REG - Brave Bison Grp PLC - Final Results
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RNS Number : 4860C Brave Bison Group PLC 30 April 2026
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
30 April 2026
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Annual Results
FY25 Adj. PBT and EBITDA ahead of consensus expectations ((4))
FY26 outlook upgraded following 18%+ organic growth
in MiniMBA and continued momentum in Sport & Entertainment
FY25 dividend per share increased 10% YoY
Brave Bison, the next-generation marketing and technology partner for global
brands, today releases its audited results for the year ending 31 December
2025 ("FY25").
Oliver Green, Chairman, commented:
"2025 marks our fifth year as management of Brave Bison and we are pleased to
report a fifth year of consecutive growth in net revenue, adjusted EBITDA and
adjusted earnings per share.
We made five acquisitions during the period, two of which are already
outperforming expectations, we continue to develop our industry-leading AI
proposition, and we welcomed new clients, staff and investors throughout the
year.
Momentum is strong and we are excited for the year ahead. MiniMBA has
announced a record contract win and we are now the largest shareholder in
System1 Group plc, one of the industry leaders in marketing effectiveness - a
fast-growing corner of our ecosystem".
FY25 Financial Highlights
Audited FY25 FY24 Change FY23
Turnover / Billings ((1)) £54.3m £32.8m +65% £35.7m
Net Revenue £34.1m £21.3m +60% £20.9m
Adj. EBITDA ((2)) £6.8m £4.5m +51% £4.3m
Adj. EBITDA Margin 19.9% 21.0% (110bps) 20.5%
Adj. Profit Before Tax ((3)) £5.6m £3.9m +44% £3.6m
Acquisition Costs £2.3m £0.3m £0.8m
Restructuring & Integration Costs £0.9m £0.9m £0.8m
Share Based Payments £0.2m £0.4m £0.4m
Impairments & Amortisation of Acquired Intangibles £1.6m £0.4m £0.4m
Profit Before Tax £0.7m £2.0m (65%) £1.1m
Adj. Basic EPS ((4)) 6.9p 6.1p +15% 5.7p
Net Cash £4.3m £7.5m (42%) £6.8m
Small apparent errors due to rounding, restated to reflect 20:1 share
consolidation
· Net revenue of £34.1m (FY24: £21.3m), Adj. EBITDA of £6.8m
(FY24: £4.5m) and Adj. profit before tax of £5.6m (FY24: £3.9m), all ahead
of recently upgraded consensus expectations
· Fifth consecutive year of growth in net revenue, Adj. EBITDA and
Adj. basic EPS. Net revenue has increased by more than 8x since 2020 and Adj.
basic EPS has grown by an annual compound growth rate of 18% over four years
FY20 FY21 FY22 FY23 FY24 FY25
Net Revenue £4.0m £7.8m £16.9m £20.9m £21.3m £34.1m
Adj. EBITDA ((2)) £0.1m £1.8m £3.0m £4.3m £4.5m £6.8m
Adj. Basic EPS ((5)) (5.1p) 3.7p 4.9p 5.7p 6.1p 6.9p
· Adj. EBITDA margin of 19.9% (FY24: 21.0%), a reduction of 110bps
year-on-year and within target range. The lower margin reflects the expected
dilution from Engage and The Fifth acquisitions, which were loss-making at the
time of completion. The margin increased from 19.2% in H1 to 20.4% in H2 to
deliver an FY25 margin of 19.9%
· Statutory profit before tax of £0.7m (FY24: £2.0m), a reduction
of 65% year-on-year, reflecting exceptional acquisition-related expenses and
restructuring costs totalling £3.3m (FY24: £1.3m) as a result of the five
acquisitions made in the period (FY24: none)
· Non-cash adjustments include share-based payments of £0.2m
(FY24: £0.4m) and amortisation of acquired intangibles £1.6m (FY24: £0.4m)
· Adj. basic EPS of 6.9p (FY24: 6.1p), growth of 14% year-on-year
and ahead of consensus expectations. Adj. basic EPS adjusted to exclude the
benefit of tax credits received and deferred tax assets recognised during the
period
· Net cash of £4.3m at 31 December 2025 (FY24: £7.5m). Balance
sheet cash was deployed on several acquisitions during the period
· The Board is declaring dividend payments for the year ended 31
December 2025 of an aggregate of £0.5m (FY24: £0.3m), equating to 0.44p per
share (FY24: 0.40p) and an increase of 10% year-on-year
· Subject to ratification at the Company's AGM, the dividend will
be paid on 26 June 2026 to shareholders listed on the register of members on
29 May 2026. The shares will be marked ex-dividend on 28 May 2026.
FY25 Strategic Highlights
· Acquisition of MiniMBA, a category-leading training and eLearning
business for marketing professionals. Almost 6,000 marketing professionals
take MiniMBA courses every year and the platform has trained 40,000 delegates
since inception, including from global brands such as American Express,
McDonald's, Google, British Airways, Nestle and Salesforce
· MiniMBA now forms the cornerstone of the Group's new skills and
capabilities practice that sits alongside, but operates independently from,
Brave Bison's existing operations. This new practice will allow Brave Bison to
better service CMOs, cementing the Company as the marketing and technology
partner-of-choice for future-focused brands
· Acquisition of MTM, an insights and strategy consulting firm. MTM
provides commercial strategy consulting and audience insight through
qualitative and quantitative research and owns the data platform 3 Reasons, a
proprietary forecasting model, as well as HEART, a growth framework for
subscription and digital services brands to improve customer retention.
Customers include global technology and media companies such as Google, Figma,
Samsung and Spotify, as well as sports rights holders including Formula E, and
ECB
· Further bolt-on acquisitions completed including Builtvisible, a
specialist search engine optimisation business, Engage, a sports marketing
company, and The Fifth, an influencer marketing agency specialising in
entertainment customers
· Brave Bison's entertainment network streamed La Casa de Alofoke,
the largest-ever YouTube live stream with 900 hours of continuous content that
reached 2.1m concurrent viewers
· Strong year for new business wins with new clients including
Nestle, ServiceNow, The Travel Corporation, Primark, loveholidays, Guiness
World Records and Tottenham Hotspur FC
· AudienceGPT, a proprietary AI tool developed by Brave Bison to
give customers quick access to synthetic audiences, won 'Best Operational Use
of AI' at the Campaign Tech Awards. AdStudio, a performance creative solution
that uses AI to produce creative assets at scale, won a Meta Agency Award.
Brave Bison's AI tools are being used by Aviva, New Balance, The Very Group,
Tottenham Hotspur and others
· Brave Bison successfully completed a £15.5m equity fundraising
in July 2025 and welcomed new strategic investors during the year including
Professor Mark Ritson, founder of MiniMBA, and News Corp., the global media
and information business
· The average number of employees employed by the Group during the
year was 319 (FY24: 192). The total headcount at year end was 381 (FY24: 291)
FY26 Outlook
· The Board expects net revenue and Adj. EBITDA to exceed current
consensus expectations for FY26 ((5)). Net revenue in Q1 FY26 is expected to
increase 58% year-on-year, an encouraging performance despite the conflict in
the Middle East causing some clients to review spending
· Continued strong momentum in the Group's Sport &
Entertainment division after success with livestreamed events in Q4 FY25
( )
· MiniMBA, the Group's training and eLearning platform, has traded
ahead of Board expectations in FY26 year-to-date and is forecast to grow
organically by over 18% compared to the previous year
· In March 2026, Brave Bison announced the acquisition of a 28%
shareholding in System1 Group plc ("System1"), an AIM-quoted and
industry-leading marketing effectiveness platform. Brave Bison continues to
work constructively with the Board of System1 to maximise shareholder value
and is pleased to report an unrealised gain as at 28 April 2026 of c.£1.7m on
the strategic investment
· The Board expects to be in a net cash position at 30 June 2026
following continued cash generation, despite the cash cost of the System1
investment
· Appointment of Yvonne Monaghan as Non-Executive Director and
Chair of Audit Committee (announced separately today), further strengthening
corporate governance in line with the Group's continued growth
(1) Turnover / Billings includes pass-through costs such as media spend
and revenue share from platforms and partner channels.
(2) Adj. EBITDA is defined as earnings before interest, taxation,
depreciation and amortisation, and after adding back acquisition costs,
restructuring costs and share-based payments. Under IFRS16 most of the costs
associated with property leases are classified as depreciation and interest,
therefore Adj. EBITDA is stated before deducting these costs.
(3) Adj. Profit Before Tax is defined as profit before tax after adding
back acquisition costs, restructuring costs, impairments, amortisation of
acquired intangibles and share-based payments.
(4) Adj. Basic EPS is equal to Adj. Profit After Tax, (being Adj. Profit
Before Tax less current year operating tax charges), divided by the basic
weighted average number of shares in issue. Adj. Basic EPS is adjusted to
exclude exceptional tax charges or deferred tax charges/credits
(5) Consensus expectations as at 29 April 2026: FY25 net revenue £33.5m,
Adj. EBITDA £6.5m, Adj. Basic EPS 6.4p, FY26 net revenue £44.8m, adj. EBITDA
£9.4m, Adj. Basic EPS 7.1p
For further information please contact:
Brave Bison Group
plc
via Cavendish
Oliver Green, Executive
Chairman
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital
Markets
Tel: +44 (0) 20 7220 0500
Nominated Adviser & Joint Broker
Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance
Michael Johnson / Sunila de Silva - ECM
Singer Capital
Markets
Tel: +44 (0) 20 7496 3000
Joint Broker
Paul Richards
Alex Bond
About Brave Bison
Brave Bison is a next-generation marketing and technology partner to global
brands. We sell services, training and media to the largest advertisers in the
world. Operating across eight countries, our team of approximately 350 people
is based in key hubs in the UK, US, India, Egypt and Australia, with
additional remote talent across Europe.
Brave Bison operates through three divisions. Our Consultancy & Marketing
Services division deploys insight-led and AI-enabled growth strategies using
social and digital media, working on behalf of global brands including New
Balance, Primark and Google. Our Sport & Entertainment division works with
global rights holders and entertainment companies such as PGA Tour, US Open,
Real Madrid and Guiness World Records to monetise content on YouTube and grow
fan engagement online. Our Marketing Skills & Capabilities division
comprises MiniMBA, an eLearning platform that provides MBA-level marketing
education for enterprise brands such as Nestle, Carlsberg and Salesforce.
