dividend, which is conditional upon the

scheme of arrangement becoming effective, is proposed as described in the scheme document published by the Company on 15 August 2023.

8 Earnings per share

2023

£’000

2022

£’000

Profit for the year for the purpose of basic earnings per share 12,447 20,287

Number Number

Weighted average number of ordinary shares for the purposes of basic earnings per share 311,419,070 298,898,991

Effect of dilutive potential ordinary shares:

Future exercise of share awards and options 12,001,403 13,639,188

Weighted average number of ordinary shares for the purposes of diluted earnings per share 323,420,473 312,538,179

Earnings per share attributable to the owners of the parent:

Basic earnings per share (p) 4.0 6.8

Diluted earnings per share (p) 3.8 6.5

Adjusted basic and adjusted diluted earnings per share are APMs (as defined in the glossary on pages 142 to 146 and have been calculated

using profit for the purpose of basic earnings per share adjusted for total adjusting items and the tax effect of those items.

Adjusted basic and adjusted diluted earnings per share may be reconciled to basic earnings per share as follows:

2023

£’000

2022

£’000

Profit for the year 12,447 20,287

Add/(remove):

Total of adjusting items (note 2) 26,158 19,081

Tax effect of adjustments above (3,763) (4,651)

Adjusted profit for the purpose of adjusted earnings per share 34,842 34,717

Number Number

Weighted average number of ordinary shares for the purposes of adjusted basic earnings per share 311,419,070 298,898,991

Ordinary shares for the purposes of adjusted diluted earnings per share 341,979,578 325,352,865

Adjusted basic earnings per share (p) 11.2 11.6

Adjusted diluted earnings per share (p) 10.2 10.7

Shares held in trust are issued shares that are owned by the Group’s employee benefit trusts for future issue to employees as part of share

incentive schemes. These are recognised on consolidation as treasury shares. The future exercise of share awards and options is the dilutive

effect of share awards granted to employees that have not yet vested.

Shares held in trust are deducted from the weighted average number of ordinary shares for basic earnings per share and adjusted basic

earnings per share.

The definitions of adjusted basic earnings per share and adjusted diluted earnings per share can be found in the glossary to these

financial statements.

DWF Group plc | Annual Report and Accounts 2023118

9 Acquisitions of subsidiaries and transactions related to previous acquisitions

Acquisitions in the year to 30 April 2023

Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which

control is transferred to the Group.

Two acquisitions were made in the year; Acuhold Limited (‘Acumension’) and Whitelaw Twining Law Corporation (‘Whitelaw Twining’).

Details of the acquisitions are as follows:

Country of incorporation Nature of activity Date of acquisition

Consideration

£’000

Percentage

ownership

Acumension UK Costs management 2 September 2022 5,530 100%

Whitelaw Twining Canada Insurance 5 December 2022 5,260 100%

Acumension is a leading specialist in legal costs management headquartered in Manchester, focused on utilising technological capability

to deal with complex defendant costs, and will expand our existing Costs business within the Connected Services division.

Whitelaw Twining is a leading Canadian law firm headquartered in Vancouver, specialising in insurance, commercial litigation, personal injury

and dispute resolution. Whitelaw Twining brings a strong strategic fit, greater scale and an enhanced platform in North America, with synergy

opportunities alongside DWF’s existing Canadian claims and adjusting businesses.

The fair values of the assets and liabilities and the associated goodwill arising from the acquisitions are as follows:

Acumension

£’000

Whitelaw Twining

£’000

Intangible assets 223 8,453

Property, plant and equipment 89 –

Right-of-use asset – 4,835

Trade and other receivables 2,854 15,204

Cash and cash equivalents 1,690 91

Trade and other payables (352) (4,466)

Lease liabilities – (4,835)

Provisions – (342)

Amounts due to members – (3,361)

Loans and borrowings – (3,614)

Deferred tax liability (81) (2,246)

Net assets acquired 4,423 9,719

Purchase consideration 5,530 5,260

Purchase consideration satisfied by:

Initial cash consideration 4,368 304

Deferred cash consideration 1,086 2,347

Assets transferred as consideration 76 –

Contingent consideration – 15

Shares issued to shareholders – 2,594

Provisional goodwill/(gain on bargain purchase) 1,107 (4,459)

Within the £5,530,000 consideration for Acumension, £1,086,000 is deferred and payable over one year post-acquisition and is not contingent

on future performance targets. Of this deferred consideration, £760,000 has been paid in the period. Contingent consideration of £1,250,000

was payable based on certain KPIs being met in the first year post-acquisition. These targets were deemed to be unlikely to be met as at

the acquisition date and therefore not included within the fair value assessment of consideration. The provisional fair values in relation to

Acumension as disclosed in the FY23 interim accounts have been updated resulting in an increase to goodwill of £452,000 and a decrease

in acquired net assets of £1,761,000.

Of the £5,260,000 consideration for Whitelaw Twining, £2,347,000 was deferred and payable in February 2023. This was not contingent on

future performance targets. During the period, all deferred consideration was paid. An additional consideration of £15,000 was contingent

on future performance targets in FY23. These were achieved, and the contingent consideration paid in March 2023.

In addition to the consideration paid for Whitelaw Twining, 13,143,000 of shares were issued that vest over a period of between one and

five years to July 2027. These shares are contingent on continuing service of the sellers. This is accounted for as remuneration and within

the scope of IFRS 2 Share-Based Payments. An IFRS 2 charge of £1,293,000 being recognised in the year, and an IFRS 2 balance of £9,234,000

included within prepayments.

The goodwill for Acumension is attributable to the benefits of operating an already well-established business in the relevant sector and

the synergies that are expected to be achieved from incorporating the business into the Group’s operations. The goodwill will be allocated

to the Costs CGU. As the purchase was not made with any qualifying intellectual property, all goodwill acquired is non-tax deductible.

Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value

of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities

assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies.

Any impairment is charged to the income statement as it arises.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 119

Consolidated notes to the financial statements continued

Year ended 30 April 2023

9 Acquisitions of subsidiaries and transactions related to previous acquisitions continued

The following intangible assets were recognised at acquisition. These have been measured at their fair value through the multi-period excess

earnings method (customer relationships) and royalty relief method (brand).

Acumension

£’000

Whitelaw Twining

£’000

Intangible assets – brands – 2,086

Intangible assets – customer relationships 223 6,235

Total fair value of intangibles on acquisition 223 8,321

Deferred tax recognised as a result of the intangibles (57) (2,246)

Total fair value on acquisition 166 6,075

Cash flows arising from the acquisition were as follows:

Acumension

£’000

Whitelaw Twining

£’000

Initial purchase consideration (4,368) (304)

Cash and cash equivalents acquired 1,690 (3,523)

Total fair value on acquisition (2,678) (3,827)

Deferred consideration paid in the year (760) (2,347)

Net cash outflow in the year (3,438) (6,174)

The table below outlines the revenue and PBT of the acquirees since the acquisition date, which is included in the consolidated statement

of comprehensive income for the year, and the annualised revenue and PBT of the acquirees had the acquisition dates for the business

combinations been at the beginning of the year:

Revenue

contributed

post-acquisition

£’000

PBT

contributed

post-acquisition

£’000

Revenue

in year of

acquisition

£’000

PBT

in year of

acquisition

£’000

Acumension 2,233 427 3,137 126

Whitelaw Twining 10,025 877 23,676 997

Transaction costs comprised mainly advisor fees, including financial, tax and legal due diligence. These are all included within administrative

expenses (non-underlying items) within note 2.

During FY23, the Group has concluded on the fair value of the net assets in respect of acquisitions completed, resulting in an increase of £3.9m

in net assets and a corresponding decrease in goodwill.

Acquisitions in the year to 30 April 2022

Two acquisitions were made in the year; Zing 365 Holdings Limited (‘Zing’) and BCA Claims and Consulting Limited (‘BCA’).

Full details of the acquisitions can be found in the Annual Report and Accounts 2022 at www.dwfgroup.com.

DWF Group plc | Annual Report and Accounts 2023120

10 Intangible assets

Goodwill

£’000

Acquired

External

software

costs

£’000

Capitalised

development

costs

£’000

Total

£’000

Customer

relationships

£’000

Brand

£’000

Cost

At 1 May 2022 14,034 36,812 1,933 6,762 14,165 73,706

Additions – internally developed – – – 2,726 2,726

Additions – externally purchased – – – 731 – 731

Additions through acquisitions 1,107 6,458 2,086 132 – 9,783

Effect of movements in foreign exchange (38) (110) 263 (58) – 57

At 30 April 2023 15,103 43,160 4,282 7,567 16,891 87,003

Amortisation and impairment

At 1 May 2022 1,357 13,132 1,782 4,444 7,387 28,102

Amortisation for the year – 3,743 186 987 2,281 7,197

Accelerated amortisation – – – 133 – 133

Impairment 1,403 91 – – – 1,494

Effect of movements in foreign exchange – 172 36 (21) – 187

At 30 April 2023 2,760 17,138 2,004 5,543 9,668 37,113

Net book value

At 30 April 2023 12,343 26,022 2,278 2,024 7,223 49,890

At 1 May 2022 12,677 23,680 151 2,318 6,778 45,604

Goodwill

£’000

Acquired

External

software

costs

£’000

Capitalised

development

costs

£’000

Total

£’000

Customer

relationships

£’000

Brand

£’000

Cost

At 1 May 2021 11,141 35,608 1,633 4,322 11,311 64,015

Additions – internally developed – – – – 2,854 2,854

Additions – externally purchased 2,403 1,475 248 1,446 – 5,572

Disposals – – – (354) – (354)

Asset transfers – – – 1,347 – 1,347

Effect of movements in foreign exchange 490 (271) 52 1 – 272

At 30 April 2022 14,034 36,812 1,933 6,762 14,165 73,706

Amortisation and impairment

At 1 May 2021 1,357 6,128 1,041 1,587 4,729 14,842

Amortisation for the year – 3,945 711 1,593 2,658 8,907

Disposals – – – (94) – (94)

Impairment – 2,955 – 11 – 2,966

Asset transfers – – – 1,347 – 1,347

Effect of movements in foreign exchange – 104 30 – – 134

At 30 April 2022 1,357 13,132 1,782 4,444 7,387 28,102

Net book value

At 30 April 2022 12,677 23,680 151 2,318 6,778 45,604

At 1 May 2021 9,784 29,480 592 2,735 6,582 49,173

Individual intangible assets that are material to the financial statements are set out below:

• Customer relationships – Whitelaw Twining: Net book value at 30 April 2023 £6.0m (2022: £nil) – remaining amortisation period is 13.5 years

• Customer relationships – Spain: Net book value at 30 April 2023 £18.0m (2022: £19.5m) – remaining amortisation period is 7 years

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 121

Consolidated notes to the financial statements continued

Year ended 30 April 2023

10 Intangible assets continued

Goodwill

Goodwill considered significant in comparison to the Group’s total carrying amount of such assets has been allocated to CGUs or groups of

CGUs as follows:

2023

£’000

2022

£’000

Insurance 3,921 3,921

Claims Management and Adjusting 2,150 2,150

Costs 1,398 1,398

Other individually immaterial CGUs 4,874 5,208

12,343 12,677

The recoverable amounts of the CGUs are determined from value in use calculations. The calculations have been based on a discounted cash

flow model covering a period of five years using forecast revenues and costs, extended to perpetuity. The inputs into the model appropriately

consider the relevant market maturity and local factors. The first year of the forecast is established from the budget for FY24 which is

underpinned by the business plan that has been signed off by the Board. Cash flows for FY24 through to FY27 have been included on a

consistent basis with the Board approved strategy. In each case, the calculations use a long term growth rate of 2% (2022: 2%) consistent

with the sector average and a pre-tax discount rate of 12-13% (2022: 10-12%). These pre-tax discount rates reflect current market assessments

for the time value of money and the specific risks associated with each CGU. The long-term growth rates used are based on management’s

expectations of future changes in the markets for each CGU.

