REG - Ebiquity PLC - Final Results
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RNS Number : 2139B Ebiquity PLC 21 April 2026
21 April 2026
Ebiquity plc
Final Results for the year ended 31 December 2025
FY25 results in line with January 2026 trading update
Decisive strategic and operational actions, including key leadership changes,
position the Group to return to growth
Ebiquity plc, the independent authority in marketing effectiveness, announces
its results for the year ended 31 December 2025 ("FY25").
Financial Summary
Group 2025 2024 Change
£m £m £m %
Revenue 73.4 76.8 (3.4) (4%)
Adjusted Operating Profit(1) 4.6 7.9 (3.3) (42%)
Adjusted Operating Profit Margin (%)(1) 6.3% 10.3% - (4.0pp)
Adjusted Profit before Tax(1) 1.1 6.5 (5.4) (82%)
Adjusted (Loss)/Earnings per Share(1) (1.4p) 3.2p (4.6p) (143%)
Statutory Operating Loss (8.6) (0.9) (7.7) (834%)
Statutory Loss before Tax (12.1) (2.3) (9.8) (423%)
Statutory Loss per Share (10.1p) (2.7p) (7.5p) (253%)
Adjusted Cash from Operations 12.8 9.6 3.2 33%
Free cash flow(2) 3.1 (2.6) 5.7 221%
Net Debt(3) 13.1 15.6 2.5 16%
• Revenue down 4% at £73.4 million with good performance in UK &
Ireland more than offset by challenges in North America and Europe.
• Adjusted Operating Profit decreased by £3.3 million to £4.6 million
(42%) with adjusted operating margin reducing to 6.3% (2024: 10.3%).
• Statutory Operating Loss of £8.6 million, a £7.7 million decline
from a £0.9 million loss in 2024. This was driven by the non-cash impairment
of the goodwill and intangible assets in the North America region of £10.0
million.
• Contract Compliance delivered strong 7% growth, demonstrating
demand for our compliance and governance services.
• Improved cash generation with adjusted cash from operations of
£12.8 million (2024: £9.6 million), and FCF up to £3.1 million (2024:
£(2.6 million).
• Robust financial position, with net debt at 31 December 2025 of
£13.1 million, down by £2.5 million compared to 2024.
1. Adjusted numbers exclude highlighted items (comprising amortisation of
acquired intangibles, acquisition and refinancing costs, severance and
reorganisation costs, and other non-recurring items) and are alternative
performance measures ('APMs') adopted by the Group. These non-GAAP measures
are considered useful in helping to explain the performance of the Group and
are consistent with how business performance is measured internally by the
Group. Further details of the APMs, including their reconciliation to
statutory numbers, are given below.
2. Free cash flow is net cash from operating activities per the statutory
cash flow, less capital expenditure, less net lease payments, less loan fees
3. Net Debt excludes restricted cash within the Russian operation
(Restricted cash 2025 £1.1 million; 2024 £0.8 million)
Strategic and operational highlights
• Leadership team significantly strengthened during 2025 with the
appointment of a new Chief Financial Officer to drive operational and process
improvement, including stronger cost and cash management, and new Managing
Directors for Australia and the Americas. New roles have also been created for
a Chief Operating Officer to improve operational efficiency, and also a
dedicated Chief Marketing Effectiveness Officer. Further leadership
appointments have been undertaken in 2026 with appointees to the new roles of
Managing Director of Marketing Transformation and Head of Growth, Americas.
• Staff Cost to Profit Conversion KPI introduced in FY25 and embedded
in the FY26 budgeting process to drive commercial discipline and deliver
profitable customer engagements.
• AI and proprietary technology innovations introduced to deliver
operational benefits, including ERAbot, a proprietary agentic AI assistant
deployed and used by over three quarters of the workforce by the end of FY25.
• Extensive employee training and enhanced client communications
delivered, including a "Winning RFP" framework implemented globally.
• Ebiquity Advisory Board established, comprising industry experts
providing strategic guidance.
Outlook
The decisive strategic and operational actions taken in the year to strengthen
our leadership, operations, technology and market focus, position the Group to
return to growth.
While economic uncertainty and geopolitical conditions have impacted the ad
market, particularly in North America, global media ad spend is still
estimated at U$1.148 billion in 2026, an increase of 10% over 2025. The
average marketing budget is estimated to have represented 7.7% of corporate
revenue in 2025, with 30.6% of that budget allocated to paid media. Three
quarters of global marketers are looking to drive deeper integration between
media and creative in 2026. All of these factors play to Ebiquity's
strengths. With the decisive actions that we have taken, we are confident
that we can now successfully capitalise on these opportunities and build on
Ebiquity's status as the independent authority in marketing effectiveness in
the year ahead.
Q1 2026 has begun encouragingly with good demand for our integrated
independent expertise and secured marketing effectiveness engagements which
have an aggregate contract value of more than £10 million over their
three-year terms. We expect Q2 to give us greater visibility on the full
year outturn while, in the meantime, we will remain committed to cost
discipline and profitability while investing sustainably in proprietary
technology infrastructure and embedding AI capabilities more deeply into our
operating model and client offerings.
Ruben Schreurs, Chief Executive Officer, commented:
"While market conditions, particularly in North America, have had a negative
impact on our financial results in 2025, we have acted decisively to
strengthen the business and improve performance. A new leadership team is in
place in North America, we have carried out a comprehensive programme to
improve operational efficiency across the organisation and have continued to
invest in our people and technology platform to give us competitive advantage.
These initiatives are making an impact. We have entered the current year
with encouraging commercial momentum, with good demand for our integrated
independent expertise and having secured marketing effectiveness engagements
with an aggregate contract value of more than £10 million over their
three-year terms.
The changes we have implemented in 2025, across leadership, operations,
technology and market positioning, provide tangible evidence of our execution
capability and position us well for a return to growth."
Details of presentations
The Company will be hosting a webcast presentation for analysts and
institutional investors at 09:00 BST today. If you would like to register,
please contact alex.campbell@camarco.co.uk.
The Company will also be giving a presentation for investors via the Investor
Meet Company platform on 23 April 2026 at 10.00 BST. Investors can sign up to
Investor Meet Company for free and add to meet Ebiquity plc via:
https://www.investormeetcompany.com/ebiquity-plc/register-investor
(https://www.investormeetcompany.com/ebiquity-plc/register-investor) .
Investors who already follow Ebiquity plc on the Investor Meet Company
platform will automatically be invited.
Enquiries:
Ebiquity plc
+44 (0)20 7650 9600
Dorcas Murray, Company Secretary
Camarco
Geoffrey Pelham-Lane
+44
(0)7733 124 226
Ben Woodford
+44 (0)7990 653 341
Phoebe Pugh
+44 (0)7586 714 048
Alex Campbell
+44 (0)7710 230 545
Cavendish Capital Markets (Nominated Advisor & Sole Broker)
+44 (0)207220 0500
Ben Jeynes/ George Lawson/Andrea Callaghan - Corporate Finance
Julian Morse/ Louise Talbot/ Sunila de Silva - Sales/ ECM
About Ebiquity plc
Ebiquity is the independent authority in marketing effectiveness. Trusted by
more than 75 of the top 100 global advertisers - and 500 more worldwide - we
analyse over $100 billion in media spend each year. This unmatched scale gives
us the deepest data and the sharpest insights in the industry, powering the
impartial advice our clients act on to make the right decisions that deliver
Effective and Responsible Advertising.
