Final Results
Summary by AI BETAClose X
24 March 2026
THE MISSION GROUP plc
("MISSION", "the Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
A strengthened platform for future profitable growth
The MISSION Group plc (AIM:TMG), a collective of sector-leading Creative and MarTech Agencies, announces its final results for the year ended 31 December 2025 ("FY2025" or "the year").
FINANCIAL SUMMARY
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FY 2025 |
FY 2024 |
change |
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£m |
£m |
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Total operations |
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· REVENUE (OPERATING INCOME) |
68.8 |
87.7 |
-21% |
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· HEADLINE OPERATING PROFIT* |
5.1 |
9.1 |
-44% |
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· REPORTED (LOSS)/PROFIT BEFORE TAX |
(18.8) |
2.9 |
-21.7 |
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Continuing operations** |
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· REVENUE (OPERATING INCOME) |
68.5 |
74.1 |
-8% |
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· HEADLINE OPERATING PROFIT* |
5.1 |
7.6 |
-34% |
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· HEADLINE PROFIT MARGINS |
7.4% |
10.3% |
-2.9pts |
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· HEADLINE PROFIT BEFORE TAX* |
3.0 |
4.8 |
-39% |
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· REPORTED (LOSS)/PROFIT BEFORE TAX |
(16.0) |
2.0 |
-17.9 |
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· HEADLINE EARNINGS PER SHARE* |
2.0p |
3.7p |
-1.7p |
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· HEADLINE DILUTED EARNINGS PER SHARE* |
2.0p |
3.7p |
-1.7p |
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· NET BANK DEBT |
9.0 |
9.5 |
0.5 |
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· TOTAL DEBT*** |
10.4 |
14.2 |
-3.8 |
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*Headline results are calculated before acquisition and disposal adjustments, start-up costs, goodwill and business impairment, bank refinancing, equity placing and restructuring costs (as set out in Note 3). |
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** Continuing operations excludes the disposal of April Six on 31 December 2024 and Bray Leino Splash PTE on 31 March 2025. *** Total Debt includes net bank debt and outstanding acquisitions obligations. |
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HIGHLIGHTS
Resilience amid challenging market conditions
· Continued strong client retention - over half of 2025 revenues coming from Clients of more than five years
· Further new Clients, including Omega Watches, Beko, Farizon, easyJet, Bugatti, ABB Robotics and Wain Homes.
· Overall financial performance impacted by macroeconomic uncertainty, dampening Client confidence leading to extended sales cycles, slower decision making and restricted budgets during the year.
Positioning the business for future profitable growth and long-term success
· Following appointment of John Carey as CEO in H2, the Group completed a successful review of its approach to investment in its core strategic assets to ensure that they retain relevance and scale in a fast-evolving marketplace to deliver enhanced, sustained operating margins and cashflows for the Group.
· Key recommendations from review were successfully implemented by the end of February 2026:
o Simplification: establishment of a single, unified B2C and B2B advertising Agency to establish a powerful business delivering value through integration, efficiency, and innovation.
o Prioritisation: focus on leveraging benefits of the Group's simplified, more closely integrated model, including driving improved effectiveness and efficiency, new business performance and evolving our offer and core capabilities to match Client needs.
o Investment: targeted at capitalising on the Group's strengths, maintain our technological edge with AI and expand our offer, including geographically, with key growth locations identified in the US, particularly in Sports Marketing and Events.
o Additional annualised cost savings identified, increasing total to £4.0m, further supporting future sustainable growth and reinvestment with higher margins, profits and cash generation.
· Group Board strengthened and refreshed in H2 to support next growth chapter:
o John Carey appointed as new Group CEO and Claudine Collins as Non-Executive Director in H2, with Jon Kempster and Emma Wright appointed as Non-Executive Directors post year-end.
Debt position improvement
· Strong cash conversion
· Reduction in net bank debt and a substantial reduction in total debt including outstanding acquisition liabilities
· Total debt position at an historic low with focus on reducing indebtedness further
Positive outlook
· Trading in the first months of 2026 has been in line with the Board's expectations
· We remain very mindful of the current challenging trading environment and macroeconomic backdrop
John Carey, Chief Executive of MISSION, commented:
"The Group showed resilience during a year characterised by change and challenging trading conditions. While our FY2025 result shows the impact of Client caution continuing into Q4, we maintained our impressive track record of Client retention and continued to win new clients. This is a credit to our people and I would like to thank them for all their hard work and the outstanding results produced for Clients during the year.
After completing an extensive review of the Group's structure last year, we entered 2026 with a strengthened operating platform and clear set of strategic growth priorities. Furthermore, the increased annualised cost savings we identified have further bolstered our position, providing greater flexibility to support our investment decisions in the year ahead. This gives us confidence as we begin our next chapter of growth."
ENDS
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John Carey, Chief Executive Giles Lee, Chief Financial Officer |
Via Houston |
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The MISSION Group PLC |
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Simon Bridges/Andrew Potts/Harry Rees |
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Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Broker) |
020 7523 8000 |
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Peter Tracey Blackdown Partners Limited (Financial Adviser) |
020 3807 8484 |
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Kate Hoare/Charlie Barker Houston |
077 3303 2695 / 0204 529 0549 |
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NOTES TO EDITORS
The MISSION Group Plc is a collective of sector-leading Creative and MarTech Agencies led by entrepreneurs who encourage an independent spirit. Employing over 800 people across 10 locations and 3 continents, the Group successfully combines its diverse expertise to produce Work That Counts™ for our Clients, whatever their ambitions. Creating real standout, sharing real innovation and delivering real growth for some of the world's biggest brands.
Find out more at www.themission.co.uk
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
NON-EXECUTIVE CHAIR'S STATEMENT
I believe that congratulations are in order to the management and people in our Agencies for what they achieved in 2025. Underlying trading remained resilient across all business segments and our total debt position improved significantly during the year.
The majority of Mission Group revenues are customarily realised in the second half of the year and whilst our first half delivered as expected our second half suffered from expenditure caution among our Client base, due to macroeconomic uncertainty and confidence. This resulted in reduced revenues (operating income) of £68m and headline operating profit of £5.1m.
As a Board we have not shirked from these short-term challenges or longer-term issues facing all businesses in our industry, and have taken proactive steps throughout the year to make our business future fit.
Highly experienced executive leader John Carey was appointed as Chief Executive in September 2025 and led a review of our strategy centred around three key focus areas: simplification, prioritisation and investment. The outcomes of this review are already being implemented, creating a simplified structure. Alongside our continued investment in AI , this will help further optimise our business model to deliver enhanced, sustained operating margins and cashflows for the Group.
Looking ahead, we have a clear plan to invest in key growth drivers from a strengthened operating platform, supported by a refreshed Board. We are confident this will drive our next chapter of growth and return to a positive net cash position.
Financial performance
We were pleased to again demonstrate strong Client retention and achieve a number of notable new business wins across the Group during the year. This is testament to the talent and continued hard work across our teams.
Continued total debt improvement
Our total debt further improved over the year, with a reduction in net bank debt and a substantial reduction in total debt including outstanding acquisition liabilities following strong cash conversion. This is in spite of the much reduced earnout received from the disposal of April Six.
Plan for future strategic success
In the second half of the year, led by Group CEO John Carey, the Board undertook a detailed review of our strategy and structure. As part of the review the Board assessed the Group's approach to investment in its core strategic assets to ensure that they retain relevance and scale in a fast-evolving marketplace to deliver enhanced, sustained operating margins and cashflows for the Group.
After assessing the existing structure of the Group through this lens and working closely with agency leadership teams, we rationalised our B2C and B2B advertising agencies and consolidated capabilities and leadership across these. Simultaneously, the Group consolidated the capabilities of our expanding Sports Marketing and Events businesses under one leader.
Following the completion of this exercise, increased annualised cost savings of £4.0m have been identified, more than double the original target we provided in our January 2026 trading update. These savings will be achieved through further enhancements of our operational efficiencies via shared infrastructure, streamlined processes, and the consolidation of office and technology platforms, as well as reducing our headcount by c.50 colleagues where greater integration across the Group has unfortunately made certain roles redundant.
Strengthening and refreshing our PLC Board
As the Group's strategy continued to evolve, we also made several changes to our Board. Alongside the appointment of John Carey as new Group CEO in the second half, we were pleased to welcome Claudine Collins as a Non-Executive Director, with Mark Lund OBE and Eliza Filby stepping down from the Board. Shortly after the period-end Jon Kempster and Emma Wright were also appointed as Non-Executive Directors.
Together, our new Non-Executive Directors bring vast experience and expertise in their respective fields, with extensive Boardroom experience and leadership in emerging technology such as AI where we have made great strides in 2025.
Dividend
In light of the impact of the Group's weaker financial performance, future investment priorities and maintaining balance sheet strength, the Board has made the decision to continue to pause dividend payments. We are aiming to return to paying ordinary dividends as soon as possible and will maintain three to four times dividend cover. We will next consider our dividend policy at the time of our interim report.
Outlook
After a busy year of change and with a modicum of catoptromancy I am bullish about our fortunes in 2026 and beyond. We have clear purpose, a sharpened team and an ambition to successfully transform MISSION. Our greatest strength being our people and their ability to work closely with our longstanding Clients to create innovative solutions that enhance marketing performance.
That is what it's all about.
David Morgan
Non-Executive Chair
CHIEF EXECUTIVE'S REVIEW
In a year defined by change, we have embraced the opportunity to lead from the front. Rather than standing still, the Group's management team has taken decisive action throughout 2025, positioning the business for future profitable growth and long-term success.