Brave Bison is the largest shareholder in System1 Group plc, a UK-based
marketing research platform that helps brands improve the effectiveness of
their advertising using behavioural science and proprietary testing tools. Its
platform combines consumer insight with data analytics to guide creative
development, media planning, and brand strategy for global advertisers
including TikTok, Pfizer and Ikea. System1 is listed on the AIM market of the
London Stock Exchange and Brave Bison owns a 28% shareholding.
Chairman's Review
2025 was another transformational year for Brave Bison, delivering a step
change in scale, capability and ambition. Net revenue increased by 60% to
£34.1 million, driven by strong organic performance and the contribution from
five acquisitions completed during the year. Adjusted EBITDA grew by 51% to
£6.8 million, a margin of 20% and within our target range. These results mark
our fifth year as management of Brave Bison and a fifth year of consecutive
growth in net revenue, adjusted EBITDA and adjusted earnings per share.
The marketing landscape is in the middle of a profound structural change. For
decades, scale meant advantage, with global advertising networks able to
out-invest and out-distribute smaller competitors. In an AI-driven world, that
dynamic is shifting. Access to powerful technology is increasingly
democratised, and advantage now lies with organisations that combine
best-in-class AI tools with strategic judgement, creative excellence and
cultural insight. We have built Brave Bison for this environment. We believe
the marketing partner of the future will augment machine intelligence with
human expertise-using AI to inform, accelerate and optimise, while experienced
practitioners and specialists translate that intelligence into ideas and
outcomes that drive business growth.
In 2025, we completed an oversubscribed share placing, our third in five
years, raising £15.5 million of new equity capital. Strong demand from both
existing and new shareholders reflects confidence in our strategy and our
ability to execute against a significant market opportunity. Outside of our
financial and institutional shareholder base, we were pleased to welcome new
strategic investors throughout the year, including News Corp., the global
media and information business, and Professor Mark Ritson, an industry thought
leader and founder of MiniMBA. We remain disciplined in capital allocation,
deploying funds to acquire high-quality, complementary businesses that enhance
our capabilities and accelerate growth.
In a year of rapid acquisitive growth, we have focused on where we see our
markets heading. We acquired fan engagement specialists Engage ahead of a huge
18 months of global sporting tournaments, we acquired search engine
optimisation specialists Builtvisible in a swell of AI-powered search
behaviour, and we invested further into influencer marketing with The Fifth
just as global consumer goods group Unilever announced a significant pivot
away from traditional media and into creator-led marketing.
Other acquisitions in MiniMBA and MTM have diversified our offer beyond
marketing services into training and strategy consulting, embedding us further
upstream with the C-suite as a trusted strategic advisor. Collectively, these
additions strengthen our position across the marketing value chain, spanning
strategy, creativity, content, media and skills development.
Whilst pursuing our acquisition strategy, we have continued to invest in the
Brave Bison brand and community. Through thought leadership platforms such as
SocialMinds, BraveTalk and our live in-person events programme, we are
building an engaged network of practitioners and decision-makers. Our events
in London and Manchester attracted hundreds of senior marketers, while our
content platforms hosted leading voices from brands including Vodafone,
Domino's and Unilever. These activities are strengthening our market presence
and reinforcing our position as a recognised industry leader.
Our enhanced proposition is resonating with clients. During the year, we
secured mandates from a range of new, blue-chip and high-growth organisations,
including Primark, Electronic Arts, Guinness World Records, Red Bull, Airbnb,
loveholidays, Barbour, Caffè Nero, ATP and EQT. We've also significantly
scaled advertising revenue from our YouTube media network, in a year where the
platform overtook traditional broadcast channels in monthly viewing figures
for the first time in history.
Innovation remains central to our organic growth strategy. We were pleased to
receive a Campaign Tech Award for AudienceGPT, our AI-powered audience
intelligence platform that identifies, segments and predicts high-value
consumer audiences to improve marketing performance, recognising our
application of AI to real marketing challenges. We also established a
strategic partnership with Professor Mark Ritson which, alongside our
acquisition of MiniMBA, strengthens our position at the intersection of
marketing excellence and effectiveness.
Following the year end, we announced a strategic investment in System1 Group
plc, a leading creative effectiveness platform. This investment reflects our
conviction that the future of marketing will be defined by the integration of
creativity and predictive measurement. System1 uses behavioural science and a
proprietary database of over 150,000 adverts-categorised and scored by
category and emotional response-to predict advertising effectiveness. In an
AI-driven world, where content production becomes faster and cheaper, the
scarce advantage shifts to understanding what truly works-making this
structured dataset of human emotional response an increasingly valuable
decision-making layer on top of generative AI.
On behalf of the Board, I would like to thank our people for their continued
hard work and commitment, and our clients, partners and shareholders for their
ongoing support. We enter 2026 with strong momentum and confidence in our
strategy, and with a clear ambition: to build a distinctive, high-performing
company that helps brands grow in an AI-first world, and delivers sustainable
long-term value for all stakeholders.
Oliver Green
Executive Chairman
29 April 2026
CFO's Review
2025 was a period of transformational growth for Brave Bison as we broadened
our offering, revenue model and customer base through a combination of
acquisitions and client wins.
Overall, net revenue increased by 60% to £34.1 million (2024: £21.3 million)
and adjusted profit before tax, a measure of underlying profitability,
increased by 44% to £5.6 million (2024: £3.9 million).
We completed 5 acquisitions in the year, falling into two categories. Firstly,
we made acquisitions which significantly enhanced and extended our existing
capabilities, focused mainly on our Consultancy & Marketing Services and
Sport & Entertainment divisions. These acquisitions included Builtvisible,
The Fifth, MTM and Engage.
Secondly, we announced the transformational acquisition of MiniMBA, one of the
UK's leading online learning platforms for marketing professionals. The
acquisition of MinMBA means we can deliver a more rounded offering to our
clients as a partner for marketing excellence across not only executional
marketing campaigns, consultancy and fan engagement, but also marketing
training. Our strategic investment in System1 in March 2026 is another step
towards being able to deliver support and results for CMOs across the full
spectrum of their requirements.
Principal Activities
The step-change in the business's size during the year has inevitably
developed the way in which we think about and monitor it. From the perspective
of the services which we are providing to clients, we now talk about ourselves
as having 3 business units - Sport & Entertainment, Consultancy &
Marketing Services and Training.
From a segmental reporting perspective, however, we look at the business split
between services revenue and platform revenue. Services revenue is largely
charged on the basis of the time required to deliver work for our clients. We
have built up reporting and tools for managing this part of our business which
enables us to plug in new acquisitions and improve margins. Platform revenue
consists of our advertising revenue share from our media network, alongside
the MiniMBA course revenue. We look at this separately as it is far more
scalable, since there is almost no marginal cost to growing channel or course
revenues. However, there is potentially more requirement for capital
expenditure around product development.
We had a stand-out year on the Sport & Entertainment front following huge
success from the channels we run on behalf of global sports federations,
rights holders and media owners. We saw particular success with channels from
Spanish-language entertainment property Alofoke, whose YouTube livestream 'La
Casa de Alofoke' attained the world record for the longest livestream ever,
and delivered significant revenue. We also developed our proposition further
with the acquisition of Engage which helped with the new business efforts as
we gained access to more senior marketeers in significant sporting
federations.
Within our Consultancy & Marketing Services business unit we saw good
organic growth as well as growth from the Builtvisible acquisition within
performance marketing. Our social media marketing division saw some revenue
reductions as a result of a large client moving to a more mixed roster of
agencies, however we also saw some significant client wins such as Primark in
this part of the business towards the end of the year.
Training is a new business unit for us this year, but we are excited about the
potential here. We have been rebooting the marketing and sales team with a
number of new hires, as well as looking at potential product development, and
partnerships to drive revenue in different markets.
Margins and Operations
Our adjusted EBITDA margin in 2025 was 20%, down from 21% in 2024. This
minor reduction is due to the fact that some of our acquisitions during the
period have been historically operating at lower margins. As we have
integrated these into the group these margins have improved, however it
typically takes 12 months or so for them to reach the same levels as the rest
of our business. We are also investing in teams focused on AI tooling and
development, which we anticipate having a positive impact on margins and
competitiveness in future years, but which we are currently not capitalising.
Exceptional Costs and Adjustments
The most significant exceptional costs were unsurprisingly associated with the
acquisitions which we made during the year. We had £2.3 million (2024: £0.3
million) of acquisition costs, which related to legal fees, due diligence
fees, and fundraising fees associated with our oversubscribed £15.5 million
fundraising ahead of our acquisition of the MiniMBA.
During the year Brave Bison incurred restructuring costs of £0.9 million
(2024: £0.9 million). This related to a mixture of termination payments
relating to staff costs associated with some of the lower margin acquisitions
during the year which required restructuring, and duplicate IT contracts where
we have been able to achieve synergies going forwards. There was also an
element relating to property leases associated with acquisitions which were
unused and have now been terminated.Amortisation of acquired intangibles
relates to the amortisation of customer relationships, brand names and online
content arising from our recent acquisitions.
Equity settled share-based payments relate to
the value of share awards that
have been granted
to employees of the Group.
2025 2024
£000's £000's
Adjusted EBITDA 6,793 4,491
Finance costs (437) (195)
Finance income 96 252
Depreciation (830) (644)
Adjusted Profit before tax 5,622 3,904
Restructuring costs (925) (927)
Acquisition costs (2,282) (255)
Amortisation of acquired intangibles (1,579) (387)
Equity settled share based payments (154) (383)
Profit before tax 682 1,952
Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its
performance and is defined as earnings before interest, taxation, depreciation
and amortisation and after add back of costs related to restructuring,
acquisitions and share based payments. It should be noted that a portion of
the property costs
in both 2025 and 2024 fall into the finance costs and
depreciation lines as a result of the introduction of
IFRS 16 'Leases'.
As a result, the Group also uses adjusted profit before
tax as a measure of
performance, which is stated
after add back of costs related to
restructuring, acquisitions, share based payments, impairments and
amortisation of acquired intangibles, but which is after the deduction of
costs associated with property leases.