Our work is driven by over 640 experts on the ground in 19 countries. Covering
more than 80% of the world's media market, we are the most local and the most
global, ensuring local relevance with global consistency.
With our evidence-based consultancy, clients transform their media operations,
strengthen governance of their investments, and unlock significant incremental
business growth.
On average, our clients achieve a 15% improvement in ROI and collectively
generate over $1 billion in value annually through our digital governance
programmes.
For further information, please visit: www.ebiquity.com
(http://www.ebiquity.com/)
Chair's statement
When I presented my last report to shareholders, our new executive team had
just been constituted. Ruben was appointed CEO in November 2024 and, under
his direction, Mark Gay was made COO in January 2025, with Kayte Herrity
joining the Group as CFO in March that year. The leadership team took up their
positions with an energy, determination and enthusiasm in the face of
significant macro-economic headwinds. Market uncertainty and the imposition of
tariffs continued to affect client confidence, erode marketing budgets and
delay media investment decisions.
This position was most critical in the USA. However, it also became apparent
in the first half of the year that the business faced internal issues as well
as adverse market conditions. Ruben acted decisively, including with the
appointment of new MD in the Americas in June. As well as in the USA, the
reorganisation of the business encompassed other regions as management
undertook a comprehensive restructuring in the face of continued headwinds and
competitor pressure, reshaping the business's cost base, prioritising
profitable, sustainable growth and introducing stringent cash and cost
controls. It is a testament to the efficacy of the Group's cash and cost
management that net debt at 31 December 2025 was £2.5 million lower at £13.1
million than at the same time last year.
The actions of the management team have been necessary, appropriate and
timely. Nonetheless, the Group ended the year with revenue of £73.4 million
and Adjusted Operating Profit of £4.6 million, compared with £76.8 million
and £7.9 million respectively in 2024. These are not the results we hoped
to present for 2025 and this has been reflected in a significant fall in the
Company's share price during the year. The Board understands that the Company
needs to set and deliver on realistic expectations on a consistent basis in
order to regain the trust of the investment community and rebuild the
Company's investment proposition and value.
During the latter part of 2025, the Board spent a significant proportion of
its time on the development and revision of the Company's strategy and on the
key performance indicators critical to measuring the Company's performance and
success in achieving its objective. We have made significant progress in
this regard and expect to be able to announce an updated strategic direction
for the Group at a capital markets day to be held in June 2026.
The focus of that direction will be to ensure Ebiquity can take advantage of
its unique position within the marketing industry. Advertising provides
businesses the world over with a powerful lever for growth and the market is
understandably vast and increasingly complex as consumers adopt and embrace
new media and channels. Brands face the reality of lost market share, limited
impact, wasted budget and unwarranted cost if they are unable to devise
effective marketing strategies. Ebiquity offers an unmatched combination of
deep expertise, rich data, advanced technology and rigorous independence to
enable it to cut through the complexity of the market and provide clients with
evidence-based advice and a measure of what works and what does not across the
whole of the media industry.
While there are considerable opportunities available to the Company and it
enjoys an unparalleled market advantage, this has not translated into tangible
results or value for shareholders in recent years. The actions taken over the
past year to establish a new and aligned leadership group, re-model the
operating structure, reshape the cost base, invest in AI and technological
capabilities, all underpinned by an unrelenting focus on profitability have
been consciously designed to reinforce and enhance our position as the
industry's independent authority on market effectiveness. With the
announcement of the updated strategy later this year, the Company will be well
placed to move forward positively and build sustainable value for
shareholders. There is more on the work that the Company has undertaken in
2025 to set it up for success in the CEO's report which follows and the COO's
report in our annual report and accounts for the year ended 31 December 2025
(FY25 ARA).
There have been further changes to the composition of the Board in 2025. We
established a new role of Board observer in January 2025 to provide ELT
members with Board level experience and enhance the exposure of the Board and
ELT to one another and Mark Gay took up that role in January 2025. In addition
to Mark's appointment and Kayte's joining the Board in March, Chris Sweetland
joined the Board as independent non-executive director and Chair of the Audit
and Risk Committee in September 2025. Chris has extensive experience in the
media and marketing industries and in listed environments gained during the
course of his long and illustrious executive and non-executive career,
including over 25 years with WPP, ultimately as Deputy Group CFO. As a
qualified chartered accountant, he brings recent and relevant financial
expertise to the Committee and has already contributed significant support and
constructive advice to the executive team in connection with the recent
refinancing, the year-end audit and the Company's root and branch review of
its risk management framework.
Chris took over as Chair of the Audit and Risk Committee when Richard Nichols
stepped down after many years with the Company, including a period when he
agreed to stay on while his successor was identified. Richard was a valued
colleague and source of wise counsel for all Board members during his time on
the Board and we would like to thank him for his dedication and commitment
over his years of service to the Company.
In common with many other AIM companies, Ebiquity looks to the principles of
the QCA Corporate Governance Code to set its governance framework. Principle
6 requires the Company to establish and maintain a well-functioning balanced
Board. Ebiquity's Board offers a diverse range of backgrounds, skills and
experience, spanning advertising, marketing, consumer and other industries,
data and digital media, corporate finance, risk and governance. This is
exemplified in the biographies of Board members in our FY25 ARA. Ultimate
responsibility for the quality and effectiveness of the Board sits with me as
Chair and I am pleased that we have achieved this breadth and depth of
representation and expertise.
Along with another of the non-executive directors of the Company, I attended
the inaugural edition of ERA26 in person in October 2025, a new annual event
designed by Ebiquity to equip senior marketers with the insights needed to
plan effectively for the year ahead. I was impressed by the quality of
presentations delivered and the calibre and engagement of the attendees. It
was a thought-provoking event, raising many pertinent issues relevant to the
industry as a whole and exemplifying the leadership that the Company
demonstrates in championing the values of responsibility and efficacy to the
advertising industry. The Group remains committed to its ESG agenda, once more
printing the FY25 ARA in black and white to reduce cost and environmental
impact, continuing its involvement with the Ad Net Zero partnership and its
support for local communities and taking regular pulse survey of employee
engagement. This is not always a comfortable task in a time of significant
change and cost cutting but it is necessary and illuminating and I am pleased
to note that staff engagement remains strong. There is more on this in the
social responsibility section of the Sustainability report in our FY25 ARA.
On behalf of the Board, I would like to thank all of our employees for their
continued hard work and commitment to the Company.
While the results in 2025 have been disappointing I am confident that the
Group has positioned itself to make significant progress. The Board and I are
looking forward to being part of the capital markets day in 2026, to meeting
current and prospective investors and having the opportunity to present our
updated strategic direction to them. 2026 promises to be a positive and, I
hope, a pivotal year of progress for Ebiquity.
Rob Woodward CBE
Chair
Chief Executive Officer's Review
Having long been aware of Ebiquity's significant heritage and potential, as
well as the considerable historical challenges facing the Company, I found
that my first full year as Group CEO confirmed both realities.