Simplifying and optimising our operating platform has been at the heart of this, drawing on the inherent strengths of our Client-centric culture while finding efficiencies in the way we maintain the continued delivery of outstanding work.
Following the restructure and reorganisation conducted in Q1 2025, we took further steps towards the end of the year to review our strategy and structure. This process was concluded and implementation of the actions borne out of the review have been completed in Q1 2026. The increased annualised gross cost savings of £4m further support our plans to generate future sustainable growth and reinvestment with higher margins, profits and cash generation.
Against a backdrop of macroeconomic uncertainty, dampening Client confidence and restricted budgets, our financial performance shows the impact of action taken and the resilience of the Group.
Performance Review
The Group saw an 8% reduction in total revenues from continuing operations to £68.5m (2024: £74.1m) and headline operating profit from continuing operations down to £5.1m (2024: £7.6m). This reflected the impact of weaker market conditions characterised by ongoing Client caution through the year.
At the same time, the strength of our Client retention continued with more than half of 2025 total revenues coming from businesses we have supported for more than five years.
We continued to win new Clients, including Omega Watches, Beko, Farizon, Easy Jet, Bugatti, ABB Robotics and Wain Homes.
A new MISSION
The MISSION Group stands at a pivotal moment in its evolution. The advertising and communications landscape is being reshaped by economic pressures, changing Client expectations, and rapid advances in AI.
Margins across the industry are tightening as Client demands on measurable performance continue to grow. At the same time, AI has eroded many traditional barriers to entry -empowering smaller, leaner competitors to operate with agility and for Clients to cost-effectively build their own in-house capability.
Our Agencies performed well in their respective domains, yet collectively they faced the same question: how can we remain competitive, relevant, and profitable in a market being redefined by technology and consolidation?
Against this backdrop, we conducted a review of our operational platform and growth strategy in the second half of 2025. This review has centred around three key focus areas: simplification, prioritisation and investment. Below we outline the key changes implemented, which were completed by the end of February 2026.
Simplification
We created a single, unified B2C and B2B advertising Agency, consolidating capabilities and leadership. The opportunity is to establish a powerful business delivering value through integration, efficiency, and innovation.
Prioritisation
As we continue to focus on delivering sustainable future profitability, we have set out several defined strategic priorities for the Agencies across the Group. These include applying a laser focus onto effectiveness and efficiency, driving improved new business performance and evolving our offer and core capabilities to match the needs of our Clients.
Leveraging the benefits of our simplified, more closely integrated Group model, we also have a good opportunity to elevate the services we provide to our existing Client base.
Investment
We will continue to invest strategically to support our growth and deliver on our priorities. This investment will be targeted to help us capitalise on our strengths, expand our offer and maintain our technological edge with AI.
Geographically, we have identified key locations in the US where we see compelling growth opportunities, particularly in Sports Marketing and Events.
Making Positive Change
Since launching our ESG manifesto 'Making Positive Change' in 2020, we have continued to deepen our understanding of the environmental impacts of our business and the actions required to reduce them. Over the past year we have strengthened the way climate considerations are embedded across our operations and improved the transparency of our reporting aligned with the UK Climate-related Financial Disclosure (CFD) framework.
I am pleased to report total emissions in 2025 decreased by 15% compared with 2024. This reduction reflects a combination of improved data accuracy, a focus on addressing carbon hotspots, updated UK Government emissions factors and a reduction in FTE across the Group. Following the introduction of enhanced carbon reporting in 2023, we now have two full years of comparable data, showing that Group emissions have reduced by 39% overall since our 2019 baseline.
Alongside this progress, we continue to advance our Carbon Transition Plan and remain committed to reducing emissions by 44% by 2029 and achieving net-zero across Scopes 1, 2 and 3 by 2050.
Current Trading and Outlook
Trading in the first months of 2026 has been in line with the Board's expectations.
After the extensive work completed to review the Group's structure last year, we entered 2026 with a strengthened operating platform and clear set of strategic growth priorities. Furthermore, the increased annualised cost savings we identified and implemented have further bolstered our position, providing greater flexibility to support our investment decisions in the year ahead. This gives us confidence as we begin our next chapter of growth.
John Carey
Group Chief Executive
CHIEF FINANCIAL OFFICER'S REVIEW
In a challenging second-half trading environment, characterised by weak demand and persistent Client caution across all sectors, the Group maintained its focus on those matters within its control. These included the continued simplification and prioritisation of the Group structure and resultant cost reductions, the sustained deployment of AI capabilities across all functions and further investment behind key growth drivers such as Sports & Entertainment.
Headline operating profits from continuing activities of £5.1m decreased by 34% when compared to the 2024 equivalent (£7.6m).
Whilst the overall revenue potential of our Group assets remains strong, the mix has moved more towards our faster growing market segments such as Sports Marketing and Property. The accounting standards do not permit increases in intangible asset values in these instances. A cautious review of the carrying value of our agency assets, primarily in relation to the integration of the creative agency groups and our healthcare agencies, resulted in an impairment adjustment of £15.7m. This is described more fully below and set out in Note 3. This adjustment along with a number of other, smaller adjustments and borrowing costs led to a reported loss before tax of £18.8m (2024 £2.9m profit).
Operating expenditure from continuing operations was reduced by £3.0m to £63.4m (2024 £66.4m) but, with income from continuing activities declining by 8% to £68.5m (2024 £74.1m), operating margins suffered, dropping to 7.4% in 2025 compared to 10.3% in 2024.
At a total headline operating profit level, so comparing to a 2024 outcome that included the now divested April Six Ltd and Bray Leino Splash PTE Ltd, profits in 2025 of £5.1m decreased by 44% on 2024 (£9.1m), whilst operating income reduced by 21% to £68.8m (2024 £87.7m) and operating margins reduced from 10.3% to 7.4%.
The discontinued operations in 2025 comprise Bray Leino Splash PTE Ltd which was divested in Quarter 1, 2025 for £0.1m and adjustments to contingent consideration relating to the disposal of April Six in the prior year.
Net bank debt reduced slightly, from £9.5m on 31 December 2024 to £9.0m on 31 December 2025. Total debt, which includes remaining acquisition liabilities of £1.4m reduced from £14.2m to an historic low level of £10.4m across the same period.
The reduced profits and consequent EBITDA led to an increase in net bank debt leverage on 31 December 2025 of 2.8x (31 December 2024, 2.2x) despite a continued tight focus on working capital and capital allocations. Total leverage, which includes acquisition liabilities, increased to 3.0 (31 Dec 2024: 2.6). Both the net bank debt and total leverage ratios now include lease liabilities in the debt numbers used in the ratios, in accordance with the revised bank covenant test calculations agreed in the March 2025 refinancing. All covenant tests were met during the year.
Group billings and revenue
Turnover (billings) was 15% lower than the previous year, at £162.1m (2024: £190.3m), but since billings include pass-through costs (e.g. TV companies' charges for buying airtime), the Board does not consider turnover to be a key performance measure for its Agencies.
Instead, the Board views operating income (turnover less third-party costs) as a more meaningful measure of activity levels.
Taken as a whole, the Group's operating income (referred to as "revenue") from continuing operations for the year reduced by 8% to £68.5m (2024: £74.1m).
All revenue was organic and reflects a mixed performance across the continuing business segments, particularly in the second half of the year, which is analysed further shortly.
One of the differentiating features of MISSION is the longevity and loyalty of its Client base exemplified by 55% of 2025 total operating income coming from Clients with whom MISSION has worked for more than five years (2024: 56%).
We believe this is due to the dynamic and Agency-driven culture which ensures Clients receive a tailored level of Client service but supported by the resources of a multi-national Group.
Profit and margins
The Directors measure and report the Group's performance primarily by reference to headline results to avoid the distortions created by the one-off events and non-cash accounting adjustments relating to acquisitions and restructures that are detailed below.
Headline results are therefore calculated before acquisition adjustments, exceptional items and losses from new ventures (as set out in Note 3).
The Group reported a headline operating profit across all operations this year of £5.1m compared to £9.1m in 2024.
Reported profit before tax reduced by £21.7m, from a £2.9m profit in 2024 to a £18.8m loss in 2025.
Adjustments to reported profits, detailed further in Note 3, totalled £21.7m (2024: £3.3m) a significant increase on the previous year. This was primarily due to £15.7m of impairment charges, consisting of a £0.6m impairment of leased property which will no longer be fully utilised following the restructuring of the Group, and the impairment of the creative agency group (£10.7m) and healthcare agency group (£4.4m) intangible assets following a cautious review of these long-held cash generating units and their subsequent integration. There were no intangible impairments in 2024.
The Group incurred restructuring costs of £1.9m in 2025 (2024: £0.2m) as a result of the significant agency rationalisation announced in March 2025.
In addition to this the Group invested £0.3m in new ventures (2024: £0.5m) most notably Influence US and Saudi Arabia operations.
Acquisition and disposal related costs of £2.4m compared to £2.1m in 2024.
The 2025 charge consists primarily of the reduction in the estimate receivable following the divestment of April Six (£1.8m, 2024: £0.2m) alongside the amortisation of intangibles recognised on acquisitions of £0.5m (2024: £0.7m) as well as professional fees incurred of £0.2m (2024: £0.4m).
There was no change in the fair value of contingent consideration in 2025 (2024 £0.8m).
Adjusting for these items delivers a headline operating profit from all operations of £5.1m (2024 £9.1m).
Headline operating profit from continuing operations was £5.1m (2024: £7.6m).