The statutory profit before tax for the year reduced to £0.7 million (2024:
£2 million),
a reduction of 65%. This was due to the acquisition costs and
increased amortisation of acquired intangibles detailed above.
Financial Position
Brave Bison ended the period with cash resources
of £10.5 million (2024:
£7.6 million) and net cash after deducting outstanding bank loans of £4.3
million (2024: £7.5 million).
The reduction in net cash is attributable to acquisition related outflows. The
company had strong operating activity inflows of £8.0 million during the
period (2024: £1.6 million), resulting in a closing cash position ahead of
market forecasts. This was partly due to strong performance in our Sport &
Entertainment business unit in Q4, which has a disproportionately positive
impact on our cash balances due to the timing of cashflows from the social
media platforms.
We agreed a £10 million revolving credit facility with Barclays during the
year ahead of the acquisition of MiniMBA and MTM. £6 million was drawn as at
the year end.
The Group is carrying intangible assets of £49.7 million (2024: £12.3
million). This has increased significantly due to the acquisitions during the
year. Non-acquisition related intangible asset additions were £0.1 million
and related to MiniMBA course content development.
Capital Allocation Policy
The group maintains a disciplined capital allocation policy. We are looking to
repay our existing debt within the year, however the priority remains the
ongoing investment into the business to support the long-term growth of the
Company. As shown during 2025, this is likely to consist of both bolt-on
acquisitions to enhance key business areas, and more transformational
acquisitions which help to cement our position as a partner to CMOs helping to
deliver marketing excellence.
We do intend to continue to pay a small dividend to return cash to
shareholders alongside this, and are declaring a final dividend for the year
of £0.5 million (FY24: £0.3 million), equivalent to 0.44p per share (FY24:
0.4p per share after adjusting for the share consolidation). Subject to
ratification at the Company's AGM, the dividend will be paid on 26 June 2026
to shareholders listed on the register of members on 29 May 2026. The shares
will be marked ex-dividend on 28 May 2026.
Key Performance Indicators
2025 2024
£000's £000's
Revenue 54,324 32,828
Gross Profit 34,149 21,341
Adjusted EBITDA 6,793 4,491
Adjusted Profit Before Tax 5,622 3,904
Adjusted Earnings per ordinary share (pence) 6.94 6.06
Profit before tax 682 1,952
Gross Cash 10,496 7,603
Net Cash 4,292 7,468
The movements in these key performance indicators
are discussed above, and
in the Chairman's review.
Philippa Norridge
Chief Financial Officer
29 April 2026
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
31 31
Note December December
2025 2024
£000's £000's
Revenue 6 54,324 32,828
Cost of sales (20,175) (11,487)
Gross profit 34,149 21,341
Administration expenses (33,126) (19,446)
Operating profit 7 1,023 1,895
Finance costs 9 (437) (195)
Finance income 9 96 252
Profit before tax 7 682 1,952
Analysed as
Adjusted EBITDA 6,793 4,491
Finance costs 9 (437) (195)
Finance income 9 96 252
Depreciation 14 (830) (644)
Adjusted Operating Profit 5,622 3,904
Restructuring costs 8 (925) (927)
Acquisition costs 29 (2,282) (255)
Impairment charge 15 - -
Amortisation of acquired intangibles 13 (1,579) (387)
Equity settled share based payments 24 (154) (383)
Profit before tax 682 1,952
Income tax credit 10 828 309
Profit attributable to equity holders of the parent 1,510 2,261
Statement of Comprehensive Income
Profit for the year 1,510 2,261
Items that may be reclassified subsequently to profit or loss
Exchange gain/(loss) on translation of foreign subsidiaries 24 (9)
Total comprehensive profit for the year attributable to owners of the parent 1,534 2,252
Profit per share (basic and diluted)
Basic profit per ordinary share (pence) 11 1.86p 3.51p
Diluted profit per ordinary share (pence) 11 1.76p 3.30p
Adjusted basic operating earnings per ordinary share (pence) 11 6.94p 6.06p
Adjusted diluted operating earnings per ordinary share (pence) 11 6.54p 5.70p
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 At 31
December December
Note 2025 2024
£000's £000's
Non-current assets
Intangible assets 13 49,722 12,274
Property, plant and equipment 14 1,960 1,962
Deferred tax asset 16 2,834 2,426
54,516 16,662
Current assets
Trade and other receivables 17 12,507 8,434
Cash and cash equivalents 10,496 7,603
23,003 16,037
Current liabilities
Trade and other payables 18 (22,930) (8,741)
Acquisition liabilities <1 year 18 (469) -
Contingent acquisition liabilities <1 year 18 (857) -
Bank Loans <1 year 20 (1,091) (19)
Lease Liabilities 19 (612) (249)
(25,959) (9,009)
Non-current liabilities
Lease Liabilities 19 (1,260) (1,463)
Deferred tax liability 16 (3,186) (596)
Acquisition liabilities >1 year 18 (889) -
Contingent acquisition liabilities >1 year 18 (1,875) -
Bank loans >1 year 20 (5,113) (116)
Provisions for liabilities 21 (120) (224)
(12,443) (2,399)
Net Assets 39,117 21,291
Equity
Share capital 22 2,050 1,292
Share premium 23 15,647 -
Merger reserve (24,060) (24,060)
Distributable reserve 158,169 158,436
Retained deficit (112,869) (114,533)
Translation reserve 180 156
Total equity 39,117 21,291
CONSOLIDATED STATEMENT OF CASHFLOWS
2025 2024
£000's £000's
Operating activities
Profit before tax 682 1,952
Adjustments:
Depreciation, amortisation and impairment 2,409 1,031
Finance income (96) (252)
Finance costs 437 195
Share based payment charges 154 383
Decrease/(increase) in trade and other receivables 2,439 (1,261)
Decrease in trade and other payables (2,872) (418)
Tax paid (6) (7)
Tax received 34 -
Cash inflow from operating activities 3,182 1,623
Investing activities
Acquisition of subsidiaries (26,521) -
Net cash acquired on acquisition 5,338 -
Loan to potential acquisition - (650)
Purchase of property plant and equipment (190) (167)
Purchase of intangible assets (99) -
Interest received 96 252
Cash outflow from investing activities (21,376) (565)
Cash flows from financing activities
Issue of share capital 16,405 61
Interest paid (437) (195)
Dividend paid (267) -
Drawdown of borrowings 6,000 -
Repayment of borrowings (330) (18)
Repayment of lease liability (308) (214)
Cash (outflow)/inflow from financing activities 21,063 (366)
Net increase in cash and cash equivalents 2,869 692
Movement in net cash
Cash and cash equivalents, beginning of year 7,603 6,920
Increase in cash and cash equivalents 2,869 692
Movement in foreign exchange 24 (9)
Cash and cash equivalents, end of year 10,496 7,603
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Distributable Reserve Retained Total
Capital redemption Reserve deficit Equity
Merger Reserve Merger relief Reserve Translation
Reserve
£000's £000's £000's £000's £000's £000's £000's £000's £000's
At 1 January 2024 1,288 89,095 6,660 (24,060) 62,624 165 - (117,177) 18,595
Shares issued during the year 4 57 - - - - - - 61
Equity settled share based payments - - - - - - - 383 383
Capital Restructure - (89,152) (6,660) - (62,624) - 158,436 - -
Transactions with owners 4 (89,095) (6,660) - (62,624) - 158,436 383 444
Other comprehensive income
Profit and total comprehensive income for the year - - - - - (9) - 2,261 2,252
At 31 December 2024 1,292 - - (24,060) - 156 158,436 (114,533) 21,291
Shares issued during the year 758 15,647 - - - - - - 16,405
Equity settled share based payments - - - - - - - 154 154
Dividends paid - - - - - - (267) - (267)
Transactions with owners 758 15,647 - - - - (267) 154 16,292
Other Comprehensive income
Profit and total comprehensive income for the year - - - - - 24 - 1,510 1,534
At 31 December 2025 2,050 15,647 - (24,060) - 180 158,169 (112,869) 39,117
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
1 Brave Bison
Brave Bison Group plc ("the Company") was incorporated in England and Wales on
30 October 2013 under the Companies Act 2006 (registration number 08754680)
and its registered address is 2 Stephen Street, London, W1T 1AN. On 12
November 2013 the Company entered into share exchange agreements to acquire
100% of the issued share capital of Brave Bison Limited, a company
incorporated in England and Wales on 16 May 2011 and registered at the same
address. On 12 November 2013 the Company was admitted to the Alternative
Investment Market (AIM) where its ordinary shares are traded.
The consolidated financial statements of the Group for the year ended 31
December 2025 comprise the Company and its subsidiaries (together referred to
as the "Group"). The Group's business activities, together with the factors
likely to affect its future development, performance and position are set out
in the CFO's Review on pages 7-8, and Principal Risks and Uncertainties on
page 42. In addition, Note 26 to the financial statements includes the
Group's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments and
its exposure to credit risk and liquidity risk.
2 Basis of preparation
2.1 Going Concern
The consolidated financial statements have been prepared on a going concern
basis, which assumes that the Group will be able to meet its liabilities as
they fall due for the foreseeable future, and at least for 12 months from the
date of approval of the consolidated financial statements. The Group is
dependent for its working capital requirements on cash generated from
operations, and cash holdings. The cash holdings of the Group at 31 December
2025 were £10.5 million (2024: £7.6 million). The Group made a profit before
tax of £0.7 million for the year ended 31 December 2025 (2024: £2.0
million), and generated an increase in cash and cash equivalents in 2025 of
£2.9 million (2024: £0.7 million). The Group had net assets of £39.1
million (2024: £21.3 million), and net current liabilities of £3.0 million
(2024: net current assets of £7.0 million).
The Directors have prepared detailed cash flow projections for the period to
31 December 2026 and for the following 6 month period to 30 June 2027 which
are based on their current expectations of trading prospects. The Group
achieved positive cashflow of £6.3 million in H2 2025, and the Board
forecasts that the Group will continue to achieve positive cash inflows in
2026.
The Directors are confident that the Group's cash flow projections are
achievable, and are committed to taking any actions available to them to
ensure that any shortfall in forecast revenue receipts is mitigated by cost
savings.