2025 presented demanding market conditions, particularly in North America, the
Asia-Pacific region and parts of Europe. Our financial results were
disappointing, primarily driven by our performance in North America, and we
did not deliver on market expectations. As a result, our share price halved
over the year - something I am all too aware of as the Company's largest
private shareholder. While the external environment was a significant driver
in this, our internal operating model was also a factor. We did not have the
right leadership in North America and we lacked disciplined focus on sustained
profitability across the organisation.
We have acted decisively throughout the year to address these issues and have
strengthened the business; we have put in place new leadership in North
America and carried out a comprehensive restructuring programme to improve
operational efficiency across the organisation, while continuing to invest in
our people and our technology platform.
These initiatives mean we have entered the current year with confidence, with
strong client demand for our integrated independent expertise and having
secured marketing effectiveness engagements with an aggregate contract value
of more than £10 million over their three-year terms. Our cost base has now
been reshaped and we enjoy a unique competitive advantage in our rich and
extensive vault of media data built over many years of trusted relations with
our clients and the expertise and tools to interrogate and analyse it
effectively, efficiently and responsibly. Our updated strategy and KPIs to
measure our success over the next three years are close to finalisation and
will be rolled out in 2026.
Our differentiated market position
Ebiquity serves more than 75 of the top 100 global brand advertisers and the
strength of Ebiquity's market positioning in this regard this should not be
underestimated. Our position as the independent authority in marketing
effectiveness derives from rich proprietary data, fierce independence and wide
expertise accrued over many years through frank, honest and open client
relationships that are based on truth. This trusted position, combined with
our data platforms which contain over US$100 billion of transacted media data
across more than 120 countries, creates a competitive moat few organisations
can replicate. To maintain and build on this advantage requires us to deliver
increasingly scalable, value-additive solutions that address current and
future client challenges.
Our integrated 'Transform > Govern > Grow' capabilities address the
entire advertising lifecycle, providing brands with reliable independent
expertise to navigate a complex, fragmented marketing landscape. This holistic
approach, firmly rooted in our position as a trusted independent adviser,
provides unique opportunities to expand solutions offered to each client and
enhance revenue growth in 2026 and beyond.
Our 'Most Local, Most Global' philosophy, embraced across the organisation and
implemented locally, celebrates our expertise in specific local markets and
our unique ability to service large global clients. Each dimension supports
and enhances the other, with a valuable data and technology spine that is
developed and maintained centrally.
Performance in 2025
While revenue in the first half remained in line with the prior year, with
solid UK&I and Contract Compliance performances offsetting poor
performance in North America, APAC and Continental Europe, economic
uncertainty and geopolitical tensions continued to delay customer
decision-making and reduce client investment in the second half. The effects
of these factors were exacerbated by our internal operational challenges.
Through stringent cost and cash management, our year-end net debt stood at
£13.1 million, representing a reduction of £2.5 million compared with
2024. Nonetheless, we ended 2025 with revenue down 4% and adjusted operating
profit down 42%, compared with the prior year. There is more on our financial
results in the Chief Financial Officer's report which follows.
Delivering operational improvements in 2025
In addition to improvements in our operational efficiency, restructuring of
our cost base and continued investment in our marketing effectiveness and
media performance capabilities in 2025, we also executed critical changes to
team composition globally in 2025. Both our leadership team and operating
model are now strongly aligned around unified global objectives.
Our leadership team was significantly strengthened. We appointed a new
Managing Director in Australia and Michele Harrison as Managing Director
Americas in North America. Under Michele's leadership, a comprehensive
recovery plan for that region was implemented, breaking down silos, plugging
critical capability gaps, restructuring the cost base and focusing on
profitable client relationships.
We announced several internal appointments in early 2025, including creating
positions to drive our UK&I business and to focus on revenue across the
Group. Mark Gay was appointed to a newly created Chief Operating Officer role
with oversight over internal operations and efficiency. Mark and Kayte
Herrity, who joined as CFO in March 2025, have been instrumental in driving
operational and process improvement and managing cost and cashflow. The
establishment of a fully dedicated Chief Marketing Effectiveness Officer role
reflects the importance of that division.
In January 2026, we appointed a Managing Director of Marketing Transformation
to lead our integrated transformation offering, reinforcing our position as
partner of choice for enterprise marketing transformation, and in March 2026 a
Head of Growth, Americas joined the leadership team in the Americas, with a
mandate to accelerate the region's growth trajectory.
Across the business, we exercised disciplined control over costs and cash,
managing staffing, external partners and working capital to deliver improved
cashflow and lower net debt. In mid-2025, we launched our Staff Cost to Profit
Conversion (SPC) metric to drive commercial discipline and to ensure customer
engagements are delivered profitably. This critical KPI, now used by all
regional, local and client leaders, enables us to be more commercially
assertive and supports us in commanding the value for our services which our
expertise and resources merit. This disciplined approach has shaped our global
budgeting process for 2026 and is used through the business as a gauge of
business success.
At the forefront of AI and proprietary technology innovation
Our AI and proprietary technology positions Ebiquity at the forefront of
industry innovation while generating immediate operational benefits. ERAbot,
our proprietary agentic AI assistant, was deployed across our global workforce
in 2025. During the second half of 2025 ERAbot was being used by over 75% of
our workforce on average. That percentage has now risen to over 90%. This
intelligent tool seamlessly and securely accesses our Media Data Vault's
extensive data, enhancing our consultants' capabilities and responsiveness
while creating significant productivity gains. Having focused on building
capability in 2025, we will deploy further scalable customer-facing
initiatives in 2026 including geographic and market expansion of our Total TV
solution; the continued evolution of the ERA Curriculum; enhancement of data
within our Media Data Vault to strengthen competitive advantage; and the
deployment of AI capability within the Media Data Vault to provide clients
with richer insights. Our infrastructure enables direct integration with
client AI systems, positioning us for the consulting model of the future.
There is more on these initiatives in our Chief Data and Technology Officer's
report in our FY25 ARA.
A trusted adviser
Our commercial success depends on our reputation for independent advice that
drives business growth, underpinned by transparency, ethics, and measurable
value delivery. In 2025, we reinforced our leadership in effective and
responsible advertising through the establishment of the Ebiquity Advisory
Board, comprised of distinguished industry experts to provide strategic
guidance, and through our active participation as a founding member of the
Agentic Advertising Organization, which governs the open standard for agentic
advertising called AdCP (Ad Context Protocol).
In October 2025, we hosted ERA26, bringing together over 200 senior marketing
leaders to explore how advertisers can build more effective, trusted and
sustainable media investment strategies. Throughout the year, we contributed
thought leadership through our 'Agency Watch' newsletter and numerous articles
and insights and we successfully launched our new website generating a
200-fold increase in views since March 2025.
Extensive employee training and client communications were delivered on
enhancements to our solutions portfolio throughout 2025 and in Q2 2025 we
implemented a 'Winning RFP' framework globally.
Positioned for growth
Our path forward balances the focus on delivering near-term financial
performance with the strategic long-term vision necessary to continue building
lasting competitive differentiation. We remain committed to cost discipline
and profitability while investing sustainably in proprietary technology
infrastructure and embedding AI capabilities more deeply into our operating
model and client offerings. These investments establish enduring advantages
against traditional market players.
The changes we have implemented in 2025 - across leadership, operations,
technology and market positioning - provide tangible evidence of our execution
capability and position us for a return to growth.