The review for the Zing 365 CGU indicated that the recoverable amount was lower than the carrying value by £1.5m. The carrying value

of the CGU has therefore been reduced to its recoverable amount, resulting in a Goodwill impairment charge of £1.4m, with the remaining

£0.1m impairment allocated against the Customer Relationships intangible. This charge is recognised within administrative expenses in the

Group income statement, and is attributable to the Connected Services segment.

Goodwill that has been allocated to other individually immaterial CGUs in the table above is monitored at a lower level than operating segment.

Significant headroom exists for each CGU, with the exception of the Zing 365 CGU. No other reasonable worst-case scenario gives rise to

a material impairment risk.

11 Property, plant and equipment

Leasehold

improvements

£’000

Office equipment

and fixtures

and fittings

£’000

Computer

equipment

£’000

Total

£’000

Cost

At 1 May 2022 18,170 13,938 37,491 69,599

Additions 855 1,160 871 2,886

Acquired through business combinations – 89 – 89

Disposals (68) (322) (151) (541)

Effect of movements in foreign exchange (209) (29) (20) (258)

At 30 April 2023 18,748 14,836 38,191 71,775

Accumulated depreciation

At 1 May 2022 14,066 9,163 35,131 58,360

Charge for the year 789 1,367 1,406 3,562

Accelerated depreciation 985 190 – 1,175

Disposals – (319) (57) (376)

Effect of movements in foreign exchange (32) (181) (33) (246)

At 30 April 2023 15,808 10,220 36,447 62,745

Net book value

At 30 April 2023 2,940 4,616 1,744 9,300

At 1 May 2022 4,104 4,775 2,360 11,239

In FY23, an accelerated depreciation charge of £1.2m (FY22: £nil) was recognised in relation to leasehold improvements and office equipment

located within a vacant floor in the Pune office. There are no future plans to occupy this space given the adoption of hybrid working,

therefore associated assets have been fully depreciated in the year.

DWF Group plc | Annual Report and Accounts 2023122

Leasehold

improvements

£’000

Office equipment

and fixtures

and fittings

£’000

Computer

equipment

£’000

Total

£’000

Cost

At 1 May 2021 16,179 15,366 38,499 70,044

Additions 508 1,169 1,903 3,580

Disposals (669) (448) (1,584) (2,701)

Asset transfers 2,130 (2,130) (1,347) (1,347)

Effect of movements in foreign exchange 22 (19) 20 23

At 30 April 2022 18,170 13,938 37,491 69,599

Accumulated depreciation

At 1 May 2021 13,287 8,235 35,907 57,429

Charge for the year 778 1,029 1,153 2,960

Disposals (463) (129) (608) (1,200)

Impairment 402 84 17 503

Asset transfers 46 (46) (1,347) (1,347)

Effect of movements in foreign exchange 16 (10) 9 15

At 30 April 2022 14,066 9,163 35,131 58,360

Net book value

At 30 April 2022 4,104 4,775 2,360 11,239

At 1 May 2021 2,892 7,131 2,592 12,615

12 Right-of-use assets

Leases as a lessee

Property

£’000

Equipment

£’000

Total

£’000

Right-of-use assets

At 1 May 2021 67,073 2,093 69,166

Additions 10,467 – 10,467

Acquisitions – – –

Depreciation (12,264) (473) (12,737)

Impairment (124) – (124)

Disposals (1,110) – (1,110)

Remeasurement adjustment (1,156) – (1,156)

Effect of movements in foreign exchange 729 (1) 728

At 30 April 2022 63,615 1,619 65,234

Additions 3,487 – 3,487

Acquisitions 4,835 – 4,835

Depreciation (11,907) (458) (12,365)

Accelerated depreciation (5,144) – (5,144)

Impairment (362) – (362)

Remeasurement adjustment 1,559 (23) 1,536

Effect of movements in foreign exchange 2 – 2

At 30 April 2023 56,085 1,138 57,223

In FY23, an accelerated depreciation charge of £5.1m (FY22: £nil) was recognised in relation to the right-of-use asset for a vacant floor in

the Pune office. There are no future plans to occupy this space given the adoption of hybrid working, therefore associated assets have been

fully depreciated in the year.

The remeasurement adjustment relates to the impact of term and rent changes on property leases during the year.

Leases as a lessor

During FY22, the Group has sub-leased property in Australia. In the recognition of the lease receivables pertaining to the sub-leased property,

the Group has reversed impairment of £nil (2022: £1.0m) which was previously recorded against the right-of-use assets.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 123

Consolidated notes to the financial statements continued

Year ended 30 April 2023

13 Trade and other receivables

2023

£’000

2022

£’000

Current

Trade receivables 104,593 88,949

Amounts recoverable from clients in respect of unbilled revenue 92,890 71,958

Unbilled disbursements 11,232 7,982

Contract assets 104,122 79,940

Trade receivables and contract assets 208,715 168,889

Other receivables 4,143 2,216

Amounts due from Members of partnerships 2,441 2,238

Lease receivables 310 432

Reimbursement asset 4,962 4,040

Prepayments 22,768 12,359

243,339 190,174

Non-current

Other receivables 225 938

Lease receivables 187 526

412 1,464

The reimbursement asset is principally attributable to the professional indemnity provision (see note 18). Prepayments include £9.2m (2022: £nil)

relating to acquisition-related remuneration expense (see note 9).

Ageing of trade receivables, amounts recoverable from clients in respect of unbilled revenue and unbilled disbursements

2023

£’000

2022

£’000

Trade receivables not past due 18,286 14,794

Trade receivables past due

0 – 90 days 68,522 59,876

91 – 180 days 11,432 8,846

181 – 270 days 4,538 3,337

271 – 365 days 2,746 2,366

More than 365 days 10,615 11,459

Gross trade receivables 116,139 100,678

Amounts recoverable from clients in respect of unbilled revenue 92,890 71,958

Unbilled disbursements 11,232 7,982

Expected credit losses (8,438) (8,588)

Other impairment provisions (3,108) (3,141)

Total trade receivables and contract assets 208,715 168,889

Lifetime expected credit losses are used to measure the loss allowance. These balances are held against trade receivables, amounts

recoverable from clients in respect of unbilled revenue and unbilled disbursements. Other impairment provisions are applied against the

trade receivables which are not based on the average expected credit loss rates presented below. The other categories of trade and other

receivables do not contain impaired assets.

Expected credit loss rates

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics

and the days past due. The contract assets relate to unbilled revenue and have substantially the same risk characteristics as the trade

receivables for the same types of contracts.

DWF Group plc | Annual Report and Accounts 2023124

The average expected credit loss rates for trade receivables and contract assets are presented below.

Group rates Spain rates

2023 2022 2023 2022

0 – 90 days 0.9% 0.5% 2.7% 0.9%

91 – 180 days 3.5% 3.4% 8.7% 4.2%

181 – 270 days 7.6% 10.5% 19.8% 13.1%

271 – 365 days 12.5% 19.9% 25.8% 20.7%

More than 365 days 63.4% 50.6% 49.1% 45.0%

Movement in provision for impairment

2023

£’000

2022

£’000

At 1 May 2022 11,729 13,031

Provision utilised and other movements (1,637) (4,275)

Charges to income statement 1,454 2,973

At 30 April 2023 11,546 11,729

Other movements include expected credit loss provisions acquired from business combinations in the year of £421,000 (2022: £61,500).

Trade receivables, unbilled disbursements and contracts assets are written off where there is no reasonable expectation of recovery.

For trade receivables and unbilled disbursements, impairment losses are presented as net impairment losses within operating profit

whereas contract asset impairment losses are presented as a reduction in revenue. Subsequent recoveries of amounts previously

written off are credited against the same line item.

14 Cash and cash equivalents

2023

£’000

2022

£’000

Cash at bank and in hand 36,404 28,310

Bank overdrafts (5,808) (606)

Cash and cash equivalents 30,596 27,704

15 Trade and other payables

2023

£’000

2022

£’000

Trade payables 28,716 27,896

Other payables 3,101 3,748

Other taxation and social security 14,164 15,284

Deferred income 1,795 2,014

Accruals 12,079 14,383

Trade and other payables 59,855 63,325

Other payables relates principally to payroll-related creditors.

16 Lease liabilities

2023

£’000

2022

£’000

At 1 May 2022 77,739 84,002

Additions 3,387 7,683

Acquisitions 4,835 –

Interest expense related to lease liabilities 1,738 1,673

Net foreign currency translation (gain)/loss (379) 763

Remeasurement adjustment 875 (1,313)

Repayment of lease liabilities (including interest) (16,185) (15,069)

At 30 April 2023 72,010 77,739

Current lease liabilities 13,712 14,576

Non-current lease liabilities 58,298 63,163

72,010 77,739

The maturity of lease liabilities can be found in note 19. The undiscounted contractual cash flows relating to lease liabilities accounted for

in accordance with IFRS 16 is £78.1m (2022: £82.9m). Operating costs, included within administrative expenses, relating to short-term and

low value leases during the year were £2.2m (2022: £1.6m).

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 125

Consolidated notes to the financial statements continued

Year ended 30 April 2023

17 Interest-bearing loans and borrowings

This note provides information about the Group’s interest-bearing loans and borrowings, which are measured at amortised cost.

For more information about the contractual terms and the Group’s exposure to interest rate and foreign currency risk, refer to note 19.

Obligations under interest-bearing loans and borrowings

2023

£’000

2022

£’000

Current liabilities

Bank loans 11,425 9,093

Supplier payment facility 6,279 87

Bank overdrafts 5,808 606

23,512 9,786

Non-current liabilities

Bank loans 115,069 90,907

Unamortised finance costs (429) (563)

114,640 90,344

138,152 100,130

On 22 December 2021, the Group completed a refinancing of its principal rolling credit facility (‘RCF’). The new facility was increased to £120m

in February 2023 and matures in December 2025 with one additional 12-month extension option.