The Directors continue to maintain rolling forecasts which are regularly
updated.
The Directors remain confident that the Group has sufficient cash resources
for a period of at least twelve months from the date of approval of these
consolidated financial statements and accordingly, the Directors have
concluded that it is appropriate to continue to adopt the going concern basis
in preparing these consolidated financial statements.
2.2 Basis of consolidation
The consolidated financial statements consolidate the financial statements of
Brave Bison Group plc and all its subsidiary undertakings up to 31 December
2025, with comparative information presented for the year ended 31 December
2024. No profit and loss account is presented for Brave Bison Group plc as
permitted by section 408 of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power to control
the financial and operating policies and is exposed to or has rights over
variable returns from its involvements with the investee and has the power to
affect returns. Brave Bison Group plc obtains and exercises control through
more than half of the voting rights for all its subsidiaries. Engage Sports
Media Limited has a reporting date of 31 January, Engage Digital Partners Pvt
Limited has a reporting date of 31 March and Engage Digital Partners Pty
Limited has a reporting date of 30 June. All other subsidiaries have a
reporting date of 31 December and are consolidated from the acquisition date,
which is the date from which control passes to Brave Bison Group plc.
The Group applies uniform accounting policies and all intra-group
transactions, balances, income and expenses are eliminated on consolidation.
Unrealised gains and losses on transactions between Group companies are
eliminated. Where recognised losses on intra-group asset sales are reversed on
consolidation, the underlying asset is also tested for impairment from a Group
perspective.
Business combinations are accounted for using the acquisition method. The
acquisition method involves the recognition at fair value of all identifiable
assets and liabilities, including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated statement of financial position at their fair values, which are
also used as the basis for subsequent measurement in accordance with the Group
accounting policies. Goodwill is stated after separating out identifiable
intangible assets. Goodwill represents the excess of acquisition cost over the
fair value of the Group's share of the identifiable net assets of the acquired
subsidiary at the date of acquisition.
Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
2.3 Adoption of new and revised standards
The Group has applied the following amendments to IFRS during the year:
· Amendments to IAS 21- Lack of Exchangeability .
Other Standards and amendments that are not yet effective and have not been
adopted early by the Company include:
· Amendments to IFRS 9 & IFRS 7 - Classification &
Measurement of Financial Instruments
· IFRS 18 - Presentation and Disclosures in Financial Statements;
and
· IFRS 19 - Subsidiaries Without Public Accountability:
Disclosures.
The directors have assessed the standards above and they will not have a
material impact in future periods.
3 Statement of compliance
The financial statements have been prepared in accordance with the accounting
policies and presentation required by UK adopted International Accounting
Standards, and International Financial Reporting Interpretations Committee
("IFRIC") Interpretations as endorsed for use in the UK. The financial
statements except certain financial assets and liabilities, share based
payments and assets and liabilities acquired as part of a business combination
have also been prepared under the historical cost convention and in accordance
with those parts of the Companies Act 2006 that are relevant to companies that
prepare financial statements in accordance with UK adopted International
Accounting Standards.
4 Summary of accounting policies
The Group's presentation and functional currency is £ (Sterling). The
financial statements are presented in thousands of pounds (£000's) unless
otherwise stated.
4.1 Revenue
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for services provided in the
normal course of business, net of discounts and sales related taxes.
Revenue is recognised when the amount of revenue can be measured reliably, it
is probable that the economic benefits associated with the transaction will
flow to the entity, the costs incurred or to be incurred can be measured
reliably, and when the criteria for each of the Group's different activities
has been met.
The determination of whether the Group is acting as a principal or an agent in
a transaction involves judgement and is based on an assessment of who controls
a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. The Group
is deemed to be acting as a principal in all significant contracts.
Where the Group's contractual performance obligations have been satisfied in
advance of invoicing the client then unbilled income is recognised on the
Statement of Financial Position. Where the Group's contractual performance
obligations have been satisfied less than amounts invoiced then a contract
liability is recognised.
The accounting policies specific to the Group's key operating revenue
categories are outlined below:
Services revenue:
· Performance marketing services. Revenue from providing these
services is recognised over the time that the performance obligations to
provide services are satisfied; and
· Technology services. Revenue from providing these services is
recognised over the time that the performance obligations to provide services
are satisfied; and
· Social Media and Influencer services. Providing social media
consultancy and strategy services, and providing creative and influencer
management services. Revenue from providing these services is recognised
over the time that the performance obligations to provide services are
satisfied; and
· Consultancy services. Revenue from providing these services is
recognised over the time that the performance obligations to provide services
are satisfied
Platform revenue:
· Ad-funded YouTube channel management of third party content
owners' videos. Revenue is recognised at the point in time when the
performance obligation of delivering monetised views occurs; and
· Monetisation of the Group's owned and operated brands and videos
via platforms such as Facebook and Snapchat. Revenue is recognised at the
point in time when the performance obligation of delivering monetised views
occurs; and
· MiniMBA course provision revenue. Revenue is recognised over
the time that the performance obligations to provide the training course are
satisfied
4.2 Interest income
Interest income and expenses are reported on an accrual basis using the
effective interest method.
4.3 Foreign currency translation
Transactions in foreign currencies are translated at the exchange rate ruling
at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet
date. Non-monetary items that are measured at historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined.
Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in the profit or loss in the period in which
they arise.
The assets and liabilities in the financial statements of foreign subsidiaries
and related goodwill are translated at the rate of exchange ruling at the
balance sheet date. Income and expenses are translated at the actual rate on
the date of transaction. The exchange differences arising from the
retranslation of the opening net investment in subsidiaries and on income and
expenses during the year are recognised in other comprehensive income and
taken to the "translation reserve" in equity. On disposal of a foreign
operation the cumulative translation differences (including, if applicable,
gains and losses on related hedges) are transferred to the income statement as
part of the gain or loss on disposal.
4.4 Segment reporting
IFRS 8 Operating Segments requires operating segments to be identified on the
same basis as is used internally for the review of performance and allocation
of resources by the Group Chief Executive (chief operating decision maker -
CODM).
The Board has reviewed the Group and all revenues are functional activities of
a digital media and marketing group, and these activities take place on an
integrated basis. The senior executive team review the financial information
on an integrated basis for the Group as a whole, but view the business as
having 2 key revenue streams, being Services revenue & Platform revenue.
The Group will provide a split between these two streams, as well as a split
by geographical location. Segmental information is presented in accordance
with IFRS 8 for all periods presented within Note 6.
4.5 Leasing
For any new contracts entered into on or after 1 January 2019, the Group
considers whether a contract is, or contains a lease. A lease is defined as 'a
contract, or part of a contract, that conveys the right to use an assed (the
underlying asset) for a period of time in exchange for consideration'. To
apply this definition the Group assesses whether the contract meets three key
evaluations which are whether:
· The contract contains an identified asset, which is either
explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group;
· The Group has the right to obtain substantially all of the
economic benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the contract; and
· The Group has the right to direct the use of the identified asset
throughout the period of use. The Group assess whether it has the right to
direct 'how and for what purpose' the asset is used throughout the period of
use.
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability on the balance sheet. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to
dismantle and remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net of any incentives
received).
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the
interest rate implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up
of fixed payments (including in substance fixed), variable payments based on
an index or rate, amounts expected to be payable under a residual value
guarantee and payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced for payments
made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is
reflected in the right-of-use asset, or profit and loss if the right-of-use is
already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value
assets using the practical expedients. Instead of recognising a right-of-use
asset and lease liability, the payments in relation to these are recognised as
an expense in the profit or loss on a straight-line basis over the lease term.
On the statement of financial position, right-of-use assets have been included
in property, plant and equipment and lease liabilities have been included in
trade and other payables.
4.6 Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and impairment. Depreciation is calculated to write down the
cost less estimated residual value of all property, plant and equipment by
equal annual instalments over their expected useful lives less estimated
residual values, using the straight line method. The rates generally
applicable are:
· Fixtures & Fittings - 3 years or over remaining lease term
· Computer Equipment - 3 years
The gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds
and the carrying amount of the asset and is recognised in profit or loss.
The assets' residual value and useful lives are reviewed, and adjusted if
required, at each balance sheet date. The carrying amount of an asset is
written down immediately to its recoverable amount if the carrying amount is
greater than its estimated recoverable amount.
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
4.7 Impairment of property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its
property, plant and equipment to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. 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.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss.
4.8 Intangible assets
An intangible asset, which is an identifiable non-monetary asset without
physical substance, is recognised to the extent that it is probable that the
expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be
identifiable when it is separable or when it arises from contractual or other
legal rights.
Intangible assets acquired as part of a business combination, are shown at
fair value at the date of the acquisition less accumulated amortisation.
Amortisation is charged on a straight line basis to profit or loss. The
rates applicable, which represent the Directors' best estimate of the useful
economic life, are:
· Customer relationships - 5 to 10 years
· Online content - 3 to 5 years
· Brands - 3 to 5 years
· Technology - 1 to 5 years
Goodwill is not amortised but is instead reviewed for impairment on an annual
basis as outlined below.
4.9 Impairment of intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its
intangible assets and goodwill to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. 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.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or
loss.
4.10 Development costs
Expenditure on the research phase of an internal project is recognised as an
expense in the period in which it is incurred. Development costs incurred on
specific projects are capitalised when all the following conditions are
satisfied:
· Completion of the asset is technically feasible so that it
will be available for use or sale;
· The Group intends to complete the asset and use or sell it;
· The Group has the ability to use or sell the asset and the
asset will generate probable future economic benefits (over and above cost);
· There are adequate technical, financial and other resources
to complete the development and to use or sell the asset; and
· The expenditure attributable to the asset during its
development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as
incurred. The cost of an internally generated asset comprises all directly
attributable costs necessary to create, produce and prepare the asset to be
capable of operating in the manner intended by management. Directly
attributable costs include employee (other than Director) costs incurred along
with third party costs.
Judgement by the Directors is applied when deciding whether the recognition
requirements for development costs have been met. Judgements are based on
the information available at the time when costs are incurred. In addition,
all internal activities related to the research and development of new
projects is continuously monitored by the Directors.