The market opportunity available is considerable and growing. Global media ad
spend is estimated at US$1.148 billion in 2026, an increase of 10% over
2025. The average marketing budget is estimated to have represented 7.7% of
corporate revenue in 2025, with 30.6% of that budget allocated to paid media.
3 in 4 global marketers are looking to drive deeper integration between media
and creative in 2026. All of these factors play to Ebiquity's strengths.
Although our financial performance last year was lacklustre and economic
headwinds have persisted into 2026, the reset undertaken in 2025 has
positioned us well for 2026. With the remodelling of our operating structure
now complete and committed leadership in place, we look forward to launching
our revised strategic priorities and building on Ebiquity's status as the
independent authority in marketing effectiveness in the year ahead.
My thanks go to our clients for their continued trust and to our exceptional
global team and all our employees for their expertise and commitment over the
last year.
I also want to express my gratitude to our investors for their ongoing
support. As the largest private shareholder, as well as a director, I remain
personally committed to ensuring that Ebiquity's position as the independent
authority in marketing effectiveness is reflected in increased shareholder
value.
The work undertaken with the Board and the Executive Leadership Team on
defining and articulating our strategic priorities for 2026 and beyond is now
nearing completion. A capital markets day will be held on 29 June 2026 and I
look forward to the opportunity to present our strategy and introduce our
leadership team in person then to both current and prospective investors.
Ruben Schreurs
Chief Executive Officer
Finance Review
Adjusted results(1) Highlighted items Statutory Results Adjusted results(1) Highlighted items Statutory Results
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Revenue 73.4 - 73.4 76.8 - 76.8
Project-related costs (6.6) - (6.6) (7.3) - (7.3)
Staff costs (49.3) (2.9) (52.2) (49.1) (2.6) (51.6)
Other operating expenses (12.9) (10.3) (23.2) (12.5) (6.3) (18.7)
Operating profit/(loss) 4.6 (13.2) (8.6) 7.9 (8.8) (0.9)
Net finance costs (3.5) - (3.5) (1.4) - (1.4)
Profit/(loss) before tax 1.1 (13.2) (12.1) 6.5 (8.8) (2.3)
Tax (charge)/credit (3.1) 1.1 (2.0) (2.1) 0.8 (1.3)
(Loss)/profit for the period (1.9) (12.1) (14.0) 4.4 (8.1) (3.6)
Adjusted profit margin 6.3% 10.3%
Adjusted and statutory diluted (loss)/earnings per share (p) (1.39p) (10.14p) 3.17p (2.66p)
(1)Adjusted numbers exclude highlighted items and are alternative performance
measures ('APMs') adopted by the Group. These non-GAAP measures are considered
useful in helping to explain the performance of the Group and are consistent
with how business performance is measured internally by the Group. Further
details of the APMs, including their reconciliation to statutory numbers, are
given below.
Revenue
Full year 2025 revenues of £73.4 million were 4% lower than for FY2024. A
good performance by UK&I up 5% was more than offset by North America down
23%, and Continental Europe down 6%, with APAC broadly flat.
Revenue by Region:
2025 2024 Change
£m £m £m %
UK & Ireland 33.0 31.5 1.6 5.0%
Continental Europe 19.8 21.0 (1.2) (5.5%)
North America 12.8 16.6 (3.8) (22.8%)
APAC 7.7 7.7 (0.0) (0.3%)
Revenue by Region 73.4 76.8 (3.4) (4.4%)
The growth in UK&I (+5%) was driven by the Transform offering, which grew
71% year on year, including a strong performance in the Retail and Healthcare
& Pharma sectors. The growth was supported by a dedicated Growth and New
Business role hired in Q1 2025 to focus on the domestic market, which brought
in new client logos and significantly improved RFP win rates. Growth from new
and existing clients more than offset headwinds in the international market.
Continental Europe delivered a mixed performance, with strong growth in Italy
(+35%) and Portugal (+11%) partially offsetting softer trading in France and
Germany. The Transform offering faced headwinds in the Consumer-packaged
Goods and Financial Services sectors, which together accounted for £0.9
million of the year-on-year downside.
North America declined 23% year on year, with the Govern offering accounting
for most of the reduction. Performance was impacted by a combination of
persistent macro-economic headwinds, extended client decision cycles, and
project deferrals, which impacted revenue across the Automotive, Retail, and
Travel and Hospitality sectors. A new Managing Director was appointed in June,
who subsequently restructured the North American leadership team, and the
business enters 2026 with a strengthened organisational structure and
improving commercial momentum, particularly in relation to multi-solution
clients.
APAC revenue remained flat year on year, with strong growth across all regions
in Transform, mainly in Agency Selection Management. This was offset by a
decline in China driven by lower Govern revenue, predominantly in the
Consumer-Packaged Goods and Technology and Telecom sectors.
Revenue by service line
2025 2024 Change
£m £m £m %
Transform 8.4 7.9 0.5 6.2%
Govern 54.8 58.6 (3.9) (6.6%)
Media Performance 46.5 50.8 (4.4) (8.6%)
Contract Compliance 8.3 7.8 0.5 6.8%
Grow 10.2 10.3 (0.0) (0.4%)
Revenue by service line 73.4 76.8 (3.4) (4.4%)
Transform (+6%)
Revenue of £8.4 million increased by 6%, with increased demand for Agency
Selection Management services driving strong growth in the UK & Ireland,
and increased demand within Australia and Singapore within APAC, partly offset
by lower revenue in North America and Europe, the latter driven by France and
Germany.
Govern (-7%)
Media Performance revenue decline by £4.4 million (9%), predominantly due to
a £3.5 million downside in North America across benchmarking, value track and
audit products, compounded by downsides in UK&I and across APAC. Europe
remained flat, with strong growth in Italy offset by lower revenues in France
and Germany.
Contract Compliance: Significant 20% growth across UK&I supported by good
growth in Germany, India and Australia, primarily driven by existing clients
increasing the scope of their work, partly offset by declines in North America
and China revenues, driven by non-annual audit cycle clients.
Grow (0%)
Revenue of £10.2 million is broadly in line with prior year. Encouragingly, a
number of new significant client wins were secured across UK&I and North
America towards the close of the year, providing commercial momentum going
into 2026.
Adjusted Operating Profit
Adjusted operating profit Adjusted operating profit margin
2025 2024 2025 2024
£m £m % %
UK & Ireland 8.4 7.2 25.3% 22.7%
Continental Europe 3.2 3.4 15.9% 16.0%
North America 1.0 3.3 8.0% 19.6%
APAC 0.5 0.7 6.5% 8.7%
Unallocated (8.5) (6.5) NA NA
Adjusted operating profit 4.6 7.9 6.3% 10.3%
Adjusted operating profit (statutory operating profit excluding highlighted
items) reduced by £3.3 million to £4.6 million (2024: £7.9 million), driven
primarily by revenue downside of £3.4 million. The adjusted operating profit
margin reduced to 6.3% from 10.3% in the prior year.
A disciplined approach to cost control saw production costs fall by 10%, and
staff costs grow at less than 1% increase year on year. Investment in travel,
marketing and IT was partly offset by lower property costs, driven by the
down-sizing of our London office.
Highlighted items
Highlighted items comprise charges and credits which are highlighted in the
income statement, where separate disclosure is considered appropriate in
understanding the underlying performance of the business. These are used for
the calculation of certain alternative performance measures.