The Group operates a supplier payment facility with HSBC, which has a limit of £11m. This facility is utilised in paying certain suppliers from

time to time and repaid in the short-term.

Analysis of cash and cash equivalents and other interest-bearing loans and borrowings:

1 May 2022

£’000

Cash flow

£’000

Exchange

movement

£’000

Non-cash

movement

£’000

30 April 2023

£’000

Cash and cash equivalents 27,704 2,705 187 – 30,596

Bank loans (99,437) (26,017) (313) (297) (126,064)

Supplier payments facility (87) 34,831 – (41,023) (6,279)

Total net debt (excluding IFRS 16) (71,820) 11,519 (126) (41,320) (101,747)

1 May 2021

£’000

Cash flow

£’000

Exchange

movement

£’000

Non-cash

movement

£’000

30 April 2022

£’000

Cash and cash equivalents 34,580 (7,017) 141 – 27,704

Bank loans (94,544) (4,240) 227 (880) (99,437)

Supplier payments facility (204) 15,683 – (15,566) (87)

Total net debt (excluding IFRS 16) (60,168) 4,426 368 (16,446) (71,820)

Non-cash movements within bank loans relate to the amortisation of fees incurred on arrangement of the facility, over the expected life of

the facility. Non-cash movements within the supplier payments facility relate to the utilisation of the facility to settle liabilities with suppliers,

with the supplier payments facility being settled with cash when the liability becomes due.

Net debt including lease liabilities in scope of IFRS 16 is £173.8m (2022: £149.6m).

Net debt is an APM and is defined in the glossary to the financial statements on pages 142 to 146.

DWF Group plc | Annual Report and Accounts 2023126

18 Provisions

Dilapidation

provision

£’000

Professional

indemnity

provision

£’000

Total

£’000

At 1 May 2022 4,462 6,000 10,462

Utilised in the year (213) (2,428) (2,641)

Released in the year (68) (414) (482)

Provisions made in the year 107 4,014 4,121

Acquired through business combinations 342 – 342

Reclassified to other payables – (1,132) (1,132)

At 30 April 2023 4,630 6,040 10,670

Current 858 6,040 6,898

Non-current 3,772 – 3,772

Professional indemnity provision

The provision for professional indemnity reflects the Group’s expected outflow for legal claims brought against the Group relating to historic

professional services rendered. A provision is only recognised where an outflow is probable. The probability is established by reference to

whether a claim is more likely than not to be successful. A professional indemnity liability for a claim that is agreed (i.e. the timing and amount

of payments are well understood) is recognised in accruals (see note 15). Claims are assessed as being settled in full within the next five years.

Separately, the Group recognises expected reimbursements from professional indemnity insurance when it is virtually certain that the

reimbursement will be received (note 13). No separate disclosure is made of the detail of such claims or proceedings, or the costs recovered

by insurance, as such detail would be seriously prejudicial to the position of the Group.

There are circumstances of which the Group is aware but there is insufficient information available to either estimate whether a claim will

develop or, where a claim appears possible, make an assessment of the outflow. Such circumstances are contingent liabilities of the Group.

Dilapidation provision

Dilapidation provisions are established for restoration and reinstatement costs for property leases, held at the date of the statement

of financial position. Such provisions are estimated at the start of the lease and updated annually. The Group’s current lease portfolio

terminates over the course of the next eleven years.

19 Financial instruments

The Directors have overall responsibility for the oversight of the Group’s risk management framework. Further explanation on management

of risk factors is provided in the risk section of the Strategic report.

The Group’s trading and financing activities expose it to various financial risks that if left unmanaged could adversely impact on current or future

earnings. These risks can be categorised as credit risk, liquidity risk, market risk (interest rate risk and foreign currency risk) and capital risk.

Credit risk

Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations,

and arises principally from the Group’s trade receivables. Credit checks are performed for new clients and ongoing monitoring takes place

for existing clients. A provision is carried for expected credit losses, see note 13.

In connection with the Group’s financial instruments there is not believed to be a material concentration risk based on the nature of

the instruments.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group maintains sufficient cash

or working capital facilities to meet the cash requirements of the Group in order to mitigate this risk.

The Group is financed through a combination of members’ capital (repayable on retirement of the member), undistributed profits, cash and

bank borrowing facilities.

The Group’s principal facility is a £120m (2022: £100m) RCF. Details of amounts drawn can be found in note 17. Management maintain a rolling

12-month cash flow and covenant forecasts to ensure visibility of short-term liquidity and manage facility usage, in addition to annual budgets

and longer-term planning. The RCF matures in 2025, with one 12-month extension option and there are no contracted repayments until that

date. The Group anticipates continued utilisation of the facility to fund working capital.

Note 1.3 sets out the financial covenants attached to the RCF held with the Group’s banking syndicate, and more information on how the

Group manages liquidity risk.

The Group has bank guarantees of £0.7m denominated in euros (2022: £0.7m). The Group has issued rental guarantees of £2.1m denominated

in Euros and Australian dollars (2022: £2.1m).

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 127

Consolidated notes to the financial statements continued

Year ended 30 April 2023

19 Financial instruments continued

Maturity analysis

The table below presents the outstanding contractual maturity profile by fiscal year for the Group’s interest-bearing loans and borrowings

and lease liabilities. Trade and other payables are excluded from this profile as they fall due within a year.

The majority of the Group’s borrowings comprise the drawn-down balance on the RCF, as discussed above. The payments shown below

reflect the contractual repayments upon expiry of the facility, excluding the extension options, so if the facility is extended these repayments

will be deferred.

Borrowings Lease liabilities

2023

£’000

2022

£’000

2023

£’000

2022

£’000

Payments

Year to 2023 – 9,180 – 16,030

Year to 2024 11,451 – 15,364 14,639

Year to 2025 – 90,907 14,212 13,056

Year to 2026 115,042 – 13,102 11,850

Year to 2027 – – 11,867 –

Later years – – 23,553 27,326

126,493 100,087 78,098 82,901

Effect of discounting cash flows – – (6,088) (5,162)

Carrying value 126,493 100,087 72,010 77,739

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income.

The Group’s exposure to market risk predominantly relates to interest and currency risk.

Interest rate risk

The Group’s bank borrowings incur both fixed and variable interest charges. The variable rates on its principal borrowing facilities are linked

to SONIA or EURIBOR plus a margin.

The Group’s principal facility exposure to variable interest rates poses a risk in both the cash flows and the impact on the income statement

with potential interest increases expected in FY24.

Foreign currency risk

The Group has overseas operations in Europe, the Middle East, Asia, Australia, and North America and is therefore exposed to changes in

the respective currencies in these territories. The Group maintains bank balances in local currency. Cash positions are monitored and any

imbalances are dealt with by purchasing currency at the spot rate.

Capital risk

The capital structure of the Group consists of net debt, as disclosed in note 17, and equity. The Group’s objectives when managing capital are

to safeguard the Group’s ability to continue as a going concern and to provide optimal returns for shareholders. The Group manages its capital

structure and makes adjustments to it, in light of changes to economic conditions and the strategic objectives of the Group.

Fair value measurement

Financial assets and liabilities are measured in accordance with the fair value hierarchy and assessed as Level 1, 2 or 3 based on the following

criteria:

• Level 1: fair value measurement based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: fair value measurements derived from inputs other than quoted prices that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices);

• Level 3: fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not based on

observable market data.

Investments, held at fair value through profit or loss, are a Level 3 financial asset. The remaining financial instruments are measured at

amortised cost. The carrying values of the Group’s financial assets and liabilities approximate their fair values.

The table below sets out the Group’s accounting classification of each category of financial assets and liabilities and their carrying values

at the end of the financial year.

Notes

2023

£’000

2022

£’000

Measured at amortised cost:

Trade and other receivables 13 220,983 179,279

Total financial assets 251,579 206,983

Measured at amortised cost:

Trade and other payables 15 58,360 61,311

Lease liabilities 16 72,010 77,739

Borrowings 17 132,773 100,087

Amounts due to members of partnerships in the Group 27 30,700 28,243

Total financial liabilities 293,843 267,380

DWF Group plc | Annual Report and Accounts 2023128

Financial instruments sensitivity analysis

The Group has exposure to interest rate and foreign exchange rate movements given the nature of its borrowings and operations.

At the end of the year, the effect of hypothetical changes in interest and currency rates are as follows.

Interest rate sensitivity

At 30 April 2023, based upon the amount of variable rate debt outstanding, the Group’s pre-tax profits would change by approximately

£1.1m for each one percentage point change in interest rates applicable to the variable rate debt and, after tax effect, equity would change

by approximately £0.9m.

Foreign exchange rate sensitivity

The Group transacts in a range of currencies, but is primarily exposed to changes in the Euro and US Dollar exchange rates.

A 20% (FY22: 20%) strengthening and weakening of the above currencies against Pound Sterling would have the following impacts on net assets

and profit shown below.

This calculation assumes that the change occurred at the statement of financial position date and had been applied to risk exposures existing

at that date. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same

basis for comparative periods.

Strengthening Year

Effect of change

in EUR rate

Effect of change

in USD rate

Impact on equity FY23 2,041 194

Impact on equity FY22 1,796 203

Impact on profit or loss FY23 (1,541) (31)

Impact on profit or loss FY22 (647) (207)

Weakening Year

Effect of change

in EUR rate

Effect of change

in USD rate

Impact on equity FY23 (1,361) (129)

Impact on equity FY22 (1,198) (135)

Impact on profit or loss FY23 1,027 1

Impact on profit or loss FY22 431 138

20 Deferred taxation

The deferred tax asset is as follows:

2023

£’000

2022

£’000

Assets

At 1 May 2022 3,938 4,649

Deferred tax debit recognised directly in equity (525) 438

Deferred tax (charge)/credit in the income statement for the year 894 (1,173)

Exchange rate translation 13 24

At 30 April 2023 4,320 3,938

Deferred tax assets of £4.3m have been recognised in respect of tax depreciation timing differences (£1.6m), expected tax deductions for

share-based payments (£2.5m) and other temporary differences (£0.2m). It is anticipated that the Group and certain related subsidiary

undertakings will make sufficient taxable profit to allow the benefit of the deferred tax asset to be utilised. A potential deferred tax asset of

£14.2m (2022: £11.7m) has not been recognised relating to tax losses in subsidiary undertakings that are not anticipated to make sufficient

taxable profit to allow the benefit of the deferred tax asset to be utilised.