4.11 Taxation
Tax expenses recognised in profit or loss comprise the sum of the tax
currently payable and deferred tax not recognised in other comprehensive
income or directly in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and are accounted for using
the liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences, and deferred tax assets are generally
recognised for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible
temporary differences can be recognised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. Deferred tax liabilities are recognised for taxable
temporary differences associated with investments in subsidiaries except where
the Group is able to control the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible temporary differences
associated with such investments are only recognised to the extent that it is
probable that there will be sufficient taxable profits against which to
recognise the benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the period in which the liability is settled or
the asset recognised based on tax rates (and tax laws) that have been enacted
or substantively enacted by the balance sheet date. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and 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.
4.12 Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised with the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
Loan and other receivables
The Group accounts for loan and other receivables by recording the loss
allowance as lifetime expected credit losses. These are shortfalls in
contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. The Group uses its historical
experience, external indicators and forward-looking information to calculate
expected credit losses.
Trade and other payables
Trade and other payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest method.
Contract assets and liabilities
The Group does not adjust the promised amount of consideration for the effects
of a significant financing component if the entity expects, at contract
inception, that the period between when the entity transfers a promised good
or service to a customer and when the customer pays for that good or service
will be one year or less.
4.13 Equity, reserves and dividend payments
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium includes any premiums received on issue of share capital. Any
transaction costs associated with the issuing of shares are deducted from
share premium arising on those shares, net of any related income tax benefits.
Retained deficits
Retained deficits include all current and prior period retained profits or
losses. It also includes credits arising from share based payment charges.
Translation reserve
Translation reserve represents the differences arising from translation of
investments in overseas subsidiaries.
Merger reserve
The merger reserve is created when group reconstruction accounting is applied.
The difference between the cost of investment and the nominal value of the
share capital acquired is recognised in a merger reserve.
Merger relief reserve
Where the following conditions are met, any excess consideration received over
the nominal value of the shares issued is recognised in the merger relief
reserve:
· the consideration for shares in another company includes issued
shares; and
· on completion of the transaction, the company issuing the shares
will have secured at least a 90% equity holding in the other company.
Capital redemption reserve
Where the Company purchases its own equity share capital, on cancellation, the
nominal value of the shares cancelled is deducted from share capital and the
amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in 'other
liabilities' when the dividends have been approved in a general meeting prior
to the reporting date.
4.14 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, together with other short-term highly liquid investments that are
readily convertible into known amounts of cash having maturities of 3 months
or less from inception and which are subject to an insignificant risk of
change in value, and bank overdrafts.
4.15 Employee benefits
The Group operates two schemes on behalf of its employees, private healthcare
and a defined contribution pension plan and amounts due are expensed as they
fall due.
4.16 Share based payments
Employees (including Directors) of the Group received remuneration in the form
of share-based payment transactions, whereby employees render services in
exchange for rights over shares ('equity-settled transactions'). The Group
has applied the requirements of IFRS 2 Share-based payments to all grants of
equity instruments. The transactions have been treated as equity settled.
The cost of equity settled transactions with employees is measured by
reference to the fair value at the grant date of the equity instrument
granted. The fair value is determined by using the Black-Scholes method. The
cost of equity-settled transactions is recognised, together with a
corresponding charge to equity, over the period between the date of grant and
the end of a vesting period, where relevant employees become fully entitled to
the award. The total value of the options has been pro-rated and allocated on
a weighted average basis.
4.17 Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously
undertaken or announced, as detailed in note 8.
4.18 Provisions
The Group has recognised a provision for the costs to restore leased property
to its original condition, as required by the terms and conditions of the
lease. This is recognised when the obligation is incurred, either at the
commencement date or as a consequence of having used the underlying asset
during a particular period of the lease, at the directors' best estimate of
the expenditure that would be required to restore the assets. Estimates are
regularly reviewed and adjusted as appropriate for new circumstances.
5 Critical accounting judgements and key sources of
estimation uncertainty
The preparation of financial statements under UK adopted International
Accounting Standards requires the Group to make estimates and assumptions that
affect the application of policies and reported amounts. Estimates and
judgements are continually evaluated and are based on historical experience
and other factors including expectations of future events that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have a risk of causing a
material adjustment to the carrying amount of assets and liabilities are
discussed below.
5.1 Critical accounting judgements
Intangible assets and impairment
The Group recognises the intangible assets acquired as part of business
combinations at fair value at the date of acquisition. The determination of
these fair values is determined by experts engaged by management and based
upon management's and the Directors' judgement and includes assumptions on the
timing and amount of future incremental cash flows generated by the assets and
selection of an appropriate discount rate. Furthermore management must
estimate the expected useful lives of intangible assets and charge
amortisation on these assets accordingly.
Treatment of revenue as agent or principal
The determination of whether the Group is acting as a principal or an agent in
a transaction involves judgment and is based on an assessment of who controls
a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. These
include if the Group is primarily responsible for fulfilling the promise to
provide the good or service, if the Group has inventory risk before the good
or services has been transferred to the customer and if the Group has
discretion in establishing the price for the good or service.
Deferred taxation
Deferred tax assets are recognised in respect of tax loss carry forwards only
to the extent that the realisation of the related tax benefit through future
taxable profits is probable.
5.2 Estimates
Share based payment charges
The Group is required to measure the fair value of its share based payments.
The fair value is determined using the Black-Scholes method which requires
assumptions regarding exchange rate volatility, the risk free rate, share
price volatility and the expected life of the share based payment. Exchange
rate volatility is calculated using historic data over the past three years.
The volatility of the Group's share price has been calculated as the average
of similar listed companies over the preceding periods. The risk-free rate
range used is between 0% and 3.5% and management, including the Directors,
have estimated the expected life of most share based payments to be 4 years.
Expected credit losses
Recoverability of some receivables may be doubtful although not definitely
irrecoverable. Where management feel recoverability is in doubt an appropriate
provision is made for the possibility that the amounts may not be recovered in
full. Provisions are made using past experience however subjectivity is
involved when assessing the level of provision required.
6 Segment Reporting
Geographic reporting
The Group has identified two geographic areas (United Kingdom & Europe and
Rest of the world) and the information is presented based on the customers'
location.
2025 2024
Revenue £000's £000's
United Kingdom & Europe 45,321 29,862
Rest of the world 9,003 2,966
Total revenue 54,324 32,828
The Group identifies two revenue streams, Services revenue and Platform
revenue. The analysis of revenue by each stream is detailed below, a
detailed overview can be found in the Strategic Report.
Revenue 2025 2024
£000's £000's
Services revenue 30,509 23,244
Platform revenue 23,815 9,584
Total revenue 54,324 32,828
Net Revenue 2025 2024
£000's £000's
Services revenue 24,510 18,347
Platform revenue 9,639 2,994
Total net revenue 34,149 21,341
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the
timing of recognition.
2025 2024
£000's £000's
Products and services transferred at a point in time 19,682 8,658
Products and services transferred over time 34,642 24,170
Total revenue 54,324 32,828
7 Operating Profit and Profit before taxation
The operating profit and the profit before taxation are stated after:
2025 2024
£000's £000's
Auditor's remuneration:
Audit services 240 145
- Depreciation: property, plant and equipment 830 644
Amortisation of intangible assets 1,579 387
Foreign exchange loss 83 56
8 Restructuring costs
Restructuring costs in 2024 relate to termination payments and legal costs for
the closure of our US office, unused property leases acquired with
SocialChain, duplicated IT contracts now replaced, restructuring costs in
relation to our Commerce division, corporate reorganisation costs and
professional fees associated with reduction in capital. Restructuring costs in
2025 relate to unused property leases acquired with Builtvisible, duplicate IT
contracts now replaced, and termination payments in relation to staff
restructuring as a result of the recent acquisitions.
2025 2024
£000's £000's
Restructuring costs 925 927
9 Finance income and costs
2025 2024
£000's £000's
Bank interest 96 252
2025 2024
£000's £000's
Interest expense for leasing arrangements 151 159
Interest on bank loans 286 36
437 195
10 Income tax credit
Major components of tax credit:
2025 2024
£000's £000's
Current tax:
UK corporation tax at 25.00% (2024: 25.00%) 51 -
Overseas tax 6 9
Prior year adjustment (80) -
Total current tax (23) 9
Deferred Tax: (792) (299)
Originations and reversal of temporary differences (Note 16)
Adjustments to tax charge in respect of previous periods - deferred tax (13) (19)
Tax credit on profit on ordinary activities (828) (309)
UK corporation tax is calculated at 25.00% (2024: 26.00%) of the estimated
assessable loss for the year. Taxation for other jurisdictions is calculated
at the rates prevailing in those jurisdictions.
The credit for the year can be reconciled to the loss per the income statement
as follows:
Reconciliation of effective tax rate:
2025 2024
£000's £000's
Profit on ordinary activities before tax 682 1,952
Income tax using the Company's domestic tax rate 25.00% (2024: 25.00%) 158 488
Effect of:
Property, plant and equipment differences 15 11
Expenses not deductible for tax purposes 1,019 316
Income not taxable for tax purposes (5) (55)
Other permanent differences (74) (6)
Group relief surrendered 68 -
Adjustments to tax charge in respect of previous periods - current tax (80) -
Adjustments to tax charge in respect of previous periods - deferred tax (13) (19)
Deferred tax liabilities recognised (349) (86)
Movement in deferred tax not recognised (1,561) (968)
Difference in tax rates (6) 10
Total tax credit for the year (828) (309)
11 Earnings per share
Both the basic and diluted earnings per share have been calculated using the
profit after tax attributable to shareholders of Brave Bison Group plc as the
numerator, i.e. no adjustments to profits were necessary in 2024 or 2025. The
calculation of the basic earnings per share is based on the profit
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.
During the year, the Group completed a 1-for-20 share consolidation effective
11 July 2025, whereby every 20 existing ordinary shares were consolidated into
1 new ordinary share. In accordance with IAS 33 Earnings Per Share, the
weighted average number of shares for all period presented has been adjusted
retrospectively to reflect the impact of the share consolidation. As a result,
the basic and diluted earnings per share for the comparative period have been
restated to ensure comparability with the current year presentation. The
restatement affects only the per-share calculations and has no impact on total
profit, equity or cash flows previously reported.