Highlighted items after tax in 2025 totalled a charge of £12.1 million
compared with £8.1 million in 2024, of which cash items of £1.3 million were
lower than £3.1 million in the prior year. Highlighted items include the
following:
2025 2024
£'m £'m
Share option charge/(credit) 0.2 (0.5)
Amortisation of purchased intangibles 1.1 3.2
Impairment of goodwill and intangible assets 10.1 4.0
Severance and reorganisation costs 3.1 1.7
Onerous lease provision/Dilapidations provision 0.2 (0.1)
Revaluation of contingent consideration (1.8) (1.3)
Acquisition and refinancing 0.3 1.0
Transformation costs - 0.8
Sub-total before tax 13.2 8.8
Taxation (credit) (1.1) (0.8)
Total highlighted items 12.1 8.1
An impairment charge of £10.0 million was recognised for the North America
CGU group, reflecting an assessment of the value in use against its carrying
value. £9.8 million of the impairment charge relates to goodwill, with the
remaining £0.2 million relating to purchased intangibles. At H1 2025 an
impairment charge of £8.3 million was recognised, eliminating the acquired
North America goodwill in full. The resulting £1.7 million impairment
recognised at 31 December 2025 related to reallocated goodwill and purchased
intangibles from MediaPath and Digital Decisions to the North America group.
Full detail is provided in note 6. A further £0.1 million impairment was
recognised for R&D intangibles, whereby an external piece of development
was brought in-house.
Severance and reorganisation costs of £3.1 million (2024: £1.7 million) were
higher than the prior year, reflecting a global headcount restructuring
programme implemented in December 2025, a divisional reorganisation in the
first half of the year, and the departure of a member of the executive
leadership team.
The amortisation charge fell to £1.1 million (2024: £3.2 million) reflecting
the full amortisation of customer relationship and contract assets from the
MMi and MediaPath acquisitions. The remaining purchased intangibles net book
value primarily relates to the GMP licence asset, which was acquired through
the acquisition of MediaPath.
Revaluation of contingent consideration of £1.8 million (2024: £1.3 million)
reflects the final revaluation and settlement of contingent consideration in
respect of a historical acquisition.
Acquisition and refinancing costs of £0.3 million (2024: £1.0 million)
relate to the amendment and restatement of the Group's revolving credit
facility in March. The reduction from the prior year principally reflects
£0.6 million of aborted acquisition costs incurred in 2024. Full detail on
all highlighted items is provided in note 3.
Finance costs
Net finance costs increased to £3.5 million in 2025 from £1.4 million in
2024. The Group's underlying interest expense of £2.1 million was consistent
with the prior year. The increase was driven by non-cash foreign exchange
movements on intercompany positions, which resulted in a charge of £1.4
million (2024: gain of £0.6 million). This was predominantly driven by the
GBP strengthening against the US dollar and weakening against the Euro.
Taxation
The adjusted effective tax rate of (267.2%) (2024: (31.9%)) is significantly
higher than the prior year. This reflects interest‑related adjustments now
included within underlying profits and the fact that the Group's substantial
current‑year losses do not give rise to a recognisable tax benefit under
updated profit forecasts. During the year, the Group also derecognised a £0.9
million deferred tax asset relating to US tax losses of £0.9 million, and US
intangible assets of £1 million as revised forecasts indicate that only
modest profits are expected in the US and are insufficient to support
recognition of the assets. These impacts were partially offset by a
non‑taxable credit arising from the release of a contingent provision. The
overall effective tax rate remains materially distorted due to the Group's
loss‑making position for the year. The statutory tax charge for the year was
£1.97 million (2024: £1.3 million), which includes a credit on highlighted
items of £1.1 million (2024: £0.8 million).
Earnings per share
Adjusted basic earnings per share decreased from 3.22p at 31 December 2024 to
a loss of 1.39p at 31 December 2025. Additionally, adjusted diluted earnings
per share decreased from 3.17p in the prior period to a loss of 1.39p. There
was a statutory loss per share of 10.14p (2024: loss per share of 2.66p).
Dividend
No dividend has been declared for the 12 months ended 31 December 2025 (2024:
£nil).
Statutory Operating Loss
The statutory operating loss of £8.6 million (2025: £0.9 million) was
primarily driven by a goodwill and purchased intangible assets impairment
charge of £10.0 million recognised in respect of North America which reduced
the associated goodwill to £nil.
Statement of financial position and net assets
A non-statutory summary of the Group's balance sheet at 31 December 2025 and
31 December 2024 is set out below.
2025 2024
£m £m
Goodwill and intangible assets 30.0 41.4
Right-of-use assets 2.1 2.8
Other non-current assets 1.2 2.9
Net working capital 6.1 10.6
Lease liabilities (2.8) (3.5)
Contingent consideration 0.0 (2.7)
Other non-current liabilities (0.5) (0.9)
Net bank debt (12.0) (14.8)
Net Assets 24.0 35.8
Net assets at 31 December 2025 were £24.0 million, a reduction of £11.8
million from £35.8 million at 31 December 2024. The primary driver was the
£10.0 million goodwill and purchased intangible assets impairment charge
recognised in respect of the North America CGU, with the amortisation of
acquired intangible assets accounting for the balance of the £11.4 million
reduction in the goodwill and intangibles line. This was partially offset by
the settlement of contingent consideration, which eliminated the £2.7 million
liability carried at the end of 2024, and a £2.8 million improvement in net
bank debt.
Working capital reduced to £6.1 million from £10.6 million at 31 December
2024. The Group maintained its focus on working capital management during the
year, and the reduction reflects a focus on billing and collecting cash. At 31
December 2025 there was a net corporation tax receivable of £0.4 million
compared to a liability at 31 December 2024 of £1.0 million reflecting the
reduced level of profitability in the year; this movement provided a partial
offset to the overall reduction in working capital.
Net Debt and Cash Management
Net debt improved to £13.1 million at 31 December 2025 from £15.6 million
reflecting a reduction of £2.5 million year-on-year. Restricted cash held
in Russia, which is not freely and immediately available to the Group, is not
included in the net debt balance, and amounted to £1.1 million at 31 December
2025 (2024: £0.8 million).
Cash management and cash generation are a key priority and focus for the
Group. Free cash flow improved to £3.1 million (2024: £2.6 million
outflow), driven principally by a £6.7 million favourable movement in working
capital and lower spend on leases and highlighted items, partly offset by
lower operating profit.
The following table reconciles the statutory operating profit to operating
cash flow and free cash flow, both of which are defined in the Glossary.
2025 2024
£m £m
Statutory operating profit (8.6) (0.9)
Add back: Adjusting items 13.2 8.8
Adjusted operating profit 4.6 7.9
Depreciation 1.5 1.8
Amortisation 2.0 1.8
Discounting on Dilapidations provision - 0.2
Adjusted EBITDA(1) 8.1 11.6
Working capital movement(2) 4.7 (2.0)
Adjusted cash generated from operations 12.8 9.6
Adjusted cash conversion % 279% 122%
Highlighted items (2.5) (4.1)
Cash generated from operations 10.3 5.5
Lease payments and dilapidations (1.3) (2.1)
Capital expenditure R&D (1.6) (1.2)
Capital expenditure Other (0.2) (0.8)
Net interest (1.9) (2.0)
Taxation (2.2) (1.9)
Free Cash Flow 3.1 (2.6)
Free cash flow conversion 67% (33%)
(1) Adjusted EBITDA represents adjusted operating profit before interest, tax
and non-cash items including depreciation and amortisation.