The deferred tax liability as at 30 April 2023 is as follows:

2023

£’000

2022

£’000

Non-current liabilities

At 1 May 2022 5,869 7,584

Arising on acquisition intangibles 2,303 503

Deferred tax credit in the income statement for the year (985) (2,163)

Exchange rate translation 314 (55)

At 30 April 2023 7,501 5,869

The deferred tax liability principally relates to the recognition of acquired intangible assets arising on consolidation.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 129

Consolidated notes to the financial statements continued

Year ended 30 April 2023

21 Share capital

Number

of 1p each

Share capital

£’000

Share premium

£’000

Treasury shares

£’000

Total

£’000

At 1 May 2021 324,554,653 3,246 88,610 (129) 91,727

Shares issued on acquisition of Zing 365 Holdings Ltd 798,212 8 755 – 763

At 30 April 2022 325,352,865 3,254 89,365 (129) 92,490

Shares issues on transaction with Whitelaw Twining 16,626,713 166 2,575 – 2,741

At 30 April 2023 341,979,578 3,420 91,940 (129) 95,231

On 6 December 2022, 16,504,757 ordinary shares were issued as a result of the transaction with Whitelaw Twining Law Corporation. A further

121,956 ordinary shares were issued on 31 March 2023 in relation to the same transaction.

The Group has 11,309,876 (2022: 24,322,488) shares held in treasury.

22 Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium The amount subscribed for share capital in excess of the nominal value.

Treasury shares

The treasury shares reserve represents shares in DWF Group plc held by the Group's share trusts.

The trusts are consolidated in the Group's financial statements.

Merger reserve

The difference between the nominal value of shares acquired by the Company in the share-for-share

exchange with the former DWF LLP members and the nominal value of shares issued to acquire them.

Share-based payments reserve The cumulative share-based payment expense net of release of amounts in respect of option exercised.

Translation reserve Gains/losses in translating the net assets of overseas operations into GBP.

Accumulated losses All other net gains and losses and transactions with owners not recognised elsewhere.

23 Share-based payments

Share-based payment arrangements

The Group operates three share-based payment plans (2022: three plans), all of which are equity settled and consist only of share awards.

• The equity incentive plan (‘EIP’): This is used to incentivise and reward performance from primarily Directors, upper-level management

and members. Within the EIP are the following schemes: The EIP-IPO award, the career level 1-3 award, the long-term incentive plan (‘LTIP’)

and the promotion award.

• The buy-as-you-earn (‘BAYE’) plan: All employees, excluding members, are eligible for the BAYE plan which is used to incentivise retention and

reward contribution. Within the BAYE are the following schemes: The BAYE-IPO award, the free-share award and, the share incentive plan

matching award (‘SIP matching award’).

• The deferred bonus plan: This comprises the deferred bonus award scheme. This plan is used as an alternative to cash bonuses for eligible

employees and awards may be made following year-end results announcements.

The social security expenses in relation to share-based payment arrangements are based on the rates and treatment prevailing in each

jurisdiction. This is accounted for as a cash-settled award.

Details of Directors’ share awards are set out in the Directors’ Remuneration Report on page 70 to 88.

Charge to the income statement

The charge to the income statement is set out below:

2023

£’000

2022

£’000

Share plans:

Equity incentive plan 11,229 6,721

Buy-as-you-earn plan 174 871

Deferred bonus plan 236 109

11,639 7,701

Social security expenses 493 1,908

Total expense 12,132 9,609

Impact of share-based payments (‘SBP’) movement in 2023:

SBP expense

£’000

SBP reserve

£’000

Accumulated

losses

£’000

Prepayments

£’000

Other taxation

and social

security

£’000

Acquisition of Whitelaw Twining 1,310 (10,445) – (9,234) –

Share-based payment schemes 10,329 (10,329) – – –

Recycling of vested shares – 7,294 (7,294) – –

Social security expenses 493 – – – (493)

Total movement 12,132 (13,480) (7,294) (9,234) (493)

DWF Group plc | Annual Report and Accounts 2023130

Impact of share-based payments (‘SBP’) movement in 2022:

SBP expense

£’000

SBP reserve

£’000

Accumulated

losses

£’000

Prepayments

£’000

Other taxation

and social

security

£’000

Share-based payment schemes 7,701 (7,701) – – –

Recycling of vested shares – 9,074 (9,074) – –

Social security expenses 1,908 – – – (1,908)

Total movement 9,609 1,373 (9,074) – (1,908)

Prepaid share-based payments charge in the year relates to shares issued as part of the Whitelaw Twining acquisition that is treated as

remuneration rather than consideration. Refer to Note 9 for further detail.

Summary of share awards

The following table shows the movements in share awards across all plans for the year:

2023

Number of shares

’000

2022

Number of shares

’000

Number of shares awards outstanding 1 May 34,073 33,046

Awards granted during the year 26,849 12,331

Awards vested during the year (7,805) (8,598)

Awards lapsed during the year (6,026) (2,706)

Number of shares awards outstanding 30 April 47,091 34,073

The weighted average remaining contractual life at the end of the period is 1.3 years (2022: 1.8 years).

The exercise price of all share awards is nil. The weighted average share price at the vesting date for all awards vested during the year was

£0.86 (2022: £1.07).

Details of the Group’s share awards are as follows:

Share awards under the DWF Group plc 2019 EIP – IPO award

At IPO, conditional and restricted share awards were granted to a limited number of the senior management team.

The awards are subject to a service condition and have an entitlement to receive dividend equivalents. A portion of the awards were previously

subject to performance targets, but these have subsequently been removed.

Share awards under the DWF Group PLC EIP – Career level 1-3 award

This scheme is to incentivise senior employees for performance and exceptional contributions to the Group, on promotion or as a lateral

or senior hire to the Group. Additionally, as part of the RCD acquisition, shares are ring-fenced for future grant to employees of the acquired

business which fall under this award.

All of the awards under this scheme are subject to service conditions and a portion of the awards are also subject to performance targets.

There is an entitlement to receive dividend equivalents on the awards.

Share awards under the DWF Group PLC EIP – Long-Term Incentive Plan

The Group incentivises its Executive Board with long-term rewards based on challenging performance targets.

The awards under this scheme are also subject to service conditions. There is no dividend or dividend equivalent entitlement until such time

as they vest and after a holding period.

Share awards under the DWF Group PLC EIP – Promotion award

The Group may incentivise its employees on promotion with a share award from this scheme.

All of the awards under this scheme are subject to service conditions. A portion of the awards were previously subject to performance targets,

but these have subsequently been removed. There is an entitlement to receive dividend equivalents on the awards.

Share awards under the DWF Group plc BAYE – IPO award

At IPO, awards were granted to eligible employees.

The awards under this scheme were subject to service conditions. There was no entitlement to receive dividends or dividend equivalents

on the awards until such time as they vested.

Share awards under the DWF Group plc BAYE – Free-share award

The Group incentivises its employees for exceptional contributions from this scheme.

The awards under this scheme are subject to service conditions. There is no entitlement to receive dividends or dividend equivalents until

such time as they vest.

Share awards under the DWF Group plc BAYE – Plan matching award (‘BAYE matching shares award’)

The Group offers its employees in the UK, Spain and the US the opportunity to actively buy shares in DWF Group plc and become an investor

in the business. The Group will match a certain number of awards, subject to service conditions.

There is no entitlement to receive dividends or dividend equivalents until such time as they vest.

Share awards under the DWF Group plc – Deferred bonus plan

The Group may make awards under this scheme to eligible employees as part of the bonus plan.

The awards under this scheme are subject to service conditions. There is no entitlement to receive dividends or dividend equivalents until

such time as they vest.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 131

23 Share-based payments continued

Share awards granted

The Black Scholes method was used to value all share awards granted during the year. The following table outlines the inputs and

assumptions used:

2023 2022

EIP BAYE Deferred bonus EIP BAYE Deferred bonns

Weighted average fair value at

measurement date 0.75 0.65 0.78 1.14 1.10 0.95

Weighted average share price at grant date 0.84 0.65 0.93 1.19 1.20 1.17

Expected volatility 38.55% 35.14% 43.21% 42.96% 43.46% 43.52%

Expected life (years) 1.71 1.96 2.92 2.87 1.37 2.87

Expected dividend yield 6.85% 7.60% 7.67% 1.33% 5.72% 6.57%

Risk free interest rate 2.99% 4.00% 2.03% 0.50% 0.51% 0.18%

Estimate of attrition 16.98% 25.18% 27.94% 21.60% 9.42% 20.46%

Estimate of performance conditions being met 88.47% N/A N/A 85.70% N/A N/A

The expectations and estimates used represent the average across the tranches granted. Expected volatility was determined by reference

to the period for which the share price history is available. The expected life used is the vested date of the award.

24 Key management personnel

Compensation paid to key management personnel

2023

£’000

2022

£’000

Remuneration of the PLC Board

Short-term employee benefits 1,899 2,717

Post-employment benefits 101 92

Share-based payments 555 640

2,555 3,449

Key management personnel comprise the PLC Board of Directors. The amount paid to the highest paid member of key management

was £0.8m (2022: £0.8m). Further information can be found in the Directors’ Remuneration Report on page 70 to 88.

Related parties

Zeus Capital Limited was a related party of the Group by virtue of Sir Nigel Knowles being Chairman of Zeus Capital Limited. Total sales by the

Group to Zeus Capital in the period were £5,000 (PY: £255,000) relating to the provision of legal services. Zeus Capital Limited also act as broker

to the Group, and fees payable to Zeus Capital Limited in the period was £50,000 (PY: £43,750). No amounts were payable or outstanding at the

year end or at the prior year end.

Onedome Limited is also a related party of the Group by virtue of Sir Nigel Knowles being a director of the company. Total sales to

Onedome Limited in the period were £78,000 (PY: £nil) relating to the provision of legal services. An amount of £94,000 was outstanding

from Onedome Limited as at the year end (PY: £nil).

Cannaray Limited is a related party of the Group by virtue of Sir Nigel Knowles being a director of the company. Total sales by the Group to

Cannaray Limited in the period were £11,000 (PY: £30,000) relating to the provision of legal services. An amount of £13,000 was outstanding

from Cannaray Limited as at the year end (PY: £nil).

25 Employee information and their pay and benefits

The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category, and the

aggregate payroll costs of these persons were as follows:

2023

No.

2022

No.

Legal advisors 2,542 2,426

Support staff 1,296 1,222

3,838 3,648

£’000 £’000

Wages and salaries 217,504 199,828

Social security costs 13,390 11,694

Contributions to defined contribution plans 7,843 6,698

238,737 218,220

The Group operates defined contribution pension plans. The total annual pension cost for the defined contribution plan was £7.8m (2022: £6.7m)

and the outstanding balance at 30 April 2023 was £1.3m (30 April 2022: £0.9m).