2025 2024 2024
As restated As previously reported
Weighted average number of ordinary shares 81,017,995 64,480,998 1,289,619,958
Dilution due to share options 4,904,199 4,065,003 81,300,060
Total weighted average number of ordinary shares 85,922,194 68,546,001 1,370,920,018
Basic earnings per ordinary share (pence) 1.86p 3.51p 0.18p
Diluted earnings per ordinary share (pence) 1.76p 3.30p 0.16p
Adjusted basic operating earnings per ordinary share (pence) 6.94p 6.06p 0.30p
Adjusted diluted operating earnings per ordinary share (pence) 6.54p 5.70p 0.28p
2025 2024
£000's £000's
Profit after tax 1,510 2,261
Equity settled share based payments 154 383
Restructuring costs 925 927
Acquisition costs 2,282 255
Impairment charge - -
Amortisation of acquired intangibles 1,579 387
Tax credit (828) (309)
Adjusted operating profit for the year attributable to the equity shareholders 5,622 3,904
12 Directors and employees
The average number of persons (including Directors) employed by the Group
during the year was:
2025 2024
Number Number
Sales, production and operations 283 155
Support services and senior executives 37 37
320 192
The aggregate cost of these employees was:
2025 2024
£000's £000's
Wages and salaries 18,085 12,076
Payroll taxes 1,904 1,016
Pension contributions 646 411
20,635 13,503
Directors emoluments paid during the period and included in the above figures
were:
2025 2024
£000's £000's
Emoluments 783 521
783 521
The highest paid Director received emoluments totalling £0.3 million (2024:
£0.2 million). The amount of share based payments charge (see Note 24)
which relates to the Directors was £0.03 million. (2024: £0.3 million
charge). The key management of the Group are the executive members of Brave
Bison Group plc's Board of Directors. Key management personnel remuneration
includes the following expenses:
2025 2024
£000's £000's
Salaries including bonuses 722 458
Social security costs 81 63
Total Emoluments 803 521
13 Intangible assets
Goodwill Online Channel Content Technology Customer Relation-ships Total
Brands
£000's £000's £000's £000's £000's £000's
Cost
At 1 January 2024 45,177 2,034 5,213 1,119 22,020 75,563
At 31 December 2024 45,177 2,034 5,213 1,119 22,020 75,563
Additions 26,468 2,365 - 1,397 8,797 39,027
At 31 December 2025 71,645 4,399 5,213 2,516 30,817 114,590
Amortisation and impairment
At 1 January 2024 35,075 1,991 5,213 822 19,801 62,902
Charge for the year - 33 - 73 281 387
At 31 December 2024 35,075 2,024 5,213 895 20,082 63,289
Charge for the year - 322 - 240 1,017 1,579
At 31 December 2025 35,075 2,346 5,213 1,135 21,099 64,868
Net Book Value
At 31 December 2023 10,102 43 - 297 2,219 12,661
At 31 December 2024 10,102 10 - 224 1,938 12,274
At 31 December 2025 36,570 2,053 - 1,381 9,718 49,722
Goodwill is not amortised, but tested annually for impairment with the
recoverable amount being determined from value in use calculations.
The recoverable amount of the intangible assets has been determined based on
value in use. Value in use has been determined based on future cash flows
after considering current economic conditions and trends, estimated future
operating results, growth rates and anticipated future economic conditions.
As at 31 December 2025, the intangible assets were assessed for impairment.
The impairment charge was £nil (2024: £nil).
The estimated cash flows for a period of 5 years were developed using internal
forecasts, and a pre-tax discount rate of 10%. The cash flows beyond 5 years
have been extrapolated assuming nil growth rates. The key assumptions are
based on growth of existing and new customers and forecasts, which are
determined through a combination of management's views, market estimates and
forecasts and other sector information.
14 Property, plant and equipment
Right of Use asset Leasehold Improvements Computer Equipment Fixtures & Total
Fittings
£000's £000's £000's £000's £000's
Cost
At 1 January 2024 1,919 352 386 31 2,688
Additions 282 54 113 - 449
Disposals (301) - - - (301)
At 31 December 2024 1,900 406 499 31 2,836
Additions 468 11 178 1 658
Acquisition of subsidiary - - 157 13 170
At 31 December 2025 2,368 417 834 45 3,664
Depreciation and impairment
At 1 January 2024 241 58 168 11 478
Charge for the year 420 87 127 10 644
Disposals (248) - - - (248)
At 31 December 2024 413 145 295 21 874
Charge for the year 457 143 208 22 830
At 31 December 2025 870 288 503 43 1,704
Net Book Value
At 31 December 2023 1,678 294 218 20 2,210
At 31 December 2024 1,487 261 204 10 1,962
At 31 December 2025 1,498 129 331 2 1,960
15 Impairment charge
2025 2024
£000's £000's
Impairment of intangible assets - -
Total impairment charge - -
During the year the Group assessed the value in use of the brand names. The
impairment charge was £nil (2024: £nil).
16 Deferred taxation assets and liabilities
Deferred tax recognised:
2025 2024
£000's £000's
Deferred tax
Deferred tax asset 2,834 2,426
Deferred tax liability (3,186) (596)
(352) 1,830
Unutilised tax losses carried forward which have not been recognised as a
deferred tax asset at 31 December 2025 were £29.0 million (2024: £45.1
million). These have not been recognised due to uncertainty about future
consistent taxable profits. Deferred tax has been calculated at a rate of 25%.
Reconciliation of movement in deferred tax
Deferred tax
£000's
As at 31 December 2023 1,509
Recognised in the income statement 321
As at 31 December 2024 1,830
Recognised in the income statement 806
Balance arising as a result of acquisitions (2,988)
As at 31 December 2025 (352)
This deferred tax asset relates to short term timing differences and an asset
in respect of tax losses brought forward.
17 Trade and other receivables
2025 2024
£000's £000's
Trade receivables 7,557 5,093
Less allowance for expected credit losses (158) (161)
Net trade receivables 7,399 4,932
Unbilled income 2,811 1,380
Other receivables 2,297 2,122
12,507 8,434
The contractual value of trade receivables is £7.6 million (2024: £5.1
million). Their carrying value is assessed to be £7.4 million (2024: £4.9
million) after assessing recoverability. The contractual value and the
carrying value of other receivables are considered to be the same. The Group's
management considers that all financial assets that are not impaired or past
due are of good credit quality.
The ageing analysis of these trade receivables showing fully performing and
past due but not impaired is as follows:
2025 2024
£000's £000's
Not overdue 4,864 3,218
Not more than three months 2,270 1,586
More than three months but not more than six months 220 39
More than six months but not more than one year - 141
More than one year 45 (52)
7,399 4,932
The movement in provision for expected credit losses can be reconciled as
follows:
2025 2024
£000's £000's
Opening provision (161) (361)
Receivables provided for during period (68) (161)
Reversal of previous provisions 71 361
(158) (161)
Provisions are created and released on a specific customer level on a monthly
basis when management assesses for possible impairment. At each half year and
year end, management will assess for further impairment based upon expected
credit loss over and above the specific impairments noted throughout the year.
Having considered the Group's exposure to bad debts and the probability of
default by customers, no expected credit losses have been recognised in
accordance with IFRS 9 (2024: £nil).
The other classes within trade and other receivables do not contain impaired
assets.
18 Trade and other payables
2025 2024
£000's £000's
Trade payables 3,420 2,687
Other taxation and social security 1,651 869
Contract liabilities 5,078 1,408
Accruals 12,781 3,777
22,930 8,741
All amounts are short term and the Directors consider that the carrying value
of trade and other payables are considered to be a reasonable approximation of
fair value.
The average credit period taken for trade purchases was 63 days (2024: 85
days).
Contract liabilities are utilised upon satisfaction of the associated contract
performance obligations. The 2025 contract liability of £5.1 million is
expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2024 contract liability of £1.4
million was recognised within revenue during 2025 upon satisfaction of the
associated performance obligation.
The Group has recognised liabilities arising from business combinations,
comprising acquisition liabilities (fixed/deferred consideration) and
contingent acquisition liabilities (earn‑out arrangements). These
liabilities are analysed below by expected settlement date.
Current Non-Current Total
>1 year
<1 year
£000's £000's £000's
Acquisition liabilities 469 889 1,358
Contingent acquisition liabilities 857 1,875 2,732
1,326 2,764 4,090
19 Lease Liabilities
Lease liabilities are presented in the statement of financial position as
follows:
2025 2024
£000's £000's
Current 612 249
Non-current 1,260 1,463
1,872 1,712
The Group entered into one new office leases during the year which will expire
in September 2027. The Group continues to hold an office lease which will
expire in November 2029 and two further office leases which will expire in
June 2026. With the exception of short-term leases and leases of low-value
underlying assets, each lease is reflected on the statement of financial
position as a right-of-use asset and a corresponding lease liability.
The table below describes the nature of the Group's leasing activities by type
of right-of-use asset recognised in the statement of financial position:
No. of right-of-use assets leased Range of remaining term Average remaining lease term No. of leases with extension options No. of leases with termination options
Office building 4 0.5 - 4 years 1.7 years - -
The lease liabilities are secured by the related underlying assets. Future
minimum lease payments at 31 December 2025 were as follows:
Within one year One to six years Total
£000's £000's £000's
Lease payments 747 1,407 2,154
Finance charges (135) (147) (282)
Net present values 612 1,260 1,872
The Group has elected not to recognise a lease liability for short term leases
(leases with an expected term of 12 months or less). Payments made under such
leases are expensed on a straight-line basis.
At 31 December 2025 the Group had not committed to any leases which had not
yet commenced excluding those recognised as a lease liability.
Further information in relation to the right-of-use assets can be found in
note 14.