(2) Working capital movement excludes movements on restructuring,
reorganisation, and acquisition and restructuring accruals or provisions, as
the cash flow relating to these amounts is included in other lines in the free
cash flow table. The variance between the working capital in the free cash
flow table and the Consolidated Cash Flow Statement is driven by the non-cash
movement on these items.
The Group delivered a £4.7 million working capital inflow (2024: £2.0
million outflow), a reflection of the Group's focus on billing discipline and
cash collection throughout the year.
Cash outflows relating to highlighted items mainly related to severance and
restructuring costs, and reduced to £2.5 million (2024: £4.1 million), with
prior year spend elevated by an aborted acquisition and transformation costs.
Capital expenditure which reflects our continued investment in product
development increased to £1.6 million, while other capex reduced to £0.2
million following completion of an office rationalisation in 2024. Total
capital expenditure amounted to 2.5% of 2025 revenue (2024: 2.6%).
Tax payments of £2.2 million include settlements relating to prior years,
exceeding the current year adjusted tax charge. Net interest paid remained
broadly stable at £1.8 million.
The calculation of adjusted cash from operations conversion and free cashflow
conversion is as follows:
Adjusted cash Conversion Free cash flow
Conversion
2025 2024 2025 2024
£m £m £m £m
Adjusted cash from operations/Free cash flow 12.8 9.6 3.1 (2.6)
Adjusted Operating Profit 4.6 7.9 4.6 7.9
Adjusted cash/Free cash flow conversion 279% 122% 67% (33%)
Adjusted cash conversion of 279% (2024: 122%) and free cash flow conversion of
67% (2024: negative 33%) reflect the scale of the working capital improvement
in the year relative to the adjusted operating profit base of £4.6 million.
Both measures are defined in the Glossary of Terms.
The following table reconciles net cash inflow from operating activities, as
shown in the Consolidated Cash Flow statement, to free cash flow:
2025 2024
£m £m
Net cash inflow from operating activities per statutory cash flow 6.3 1.7
Net repayments of lease liabilities and dilapidations (1.3) (2.1)
Purchase of property, plant & equipment (0.2) (0.8)
Purchase of intangible assets (1.6) (1.2)
Loan fees (0.1) (0.2)
Free cash flow 3.1 (2.6)
The following table reconciles free cash flow from operations to net funds
flow and net debt, with net debt excluding restricted cash reducing by £2.5
million to £13.1 million during the year.
2025 2024
£m £m
Free cash flow 3.1 (2.6)
Acquisitions, including deferred consideration (0.6) 0.0
Repayment of finance lease (0.1) 0.0
Net funds flow 2.4 (2.6)
Net debt at 1 January (14.8) (12.0)
Prepaid loan fees (0.0) 0.1
FX 0.4 (0.3)
Net debt (12.0) (14.8)
Restricted cash (1.1) (0.8)
Net debt excluding restricted cash (13.1) (15.6)
Equity
During the year, the number of ordinary shares in issue increased by 0.7
million (2024: 0.1 million increase) to 141.3 million (31 December 2024: 140.6
million), driven by 0.7 million shares issued relating to the discharge of the
final deferred consideration payable for the acquisition of Media Management
LLC in 2022 with the balance relating to the exercise of employee share
options.
Banking Facilities and Indebtedness
In April 2026 the Group completed an amendment and extension of its revolving
credit facility with Barclays and NatWest. The facility totals £28 million
with no amortisation through to maturity in October 2027. The details are
disclosed in note 8.
The facility bears variable interest at the SONIA rate plus a margin ranging
from 2.75% to 3.35% depending on the Group's adjusted net leverage ratio.
Kayte Herrity
Chief Financial Officer
Consolidated income statement
for the year ended 31 December 2025
31 December 2025 31 December 2024
Highlighted Highlighted
Adjusted items Statutory Adjusted items Statutory
results (note 3) results results (note 3) results
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 2 73,362 - 73,362 76,764 - 76,764
Project-related costs (6,583) - (6,583) (7,312) - (7,312)
Net revenue 66,779 - 66,779 69,452 - 69,452
Staff and related costs (49,295) (2,865) (52,160) (49,080) (2,564) (51,644)
Impairment of goodwill and intangibles 6 - (10,120) (10,120) - (4,000) (4,000)
Other operating expenses (12,887) (220) (13,107) (12,476) (2,253) (14,730)
Operating profit/(loss) 4,597 (13,205) (8,608) 7,896 (8,817) (921)
Finance income 125 - 125 137 - 137
Finance expenses (2,160) - (2,160) (2,145) - (2,145)
Foreign exchange (1,418) - (1,418) 625 - 625
Net finance costs (3,453) - (3,453) (1,383) - (1,383)
Profit/(loss) before taxation 1,144 (13,205) (12,061) 6,513 (8,817) (2,304)
Taxation (charge)/credit 4 (3,057) 1,084 (1,973) (2,080) 762 (1,317)
(Loss)/profit for the period (1,913) (12,121) (14,034) 4,433 (8,055) (3,622)
Attributable to:
Equity holders of the parent (1,931) (12,121) (14,052) 4,412 (8,055) (3,643)
Non-controlling interests 18 - 18 21 - 21
(1,913) (12,121) (14,034) 4,433 (8,055) (3,622)
(Loss)/earnings per share
Basic 5 (1.39p) - (10.14p) 3.22p - (2.66p)
Diluted 5 (1.39p) - (10.14p) 3.17p - (2.66p)
The notes below are an integral part of these financial statements.
Consolidated statement of comprehensive income
for the year ended 31 December 2025
31 December 31 December
2025 2024
£'000 £'000
Loss for the year (14,034) (3,622)
Other comprehensive income/(expense):
Items that will not be reclassified subsequently to profit or loss
Exchange differences on translation of overseas subsidiaries 1,855 (1,817)
Total other comprehensive income/(expense) for the year 1,855 (1,817)
Total comprehensive expense for the year (12,179) (5,438)
Attributable to:
Equity holders of the parent (12,197) (5,459)
Non‑controlling interests 18 21
(12,179) (5,438)
The notes below are an integral part of these financial statements.