The Group continued to make significant reductions to the cost base, these are highlighted in the segmental analysis that follows and resulted in the headline operating expenditure base from continuing operations decreasing in the year by £3.0m or 5% (from £66.4m in 2024 to £63.4m in 2025). The number of directors and staff employed in continuing operations reduced from 904 at 31 December 2024 to 865 persons at 31 December 2025.
Therefore, headline operating margins from all activities decreased from 10.3% to 7.4% and margins from continuing activities also decreased from 10.3% to 7.4%.
Interest charges of £2.1m were £0.9m lower than 2024 (£3.0m) reflecting the reduced net debt levels in the Group over the course of the year.
The resultant reported loss before tax from continuing operations for 2025 was £16.0m, a reduction of £17.9m on 2024 (£2.0m profit).
Segmental analysis
A closer analysis of the Group operating restructure confirms that the macro market weakness experienced particularly in consumer advertising has had a considerable impact on the agencies the Group operates in that sector. Despite significant reductions to operating expenditure (Opex) of £3.7m, revenue shortfalls of £5.5m (-23% year on year) pushed this segment to register a £0.2m headline operating loss in 2025 compared to a £1.6m profit in 2024.
Elsewhere there were year on year headline operating profit and margin reductions in both the Business & Corporate (-£0.8m) and Property (-£1.0m) segments, again very much in line with market conditions. Health & Wellness stabilised and delivered a resilient performance with operating profits in line with 2024.
The Sports and Entertainment segment registered good growth in the year with revenue up 8% to deliver a £0.1m improvement in headline operating profit.
Finally, the continued focus on efficiency saw central costs reduced by a further £1.0m as the Group restructured behind the Agency brands.
The Group has recently announced the final phase of the restructuring programme which will be reflected in revised business segments in 2026 and the combination of the Business & Corporate and Consumer & Lifestyle segments.
Taxation
The headline tax rate increased to 34.7% (2024: 28.1%). This was due partly to a general increase in disallowed expenditure, including disallowed costs related to our Saudi operations. There was also a higher proportion of the headline profit before tax attributable to entities which made losses in the year which are not available for Group tax relief, and where there is insufficient certainty that there will be sufficient profits available in the future to utilise these losses. As a result, no tax credit was recognised in relation to these losses and this increases the tax rate.
On a reported basis in 2025, the impact of the large non-deductible expenditure, primarily in relation to impairment of goodwill, resulted in a tax expense of £0.4m on a reported loss before tax of £18.8m, a rate of -2.2%.
This compares to the 58.8% rate in 2024 resulting from foreign tax payments in that year in relation to April Six leading to a total tax charge of £1.7m on a reported profit before tax of £2.9m.
The tax rate is generally expected to be consistently higher than the statutory rate (25.0% in 2025, in line with 2024) when the Group is profit making, since the amortisation of acquisition-related intangibles is not deductible for tax purposes and tax rates on our US operations are substantially higher than the UK corporation tax rate.
Earnings Per Share
After tax, the reported loss for the year was £19.2m (2024: profit of £1.2m) and undiluted and diluted EPS was -21.3 pence (2024: 1.2 pence).
However, after adjustments, Headline EPS from continuing operations on both an undiluted and diluted basis was 2.0 pence (2024: 3.7 pence).
Dividend
The Board has historically adopted a progressive dividend policy, aiming to grow dividends each year in line with earnings but always balancing the desire to reward shareholders via dividends with the need to fund the Group's growth ambitions and maintain a strong balance sheet and healthy distributable reserves (2025: £32.8m, 2024: £30.5m).
The Board has made the decision to continue to pause dividend payments in light of the impact of the Group's weaker financial performance, future investment priorities and maintaining balance sheet strength and expects to return to paying ordinary dividends as soon as possible.
In so doing it plans to maintain dividend cover between 3x to 4x headline earnings per share.
Balance sheet
In common with other marketing communications groups the main features of our balance sheet are the goodwill and other intangible assets resulting from acquisitions made over the years and the debt taken on in connection with those acquisitions.
The Board undertakes an annual assessment of the value of all goodwill, explained further in Note 10. On 31 December 2025 the Board considered it prudent to impair £14.9m of goodwill in relation to the agency and healthcare trading units. (2024: £Nil) resulting in a similar quantum decrease in the intangible assets balance in the year.
The Group's acquisition obligations at the end of 2025 were £1.4m (2024: £4.7m), to be satisfied by a mix of shares and cash at the Group's discretion.
All of this is dependent on post-acquisition earn-out profits and is expected to fall due for payment in cash and/or shares within 12 months.
The Board continue to closely monitor all capital spends and have paused dividend payments for the short term.
The Directors therefore believe that the Group's current balance sheet can comfortably accommodate these acquisition obligations alongside the Group's commitments to routine capital expenditure.
Consolidated Net Current Assets closed at £7.3m, a reduction of £9.7m on 2024 (£17.0m).
This was in part the result of the reduction in cash of £4.5m and an increase in trade and other payables of £7.0m, netted off against a £2.0m reduction in current acquisition obligations.
At the end of the year the Group's net bank debt stood at £9.0m (2024: £9.5m). On an adjusted basis the leverage ratio of net bank debt to headline EBITDA was 2.8x on 31 December 2025 (2024: 2.2x). The Group's adjusted ratio of total debt, including remaining acquisition obligations, to EBITDA on 31 December 2025 was 3.0x (2024: 2.6x). All existing acquisition obligations will be settled by the end of 2026. Acquisition obligations are dependent on performance, and the Company has the option to settle a proportion of future payments in shares.
Cash flow
Cash and cash equivalents reduced by £4.5m over the course of 2025.
The primary reason for the decrease came from the repayment of bank loans of £5.0m following the refinancing agreement in March 2025.
The working capital movement is defined as the aggregate movement in receivables, stock and payables and was at an overall level reported as an inflow of £5.5m (2024: £4.1m outflow).
In addition to this, capital allocations in 2025 were very closely controlled.
This resulted in continued low levels of outlay on both property, plant and equipment capital expenditure (£0.6m, 2024: £0.6m) and dividends payable to minority shareholders (£0.2m, 2024: £0.1m).
Similarly, expenditure on new acquisitions was £Nil (2024: £Nil) and the settlement of contingent obligations relating to the profits generated by previous acquisitions totalled £3.2m (2024: £0.7m).
The Group continues to develop its software and product offerings to embrace the opportunities offered by advancements in Artificial Intelligence technology. The Group invested £1.5m in this area in 2025 (2024 £0.1). The benefits of this will be secured through improved operational efficiency and Client attraction and retention.
The closing net bank debt position for 2025 was £9.0m. This represents a decrease in net debt of £0.5m on the 2024 year-end net bank debt of £9.5m.
Headline operating profit from continuing operations of £5.1m (2024: £7.6m) converted into £6.7m (2024: £1.5m) of 'free cash flow' (defined as net cash inflow from operating activities less tangible and intangible capital expenditure) and dividends payable to minority holdings of £0.2m (2024: £0.1m).
Working capital days
Trade creditor days, work in progress days and trade debtors days all increased when compared to last year. Overall, the Group's total working capital days of 25.0 is materially in line with the 2024 equivalent (23.8 days).
Going concern
The Board believe that, through the actions taken both during 2024 and described above, the Group is well placed to deliver profitable growth, cash generation and facility headroom.
However, further scenario modelling has been undertaken of the Group's net debt position into the reasonably foreseeable future.
This modelling included cautious assumptions about trading performance, investment plans and acquisition consideration obligations.
The principal uncertainty in the projections is the growth of the trading agencies in an unpredictable macro-economic environment and potential increases in cost base that are not proportionate to revenue growth. The Directors have considered the resulting financial and cash flow projections for the Group alongside the availability of renewed committed bank facilities of £15m (expiring 21 March 2028), an overdraft facility of £3m and the headroom afforded against Total Debt Leverage and Bank Debt Leverage covenant tests for the coming 12 months.
The Directors have also considered and understood the mitigating actions that would be required in the event of reduced revenue profiles and any further consequential difficulties with covenant compliance.
Such potential mitigating actions would include early dialogue with the bank over breaches in covenant compliance, and a review of headcount, particularly in the areas impacted by any downturn.
Furthermore, the Group have considered actions that can be taken should increased headroom be required.
This would most likely be the disposal of non-core or high value agency assets.
Against these scenarios, the Group was demonstrated to have adequate headroom against the facilities described above.
This leads the Directors to become satisfied that, taking account of reasonably possible changes in trading performance, it is appropriate to adopt the going concern basis in preparing the financial statements.
Key Performance Indicators
KPIs are designed to monitor the Group's revenue and profit growth, within a safe capital structure.
The targets, along with the outcome for 2025 are as follows:
• Achieve organic revenue growth of at least 2% per year (delivered -8%).
• Increase headline operating profit margins to 14% (delivered 7%).
• Grow headline profit before tax by 10% year-on-year; and (delivered -39%)
• Maintain the ratio of net bank debt (which includes both bank debt and lease liabilities) to EBITDA* at or below 2.25x (delivered 2.8x) and the ratio of total debt (including bank debt, lease liabilities and deferred acquisition consideration) to EBITDA at or below 2.75x (delivered 3.0x).
EBITDA is headline operating profit before depreciation and amortisation charges.
At the individual Agency level, the Group's financial KPIs comprise revenue and controllable profitability measures, predominantly based on the achievement of the annual budget.
More detailed KPIs are applied within individual Agencies.
In addition to financial KPIs, the Board periodically monitors the length of Client relationships, the forward visibility of revenue and the retention of key staff.