Consolidated notes to the financial statements continued

Year ended 30 April 2023

DWF Group plc | Annual Report and Accounts 2023132

26 Cash generated from operations

a) Cash generated from operations before adjusting items

2023

£’000

2022

£’000

Cash flows from operating activities

Profit before tax 17,169 22,316

Adjustments for: –

Amortisation of acquired intangible assets 3,929 4,655

Impairment of intangible assets 1,494 –

Impairment of tangible and right of use assets 362 –

Accelerated depreciation/amortisation 6,452 3,593

Depreciation of right-of-use asset 12,365 12,737

Other depreciation and amortisation 6,830 7,211

Non-underlying items 6,248 1,224

Gain on bargain purchase (4,459) –

Share-based payments expense 12,132 9,609

Interest expense on lease liabilities 1,739 1,673

Net finance expense 5,310 3,518

Operating cash flows before movements in working capital 69,571 66,536

Increase in trade and other receivables (24,775) (8,031)

(Decrease) in trade and other payables (79) (17,641)

(Decrease)/increase in provisions (1,309) 4,798

Decrease in amounts due to members of partnerships in the Group (479) (4,039)

Cash generated in operations before adjusting items 42,929 41,623

b) Free cash flows

Free cash flows is an APM and is defined in the glossary to the financial statements on pages 142 to 146.

2023

£’000

2022

£’000

Free cash flows

Operating cash flows before movements in working capital 69,571 66,536

Net working capital movement (26,163) (20,874)

Amounts due to members of partnerships in the Group (479) (4,039)

Cash generated from operations before adjusting items 42,929 41,623

Net interest paid (5,511) (4,596)

Tax paid (3,713) (2,854)

Repayment of lease liabilities (14,447) (13,396)

Purchase of property, plant and equipment (2,874) (3,581)

Purchase of other intangible assets (3,452) (4,300)

Free cash flows 12,932 12,896

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 133

26 Cash generated from operations continued

c) Working capital measures

2023

£’000

2022

£’000

WIP days

Amounts recoverable from clients in respect of unbilled revenue 92,890 71,958

Unbilled disbursements 11,232 7,982

Total WIP 104,122 79,940

Annualised net revenue 396,757 350,490

WIP days 96 83

Debtor days

Trade receivables (net of allowance for doubtful receivables) 104,593 88,949

Other receivables 4,368 3,154

Total debtors 108,961 92,103

Annualised net revenue 396,757 350,490

Debtor days 100 96

Total lock-up days

Total WIP 104,122 79,940

Total debtors 108,961 92,103

Total lock-up 213,083 172,043

Annualised net revenue 396,757 350,490

Total lock-up days 196 179

Annualised net revenue, an APM as defined in the glossary, reflects the total net revenue for the previous 12-month period inclusive of pro-forma

adjustments for acquisitions.

Lock-up days is an APM and is defined in the glossary to the financial statements on pages 142 to 146.

The Group also measures lock-up as above but excluding other receivables as this more closely aligns with lock-up measurement of other

businesses in the legal sector and also as other receivables do not represent sales outstanding. Excluding other receivables, lock-up days

are 192 days (2022: 176 days).

27 Amounts due to members of partnerships in the Group

Amounts due to members of partnerships in the Group comprise members’ capital and other amounts due to members classified as liabilities

as follows:

Members’

capital

£’000

Other amounts

due to members

£’000

Total amounts due

to members of

partnerships in the Group

£’000

At 1 May 2022 14,370 13,873 28,243

Members’ remuneration charged as an expense – 44,829 44,829

Unrealised foreign exchange translation differences 54 452 506

Capital introduced by members 7,237 – 7,237

Repayments of capital (4,807) – (4,807)

Drawings – (45,308) (45,308)

At 30 April 2023 16,854 13,846 30,700

Members’

capital

£’000

Other amounts

due to members

£’000

Total amounts due

to members of

partnerships in the Group

£’000

At 1 May 2021 13,348 18,144 31,492

Members’ remuneration charged as an expense – 43,670 43,670

Unrealised foreign exchange translation differences (38) (80) (118)

Capital introduced by members 2,132 – 2,132

Repayments of capital (1,072) – (1,072)

Drawings – (47,861) (47,861)

At 30 April 2022 14,370 13,873 28,243

The average number of members during the year was as follows:

2023 2022

Average number of members of partnerships held by the Group during the year 385 366

28 Events after the reporting date

On 21 July 2023, the Board unanimously announced the recommendation of an all cash offer for DWF Group Plc from Aquila Bidco Limited,

a newly incorporated wholly-owned subsidiary of funds advised by Inflexion. It is not possible to estimate the financial effect on the Company

as a result of this change in ultimate parent ownership.

Consolidated notes to the financial statements continued

Year ended 30 April 2023

DWF Group plc | Annual Report and Accounts 2023134

Notes

2023

£’000

2022

£’000

Non-current assets

Investments 2 270,579 255,955

Total non-current assets 270,579 255,955

Current assets

Trade and other receivables 3 205,901 163,515

Cash at bank and in hand 208 445

Total current assets 206,109 163,960

Total assets 476,688 419,915

Current liabilities – –

Trade and other payables 4 30,568 17,461

Total current liabilities 30,568 17,461

Non-current liabilities - -

Interest-bearing loans and borrowings 5 114,613 90,344

Total non-current liabilities 114,613 90,344

Total liabilities 145,181 107,805

Net assets 331,507 312,110

Equity – –

Share capital 6 3,420 3,254

Share premium 6 91,940 89,365

Share-based payments reserve 24,992 11,512

Retained earnings 211,155 207,979

Total equity 331,507 312,110

Under section s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own income statement. The profit

for the year to 30 April 2023 was £11.0m (FY22: loss of £2.5m).

These financial statements of DWF Group plc (registered number: 11561594) were approved by the Board on 24 August 2023.

Notes 1 to 7 are an integral part of these financial statements.

Sir N Knowles

Group Chief Executive Officer

C J Stefani

Group Chief Financial Officer

Company statement of financial position

As at 30 April 2023

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 135

capital

£’000

premium

£’000

Share-based

payments

reserve

£’000

Retained

earnings

£’000

Total

equity

£’000

1 May 2022 3,254 89,365 11,512 207,979 312,110

Profit for the year – – – 10,995 10,995

Total comprehensive income – – – 10,995 10,995

Shares issued 166 2,575 – – 2,741

Dividends paid – – – (15,113) (15,113)

Recycling of share-based payments (note 23) – – (7,294) 7,294 –

Share-based payments – – 20,774 – 20,774

At 30 April 2023 3,420 91,940 24,992 211,155 331,507

capital

£’000

premium

£’000

Share- based

payments

reserve

£’000

Retained

earnings

£’000

Total

equity

£’000

1 May 2021 3,246 88,610 12,885 214,914 319,655

Loss for the year – – – (2,472) (2,472)

Total comprehensive income – – – (2,472) (2,472)

Shares issued 8 755 – – 763

Dividends paid – – – (13,537) (13,537)

Share-based payments – – (1,373) 9,074 7,701

At 30 April 2022 3,254 89,365 11,512 207,979 312,110

Further information on dividends paid is included in note 7 of the Group financial statements.

Notes 1 to 7 are an integral part of these financial statements.

Company statement of changes in equity

Year ended 30 April 2023

DWF Group plc | Annual Report and Accounts 2023136

Company notes to the financial statements

Year ended 30 April 2023

1 Accounting policies

General information and basis of accounting

DWF Group plc (the ‘Company’), is a public limited company, domiciled in the United Kingdom under the Companies Act 2006, and registered

inEngland. The registered office is 20 Fenchurch Street, London, EC3M 3AG.

The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the FRC.

Accordingly, these financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’

(‘FRS 101’). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of

International Accounting Standards as adopted by the UK (‘IFRS’), but makes amendments where necessary in order to comply with the

Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

The functional currency of the Company is British Pounds Sterling because that is the currency of the primary economic environment in which

the Company operates. The Company financial statements are presented in Pounds Sterling.

In the preparation of these financial statements, DWF Group plc has applied the following exemptions from the requirements of IFRS available

under FRS 101:

• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’ (details of the number and weighted average exercise prices of share

options, and how the fair value of goods or services received was determined);

• IFRS 7, ‘Financial Instruments: Disclosures’;

• Paragraphs 91 to 99 of IFRS 13, ‘Fair Value Measurement’ (disclosure of valuation techniques and inputs used for fair value measurement

ofassets and liabilities);

• Paragraph 38 of IAS 1, ‘Presentation of Financial Statements’ – comparative information requirements in respect of paragraph 79(a)(iv) ofIAS 1;

• The following paragraphs of IAS 1, ‘Presentation of Financial Statements’:

– 10(d) (statement of cash flows)

– 16 (statement of compliance with all IFRS)

– 38A (requirement for minimum of two primary statements, including cash flow statements)

– 38B-D (additional comparative information)

– 111 (statement of cash flows information)

– 134-136 (capital management disclosures)

• IAS 7, ‘Statement of Cash Flows’;

• Paragraphs 30 and 31 of IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (requirement for the disclosure of information

when an entity has not applied a new IFRS that has been issued but is not yet effective);

• Paragraph 17 of IAS 24, ‘Related Party Disclosures’ (key management compensation);

• The requirements in IAS 24, ‘Related Party Disclosures’, to disclose related party transactions entered into between two or more members

ofa group provided that any subsidiary which is a party to the transaction is wholly owned by such member;

• The requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67

ofIFRS 3 ‘Business Combinations’, given that equivalent disclosures are included in the consolidated financial statements of the group

inwhich the entity is consolidated;

• Paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36, ‘Impairment of Assets’.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the Company

financial statements. The accounting policies in note 1 of the consolidated notes to the financial statements of DWF Group plc also apply

totheParent Company.

1.1 Investments in subsidiaries

Investments in subsidiaries are stated at cost less provision for any impairment in value.

1.2 Amounts due from/to subsidiary undertakings

Amounts due from subsidiary undertakings are non-derivative financial assets and are recognised initially at fair value. Subsequent to

initialrecognition they are measured at amortised cost using the effective interest method less any allowance for expected credit losses.

Amounts due to subsidiary undertakings are non-derivative financial liabilities and are recognised initially at fair value. Subsequent to

initialrecognition they are measured at amortised cost using the effective interest method and due to their short-term nature, they are

notdiscounted.

1.3 Accounting estimates and judgements

The preparation of the financial statements under IFRS requires management to make judgements, estimates and assumptions which affect

the financial information. The estimates and associated assumptions are based on historical experience and other factors that are considered

to be relevant and are reviewed on an ongoing basis. There are not considered to be any critical judgements or key estimates applicable to

these financial statements.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 137

Company notes to the financial statements continued

Year ended 30 April 2023

2 Investments

2023

£’000

Restated

(note 1.4)

2022

£’000

Investments

At 1 May 255,955 247,281

Additions 15,781 8,674

Disposals (1,157) 8,674

At 30 April 270,579 255,955

Additions in the year ended 30 April 2023 relate to, inter alia, the Whitelaw acquisition and the push down of the share-based payment

expenseto entities that the employees provide services to. Further details of the Group’s share-based payment schemes are included

innote23 of the Group financial statements.