20 Bank loans
2025 2024
£000's £000's
Loan <1 year 1,091 19
Loan >1 year 5,113 116
6,204 135
The Group's previous £3m RCF with an interest margin of 2.75% over Base Rate
has been replaced by a £10m RCF with an interest margin of between 1.75% and
1.85% over Base Rate, depending on the leverage ratio. The RCF has a 3 year
term, however the amount of the facility will reduce to £5m after the first
year. The Group had drawn down £6m at the period end. The Group has a
Bounce Back Loan Agreement which is due to be fully repaid in 2026. The
repayment amount and timing of each instalment is based on a fixed interest
rate of 2.5% payable on the outstanding principal amount of the loan and
applicable until the final repayment date. This loan is unsecured. The Group
also has a U.S. Small Business Administration loan which was acquired as part
of the SocialChain acquisition which is due to be fully repaid in 2050. The
repayment amount and timing of each instalment was based on a fixed interest
rate of 3.75% per annum payable on the outstanding principal amount of the
loan and applicable until the final repayment date. The Group also has a
Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of
the Builtvisible acquisition which is due to be fully repaid in 2026. The
repayment amount and timing of each instalment is based on a fixed interest
rate of 4.35% per annum payable on the outstanding principal amount of the
loan and applicable until the final repayment date.
21 Provisions for liabilities
2025 2024
£000's £000's
Dilapidations provision 60 14
Other provisions 60 210
120 224
Provisions
£000's
As at 31 December 2023 516
Release of dilapidation provision from Social Chain (383)
Other provisions from Social Chain 91
As at 31 December 2024 224
Release of other provision from Social Chain (210)
Additional dilapidation provision from Social Chain 46
Other provisions from The Fifth 60
As at 31 December 2025 120
The dilapidations provision represents management's best estimate of the
Group's liability relating to the restoration of the leased property to its
original condition at the end of the lease.
22 Share capital
Ordinary share capital At 31 December 2025 At 31 December 2024 At December 2024
As restated As previously reported
Number £000's Number £000's Number £000's
Ordinary shares 102,474,298 2,050 64,590,697 1,292 1,291,813,947 1,292
Total ordinary share capital of the Company 2,050 1,292 1,292
Rights attributable to ordinary shares
The holders of ordinary shares are entitled to receive notice of and attend
and vote at any general meeting of the Company.
A reconciliation of the movement in share capital during the year is detailed
in Note 23.
23 Reconciliation of share capital
Ordinary Ordinary Ordinary Share Share Premium
Shares Shares Capital
Number Number £000's £000's
As restated As previously reported
At 31 December 2023 64,407,364 1,288,147,280 1,288 89,095
Shares issued in the period
Share options exercised 183,333 3,666,667 4 57
Capital restructuring - - - (89,152)
At 31 December 2024 64,590,697 1,291,813,947 1,292 -
Shares issued in the period
Share options exercised 291,024 6 64
Issue of shares 3,600,000 72 1,874
Vendor placing 27,615,467 552 12,979
Exercise of LTIP 6,377,110 128 730
At 31 December 2025 102,474,298 2,050 15,647
24 Share options
During 2025 Brave Bison Limited granted 2,250,000 RSUs (2024: 125,000). All
numbers have been adjusted to reflect the share consolidation. The options
vest annually over a 3 year period to senior employees in the business. The
exercise price of the RSUs were between 41.0 - 78.5 pence.
The options were valued using the Black-Scholes valuation model, using the
following assumptions.
2025 2024
Expected option life 4 years 4 years
Expected volatility 50% 50%
Weighted average volatility 50% 50%
Risk-free interest rate 0 - 3.5% 0 - 3.5%
Expected dividend yield 0% 0%
Within the assumptions above, a 50% share price volatility has been used, the
assumption is based on the average volatility of similar listed companies over
the preceding periods and reviewed against the actual volatility of the Group
during the year.
The charge included within the financial statements for share options for the
year to 31 December 2025 is £0.2 million (2024: £0.1 million). For the
year to 31 December 2024 there was a further charge within share based
payments which related to an LTIP and is detailed in the Directors
Remuneration Report. The charge for the year to 31 December 2025 is £nil
(2024: £0.3 million).
Details of the options issued are as follows:
Number Weighted average exercise price Number Weighted average exercise price
As restated As restated As previously reported As previously reported
For the year ended 31 December 2024
Outstanding at the beginning of the year 4,890,479 28.60p 97,809,584 1.43p
Granted during the year 125,000 49.80p 2,500,000 2.49p
Exercised during the year (183,333) (33.18p) (3,666,667) (1.66p)
Cancelled during the year (707,500) (42.46p) (14,149,998) (2.12p)
Outstanding at the end of the year 4,124,646 21.90p 82,492,919 1.10p
Exercisable at the end of the year 2,473,007 25.79p 49,460,149 1.29p
Number Weighted average exercise price
For the year ended 31 December 2025
Outstanding at the beginning of the year 4,124,646 21.90p
Granted during the year 2,250,000 49.18p
Exercised during the year (291,022) (37.41p)
Cancelled during the year (1,119,783) (47.24p)
Outstanding at the end of the year 4,963,841 52.78p
Exercisable at the end of the year 2,672,171 27.88p
Share options expire after 10 years, the options above expiring between May
2030 and December 2035.
25 Undertakings included in the consolidated financial
statements
The consolidated financial statements include:
Class of Country of Proportion Nature of business
share held incorporation held
Direct subsidiary
Brave Bison 2021 Limited Ordinary UK 100% Non-trading
Indirect subsidiaries
3 Reasons Limited Ordinary UK 100% Consultancy services
Base 79 Limited Ordinary UK 100% Non-trading
Base 79 Iberia SL Ordinary Spain 100% Non-trading
Best Response Media Limited Ordinary UK 100% Commerce agency
Brave Bison Asia Pacific Pte Ordinary Singapore 100% Non-trading
Brave Bison Bulgaria EOOD Ordinary Bulgaria 100% Web development
Brave Bison Limited Ordinary UK 100% Online video distribution
Brave Bison Commerce Limited Ordinary UK 100% Commerce agency
Brave Bison Performance Limited Ordinary UK 100% Performance marketing
BuiltVisible Holdings Limited Ordinary UK 100% Non-trading
BuiltVisible Limited Ordinary UK 100% Performance marketing
Engage Digital Partners Limited Ordinary UK 100% Marketing services
Engage Digital Partners Pty Limited Ordinary Australia 100% Marketing services
Engage Digital Partners Pvt Limited Ordinary India 100% Marketing services
Engage Sports Medial Limited Ordinary UK 100 Non-trading
MTM London Limited Ordinary UK 100% Consultancy services
Rightster India LLP Ordinary India 100% Non-trading
Social Chain Limited Ordinary UK 100% Social media agency
Social Chain USA Inc. Ordinary USA 100% Social media agency
The Fifth Limited Ordinary UK 100% Social media agency
The Mini Training Company Limited Ordinary UK 100% Online training courses
Viral Management Limited Ordinary UK 100% Non-trading
All subsidiaries are exempt from an audit with the exception of Brave Bison
Asia Pacific Pte. Ltd. All UK based trading subsidiaries are taking the s479A
exemption from audit.
26 Financial Instruments
Categories of financial instruments As at 31 As at 31
December December
2025 2024
£000's £000's
Financial assets at amortised cost
Trade and other receivables 13,175 9,473
Cash and bank balances 10,496 7,603
23,671 17,076
Financial liabilities at amortised cost
Trade and other payables 23,292 8,146
Lease liabilities 1,872 1,712
Bank Loans 6,204 135
31,368 9,993
Financial risk management
The Group's financial instruments comprise cash and liquid resources and
various items, such as trade receivables and trade payables that arise
directly from its operations. The main purpose of these financial instruments
is to raise finance for the Group's operations. The principal financial risks
faced by the Group are liquidity, foreign currency and credit risks. The
policies and strategies for managing these risks are summarised as follows:
Foreign currency risk
Transactional foreign currency exposures arise from both the export of
services from the UK to overseas clients, and from the import of services
directly sourced from overseas suppliers. The Group is primarily exposed to
foreign exchange in relation to movements in sterling against the US Dollar,
the Euro and the Singapore Dollar.
The Group does not use derivatives to hedge translation exposures. All gains
and losses are recognised in profit or loss on translation at the reporting
date. The Group's current exposures in respect of currency risk are as
follows:
Sterling US Dollar Singapore Dollar Euro Other Total
£000's £000's £000's £000's £000's £000's
Financial assets 15,374 1,414 3 187 98 17,076
Financial liabilities (8,000) (1,843) (7) (61) (82) (9,993)
Total exposure at 7,374 (429) (4) 126 16 7,083
31 December 2024
Financial assets 18,832 3,319 7 1,025 488 23,671
Financial liabilities (25,006) (6,000) (11) (60) (291) (31,368)
Total exposure at (6,174) (2,681) (4) 965 197 (7,697)
31 December 2025
Sensitivity analysis
The table below illustrates the estimated impact on profit or loss as a result
of market movements in the US Dollar, Singapore Dollar, Euro and Sterling
exchange rate.
10% 10% 10% 10% 10% 10%
Impact on loss and equity Increase US Dollars Decrease US Dollars Increase Singapore Dollars Decrease Singapore Dollars Increase Euro Decrease Euro
£000's £000's £000's £000's £000's £000's
For the year to 31 December 2024 43 (43) - - (13) 13
For the year to 31 December 2025 268 (268) - - (97) 97
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade
and other receivables. The Group has no significant concentration of credit
risk and manages this by running quarterly credit checks and setting
appropriate credit limits. The maximum exposure to credit risk is that shown
within the balance sheet. Management has assessed the exposure to credit
risk and has provided against any items which is considered to be high risk.
Liquidity/funding risk
The Group's funding strategy is to ensure a mix of funding sources offering
flexibility and cost effectiveness to match the requirements of the Group.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in corporate
current accounts and interest bearing money market accounts. These accounts
offer a competitive interest rate with the advantage of quick access to the
funds. The Group is in a net cash positive position and management consider
there to be a low level of risk.
Capital policy
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain a capital
structure that optimises the cost of capital.
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance. The
capital structure of the Group consists of cash and cash equivalents as
disclosed in the statement of financial position and equity attributable to
equity holders of the parent, comprising issued capital, reserves and retained
earnings as disclosed in the consolidated statement of changes in equity.
Debt is defined as long and short-term borrowings. Equity includes all capital
and reserves of the Group that are managed as capital.