Change in accounting reference date
The Group's business activities and revenues are weighted towards the second half of the calendar year and particularly the final quarter. After engagement with certain Shareholders and having considered our internal processes, the Board has decided to change the accounting reference date to achieve a more balanced first half and second half weighting. Accordingly, the Group's next financial year (which would otherwise end on 31 December 2026), will be reduced by three months to 30 September 2026.
Outlook
We enter 2026 with a plan for continued, profitable growth across our simplified business segments.
The year has started well and prospects for organic progress are good. The restructuring measures recently announced are now well underway, if not complete.
These actions will step change the profitability of the Group and provide clear priorities for future investment and growth. They will also provide greater resilience during the current uncertain macro-economic trading conditions.
Additionally, and as a result of the actions taken, the Directors believe that the Group is set to be highly cash generative.
Consolidated Income Statement
For the year ended 31 December 2025
|
|
|
Continuing operations 2025
|
Discontinued operations* 2025
|
Total 2025
|
Continuing operations 2024
|
Discontinued operations** 2024
|
Total 2024
|
|
|||||||||||||||
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
TURNOVER |
2 |
161,578 |
529 |
162,107 |
155,949 |
34,363 |
190,312 |
|
|||||||||||||||
|
Cost of sales |
|
(93,099) |
(171) |
(93,270) |
(81,871) |
(20,757) |
(102,628) |
|
|||||||||||||||
|
OPERATING INCOME |
2 |
68,479 |
358 |
68,837 |
74,078 |
13,606 |
87,684 |
|
|||||||||||||||
|
Headline operating expenses |
|
(63,412) |
(359) |
(63,771) |
(66,439) |
(12,175) |
(78,614) |
|
|||||||||||||||
|
HEADLINE OPERATING PROFIT / (LOSS) |
|
5,067 |
(1) |
5,066 |
7,639 |
1,431 |
9,070 |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Goodwill, intangible and right of use assets impairment |
3 |
(15,728) |
- |
(15,728) |
- |
- |
- |
|
|||||||||||||||
|
Loss on sale of subsidiaries (Note 17.2) |
|
- |
(959) |
(959) |
- |
(209) |
(209) |
|
|||||||||||||||
|
Start-up costs |
3 |
(348) |
- |
(348) |
(458) |
- |
(458) |
|
|||||||||||||||
|
Acquisition and disposal adjustments |
3 |
(549) |
(1,820) |
(2,369) |
(2,090) |
- |
(2,090) |
|
|||||||||||||||
|
Restructuring costs |
3 |
(1,918) |
- |
(1,918) |
- |
(243) |
(243) |
|
|||||||||||||||
|
Bank refinancing and equity raise costs |
3 |
- |
- |
- |
(242) |
- |
(242) |
|
|||||||||||||||
|
OPERATING (LOSS) / PROFIT |
|
(13,476) |
(2,780) |
(16,256) |
4,849 |
979 |
5,828 |
|
|||||||||||||||
|
Share of results of associates and joint ventures (including impairment) |
12 |
(375) |
- |
(375) |
80 |
- |
80 |
|
|||||||||||||||
|
(LOSS) / PROFIT BEFORE INTEREST AND TAXATION |
|
(13,851) |
(2,780) |
(16,631) |
4,929 |
979 |
5,908 |
|
|||||||||||||||
|
Net finance costs |
5 |
(2,124) |
- |
(2,124) |
(2,962) |
(35) |
(2,997) |
|
|||||||||||||||
|
(LOSS) / PROFIT BEFORE TAXATION |
6 |
(15,975) |
(2,780) |
(18,755) |
1,967 |
944 |
2,911 |
|
|||||||||||||||
|
Taxation |
7 |
(428) |
18 |
(410) |
(952) |
(759) |
(1,711) |
|
|||||||||||||||
|
(LOSS) / PROFIT FOR THE YEAR |
|
(16,403) |
(2,762) |
(19,165) |
1,015 |
185 |
1,200 |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Attributable to: |
|
|
|
|
|
|
|
||||||||||||||||
|
Equity holders of the parent |
|
(16,523) |
(2,759) |
(19,282) |
889 |
164 |
1,053 |
|
|||||||||||||||
|
Non-controlling interests |
|
120 |
(3) |
117 |
126 |
21 |
147 |
|
|||||||||||||||
|
|
|
(16,403) |
(2,762) |
(19,165) |
1,015 |
185 |
1,200 |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Basic earnings per share (pence) |
9 |
(18.2) |
(3.0) |
(21.3) |
1.0 |
0.2 |
1.2 |
|
|||||||||||||||
|
Diluted earnings per share (pence) |
9 |
(18.2) |
(3.0) |
(21.3) |
1.0 |
0.2 |
1.2 |
|
|||||||||||||||
|
Headline basic earnings per share (pence) |
9 |
2.0 |
0.0 |
2.0 |
3.7 |
0.1 |
3.8 |
|
|||||||||||||||
|
Headline diluted earnings per share (pence) |
9 |
2.0 |
0.0 |
2.0 |
3.7 |
0.1 |
3.7 |
|
|||||||||||||||
* Discontinued operations in 2025 consist of the results of Splash, sold on 31 March 2025 (see Note 17.2) and adjustments to contingent consideration relating to the disposal of April Six in the prior year.
** Discontinued operations in 2024 include the results of April Six, sold in 2024, and the results of Splash. The Group's Annual Report and Accounts 2024 showed a different split between continuing and discontinued operations, the discontinued operations numbers consisting only of the results of April Six. Following disposal in 2025, Splash has now been included in the 2024 discontinued operations disclosure.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
|
|
|
Continuing operations 2025 |
Discontinuing operations 2025 |
Total Year to 31 December 2025 |
Continuing operations 2024 |
Discontinuing operations 2024 |
Total Year to 31 December 2024 |
||
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
|
|
|
|
|
|
|
|
||
|
(LOSS) / PROFIT FOR THE YEAR |
|
(16,403)
|
(2,762)
|
(19,165)
|
1,015 |
185 |
1,200 |
||
|
Other comprehensive income - items that may be reclassified separately to profit or loss: |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Exchange differences on translation of foreign operations |
|
(29) |
3 |
(26) |
12 |
(510) |
(498) |
||
|
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR |
|
(16,432) |
(2,759)
|
(19,191)
|
1,027 |
(325)
|
702
|
||
|
|
|
|
|
|
|
|
|
||
|
Attributable to: |
|
|
|
|
|
|
|
||
|
Equity holders of the parent |
|
(16,552) |
(2,757) |
(19,309) |
901 |
(323) |
578 |
||
|
Non-controlling interests |
|
120 |
(2) |
118 |
126 |
(2) |
124 |
||
|
|
|
(16,432) |
(2,759) |
(19,191) |
1,027 |
(325) |
702 |
||
Consolidated Balance Sheet
As at 31 December 2025
|
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
|
|
|
|
|
Note |
£'000 |
£'000 |
|
FIXED ASSETS |
|
|
|
|
Intangible assets |
10 |
64,627 |
79,622 |
|
Property, plant and equipment |
|
2,280 |
2,702 |
|
Right of use assets |
11 |
12,520 |
14,494 |
|
Investments, associates and joint ventures |
12 |
335 |
667 |
|
|
|
79,762 |
97,485 |
|
CURRENT ASSETS |
|
|
|
|
Stock |
|
1,959 |
2,394 |
|
Trade and other receivables |
13 |
45,186 |
44,378 |
|
Corporation tax receivable |
|
- |
- |
|
Cash and short term deposits |
|
5,923 |
10,385 |
|
|
|
53,068 |
57,157 |
|
CURRENT LIABILITIES |
|
|
|
|
Trade and other payables |
14 |
(43,871) |
(35,964) |
|
Corporation tax payable |
|
(446) |
(745) |
|
Bank loans |
15 |
- |
(11) |
|
Acquisition obligations |
17.1 |
(1,418) |
(3,420) |
|
|
|
(45,735) |
(40,140) |
|
NET CURRENT ASSETS |
|
7,333 |
17,017 |
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
87,095 |
114,502 |
|
NON CURRENT LIABILITIES |
|
|
|
|
Bank loans |
15 |
(14,893) |
(19,872) |
|
Lease liabilities |
16 |
(12,722) |
(14,041) |
|
Acquisition obligations |
17.1 |
- |
(1,239) |
|
Deferred tax liabilities |
|
(370) |
(397) |
|
|
|
(27,985) |
(35,549) |
|
NET ASSETS |
|
59,110 |
78,953 |
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
|
Called up share capital |
18 |
9,224 |
9,224 |
|
Share premium account |
|
46,081 |
46,081 |
|
Own shares |
19 |
(579) |
(191) |
|
Share-based incentive reserve |
|
1,107 |
1,107 |
|
Foreign currency translation reserve |
|
(33) |
64 |
|
Retained earnings |
|
3,225 |
22,507 |
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
|
59,025 |
78,792 |
|
Non-controlling interests |
|
85 |
161 |
|
TOTAL EQUITY |
|
59,110 |
78,953 |
Consolidated Cash Flow Statement
For the year ended 31 December 2025
|
|
Continuing operations 2025 |
Discontinued operations 2025 |
Total 2025 |
Continuing operations 2024 |
Discontinued operations 2024 |
Total 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / profit |
(13,476) |
(2,780) |
(16,256) |
4,849 |
979 |
5,828 |
|
|
Depreciation, amortisation and impairment charges |
19,696 |
2 |
19,698 |
4,236 |
315 |
4,551 |
|
|
Increase in the fair value of contingent consideration on acquisitions |
7 |
- |
7 |
751 |
- |
751 |
|
|
Decrease in the fair value of contingent consideration on disposals of subsidiaries |
-
|
1,752 |
1,752 |
213
|
- |
213 |
|
|
Loss on sale of subsidiaries |
- |
959 |
959 |
- |
209 |
209 |
|
|
Loss / (profit) on disposal of property, plant and equipment and software and intellectual property |
15 |
- |
15 |
(3) |
- |
(3) |
|
|
(Increase) / decrease in receivables |
(3,304) |
(108) |
(3,412) |
(2,359) |
1,575 |
(784) |
|
|
Decrease in stock |
435 |
- |
435 |
587 |
- |
587 |
|
|
Increase / (decrease) in payables |
8,385 |
136 |
8,521 |
(2,818) |
(1,107) |
(3,925) |
|
|
OPERATING CASH FLOWS |
11,758 |
(39) |
11,719 |
5,456 |
1,971 |
7,427 |
|
|
Net finance costs paid |
(2,112) |
- |
(2,112) |
(3,051) |
(35) |
(3,086) |
|
|
Tax paid |
(816) |
(4) |
(820) |
(228) |
(595) |