The Group has investments in the following undertakings:

Registered

address

Principal place

ofbusiness

Nature

of business

Proportion

ofownership

Subsidiaries

Direct

DWF Holdings Limited

i UK Investment holding 100%

DWF Group (US) LLC xxii USA Investment holding 100%

DWF Connected Services Investments Limited

c,d

xxiv UK Connected services 100%

1371969 B.C. Ltd xxv Canada Investment holding 100%

1371970 B.C. Ltd xxv Canada Investment holding 100%

DWF Arabia Headquarter (SPC) xxvi Saudi Arabia Legal services 100%

DWF Arabia Business Services LLC (SPC) xxvi Saudi Arabia Connected services 100%

Indirect

DWF (TG) Limited

i UK Investment holding Note 1

DWF LLP i UK Legal services Note 2

DWF Law LLP i UK Legal services Note 1

DWF (Northern Ireland) LLP

ii UK Legal services Note 2

Vueity Limited i UK Dormant Note 1

DWF Costs Limited

i UK Connected services Note 1

DWF Claims Limited

i UK Connected services Note 1

DWF Advocacy Limited

i UK Connected services Note 1

DWF Forensic Limited

i UK Connected services Note 1

DWF Ventures Limited

i UK Connected services Note 1

DWF Adjusting Limited

i UK Connected services Note 1

DWF Resource Limited

i UK Connected services Note 1

DWF Connected Services Holdings Limited

i UK Connected services Note 1

DWF Company Secretarial Services Limited

i UK Connected services Note 2

Greyfern Law Limited

i UK Connected services Note 2

Davies Wallis Foyster Limited i UK Non-trading Note 2

Davies Wallis (unlimited)

i UK Dormant Note 2

DWF Solicitors Limited

i UK Dormant Note 2

DWF (Trustee) Limited

i UK Dormant Note 2

DWF Nominees Limited

i UK Dormant Note 2

Resolution Law Limited

i UK Dormant Note 1

DWF Middle East Group LLP

i UK Dormant Note 1

DWF (Nominees) 2013 Limited

i UK Dormant Note 2

Harborne Road Nominees Limited

i UK Dormant Note 2

DWF Connected Services Limited

i UK Dormant Note 2

DWF Connected Services Group Limited

i UK Non-trading Note 1

NewCo 4736 Limited

i UK Non-trading Note 1

Bailford Trustees Limited

iii UK Dormant Note 2

DWF Trustees (Scotland) Limited

iii UK Dormant Note 2

DWF Directors (Scotland) Limited

iii UK Dormant Note 2

DWF Secretarial Services (Scotland) Limited

iii UK Dormant Note 2

DWF Pension Trustees Limited iv UK Dormant Note 2

DWF 360 Limited i UK Software provider Note 1

EBT v UK Trustees Note 9

DWF Group plc | Annual Report and Accounts 2023138

Registered

address

Principal place

ofbusiness

Nature

of business

Proportion

ofownership

RST v UK Trustees Note 9

DWF (France) AARPI

vi France Law services Note 2

DWF Claims (France) SAS vi France Connected services Note 1

DWF Holding GbR vii Germany Investment holding Note 2

DWF Germany RmbH vii Germany Law services Note 2

DWF LLP Studio Legale Associato ix Italy Law services Note 2

DWF Claims (Italy) S.r.L.

ix Italy Connected services Note 1

DWF (Ireland) LLP viii ROI Law services Note 2

DWF Claims (Ireland) Limited viii ROI Connected services Note 1

DWF Poland Holdings Sp. z o.o. xvi Poland Investment holding Note 1

DWF Poland Jamka sp.k

xvi Poland Law services Note 1

DWF Spain S.L.P. xx Spain Investment holding Note 1

Rousaud Costas Duran S.L.P.U. xix Spain Law services Note 1

Rousaud Costas Duran Abogados S.L.P.U. xx Spain Law services Note 1

Rousaud Costas Duran Concursal S.L.P. xxi Spain Law services Note 1

Rousaud Costas Duran Valencia S.L.P.U. xx Spain Law services Note 1

RCD Tax & Legal Advisors S.L.P.U. xx Spain Law services Note 1

Gestart Assessors S.L.U. xx Spain Law services Note 1

Gestart Asesoramiento Empresarial S.L.U. xix Spain Law services Note 1

DWF Law Australia Pty Limited x Australia Law services Note 1

DWF Australia Holdings Pty Limited x Australia Law services Note 1

DWF Claims (Australia) Pty Limited xi Australia Connected services Note 1

DWF Adjusting (Australia) Pty Limited xi Australia Connected services Note 1

DWF Connected Services Australia Pty Limited x Australia Dormant Note 1

DWF Claims (Canada) Limited xii Canada Connected services Note 1

DWF Adjusting (Canada) Limited xii Canada Connected services Note 1

DWF Compliance (Singapore) Pte Limited xiii Singapore Connected services Note 1

DWF (Middle East) LLP xiv UAE Law services Note 1

Mindcrest Inc. xvii USA Law services Note 5

Mindcrest (India) Private Limited xvii India Law services Note 5

Mindcrest UK Limited

i UK Law services Note 5

DWF Claims (USA) LLC xv USA Connected services Note 1

Moat Pensions Limited

iii UK Connected services Note 2

DWF MGA (USA) LLC xv USA Connected services Note 1

Zing 365 Holdings Limited

i UK Connected services 100%

Zing Associates Limited

i UK Connected services Note 3

Zing 365 Limited

i UK Connected services Note 3

Marlborough Training and Consultancy Limited

i UK Connected services Note 3

Try Solutions Limited

i UK Connected services Note 3

BCA Claims & Consulting Limited xxiii Canada Connected services Note 4

DWF (Hong Kong) LLP i UK Dormant Note 2

Whitelaw Twining Law Corporation xxv Canada Legal services Note 6

TWK Management Limited xxv Canada Legal services Note 7

Acuhold Limited i UK Investment Holding Note 4

Acumension Limited i UK Connected services Note 4

DWF CMA (Hong Kong) Limited xxvii Hong Kong Connected Services Note 4

DWF Audit (USA) Inc. xxvi USA Connected Services Note 4

Whitelaw Twining LLP xxviii Canada Legal services Note 2

WT BCA LLP xxv Canada Legal services Note 8

Whitelaw Twining (Ontario) LLP xii Canada Legal services Note 2

DWF – RCD Andalucía S.L.P. xxix Spain Connected services Note 1

a Subsidiary undertakings have been excluded from the consolidation on the basis of immateriality.

b The statutory year end in the period being reported is 31 December.

c Entities have claimed audit exemption for the year to 30 April 2023 under section 479A of the Companies Act 2006.

d Investments have been made during the year to 30 April 2023.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 139

Company notes to the financial statements continued

Year ended 30 April 2023

2 Investments continued

Note 1 DWF Group plc indirectly controls these entities through its subsidiary, DWF Holdings Limited.

Note 2 DWF Group plc indirectly controls these entities by virtue of Governance Agreements and Intra-Group Agreements between

theCompany, DWF Law LLP, DWF LLP and other related subsidiary undertakings.

Note 3 DWF Group plc indirectly controls these entities through its subsidiary, Zing 365 Holdings Limited.

Note 4 DWF Group plc indirectly controls these entities through its subsidiary, DWF Connected Services Investments Limited.

Note 5 DWF Group plc indirectly controls these entities through its subsidiary, DWF Group (US) LLC.

Note 6 DWF Group plc indirectly controls these entities through its subsidiary, 1371970 B.C. Ltd.

Note 7 DWF Group plc indirectly controls these entities through its subsidiary, 1371969 B.C. Ltd.

Note 8 DWF Group plc indirectly controls these entities through its subsidiary, DWF Adjusting (Canada) Limited.

Note 9 These trusts are consolidated as if they were subsidiaries of the Group.

(i) 1 Scott Place, 2 Hardman Street, Manchester, United Kingdom, M3 3AA

(ii) 42 Queen Street, Belfast, BT1 6HL

(iii) 103 Waterloo Street, Glasgow G2 7BW

(iv) 5 St. Paul’s Square, Old Hall Street, Liverpool, L3 9AE

(v) 26 New Street, St. Helier, JE2 3RA, Jersey

(vi) 137-139 rue de l’Université, 75007 Paris, France

(vii) Habsburgerring 2, Westgate, 50674 Cologne, Germany

(viii) The Lennox, 50 Richmond Street South, Saint Kevin’s, Dublin 2, D02 FK02 Ireland

(ix) Via dei Bossi 6, Milano, Italy

(x) Level 36, 123 Eagle Street, Brisbane, QLD 4000, Australia

(xi) Suite 1002 Currency Place, 23 Hunter Street, Sydney 2000, NSW

(xii) 111 Queen Street East, Suite 450, Toronto, Ontario, M5C 1S2, Canada

(xiii) 9 Raffles Place, #58-0 Republic Plaza, Singapore, 048619

(xiv) P.O. Box 507104, Office 902, Tower 2, Al Fattan Currency House, DIFC, Dubai

(xv) 740 Waukegan Road, Deerfield, Chicago, Illinois, 60015, USA

(xvi) plac Stanisława Małachowskiego 2, 00-066 Warsaw

(xvii) 425 S. Financial Place, Suite 1100, Chicago, IL 60605

(xviii) 603/604 Block D, Weikfield IT-Citi Info Park, Nagar Rd, Vadgaon Sheri, Pune, 411014, India

(xix) Calle Serrano, 116, 28006 Madrid, Spain

(xx) Calle Escoles Pies, 102, 08017 Barcelona, Spain

(xxi) Gran Via Marquez del Turia n 55 Puerta 8, 46005, Valencia, Spain

(xxii) 251 Little Falls Drive, Wilmington, Delaware 19808, US

(xxiii) 605-1185 West Georgia St., Vancouver, BC, V6E 4E6

(xxiv) 20 Fenchurch Street, London, England, EC3M 3AG

(xxv) 2400-200 Granville St. Vancouver, BC V6C 1S4

(xxvi) Suite 4, Zone A, Building 7, Riyadh, 11683, Saudi Arabia

(xxvii) Suite 3708, 37/F Tower Two Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong

(xxiii) 810-150 9th Avenue SW, Calgary, Alberta T2P 3H9, Canada

(xxix) Calle San Fernando 7, Sevilla 41, Sevilla, Spain

3 Trade and other receivables

2023

£’000

2022

£’000

Amounts due from subsidiary undertakings 196,465 163,154

Other receivables 34 –

Prepayments 9,402 361

205,901 163,515

Amounts due from all subsidiaries are interest free, unsecured and repayable on demand. Prepayments of £9.4m include £9.2m of prepaid

remuneration in relation to the acquisition of Whitelaw Twining. (See note 9 of the Group financial statements).

DWF Group plc | Annual Report and Accounts 2023140

4 Trade and other payables

2023

£’000

2022

£’000

Trade payables – 111

Other taxation and social security 1,883 2,025

Accruals 2,815 1,578

Amounts due to subsidiary undertakings 25,870 13,747

30,568 17,461

Amounts due to subsidiary undertakings are interest free and repayable on demand.

5 Interest-bearing loans and borrowings

This note provides information about the Company’s interest-bearing loans and borrowings, which are measured at amortised cost.