Consolidated statement of financial position
as at 31 December 2025
31 December 31 December
2025 2024
Note £'000 £'000
Non‑current assets
Goodwill 6 25,759 35,301
Other intangible assets 7 4,192 6,119
Property, plant and equipment 870 1,058
Right-of-use assets 2,147 2,775
Lease receivables - 171
Deferred tax assets 324 1,656
Total non-current assets 33,292 47,081
Current assets
Trade and other receivables 23,696 29,840
Lease receivables 73 104
Corporation tax asset 1,264 633
Cash and cash equivalents 10,575 9,143
Total current assets 35,608 39,720
Total assets 68,900 86,801
Current liabilities
Trade and other payables (6,283) (6,939)
Accruals and contract liabilities (11,624) (11,282)
Financial liabilities 8 (59) (2,767)
Current tax liabilities (857) (1,682)
Provisions (89) -
Lease liabilities (1,126) (1,010)
Total current liabilities (20,038) (23,680)
Non-current liabilities
Financial liabilities 8 (22,581) (23,947)
Provisions (192) (244)
Lease liabilities (1,713) (2,521)
Deferred tax liability (338) (616)
Total non-current liabilities (24,824) (27,327)
Total liabilities (44,862) (51,007)
Total net assets 24,038 35,794
Equity
Ordinary shares 35,314 35,143
Share premium 15,552 15,552
Other reserves 4,794 2,459
Accumulated losses (32,014) (17,734)
Equity attributable to the owners of the parent 23,646 35,420
Non-controlling interests 392 374
Total equity 24,038 35,794
The notes are an integral part of these financial statements. The financial
statements were approved and authorised for issue by the Board of Directors on
20 April 2026 and were signed on its behalf by:
Kayte Herrity
Chief Financial Officer
Ebiquity plc. Registered No. 03967525
Consolidated statement of changes in equity
for the year ended 31 December 2025
Note Ordinary Share Other Accumulated losses Equity Total equity
shares premium reserves(1) £'000 attributable Non‑ £'000
£'000 £'000 £'000 to owners controlling
of the interests
parent £'000
£'000
31 December 2023 35,103 15,552 4,074 (13,420) 41,309 353 41,662
(Loss)/profit for the year 2024 - - - (3,643) (3,643) 21 (3,622)
Other comprehensive expense - - (1,817) - (1,817) - (1,817)
Total comprehensive (expense)/income for the year 2024 - - (1,817) (3,643) (5,459) 21 (5,438)
Shares issued for cash 40 - - (32) 8 - 8
Share options (credit) 3 - - - (437) (437) - (437)
Share options exercised and issued out of EBT - - 201 (201) - - -
31 December 2024 35,143 15,552 2,459 (17,734) 35,420 374 35,794
(Loss)/profit for the year 2025 - - - (14,052) (14,052) 18 (14,034)
Other comprehensive income - - 1,855 - 1,855 - 1,855
Total comprehensive (expense)/income for the year 2025 - - 1,855 (14,052) (12,197) 18 (12,179)
Shares issued for cash 171 - - (1) 170 - 170
Share options charge 3 - - - 253 253 - 253
Share options exercised and issued out of EBT - - 480 (480) - - -
31 December 2025 35,314 15,552 4,794 (32,014) 23,646 392 24,038
1. Includes a credit of £3,667,000 (31 December 2024: £3,667,000) in
the merger reserve, a gain of £1,923,000 (31 December 2024: £68,000)
recognised in the translation reserve, partially offset by a debit balance of
£796,000 (31 December 2024: £1,277,000) in the ESOP reserve.
The notes are an integral part of these financial statements.
Consolidated statement of cash flows
for the year ended 31 December 2025
31 December 31 December
2025 2024
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 10 10,344 5,484
Finance expenses paid (1,929) (1,955)
Finance income received 108 104
Hedge interest premium (32) -
Income taxes paid (2,151) (1,905)
Net cash generated by operating activities 6,340 1,728
Cash flows from investing activities
Settlement of contingent consideration 8 (648) -
Purchase of property, plant and equipment (191) (796)
Purchase of intangible assets 7 (1,618) (1,201)
Net cash used in investing activities (2,457) (1,997)
Cash flows from financing activities
Proceeds from issue of share capital
(net of issue costs)
- 6
Proceeds from bank borrowings 8 650 2,000
Repayment of bank borrowings 8 (2,000) -
Bank loan fees paid 8 (110) (150)
Repayment of finance leases 8 (64) -
Repayment of lease liabilities (1,535) (1,811)
Receipts from lease receivables 214 -
Payment of dilapidations provision - (336)
Net cash flow from financing activities (2,845) (291)
Net increase/(decrease) in cash, cash equivalents and bank overdrafts 1,038 (560)
Cash, cash equivalents and bank 9,143 10,016
overdraft at beginning of year
Effects of exchange rate changes on cash and cash equivalents 394 (313)
Group cash and cash equivalents at the end of the year 10,575 9,143
The notes are an integral part of these financial statements.
Notes to the consolidated financial statements
for the year ended 31 December 2025
1. Accounting policies
Basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards (IFRS) in conformity with the
requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost
convention, as modified by the revaluation of financial assets and financial
liabilities at fair value through profit or loss.
The consolidated financial statements are presented in pounds sterling and
rounded to the nearest thousand.
The principal accounting policies adopted in these consolidated financial
statements are set out below. These policies have been consistently applied to
all periods presented, unless otherwise stated.
Highlighted Items
Highlighted items comprise charges and credits which are highlighted in the
consolidated income statement as separate disclosure is considered by the
Directors to be relevant in understanding the adjusted performance of the
business. These may be income or cost items. Further details are included in
note 3.
Non‑cash highlighted items, which do not represent cash transactions in the
year, include share option charges, amortisation of purchased intangibles,
movements in tax and onerous lease provisions.
Other items include the costs associated with asset impairment charges,
severance and reorganisation, restructuring costs and costs associated with
transformation and integration.
Going concern
The financial statements have been prepared on a going concern basis. The
Group meets its day-to-day working capital requirements through its cash
reserves and borrowings, described in note 8 below. As at 31 December 2025,
the Group had cash balances of £10,575,000 (including restricted cash of
£1,086,000) and undrawn bank facilities available of £12,350,000 and was
within its banking covenants.
Since the year end, the facility agreement has been amended and the facility
has been extended for an additional 6 months to October 2027, with a further
extension to October 2028 available subject to lender approval. The amendment
has reduced the facility size from £35 million (with a £5 million accordion
option) to £28 million (with a £2 million accordion option). The quarterly
covenants to be applied are as follows: interest cover, which will range from
>2.25x to >3.30x, and adjusted net leverage which will range from 2.6x
to 4.05x for 2026 through June 2028. Details of the facility terms and
covenants applying are set out in note 8.
In assessing the going concern status of the Group and Company, the Directors
have considered the Group's forecasts and projections, taking account of
reasonably possible changes in trading performance and the Group's cash flows,
liquidity and bank facilities. The Directors have prepared a model to
forecast covenant compliance and liquidity for the next 12 months that
includes a base case and scenarios that form a severe but plausible downside
case. For the purposes of this model, the terms of the amended facility,
including its covenant tests, have been applied.
The base case assumes growth in revenue and EBITDA based on the Group's budget
for the year ending 31 December 2026 and management projections for the year
ending 31 December 2027. The severe but plausible downside case assumes a
downside adjustment in 2026 to revenue of 7% for a period of nine months from
Q1 with a reduction in staff costs of 2% in Q3 and 4% in Q4. The downside
scenario also includes severance payments in Q2 to reflect the implementation
of cost saving measures should the business be in this position. In this
scenario all projected covenants are within covenant limits and management is
satisfied of covenant compliance through the going concern period.
The Directors consider that the Group and Company will have sufficient
liquidity within existing bank facilities, totalling £28 million, to meet
their obligations during the next 12 months and hence consider it appropriate
to prepare the financial statements on a going concern basis.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and
operating policies of an investee entity to obtain benefits from its
activities. The results of each subsidiary are included from the date that
control is transferred to the Group until the date that control ceases.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
the Group. All intra‑group transactions, balances, income and expenses are
eliminated on consolidation.
Non‑controlling interests represent the portion of the results and net
assets in subsidiaries that is not held by the Group.