(823) |
|
|
Net cash inflow / (outflow) from operating activities |
8,830 |
(43) |
8,787 |
2,177 |
1,341 |
3,518 |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds on disposal of property, plant and equipment |
157 |
- |
157 |
24 |
- |
24 |
|
|
Purchase of property, plant and equipment |
(644) |
(1) |
(645) |
(580) |
(2) |
(582) |
|
|
Investment in software and product development |
(1,465) |
- |
(1,465) |
(87) |
- |
(87) |
|
|
Payment relating to acquisitions made in prior years |
(3,248) |
- |
(3,248) |
(740) |
- |
(740) |
|
|
Proceeds on disposal of subsidiaries |
- |
361 |
361 |
- |
10,813 |
10,813 |
|
|
Cash of subsidiaries disposed of |
- |
(367) |
(367) |
- |
(2,379) |
(2,379) |
|
|
Costs of disposal of subsidiaries |
- |
(68) |
(68) |
- |
(2,207) |
(2,207) |
|
|
Net cash (outflow) / inflow from investing activities |
(5,200) |
(75) |
(5,275) |
(1,383) |
6,225 |
4,842 |
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Dividends paid to non-controlling interests |
(121) |
(30) |
(151) |
(142) |
- |
(142) |
|
|
Payment of lease liabilities |
(2,394) |
- |
(2,394) |
(1,584) |
(349) |
(1,933) |
|
|
Repayment of bank loans |
(5,015) |
- |
(5,015) |
(34) |
- |
(34) |
|
|
Purchase of own shares |
(388) |
- |
(388) |
- |
- |
- |
|
|
Net cash outflow from financing activities |
(7,918) |
(30) |
(7,948) |
(1,760) |
(349) |
(2,109) |
|
|
(Decrease) / increase in cash and cash equivalents |
(4,288) |
(148) |
(4,436) |
(966) |
7,217 |
6,251 |
|
|
Exchange differences on translation of foreign subsidiaries |
|
|
(26) |
|
|
(498) |
|
|
Cash and cash equivalents at beginning of year |
|
|
10,385 |
|
|
4,632 |
|
|
Cash and cash equivalents at end of year |
|
|
5,923 |
|
|
10,385 |
|
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
|
|
Share capital
£'000 |
Share premium
£'000 |
Own shares
£'000 |
Share- based incentive reserve
£'000 |
Foreign currency translation reserve
£'000 |
Retained earnings
£'000 |
Total attributable to equity holders of parent
£'000 |
Non-controlling interest
£'000 |
Total equity
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
9,102 |
45,928 |
(942) |
1,107 |
(888) |
21,967 |
76,274 |
179 |
76,453 |
|
Profit for the year |
- |
- |
- |
- |
- |
1,053 |
1,053 |
147 |
1,200 |
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
(475) |
- |
(475) |
(23) |
(498) |
|
Total comprehensive (loss) / income for the year |
- |
- |
- |
- |
(475) |
1,053 |
578 |
124 |
702 |
|
Realisation on disposal of subsidiary |
- |
- |
- |
- |
1,427 |
- |
1,427 |
- |
1,427 |
|
New shares issued |
122 |
153 |
- |
- |
- |
- |
275 |
- |
275 |
|
Shares awarded and sold from own shares |
- |
- |
751 |
- |
- |
(513) |
238 |
- |
238 |
|
Dividend paid |
- |
- |
- |
- |
- |
- |
- |
(142) |
(142) |
|
At 31 December 2024 |
9,224 |
46,081 |
(191) |
1,107 |
64 |
22,507 |
78,792 |
161 |
78,953 |
|
(Loss) / profit for the year |
- |
- |
- |
- |
- |
(19,282) |
(19,282) |
117 |
(19,165) |
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
(27) |
- |
(27) |
1 |
(26) |
|
Total comprehensive (loss) / income for the year |
- |
- |
- |
- |
(27) |
(19,282) |
(19,309) |
118 |
(19,191) |
|
Realisation on disposal of subsidiary |
- |
- |
- |
- |
(70) |
- |
(70) |
- |
(70) |
|
Release of non-controlling interest on disposal of subsidiary |
- |
- |
- |
- |
- |
- |
- |
(43) |
(43) |
|
Share buyback |
- |
- |
(388) |
- |
- |
- |
(388) |
- |
(388) |
|
Dividend paid |
- |
- |
- |
- |
- |
- |
- |
(151) |
(151) |
|
At 31 December 2025 |
9,224 |
46,081 |
(579) |
1,107 |
(33) |
3,225 |
59,025 |
85 |
59,110 |
Notes to the Consolidated Financial Statements
1. Principal Accounting Policies
Basis of preparation
The results for the year to 31 December 2025 have been extracted from the audited consolidated financial statements, which are expected to be published by 24 March 2026.
The financial information set out above does not constitute the Company's statutory accounts for the years to 31 December 2025 or 2024 but is derived from those accounts. Statutory accounts for the year ended 31 December 2024 were delivered to the Registrar of Companies following the Annual General Meeting on 16 June 2025 and the statutory accounts for 2025 are expected to be published on the Group's website (www.themission.co.uk) shortly, posted to shareholders at least 21 days ahead of the Annual General Meeting ("AGM") on 15 June 2026 and, after approval at the AGM, delivered to the Registrar of Companies.
The auditors, PKF Francis Clark, have reported on the accounts for the years ended 31 December 2025 and 31 December 2024; their reports in both years were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006 in respect of those accounts.
2. Segmental Information
IFRS 15: Revenue from Contracts with Customers requires the disaggregation of revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Board has considered how the Group's revenue might be disaggregated in order to meet the requirements of IFRS 15 and has concluded that the segmentation disclosures set out below represent the most appropriate categories of disaggregation. The Board considers that neither differences between sales channels and markets nor differences between contract duration and the timing of transfer of goods or services are sufficiently significant to require further disaggregation.
For management purposes the Board monitors the performance of its individual agencies and groups them into service segments based on the sectors in which they operate. Each reportable segment therefore includes a number of agencies with similar characteristics.
The Board assesses the performance of each segment by looking at turnover, operating income and headline operating profit. The headline operating profit shown below is after the reallocation to the agencies of certain head office costs relating to the Shared Services function. These costs include a significant portion of the total operating costs which are now centrally managed.
The Board does not review the assets and liabilities of the Group on a segmental basis. A segmental breakdown of assets and liabilities is therefore not disclosed.
|
|
Business & Corporate |
Consumer & Lifestyle |
Health & Wellness |
Property |
Sports & Entertainment |
Technology |
MISSION Advantage & Central |
Total
|
|
|
|
|
|
|
|
|
|
|
|
Year to 31 December 2025 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Turnover
|
|
|
|
|
|
|
|
|
|
Continuing operations |
72,972 |
24,105 |
3,520 |
35,207 |
25,774 |
- |
- |
161,578 |
|
Discontinued operations |
525 |
4 |
- |
- |
- |
- |
- |
529 |
|
Total Group |
73,497 |
24,109 |
3,520 |
35,207 |
25,774 |
- |
- |
162,107 |
|
Operating income |
|
|
|
|
|
|
|
|
|
Continuing operations |
22,041 |
18,186 |
3,056 |
16,090 |
9,106 |
- |
- |
68,479 |
|
Discontinued operations |
246 |
112 |
- |
- |
- |
- |
- |
358 |
|
Total Group |
22,287 |
18,298 |
3,056 |
16,090 |
9,106 |
- |
- |
68,837 |
|
Headline operating profit / (loss) |
|
|
|
|
|
|
|
|
|
Continuing operations |
2,266 |
(197) |
360 |
2,485 |
1,679 |
- |
(1,526) |
5,067 |
|
Discontinued operations |
(11) |
10 |
- |
- |
- |
- |
- |
(1) |
|
Total Group |
2,255 |
(187) |
360 |
2,485 |
1,679 |
- |
(1,526) |
5,066 |
|
|
Business & Corporate |
Consumer & Lifestyle |
Health & Wellness |
Property |
Sports & Entertainment |
Technology |
MISSION Advantage & Central |
Total
|
|
|
(Restated*) |
(Restated*) |
(Restated*) |
(Restated*) |
(Restated*) |
(Restated*) |
(Restated*) |
(Restated*) |
|
|
|
|
|
|
|
|
|
|
|
Year to 31 December 2024 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Turnover
|
|
|
|
|
|
|
|
|
|
Continuing operations |
66,106 |
30,508 |
4,279 |
33,018 |
22,038 |
- |
- |
155,949 |
|
Discontinued operations |
2,158 |
523 |
- |
- |
- |
31,650 |
32 |
34,363 |
|
Total Group |
68,264 |
31,031 |
4,279 |
33,018 |
22,038 |
31,650 |
32 |
190,312 |
|
Operating income |
|
|
|
|
|
|
|
|
|
Continuing operations |
23,218 |
23,263 |
3,538 |
15,554 |
8,460 |
- |
45 |
74,078 |
|
Discontinued operations |
1,241 |
558 |
- |
- |
- |
11,769 |
38 |
13,606 |
|
Total Group |
24,459 |
23,821 |
3,538 |
15,554 |
8,460 |
11,769 |
83 |
87,684 |
|
Headline operating profit / (loss) |
|
|
|
|
|
|
|
|
|
Continuing operations |
3,035 |
1,585 |
437 |
3,537 |
1,573 |
- |
(2,528) |
7,639 |
|
Discontinued operations |
87 |
20 |
- |
- |
- |
1,213 |
111 |
1,431 |
|
Total Group |
3,122 |
1,605 |
437 |
3,537 |
1,573 |
1,213 |
(2,417) |
9,070 |
* In 2025, following the simplification and reorganisation of the Group into key pillars that reflect the industries in which they operate, the management structure of the agencies in the Group has changed, as has the grouping of the agencies applied by the Board when monitoring performance. Agencies and Advantage services have been reallocated between segments in these figures to reflect this new structure. 2024 results have also been restated to reflect the new structure so that the figures are comparable.