Furtherdetails on the Company’s revolving credit facility (‘RCF’) can be found in the consolidated financial statements note 17.

Obligations under interest-bearing loans and borrowings

2023

£’000

2022

£’000

Non-current liabilities

Bank loans 115,042 90,907

Unamortised finance costs (429) (563)

114,613 90,344

6 Share capital

Number

of 1p each

Ordinary shares

£’000

Share premium

£’000

Total

£’000

At 1 May 2021 324,554,653 3,246 88,610 91,856

Shares issued on acquisition of Zing 365 Holdings Ltd 798,212 8 755 763

At 30 April 2022 325,352,865 3,254 89,365 92,619

Shares issued on transaction with Whitelaw Twining 16,626,713 166 2,575 2,741

At 30 April 2023 341,979,578 3,420 91,940 95,360

On 6 December 2022, 16,504,757 ordinary shares were issued as a result of the transaction with Whitelaw Twining Law Corporation.

Afurther121,956 ordinary shares were issued on 31 March 2023 in relation to the same transaction

7 Employee information and Directors’ remuneration

Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 70 to 88.

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 141

Appendix

Reconciliation to new global operating structure – year ended 30 April 2023

The following reconciliation shows how the current year’s revenue, net revenue and gross profit would be presented under the new

operatingstructure:

As reported for

the year ended

30 April 2023

£’000

Impact of

restructure

£’000

As reported

under new global

operating

structure

effective

1 May 2023

£’000

Net revenue

Legal Advisory 316,577 (316,577) –

Connected Services 40,653 (40,653) –

Commercial Services – 203,118 203,118

Insurance Services – 162,930 162,930

Mindcrest 22,906 (22,906) –

Legal Operations – 14,088 14,088

Net revenue 380,136 – 380,136

Direct cost

Legal Advisory (153,959) 153,959 –

Connected Services (22,749) 22,749 –

Commercial Services – (98,343) (98,343)

Insurance Services – (83,842) (83,842)

Mindcrest (11,687) 11,687 –

Legal Operations – (6,210) (6,210)

Direct cost (188,395) – (188,395)

Gross profit

Legal Advisory 162,618 (162,618) –

Connected Services 17,904 (17,904) –

Commercial Services – 104,775 104,775

Insurance Services – 79,088 79,088

Mindcrest 11,219 (11,219) –

Legal Operations – 7,878 7,878

Gross profit 191,741 – 191,741

Glossary

Alternative Performance Measures (‘APMs’)

In accordance with the Guidelines on APMs issued by the European Securities and Markets Authority (‘ESMA’), additional information is

provided on the APMs used by the Group below. In the reporting of financial information, the Group uses certain measures that are not

required under IFRS.

These additional measures (commonly referred to as APMs) provide the Group’s stakeholders with additional information on the performance

of the business. These measures are consistent with those used internally, and are considered insightful to understanding the financial

performance of the Group. The Group’s APMs provide an important measure of how the Group is performing by providing a meaningful

comparison of how the business is managed and measured on a day-to-day basis and achieves consistency and comparability between

reporting periods.

These APMs may not be directly comparable with similar measures reported by other companies and they are not intended to be a substitute

for, or superior to, IFRS measures. All Income Statement measures are provided for continuing operations unless otherwise stated.

APM

Net revenue

Closest equivalent statutory measure

Revenue

Definition and purpose

Revenue less recoverable expenses

Recoverable expenses do not attract a profit margin and can vary significantly month-to-month such that they may distort the link between

revenue and the performance of the Group. Net revenue is widely reported in the legal sector as the key measure reflecting underlying

trading, and allows greater comparability with other legal businesses.

Unaudited information

DWF Group plc | Annual Report and Accounts 2023142

Reconciliation

2023

£’000

2022

£’000

Revenue 451,641 416,052

Recoverable expenses (71,505) (65,810)

Net revenue 380,136 350,242

APM

Adjusting items

Closest equivalent statutory measure

None

Definition and purpose

Those items which the Group excludes from its statutory metrics to arrive at adjusted profit or cash flow metrics in order to present further

measures of the Group’s performance.

These include items which are significant in size or by nature are non-trading or non-recurring. This provides a comparison of how the

business ismanaged and measured on a day-to-day basis and provides consistency and comparability between reporting periods, as well as

allows ourresults to be compared more fairly with other similar businesses.

Share-based payment charges within adjusting items relate to shares allocated from the pre-funded employee benefit trust, which are not

dilutive to shareholders.

Reconciliation

See note 2

APM

Adjusted earnings before interest, tax, depreciation and amortisation (‘adjusted EBITDA’)

Closest equivalent statutory measure

Operating profit

Definition and purpose

Operating profit adjusted for adjusting items, as detailed in note 2, and adding back depreciation and amortisation.

Adjusted EBITDA is useful as a measure of comparative operating performance between both previous periods, and other companies as

itisreflective of adjustments for adjusting items and other factors that affect operating performance. Adjusted EBITDA removes the affect of

depreciation and amortisation, and adjusting items as described above, as well as items relating to capital structure (finance costs and income)

and items outside the control of management.

Reconciliation

2023

£’000

2022

£’000

Operating profit 24,218 27,653

Depreciation of right-of-use assets 12,365 12,737

Other depreciation and amortisation 6,830 7,211

Total of adjusting items 26,158 19,081

Adjusted EBITDA 69,571 66,682

APM

Adjusted profit before tax (‘adjusted PBT’)

Closest equivalent statutory measure

Profit before tax

Definition and purpose

Profit before tax and after reflecting the impact of adjusting items.

Adjusted PBT is useful as a measure of comparative operating performance between both previous periods, and other companies as it is

reflective of adjustments for non-underlying items, amortisation of acquired intangibles, share based payments expense, impairment/

impairment reversal and other factors that affect operating performance. Adjusted PBT is used to provide a useful and consistent measure

ofthe ongoing performance of the Group. Adjusted measures are reconciled to statutory measures in note 2.

Reconciliation

2023

£’000

2022

£’000

Profit before tax 17,169 22,316

Total of adjusting items (note 2) 26,158 19,081

Adjusted profit before tax 43,327 41,397

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 143

Unaudited information continued

Glossary continued

APM

Cost to income ratio

Closest equivalent statutory measure

Not applicable

Definition and purpose

Adjusted administrative expenses and impairment as detailed in note 2, divided by net revenue as defined above

After adjusting for significant items that are one-off in nature, the cost to income ratio is an essential metric in assessing the levels of underlying

operational gearing in the Group. The Group uses the cost to income ratio to measure the efficiency of its activities. A decrease in cost to

income ratio indicates an improvement to efficiency, and likewise an increase indicates a decline. Management note that the usefulness of the

cost to income ratio is inherently limited by the fact that it is a ratio and thus does not provide information on the absolute amount of operating

revenue and expenses.

Reconciliation

2023

£’000

2022

£’000

Net revenue 380,136 350,242

Adjusted administrative expenses and impairment (note 2) 141,365 134,322

Cost to income ratio 37.2% 38.4%

APM

Adjusted administrative expenses

Closest equivalent statutory measure

Administrative expenses and impairment

Definition and purpose

Adjusted administrative expenses are defined as administrative expenses plus impairment less adjusting items (as defined above).

Adjusted administrative expenses provide a useful and consistent measure of the ongoing administrative expenses of the Group. In particular,

the adjusted administrative expenses are utilised within the Group’s definition of ‘Cost to income ratio’ which is also defined above.

Reconciliation

See note 2

APM

Net debt (excluding IFRS 16)

Closest equivalent statutory measure

Cash and cash equivalents less borrowings

Definition and purpose

Net debt comprises cash and cash equivalents less interest-bearing loans and borrowings (including the supplier payments facility).

Net debt is one measure that can be used to indicate the strength of the Group’s statement of financial position and can be a useful

measureof the indebtedness of the Group. This metric excludes the Group’s lease liabilities under IFRS 16 in order to provide consistency

withhow theGroup manages and reports its indebtedness and also providing consistency with the definition of Net debt under the Group’s

principal banking agreement.

Reconciliation

See note 17

APM

Lock-up days

Closest equivalent statutory measure

Not applicable

Definition and purpose

Lock-up days comprise work-in-progress (‘WIP’) days, representing the amount of time between performing work and invoicing clients;

anddebtor days, representing the length of time between invoicing and cash collection. WIP days are calculated as unbilled revenue

dividedbyannualised net revenue multiplied by 365 days. Debtor days are calculated as trade and other receivables, excluding amounts

duefrom members of partnerships, divided by annualised net revenue multiplied by 365 days. Annualised net revenue is the total net revenue

for the previous 12 month period with adjustments for acquisitions and discontinuations.

Reconciliation

See note 26

DWF Group plc | Annual Report and Accounts 2023144

APM

Adjusted diluted earnings per share (‘adjusted DEPS’)

Closest equivalent statutory measure

Diluted earnings per share (‘DEPS’)

Definition and purpose

Adjusted earnings divided by the total number of ordinary shares in issue.

Adjusted earnings is defined as (loss)/earnings from continuing operations adjusted for:

• non-underlying items;

• share-based payments expense;

• gain on investment;

• amortisation of acquired intangible assets;

• impairment; and

• the tax effect of the above items;

Whilst this metric is not prepared in accordance with IAS 33 ‘Earnings per Share’, it is an important APM to provide the Group’s stakeholders

with a fully diluted EPS metric using the Group’s adjusted earnings for the period that is consistent year on year.

Reconciliation

See note 8

APM

Adjusted earnings per share (‘adjusted EPS’)

Closest equivalent statutory measure

Basic EPS

Definition and purpose

Adjusted earnings divided by weighted average number of ordinary shares for the purposes of the basic earnings per share calculation.

Seeadjusted diluted EPS definition and purpose above for details of adjusting measures.

This metric provides the Group’s stakeholders with an EPS metric using the Group’s adjusted profitability but with a denominator consistent

with the statutory basic EPS measure.

Reconciliation

See note 8

APM

Like-for-like (‘L4L’)

Closest equivalent statutory measure

N/A

Definition and purpose

Like for like metrics, are applied to net revenue, direct costs, gross profit and gross margin to exclude the acquisitions of Acumension and

Whitelaw Twining.

This metric allows the Group’s stakeholders to compare the performance of the business on a consistent basis with the prior period, given that

the acquisitions of Acumension and Whitelaw Twining were a significant change to the Group.

Reconciliation

Not applicable

APM

Revenue per partner

Closest equivalent statutory measure

Revenue

Definition and purpose

Revenue per partner is defined as net revenue divided by average number of partners (on a full time equivalent basis) for the period.

This metric allows the Group’s stakeholders to view the performance of the business based on average revenue per partner, split by division

(this includes both member and employee partners).