Financial instruments measured at fair value
Financial assets and financial liabilities measured at fair value in the
statement of financial position are grouped into three levels of fair value
hierarchy. This grouping is determined based on the lowest level of
significant inputs used in fair value measurement, as follows:
· level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities;
· level 2 - inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
· level 3 - inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
Maturity analysis
Set out below is a maturity analysis for non-derivative financial liabilities.
The amounts disclosed are based on contractual undiscounted cash flows. The
table includes both interest and principal cash flows. The Group had no
derivative financial liabilities at either reporting date.
Total Less than 1-3 3-5
1 Year Years Years
£000's £000's £000's £000's
As at 31 December 2024
Trade and other payables 8,146 8,146 - -
Lease liabilities 1,712 249 1,198 265
As at 31 December 2025
Trade and other payables 21,882 19,118 2,764 -
Lease liabilities 1,872 612 1,260 -
27 Transactions with Directors and other related parties
Oliver Green and Theodore Green are directors and shareholders in Tangent
Marketing Services Limited and directors of The Printed Group Limited.
Tangent Marketing Services and The Printed Group both rented office space from
Brave Bison at its London headquarters during the period.
Tangent Marketing Services pays Brave Bison a salary recharge for certain
employees in the HR, IT and facilities departments.
The Printed Group is a client of Brave Bison, whereby Brave Bison provides
search engine optimisation services to The Printed Group.
All related party transactions are undertaken on an arms-length basis and are
approved beforehand by the Group's independent directors. A copy of the
Group's related party policy is available at bravebison.com/investors.
Transactions with associates and related parties during the year were:
2025 2024
£000's £000's
Amounts charged to Tangent Marketing Services Limited by Brave Bison
Recharge for HR related salary 41 35
Recharge for IT related salary - 9
Recharge for facilities staff salary 9 10
Recharge for other expenses - 1
Charge for marketing related costs - 8
Charge for property related costs 65 77
Charge for client related work 10 58
125 198
2025 2024
£000's £000's
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Charge for client related work 30 -
30 -
2025 2024
£000's £000's
Amounts charged to Printed Group Limited by Brave Bison
Charge for property related costs 19 38
Charge for client related work 19 66
38 104
At 31 At 31
December December
2025 2024
£000's £000's
Amounts owed by Tangent Marketing Services Limited 13 89
Amounts owed by Printed Group Limited 3 1
28 Reconciliation of liabilities arising from financing
activities
Lease Liabilities Bank loans > 1 year Bank loans < 1 year Total
£000's £000's £000's £000's
At 31 December 2024 1,712 116 19 1,847
Cashflows 160 4,997 1,072 6,229
At 31 December 2025 1,872 5,113 1,091 8,076
29 Acquisitions
On 3 January 2025, the Group acquired the entire issued share capital of
Engage Digital Partners Limited ("Engage"). The consideration was financed by
existing cash balances. Engage is a global sports marketing company that
works with the world's largest sports brands and federations including Formula
1, ICC, Real Madrid and New Zealand Rugby. Engage has offices in London, India
and Australia.
The fair value of the assets acquired and liabilities were as follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill - 2,968 2,968
Brand name - 174 174
Customer relationships - 428 428
Tangible Assets 106 - 106
Trade and other receivables 1,373 - 1,373
Cash and cash equivalents 465 - 465
Current liabilities (4,510) - (4,510)
Non-current liabilities (192) - (192)
Deferred tax (30) (150) (180)
(2,788) 3,420 632
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 44
Equity consideration 588
Deferred contingent cash consideration -
632
The fair value of the financial assets includes trade and other receivables
with a fair value of £1.4 million and a gross contractual value of £1.4
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired accumulated
workforce and the synergies expected from integrating Engage into the Group's
existing business. The Group has carried out a full fair value adjustment
exercise within the one year measurement period from the date of the
acquisition in accordance with IFRS3.
Engage contributed £5.2 million revenue and added a £0.5 million loss to the
Group's profit for the period between the date of acquisition and the
reporting date.
On 26 March 2025, the Group acquired the entire issued share capital of
Builtvisible Holdings Limited ("Builtvisible"). The consideration was financed
by existing cash balances. Builtvisible was established in 2009 and has
grown into a leading performance marketing agency specialising in organic
performance strategies through the use of search engine optimisation to drive
outcomes for clients including Aviva, Avis, Icelandair, Specsavers and Very
Group.
The fair value of the assets acquired and liabilities were as follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill - 1,996 1,996
Brand name - 170 170
Customer relationships - 2,026 2,026
Tangible Assets 32 - 32
Trade and other receivables 462 - 462
Cash and cash equivalents 224 - 224
Current liabilities (784) - (784)
Non-current liabilities (207) - (207)
Deferred tax (10) (550) (560)
(283) 3,642 3,359
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 1,512
Deferred guaranteed cash consideration 1,009
Deferred contingent cash consideration 461
Equity consideration 256
Completion accounts adjustment 121
3,359
The fair value of the financial assets includes trade and other receivables
with a fair value of £0.5 million and a gross contractual value of £0.5
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired accumulated
workforce and the synergies expected from integrating Builtvisible into the
Group's existing business. The Group has carried out a full fair value
adjustment exercise within the one year measurement period from the date of
the acquisition in accordance with IFRS3
Builtvisible contributed £3.1 million revenue and added a £0.2 million
profit to the Group's profit for the period between the date of acquisition
and the reporting date.
On 8 May, the Group acquired the entire issued share capital of The Fifth
Limited ("The Fifth"). The consideration was financed by existing cash
balances. The Fifth is an award-winning influencer marketing agency,
previously owned by News UK. It was founded in 2019 and delivers influencer
marketing, social strategy, and end-to-end creator-led campaigns for brands
including YouTube, Disney+, UKTV, FOX Entertainment, The Times, and Samsung
TV.
The fair value of the assets acquired and liabilities were as follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill - 1,424 1,424
Brand name - 205 205
Customer relationships - 110 110
Tangible Assets - - -
Trade and other receivables 446 - 446
Cash and cash equivalents - - -
Current liabilities (446) - (446)
Non-current liabilities - - -
Deferred tax - (79) (79)
- 1,660 1,660
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 575
Equity consideration 1,000
Deferred contingent cash consideration 85
1,660
The fair value of the financial assets includes trade and other receivables
with a fair value of £0.1 million and a gross contractual value of £0.1
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired accumulated
workforce and the synergies expected from integrating The Fifth into the
Group's existing business. The Group has carried out a full fair value
adjustment exercise within the one year measurement period from the date of
the acquisition in accordance with IFRS3
The Fifth contributed £2.2 million revenue and added a £0.1 million loss to
the Group's profit for the period between the date of acquisition and the
reporting date.
On 18 July 2025, the Group acquired the entire issued share capital of The
Mini Training Company Limited ("MiniMBA"). The consideration was partially
funded by an oversubscribed placing raising £13.5 million. MiniMBA is a
marketing skills and training platform that provides MBA-level education
through an online learning portal. Almost 6,000 marketing professionals take
MiniMBA courses every year and the platform has trained 40,000 delegates since
inception.
The provisional fair value of the assets acquired and liabilities were as
follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill - 13,821 13,821
Brand name - 384 384
Customer relationships - 3,959 3,959
Online content - 1,513 1,513
Intangible Assets 753 - 753
Trade and other receivables 146 - 146
Cash and cash equivalents 1,390 - 1,390
Current liabilities (2,255) - (2,255)
Deferred tax - (1,464) (1,464)
34 18,213 18,247
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 18,247
The fair value of the financial assets includes trade and other receivables
with a fair value of £0.1 million and a gross contractual value of £0.1
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating MiniMBA into
the Group's existing business. The Group has carried out an interim fair
value adjustment exercise and will be completing a full year exercise within
the one year measurement period from the date of acquisition in accordance
with IFRS3. Once the full valuation exercise has been completed the
allocation may be amended between goodwill and other intangibles.
MiniMBA contributed £4.5 million revenue and added a £0.6 million profit to
the Group's profit for the period between the date of acquisition and the
reporting date.
On 11 September 2025, the Group acquired the entire issued share capital of
MTM London Limited ("MTM"). The consideration was financed by existing cash
balances alongside the groups revolving credit facility with Barclays. MTM is
a strategy and insights consultancy working with global technology and media
companies such as Google, Figma, Samsung and Spotify
The provisional fair value of the assets acquired and liabilities were as
follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill - 6,259 6,259
Brand name - 464 464
Customer relationships - 2,275 2,275
Tangible Assets 32 - 32
Trade and other receivables 4,086 - 4,086
Cash and cash equivalents 3,258 - 3,258
Current liabilities (4,108) - (4,108)
Deferred tax (18) (685) (703)
3,250 8,313 11,563
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 6,911
Initial equity consideration 946
Deferred equity consideration 889
Completion accounts adjustment 631
Earn out valuation 2,186
11,563
The fair value of the financial assets includes trade and other receivables
with a fair value of £4.1 million and a gross contractual value of £4.1
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating MTM into the
Group's existing business. The Group has carried out an interim fair value
adjustment exercise and will be completing a full year exercise within the one
year measurement period from the date of acquisition in accordance with
IFRS3. Once the full valuation exercise has been completed the allocation
may be amended between goodwill and other intangibles.
MTM contributed £3.4 million revenue and added £0.2 million to the Group's
profit for the period between the date of acquisition and the reporting date.
30 Post balance sheet events
On 2 March 2026, the Group acquired a 28% direct equity interest in System1
Group plc ("System1") by way of a share-for-share exchange with John Kearon,
System1's founder and largest shareholder, and on-market purchases totalling
£1.3 million (together the "Strategic Investment").
In exchange for his 2,919,793 ordinary shares in System1, John Kearon will be
issued with 9,810,504 new ordinary shares in Brave Bison, representing 8.7% of
the Group's enlarged issued share capital, at an issue price of 74 pence per
new Brave Bison share (the "Issue Price"). John Kearon has agreed to an
18-month lock up period.
In addition, Brave Bison has acquired a further 628,111 shares for cash via
on-market purchases for a total consideration of £1.3 million at a price of
210 pence per share.
Based on the Issue Price and on-market purchases, the blended price per
System1 share acquired is 242 pence, representing an FY26e EV/EBITDA of 5.2x.
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