As contracts typically have an original expected duration of less than one year, the full amount of the accrued income balance at the beginning of the year is recognised in revenue during the year. The vast majority of turnover is recognised over time.
Geographical segmentation
The following table provides an analysis of the Group's operating income by region of activity:
|
|
Year to 31 |
Year to 31 |
|
|
December 2025 |
December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
UK |
67,610 |
77,345 |
|
USA |
- |
7,551 |
|
Asia |
1,227 |
2,609 |
|
Rest of Europe |
- |
179 |
|
|
68,837 |
87,684 |
3. Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from the reported figures, provide a better understanding of the underlying trading of the Group.
|
|
Year ended 31 December 2025
|
Year ended 31 December 2024
|
|
|||
|
|
PBT |
PAT |
PBT |
PAT |
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
From continuing and discontinued operations |
|
|
|
|
|
Headline profit |
2,979 |
1,944 |
6,243 |
3,570 |
|
Goodwill, intangible and right of use assets impairment |
(15,728) |
(15,728) |
- |
- |
|
(Loss) / profit on sale of subsidiary (Note 17.2) |
(959) |
(959) |
(209) |
343 |
|
Start-up costs |
(348) |
(348) |
(458) |
(390) |
|
Acquisition and disposal related items (Note 4) |
(2,369) |
(2,224) |
(2,090) |
(1,831) |
|
Restructuring costs |
(1,918) |
(1,438) |
(243) |
(243) |
|
Bank refinancing and equity raise costs |
- |
- |
(332) |
(249) |
|
Impairment of Destination CMS (Note 12) |
(357) |
(357) |
- |
- |
|
Other Destination CMS related assets impaired |
(55) |
(55) |
- |
- |
|
Reported (loss) / profit |
(18,755) |
(19,165) |
2,911 |
1,200 |
|
From continuing operations |
|
|
|
|
|
Headline profit |
2,980 |
1,944 |
4,847 |
3,485 |
|
Goodwill, intangible and right of use assets impairment |
(15,728) |
(15,728) |
- |
- |
|
Start-up costs |
(348) |
(348) |
(458) |
(390) |
|
Acquisition and disposal related items (Note 4) |
(549) |
(421) |
(2,090) |
(1,831) |
|
Restructuring costs |
(1,918) |
(1,438) |
- |
- |
|
Bank refinancing and equity raise costs |
- |
- |
(332) |
(249) |
|
Impairment of Destination CMS (Note 12) |
(357) |
(357) |
- |
- |
|
Other Destination CMS related assets impaired |
(55) |
(55) |
- |
- |
|
Reported (loss) / profit |
(15,975) |
(16,403) |
1,967 |
1,015 |
|
From discontinued operations |
|
|
|
|
|
Headline (loss) / profit |
(1) |
- |
1,396 |
85 |
|
Acquisition and disposal related items (Note 4) |
(1,820) |
(1,803) |
- |
- |
|
Restructuring costs |
- |
- |
(243) |
(243) |
|
(Loss) / profit on sale of subsidiary (Note 17.2) |
(959) |
(959) |
(209) |
343 |
|
Reported (loss) / profit |
(2,780) |
(2,762) |
944 |
185 |
In 2025, goodwill, intangible and right of use assets impairment costs relate to the impairment of the Bray Leino Group and the Solaris Group goodwill (see Note 10), and the impairment of the Balloon Dog and RJW trade names, following a review of the valuation of these cash generating units and assets. Also included are impairment charges on certain leased property in the Bray Leino Group which will no longer be fully utilised following the restructuring and consolidation of various business units.
Start-up costs derive from organically started businesses or loss-making businesses acquired and comprise the trading losses of such entities until the earlier of two years from commencement or when they show evidence of becoming sustainably profitable. Start-up costs in 2024 consisted of costs relating to the launch of Turbine and the launch of the US and Saudi offices of the Influence business. Start-up costs in 2025 consist of further costs relating to the launch of the US and Saudi offices of the Influence business.
Restructuring costs in 2024 comprised costs of closing down the BLS China office. In 2025,
restructuring costs consist largely of redundancy, PILON and TUPE related costs associated with restructuring and right sizing of various business units, including the consolidation of the Group into fewer operating units, as described elsewhere in this report.
Bank refinancing and equity raise costs in 2024 consisted of fees from various consulting and legal firms used to assist and advise the bank in the refinancing process and other related costs associated with this process, accelerated bank debt arrangement fees (see Note 5) and fees from various consulting and legal firms advising and assisting in the Board's consideration of an equity issue.
4. Acquisition and Disposal Adjustments
|
|
|
Year to 31 December 2025 |
Year to 31 December 2024 |
|
|
|
£'000 |
£'000 |
|
Movement in fair value of contingent consideration on acquisitions |
(7) |
(751) |
|
|
|
|
|
|
|
Movement in fair value of consideration on disposals |
(1,752) |
(213) |
|
|
|
|
|
|
|
Amortisation of other intangibles recognised on acquisitions |
(452) |
(685) |
|
|
|
|
|
|
|
Acquisition and disposal transaction costs expensed |
(158) |
(441) |
|
|
|
|
(2,369) |
(2,090) |
The movement in fair value of contingent consideration on acquisitions relates to a net upward (2024: upward) revision in the estimate payable to vendors of businesses acquired. This upward revision is driven by improved performance by the recent acquisitions. The movement in fair value of consideration on disposals relates to a net downward (2024: downward) revision in the estimate receivable from the sale of April Six (2024: Pathfindr). Acquisition and disposal transaction costs relate to professional fees in connection with disposals and acquisitions made or contemplated, including reverse acquisitions.
5. Net Finance Costs
|
|
Year to 31 December 2025 |
Year to 31 December 2024
|
|
|
£'000 |
£'000 |
|
Net interest on bank, overdrafts, and deposits |
(1,143) |
(2,020) |
|
Amortisation of bank debt arrangement fees |
(174) |
(44) |
|
Interest expense on lease liabilities |
(807) |
(843) |
|
Headline net finance costs |
(2,124) |
(2,907) |
|
Accelerated amortisation of debt arrangement fees (Note 3) |
- |
(90) |
|
Net Finance Costs |
(2,124) |
(2,997) |
|
|
|
|
The decrease in net interest on bank loans, overdrafts and deposits in the period is driven primarily by the reduced level of bank debt following the implementation in 2024 of the Group's value restoration plan to deleverage and restore strength to the balance sheet, which included the sale of April Six.
The increase in amortisation of bank debt arrangement fees is as a result of the Group agreeing a new revolving credit facility on 21 March 2025 and expensing all unamortised arrangement fees relating to the previous credit agreement.
In 2024, following the reduction in full year profit expectations announced to the market in 2023, the Group agreed a new revolving credit facility on 27 March 2024 and incurred additional bank debt arrangement fees which were being amortised over the period of the new facility. In addition, the remaining unamortised bank debt arrangement fees relating to the replaced facility were fully written off during 2024. These additional bank debt arrangement fees, over and above what would have been amortised had the Group not refinanced, were classified as a headline adjustment.