Reconciliation

2023

£’000

2022

£’000

Legal Advisory 937 896

Connected Services 1,457 1,382

Mindcrest 8,589 12,216

Group 1,001 975

Financial statementsStrategic report Governance Other information

DWF Group plc | Annual Report and Accounts 2023 145

Unaudited information continued

Glossary continued

APM

Annualised net revenue

Closest equivalent statutory measure

Revenue

Definition and purpose

Annualised net revenue reflects the total net revenue for the previous 12-month period inclusive of pro-forma adjustments for acquisitions

and discontinuations/closures/scale-backs.

This metric is utilised as a denominator for lock up, WIP and debtor day calculations which allow greater comparability within the legal sector

consistent with prior and full year metrics.

Reconciliation

Not applicable

APM

Free cash flow

Closest equivalent statutory measure

Not applicable

Definition and purpose

Free cash flow is the amount by which the operating cash flow exceeds working capital, amounts payable to members, tax, interest and

capitalexpenditure.

This metric provides the Group’s stakeholders detail around the efficiency of cash generation and utilisation.

Reconciliation

See note 26

APM

Leverage

Closest equivalent statutory measure

Not applicable

Definition and purpose

Leverage is calculated as net debt, divided by the last 12 months adjusted EBITDA (both defined above).

This metric provides the Group’s stakeholders detail around the Group’s ability to repay debt and meet payment obligations. Leverage should

be compared with a benchmark, or industry average and is widely used by analysts and credit rating agencies.

Reconciliation

2023

£’000

2022

£’000

Adjusted EBITDA (last 12 months) 69,571 66,682

Net debt 101,747 71,820

Leverage 1.46 1.08

DWF Group plc | Annual Report and Accounts 2023146

Shareholder information

Annual General Meeting (‘AGM’)

The AGM of the Company will be held at

andbe broadcast from 20 Fenchurch Street,

London, United Kingdom, EC3M 3AG on

20 October 2023 at 12.00pm.

The Notice of AGM and a proxy form

accompanies this Annual Report.

Youcanalso find the Notice of AGM

ontheCompany’s website at

dwfgroup.com/en/investors.

Shareholder enquiries

The Company’s share register is maintained

by Equiniti. Shareholders with queries

relating to their shareholding should

contactEquiniti as follows.

By post:

Equiniti Limited, Aspect House, Spencer Road,

Lancing, West Sussex, BN99 6DA

UK telephone:*

0371 384 2030

Overseas telephone:

+44 (0)121 415 7047

Online:

help.shareview.co.uk

(from here you can email Equiniti securely

with your enquiry)

* Lines are open from 8.30am to 5.30pm UK time,

Monday to Friday.

Direct credit of dividend payment

Dividends can be paid automatically into

your bank orbuilding society account.

Thebenefits ofdoing this are that you will:

• receive cleared funds in your bank

account on the payment date;

• avoid postal delays; and

• remove the risk of your cheques getting

lost in the post.

To take advantage of this service or for

further details, contact Equiniti or visit

shareview.co.uk

For overseas Shareholders, a separate

dividend service provided by Equiniti

enables those living overseas to have

theirdividend paid into their bank account,

for a small fee. For further details please

contact Equiniti or visit shareview.co.uk

Electronic communications

Shareholders can sign up for electronic

communications online by registering with

Shareview, the internet-based platform

provided by our Registrars, Equiniti.

Inaddition to enabling Shareholders

toreceivecommunications by email,

Shareviewprovides a facility for

Shareholders to manage their

shareholdingonline by allowing them to:

• receive trading updates by email;

• view their shareholdings;

• update their records – including change

ofaddress; and

• vote in advance of Company general

meetings. To find out more about the

services offered by Shareview please visit

shareview.co.uk

Corporate website

Shareholders are encouraged to visit our

website dwfgroup.com which provides:

• Company news and information;

• our three offerings – Legal Services,

Business Services and Legal Operations;

and

• the Company’s approach to operating

responsibly.

There is also a specific investors’ section

which contains up-to-date information

forShareholders, including:

• comprehensive share price information;

• financial results;

• information on how to manage your

shares;

• dividend history and dividend calculator;

and

• access to current and historical

Shareholder documents, such as this

Annual Report and Accounts and the

AGMNotice of Meeting.

Unsolicited telephone calls and

correspondence

Shareholders should be wary of any

unsolicited advice, offers to buyshares at a

discount, or offers of free reports about the

Company. These are typically from overseas

‘brokers’ who target UK or US Shareholders,

offering to sell them what often turns out

tobe worthless or high-risk shares. These

operations are commonly known as boiler

rooms, and thebrokers can be very

persistent and extremely persuasive.

Shareholders are advised to deal only with

financial services firms that are authorised

by the Financial Conduct Authority (‘FCA’).

You can check if a firm is properly

authorised by the FCA by visiting fca.org.uk/

firm, you will not be eligible to receive

payment under the Financial Services

Compensation Scheme if anything goes

wrong. For more detailed information

onhow you can protect yourself from

aninvestment scam, or to report a scam,

gotofca.org.uk/consumers/ scams/

report-scam-us or call 0800 111 6768.

Cautionary note regarding

forward‑looking statements

This Annual Report and Accounts contains

certain forward-looking statements with

respect to the Company’s current targets,

expectations and projections about future

performance, anticipated events or trends

and other matters that are not historical

facts. These forward-looking statements,

which sometimes use words such as ‘aim’,

‘anticipate’, ‘believe’, ‘intend’, ‘plan’, ‘estimate’,

‘expect’ and words of similar meaning,

include all matters that are not historical

facts and reflect the Directors’ beliefs and

expectations and involve a number of risks,

uncertainties and assumptions that could

cause actual results and performance to

differ materially from any expected future

results or performance expressed or

implied by the forward-looking statement.

Other informationStrategic report Governance Financial statements

DWF Group plc | Annual Report and Accounts 2023 147

Principal offices

United Kingdom

42 Queen Street

Belfast

BT1 6HL

One Snowhill

Snow Hill Queensway

Birmingham

B4 6GA

Redcliff Quay

120 Redcliff Street

Bristol

BS1 6HU

2 Semple Street

Edinburgh

EH3 8BL

103 Waterloo Street

Glasgow

G2 7BW

Bridgewater Place

Water Lane

Leeds

LS11 5DY

5 St Paul’s Square

Old Hall Street

Liverpool

L3 9AE

20 Fenchurch Street

London

EC3M 3AG

1 Scott Place

2 Hardman Street

Manchester

M3 3AA

2nd Floor

Central Square

South Orchard Street

Newcastle-Upon-Tyne

NE1 3AZ

Australia

Level 36

Riverside Centre

123 Eagle Street

Brisbane

QLD 4000

GPO Box 74

Brisbane

QLD 4001

Level 9

Wyndham Corporate Centre

1 Corporate Court

Bundall

QLD 4217

Level 22

120 Spencer Street

Melbourne

VIC 3000

Level 29

85 Castlereagh Street

Sydney

NSW 2000

DWF Adjusting

Suite 1

Level 1

123 Midson Road

Epping

NSW 2121

Canada

111 Queen Street

East Suite 450

Toronto ON

M5C 1S2

605 – 1185 West Georgia St.

Vancouver

BC V6E 4E6

2400 – 200 Granville St.

Vancouver

BC V6C 1S4

810 – 150 9th Ave

SW Calgary

AB T2P 3H9

France

137-139 rue de l’Université

75007

Paris

France

Toque K0165

Germany

Rechtsanwaltsgesellschaft mbH

Königsallee 60 c

D-40212 Düsseldorf

Germany

Rechtsanwaltsgesellschaft mbH

Prinzregentenstraße 78

81675 Munich

Germany

Rechtsanwaltsgesellschaft mbH

Habsburgerring 2, Westgate

50674 Cologne

Germany

Hong Kong

Suite 3708

Tower Two

Lippo Centre

89 Queensway Admiralty

Hong Kong

India

701/801, Gera – Commerzone

Building No 6 (R4)

Survey No 65

Kharadi

Pune 411014

Ireland

2 Dublin Landings

North Wall Quay

North Dock

Dublin

Dublin 1

DWF Group plc | Annual Report and Accounts 2023148

Italy

Via dei Bossi 6

20121

Milano

Kingdom of

Saudi Arabia

Unit No. 7A

Ground Floor Zone C

Building No. C03

Commercial Area No.6

Business Gate

Airport Road

Riyadh 11683

Poland

plac Stanisława Małachowskiego 2

00-066 Warszawa

Poland

Portugal

R. Castilho, 75

1st Esq 1250-068

Lisbon

Qatar

Suite A

23rd Floor

Tornado Tower

PO Box 9417

Doha

Qatar

Singapore

6 Raffles Quay #15-01

Singapore 048580

South Africa

1st Floor

Pebble Beach Building

Inanda Greens Business Park

54 Wierda Road West

Sandton

Spain

Escoles Pies 102

08017 Barcelona

Serrano 116

28006 Madrid

c/ Doctor Fleming 3

5ª plantat, 28036 Madrid

San Fernando 7

41004, Sevilla

Gran Vía Marqués del Turia

55 46005 Valencia

Turkey

Spring Giz Plaza Meydan Sok.

No:31, Maslak 34398

Istanbul

Turkey

United Arab Emirates

Office 902

Tower 2

Al Fattan Currency House

DIFC PO Box 507104

Dubai

United States

ofAmerica

425 S. Financial Place

Suite 1100

Chicago

IL 60605

DWF Claims (USA) LLC

740 Waukegan Road

Suite 340

Deerfield

IL 60015

Other informationStrategic report Governance Financial statements

DWF Group plc | Annual Report and Accounts 2023 149

Corporate information

Company name

DWF Group plc

Registered number

England 11561594

Secretary and registered office

Darren Drabble

DWF Group plc

20 Fenchurch Street London

EC3M 3AG

United Kingdom

companysecretary@dwf.law

dwfgroup.com

Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing

BN99 6DA

United Kingdom

UK telephone:*

0371 384 2030

Overseas telephone:

+44 (0)371 384 2023

* Lines are open from 8.30am to 5.30pm UK time,

Monday to Friday.

Statutory Auditor

PricewaterhouseCoopers LLP

1 Hardman Square

Manchester

M3 3EB

United Kingdom

Corporate stockbrokers

Berenberg

60 Threadneedle Street

London

EC2R 8HP

United Kingdom

Zeus Capital Limited

82 King Street

Manchester

M2 4WQ

United Kingdom

Principal UK bankers

HSBC UK Bank plc

8 Canada Square

London

E14 5HQ

United Kingdom

DWF Group plc | Annual Report and Accounts 2023150

Other informationStrategic report Governance Financial statements

DWF Group plc | Annual Report and Accounts 2023 151

DWF Group plc | Annual Report and Accounts 2023152

CBP013969

Revive Silk is a white triple coated

sheet,manufactured from FSC

Recycled

certified fibre derived from 100% pre- and

post-consumer waste.

Manufactured in accordance with ISO

certified standards for environmental,

quality and energy management.

DWF Group plc

20 Fenchurch Street

London EC3M 3AG

+44 (0)333 320 2220

dwfgroup.com