6. Profit Before Taxation
Profit or loss on ordinary activities before taxation is stated after charging / (crediting):
|
Profit or loss on ordinary activities before taxation is stated after charging / (crediting):
Auditors' remuneration may be analysed by:
|
|
|
7. Taxation
|
|
Year to 31 December 2025 |
Year to 31 December 2024 |
|
|
£'000 |
£'000 |
|
Current tax: |
|
|
|
UK corporation tax |
412 |
522 |
|
Adjustment for prior periods |
21 |
91 |
|
Foreign tax on profits of the period |
4 |
1,225 |
|
|
437 |
1,838 |
|
Deferred tax: |
|
|
|
Current year originating temporary differences |
(27) |
(127) |
|
Tax charge for the year |
410 |
1,711 |
Factors Affecting the Tax Charge for the Current Year:
The tax assessed for the year is higher (2024: higher) than the standard rate of corporation tax in the UK. The differences are:
|
|
Year to 31 December 2025 |
Year to 31 December 2024 |
|
|
|
|
|
|
£'000 |
£'000 |
|
(Loss) / profit before taxation |
(18,755) |
2,911 |
|
|
|
|
|
Profit on ordinary activities before tax at the standard rate of corporation tax of 25.00% (2024: 25.00%) |
(4,689) |
728 |
|
|
|
|
|
Effect of: |
|
|
|
Non-deductible expenses / income not taxable |
5,029 |
331 |
|
Differences in overseas tax rates |
61 |
682 |
|
Adjustments in respect of prior periods |
21 |
91 |
|
Other differences |
(12) |
(121) |
|
Actual tax charge for the year |
410 |
1,711 |
8. Dividends
|
|
Year to 31 December 2025 |
Year to 31 December 2024 |
|
|
£'000 |
£'000 |
|
Amounts recognised as distributions to equity holders in the year: |
|
|
|
Interim dividend of nil (2024: nil) per share |
- |
- |
|
Final dividend of nil (2024: nil) per share |
- |
- |
|
|
- |
- |
The Board has made the decision to pause further dividend payments until balance sheet strength is restored.
9. Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the following data, determined in accordance with the provisions of IAS 33: Earnings Per Share.
|
|
Year to |
Year to |
|
|
31 December 2025 |
31 December 2024 |
|
|
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
Earnings |
|
|
|
|
|
|
|
Reported (loss) / profit for the year |
|
|
|
From continuing and discontinued operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
(19,282) |
1,053 |
|
Non-controlling interests |
117 |
147 |
|
|
(19,165) |
1,200 |
|
|
|
|
|
From continuing operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
(16,523) |
889 |
|
Non-controlling interests |
120 |
126 |
|
|
(16,403) |
1,015 |
|
|
|
|
|
From discontinued operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
(2,759) |
164 |
|
Non-controlling interests |
(3) |
21 |
|
|
(2,762) |
185 |
|
|
|
|
|
Headline earnings (Note 3) |
|
|
|
From continuing and discontinued operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
1,827 |
3,423 |
|
Non-controlling interests |
117 |
147 |
|
|
1,944 |
3,570 |
|
|
|
|
|
From continuing operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
1,824 |
3,359 |
|
Non-controlling interests |
120 |
126 |
|
|
1,944 |
3,485 |
|
|
|
|
|
From discontinued operations |
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
3 |
64 |
|
Non-controlling interests |
(3) |
21 |
|
|
- |
85 |
|
|
|
|
|
|
|
|
|
Number of shares |
|
|
|
Weighted average number of Ordinary shares for the purpose of basic earnings per share |
90,680,983 |
91,140,375 |
|
Dilutive effect of securities: |
|
|
|
Employee share options |
234,192 |
242,121 |
|
Weighted average number of Ordinary shares for the purpose of diluted earnings per share |
90,915,175 |
91,382,496 |
|
|
|
|
|
|
|
|
|
Reported basis |
|
|
|
From continuing and discontinued operations |
|
|
|
Basic earnings per share (pence) |
(21.3) |
1.2 |
|
Diluted earnings per share (pence) |
(21.3) |
1.2 |
|
|
|
|
|
From continuing operations |
|
|
|
Basic earnings per share (pence) |
(18.2) |
1.0 |
|
Diluted earnings per share (pence) |
(18.2) |
1.0 |
|
|
|
|
|
From discontinued operations |
|
|
|
Basic earnings per share (pence) |
(3.0) |
0.2 |
|
Diluted earnings per share (pence) |
(3.0) |
0.2 |
|
|
|
|
|
|
|
|
|
Headline basis: |
|
|
|
From continuing and discontinued operations |
|
|
|
Basic earnings per share (pence) |
2.0 |
3.8 |
|
Diluted earnings per share (pence) |
2.0 |
3.7 |
|
|
|
|
|
From continuing operations |
|
|
|
Basic earnings per share (pence) |
2.0 |
3.7 |
|
Diluted earnings per share (pence) |
2.0 |
3.7 |
|
|
|
|
|
From discontinued operations |
|
|
|
Basic earnings per share (pence) |
0.0 |
0.1 |
|
Diluted earnings per share (pence) |
0.0 |
0.1 |
A reconciliation of the profit after tax on a reported basis and the headline basis is given in Note 3.
10. Intangible Assets
|
|
31 December 2025 |
31 December 2024 |
|
|
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
Goodwill |
62,524 |
77,752 |
|
Other intangible assets |
2,103 |
1,870 |
|
|
64,627 |
79,622 |
In accordance with the Group's accounting policies, an annual impairment test is applied to the carrying value of goodwill. The review performed assesses whether the carrying value of goodwill is supported by the net present value of projected cash flows derived from the underlying assets for each cash-generating unit ("CGU"), discounted using an appropriate discount rate. The initial projection period of three years includes the annual budget for each CGU, based on insight into Clients' planned marketing expenditure and targets for net new business growth derived from historical experience, and extrapolations of the budget in subsequent years based on known factors and estimated trends. The key assumptions used by each CGU concern revenue growth and staffing levels, and different assumptions are made by different CGUs based on their individual circumstances. These assumptions are arrived at after considering factors such as historical client spend and levels of client retention, client wins secured and historical ratios of staff costs to revenue. Beyond this initial projection period, a generic long term growth rate of 2.0% is assumed for all units based on information published by market analysts. The resulting pre-tax cash flow forecasts were discounted using the Group's estimated pre-tax Weighted Average Cost of Capital ("WACC"), which is 10.5% (2024: 8.3%).
As a result of the performance of the operations making up the Bray Leino and the Solaris Groups, and having calculated the net present value of projected cash flows derived from these operations using forecasts which were sensitised for levels of new business, based on historic performance of achieving such forecasts, along with expected cost savings, the Directors considered it prudent to impair £14,872,000 of goodwill relating to these CGUs. No other impairments in goodwill were required.
Due to the nature of the calculations, which record the operations at their forecast recoverable amounts (using the assumptions set out above), any adverse movement in the assumptions used results in further impairment to goodwill of the Bray Leino and Solaris Groups. Nevertheless, management has considered other scenarios and sensitivities. A 1% increase in the discount rate would result in an additional impairment of £5.2m; a 10% reduction to forecasted performance would result in an additional impairment of £4.9m; a nil long term growth rate would result in an additional impairment of £7.4m; and no growth in years 2027, 2028 and 2029 would result in an additional impairment of £2.4m. All of these impairments would be to the Bray Leino and Solaris Groups. None of the scenarios and sensitivities would result in any impairment to the other CGUs.
11. Right of Use Assets
The Group leases several assets including property, office equipment, computer equipment and motor vehicles.
|
|
Property |
Office equipment, computer equipment and motor vehicles |
Total |
|
|
|
|
|
|
|
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
At 1 January 2024 |
22,884 |
2,408 |
25,292 |
|
Additions |
181 |
417 |
598 |
|
Disposals |
(1,430) |
(769) |
(2,199) |
|
At 31 December 2024 |
21,635 |
2,056 |
23,691 |
|
Additions |
472 |
536 |
1,008 |
|
Disposals |
(1,127) |
(561) |
(1,688) |
|
At 31 December 2025 |
20,980 |
2,031 |
23,011 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
At 1 January 2024 |
6,883 |
1,977 |
8,860 |
|
Charge for the year |
2,200 |
313 |
2,513 |
|
Disposals |
(1,407) |
(769) |
(2,176) |
|
At 31 December 2024 |
7,676 |
1,521 |
9,197 |
|
Impairment during the year |
559 |
- |
559 |
|
Charge for the year |
2,077 |
326 |
2,403 |
|
Disposals |
(1,127) |
(541) |
(1,668) |
|
At 31 December 2025 |
9,185 |
1,306 |
10,491 |
|
|
|
|
|
|
Net book value at 31 December 2025 |
11,795 |
725 |
12,520 |
|
Net book value at 31 December 2024 |
13,959 |
535 |
14,494 |
12. Investments, Associates and Joint Ventures
|
|
Year to |
Year to |
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
At 1 January |
667 |
587 |
|
Impairment during the year |
(369) |
- |
|
Profit during the year |
37 |
80 |
|
At 31 December |
335 |
667 |
|
|
|
|
During the year, the value of the associate, representing the Group's 50% share of Destination CMS, was impaired by £357,000 down to its fair value, being the Group's share of its net assets. In addition, the investment in Heat Genius amounting to £12,000 was written off in full.
13. Trade and Other Receivables
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Trade receivables |
20,101 |
21,119 |
|
Accrued income |
19,689 |
16,050 |
|
Prepayments |
3,783 |
4,208 |
|
Other receivables |
1,613 |
3,001 |
|
|
45,186 |
44,378 |
An allowance has been made for estimated irrecoverable amounts from the provision of services of £119,000 (2024: £137,000).
The estimated irrecoverable amount is arrived at by considering the historical loss rate and adjusting for current expectations, Client base and economic conditions. Both historical losses and expected future losses being very low, the Directors consider it appropriate to apply a single average rate for expected credit losses to the overall population of trade receivables and accrued income. Accrued income relates to unbilled work in progress and has substantially the same risk characteristics as the trade receivables for the same types of contracts. The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
|
|
31 December 2025 |
31 December 2024 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
Gross trade receivables |
20,220 |
21,256 |
|
|
Gross accrued income |
19,689 |
16,050 |
|
|
Total trade receivables and accrued income |
39,909 |
37,306 |
|
|
|
|
|
|
|
Expected loss rate |
0.3% |
0.4% |
|
|
Provision for doubtful debts |
119 |
137 |
|
|
|
|
||
Trade receivables include £5.1m (2024: £5.0m) that is past due but not impaired, of which £0.3m (2024: £0.5m) is greater than 3 months past due.
14. Trade and Other Payables
|
|
31 December 2025 |
31 December 2024 |
|
|
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
Trade creditors |
14,419 |
11,861 |
|
Deferred income |
5,806 |
4,937 |
|
Other creditors and accruals |
14,881 |
12,779 |
|
Other tax and social security payable |
6,480 |
4,035 |
|
Lease liabilities (Note 16) |
2,285 |
2,352 |
|
|
43,871 |
35,964 |
Accruals have increased this year largely as a result of activity in our Events business, more specifically the Osaka Expo which was completed shortly before year end. Media accruals are also higher this year than last.
15. Bank Overdrafts, Loans and Net Bank Debt
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Bank loan outstanding |
15,000 |
20,015 |
|
Unamortised bank debt arrangement fees |
(107) |
(132) |
|
Carrying value of loan outstanding |
14,893 |
19,883 |
|
Less: Cash and short term deposits |
(5,923) |
(10,385) |
|
Net bank debt |
8,970 |
9,498 |
|
|
|
|
|
The borrowings are repayable as follows: |
|
|
|
Less than one year |
- |
11 |
|
In one to two years |
- |
20,004 |
|
In two to three years |
15,000 |
- |
|
|
15,000 |
20,015 |
|
|
|
|
|
Unamortised bank debt arrangement fees |
(107) |
(132) |
|
|
14,893 |
19,883 |
|
Less: Amount due for settlement within 12 months (shown under current liabilities) |
- |
(11) |
|
Amount due for settlement after 12 months |
14,893 |
19,872 |
Bank debt arrangement fees, where they can be amortised over the life of the loan facility, are included in finance costs. The unamortised portion is reported as a reduction in bank loans outstanding.
At 31 December 2025, the Group's committed bank facilities comprised a revolving credit facility of £15.0m, expiring on 21 March 2028, with an option, upon obtaining lender approval, to increase the facility by £5m. In addition, there is an option to extend the facility by one year, and a further option to extend it by another year, subject to credit approval. Interest on the facility is based on SONIA (sterling overnight index average) plus a margin of between 1.75% and 2.25% depending on the Group's debt leverage ratio, payable in cash on loan rollover dates.
In addition to its committed facilities, the Group has available an overdraft facility of up to £3.0m with interest payable by reference to National Westminster Bank plc Base Rate plus 2.25%.
At 31 December 2025, there was a cross guarantee structure in place with the Group's bankers by means of a fixed and floating charge over all of the assets of the Group companies in favour of National Westminster Bank plc.
All borrowings are in sterling.
16. Lease Liabilities
Obligations under leases are due as follows:
|
|
31 December 2025 |
31 December 2024 |
|
|
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
In one year or less (shown in trade and other payables) |
2,285 |
2,352 |
|
In more than one year |
12,722 |
14,041 |
|
|
15,007 |
16,393 |
17. Acquisitions and Disposals
17.1 Acquisition Obligations
The terms of an acquisition provide that the value of the purchase consideration, which may be payable in cash or shares at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for contingent consideration payments is as follows:
|
|
31 December 2025 |
31 December 2024 |
||||
|
|
Cash £'000 |
Shares £'000 |
Total £'000 |
Cash £'000 |
Shares £'000 |
Total £'000 |
|
Less than one year |
1,396 |
22 |
1,418 |
3,396 |
24 |
3,420 |
|
Between one and two years |
- |
- |
- |
1,239 |
- |
1,239 |
|
|
|
|
|
|
|
|
|
|
1,396 |
22 |
1,418 |
4,635 |
24 |
4,659 |
A reconciliation of acquisition obligations during the period is as follows:
|
|
Cash £'000 |
Shares £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
At 31 December 2024 |
4,635 |
24 |
4,659 |
|
|
Obligations settled in the period |
(3,248) |
- |
(3,248) |
|
|
Adjustments to estimates of obligations |
9 |
(2) |
7 |
|
|
At 31 December 2025 |
1,396 |
22 |
1,418 |
|
17.2 Sale of Bray Leino Splash Pte. Ltd and its subsidiaries
On 31 March 2025, as part of the Group's restructuring and simplification plan, the Group disposed of the entire issued share capital of Bray Leino Splash Pte. Ltd and its subsidiaries (together referred to as "Splash"). The fair value of the consideration for the disposal was £112,707 comprising upfront cash consideration.
The consideration, assets disposed of and costs of disposal were as follows:
|
|
|
|
£'000 |
||
|
|
|
|
|
||
|
Upfront cash consideration received |
|
|
113 |
||
|
Total consideration |
|
|
113 |
||
|
|
|
|
|
||
|
Net assets disposed of: |
|
|
|
||
|
Fixed assets |
|
|
9 |
||
|
Trade and other receivables |
|
|
549 |
||
|
Corporation tax asset |
|
|
84 |
||
|
Cash |
|
|
367 |
||
|
Trade and other payables |
|
|
(466) |
||
|
|
|
|
543 |
||
|
Splash trade name |
|
|
286 |
||
|
Goodwill of Splash |
|
|
356 |
||
|
Total net assets disposed of |
|
|
1,185 |
||
|
Minority shareholders share of net assets |
|
|
(43) |
||
|
Group's share net assets disposed of |
|
|
1,142 |
||
|
Disposal and related costs |
|
|
- |
||
|
Total cost of disposal |
|
|
1,142 |
||
|
|
|
|
|
||
|
Loss on sale of Splash prior to realisation of foreign currency translation reserve |
|
|
1,029 |
||
|
Realisation of foreign currency translation reserve* |
|
|
(70) |
||
|
Total loss on sale of Splash |
|
|
959 |
||
* Cumulative translation differences previously held in equity and recycled to the income statement on disposal of foreign operations.
18. Share Capital
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Allotted and called up: |
|
|
|
92,238,119 Ordinary shares of 10p each (2024: 92,238,119 Ordinary shares of 10p each) |
9,224 |
9,224 |
Share-based incentives
The Group has the following share-based incentives in issue:
|
|
At start of year |
Granted/ acquired |
Waived/ lapsed |
Exercised |
At end of year |
|
TMMG Long Term Incentive Plan |
234,192 |
- |
- |
- |
234,192 |
|
Growth Share Scheme |
2,621,234 |
- |
(2,621,234) |
- |
- |
The TMMG Long Term Incentive Plan ("LTIP") was created to incentivise senior employees across the Group. Nil-cost options are awarded at the discretion of, and vest based on criteria established by, the Remuneration Committee. During the year, no options were exercised at and at the end of the year 234,192 of the outstanding options are exercisable.
Shares held in an Employee Benefit Trust (see Note 19) will be used to satisfy share options exercised under the Long Term Incentive Plan.
A Growth Share Scheme was implemented in June 2021. Participants in the scheme subscribed for Ordinary B shares in The Mission Marketing Holdings Limited (the "growth shares") at a nominal value. If the share price of The Mission Group plc equalled or exceeded 150p for at least 15 consecutive days during the period ending on the date the Group's financial results for the year ended 31st December 2023 were announced, these growth shares could be exchanged for an equivalent number of Ordinary Shares in The Mission Group plc. If not, they have no value. The share price did not equal or exceed 150p for the required period and therefore these growth shares cannot be exchanged for an equivalent number of Ordinary Shares in The Mission Group plc and therefore have no value. The Mission Group plc has the right to purchase the growth shares from each participant in the scheme for £1 in aggregate. This purchase of the Ordinary B shares by The Mission Group plc will be completed in 2026.
19. Own Shares
|
|
No. of shares |
£'000 |
|
At 1 January 2024 |
1,397,221 |
942 |
|
Awarded or sold during the year |
(1,074,217) |
(751) |
|
At 31 December 2024 |
323,004 |
191 |
|
Purchased during the year |
1,317,000 |
388 |
|
At 31 December 2025 |
1,640,004 |
579 |
During the year 1,317,000 shares were purchased under a share buyback program. In addition to these shares 323,004 (2024: 323,004) shares are held in an Employee Benefit Trust to meet certain requirements of the Long Term Incentive Plan. Shares can also be used to settle outstanding acquisition consideration.
20. Post Balance Sheet Events
In February 2026, the Group announced and put in place a new senior management retention and incentive scheme, in the form of a Growth Share Scheme Arrangement. Under the Scheme, selected individuals were awarded, in total, 10,000,000 B ordinary shares in The Mission Marketing Holdings Limited. If at any time in the period between the issuing of the shares in February 2026 and the date the MISSION's financial results for the year ended 31st December 2028 are announced, the closing share price of The Mission Group plc equals or exceeds 35p per share for fifteen consecutive days when the AIM market is open for business, the vesting condition is met. If the vesting condition is met, those individuals who still hold B Shares at the relevant time will be entitled to require MISSION to acquire their B Shares. MISSION, in its absolute discretion, can determine to pay for the B Shares in cash (calculated on the basis of a price per B Share equal to the share price of The Mission Group plc Ordinary Share at that time) , in Ordinary Shares of 10p each in The Mission Group plc (calculated on the basis of one Ordinary Share for each B Share) or in a combination of Ordinary Shares and cash. The B Shares have no value if the Vesting Condition is not met.
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