Revenue recognition
Revenue is recognised in accordance with IFRS 15 'Revenue from Contracts with
Customers'. Net revenue is the revenue after deducting external production
costs as shown in the income statement.
Revenue from providing services is recognised in the accounting period in
which the services are rendered. The revenue and profits recognised in the
period are based on the delivery of performance obligations and an assessment
of when control is transferred to the customer. Revenue is recognised either
when the performance obligation in the contract has been performed (thus a
'point in time' recognition) or over the period during which control of the
performance obligation is transferred to the customer.
For fixed-price contracts, which represent most cases, revenue is recognised
based on the actual service provided during the reporting period, calculated
as an appropriate proportion of the total services to be provided under the
contract. This reflects the fact that the customer receives and uses the
benefits of the service simultaneously. The output method is used to measure
progress of performance obligations depending on the nature of the specific
contract and project arrangements. Where appropriate, revenue may be
recognised evenly in line with the value delivered to the client, based on
assignment of amounts to the project milestones set out in the contract.
Estimates of revenues, costs or extent of progress toward completion are
revised if circumstances change. Any resulting increases or decreases in
estimated revenues or costs are reflected in profit or loss in the period in
which the circumstances that give rise to the revision become known by
management.
In the case of fixed-price contracts, the customer is billed for the fixed
amounts based on a billing schedule agreed as part of the contract.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with UK
adopted international accounting standards requires the Directors to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the end of
the reporting period and the reported amount of expenses during the year.
Actual results may vary from the estimates used to produce these consolidated
financial statements.
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.
The estimates and judgements that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Key sources of estimation uncertainty
Carrying value of goodwill and other intangible assets
Impairment testing requires management to estimate the value in use of the
cash generating units to which goodwill and other intangible assets have been
allocated. The value in use calculation requires estimation of future cash
flows expected to arise from the cash generating unit and the application of a
suitable discount rate to calculate present value. The Group tests annually
whether goodwill has suffered any impairment. Key assumptions include budgeted
operating profit, management forecasts for future years, territory-specific
pre-tax discount rates and long-term growth rates. The sensitivity around the
selection of assumptions, including growth forecasts and the pre‑tax
discount rate used in management's cash flow projections, could significantly
affect the Group's impairment evaluation and therefore the Group's reported
assets and results.
Further details, including a sensitivity analysis, are included in note 6.
Critical accounting judgements
Revenue recognition
Judgement is required where contracts contain multiple service elements with
differing delivery patterns across media performance, media management,
contract compliance and marketing effectiveness. Key judgements include the
reliable measurement of progress for newer service offerings, the allocation
of contract value across distinct performance obligations, and the treatment
of contract variations common in client-led projects. Any resulting changes in
estimates are reflected in profit or loss in the period in which they become
known to management.
Capitalisation of internally developed software
Judgement is required to determine whether development expenditure on the
Group's proprietary media analytics platforms satisfies IAS 38 recognition
criteria. The assessment includes the technical feasibility of new features,
adequacy of resources to complete development given restructuring activities,
and whether future economic benefits are probable based on client demand and
competitive positioning.
Further details are in note 7.
Identification and allocation of Cash Generating Units
Following regional reorganisation in 2024, the Group altered its approach to
test goodwill at the regional operating segment level representing an
aggregation of 13 underlying CGUs, which reflects the level at which goodwill
is monitored. This results in four groups of regional CGUs for goodwill
impairment testing (North America, UK & Ireland, Continental Europe, and
APAC). Judgement is required in identifying CGUs and allocating goodwill, in
assessing whether the regional structure represents the lowest monitoring
level, whether each CGU generates largely independent cash inflows given
centralised delivery functions, and the appropriateness of allocating goodwill
from historical acquisitions to the new structure.
Further details are in note 6.
2. Segmental reporting
In accordance with IFRS 8, the Executive Directors have identified the
operating segments based on the reports they review as the chief operating
decision maker ('CODM') to make strategic decisions, assess performance and
allocate resources. The operating segments have been aggregated into four
reportable segments as follows:
· UK & Ireland ('UK&I') - consisting of operations in the
United Kingdom and Ireland
· Continental Europe - consisting of operations in France, Iberian
Peninsula, Germany, Italy, Russia, the Netherlands, Bulgaria and Nordic
regions
· North America - consisting of operations in the United States of
America, Canada and Latin America
· Asia Pacific ('APAC') - consisting of operations in Australia,
China, India, Singapore and United Arab Emirates
The Group reviews its global operations on a regional basis as it allows
management to tailor strategies to the unique economic, political, cultural
and market dynamics of each region.
The Group's CODM assesses the performance of the reportable segments based on
revenue and adjusted operating profit. This measurement basis excludes the
effects of non‑recurring expenditure from the operating segments such as
restructuring costs. The measure also excludes the effects of recurring
expenditure recorded to highlighted items such as equity-settled share‑based
payments, purchased intangible amortisation and transformation related costs.
Interest income and expenditure are not allocated to segments, as this type of
activity is driven by the central treasury function, which manages the cash
position of the Group.
The segment information provided to the Executive Directors for the reportable
segments for the years ended 31 December 2025 and 31 December 2024 is as
follows:
The table below shows Served Revenue for the four reportable segments. Served
Revenue comprises external revenue billed directly by each reporting segment,
plus revenue that the segment sells but does not bill, and less the revenue
that the region bills but does not sell.
Served revenue Change
Year ended Year ended £'000 %
31 December 31 December
2025 2024
£'000 £'000
UK & Ireland 33,026 31,465 1,561 5%
Continental Europe 19,820 20,976 (1,156) (6%)
North America 12,822 16,606 (3,784) (23%)
APAC 7,694 7,716 (22) 0%
Served revenue 73,362 76,764 (3,402) (4%)
The table below represents served revenue by Service Line:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Transform 8,359 7,869
Govern 54,788 58,639
Media Performance 46,464 50,842
Contract Compliance 8,324 7,797
Grow 10,215 10,257
Total revenue 73,362 76,764
No single customer (or group of related customers) contributes 10% or more of
revenue. (31 December 2024: None).
The table below represents adjusted operating profit by geographical segment:
Adjusted operating profit Adjusted operating profit margin
Year ended Year ended 2025 2024
31 December 31 December % %
2025 2024
£'000 £'000
UK & Ireland 8,368 7,155 25% 23%
Continental Europe 3,156 3,359 16% 16%
North America 1,026 3,261 8% 20%
APAC 503 669 7% 9%
Unallocated (8,456) (6,548) NA NA
Adjusted profit 4,597 7,896 6% 10%
The table below reconciles revenue per geographical segment to Loss before
tax):
UK & Ireland Continental North America APAC Total Segments Unallocated Total
£'000 Europe £'000 £'000 £'000 £'000 £'000
£'000
31 December 2025
Revenue 33,026 19,820 12,822 7,694 73,362 - 73,362
Project-related costs (3,257) (2,010) (1,000) (412) (6,679) 96 (6,583)
Net Revenue 29,769 17,810 11,822 7,282 66,683 96 66,779
Staff costs (18,552) (11,302) (8,487) (4,848) (43,189) (6,106) (49,295)
Other operating expenses (2,848) (3,353) (2,309) (1,931) (10,441) (2,446) (12,887)
Adjusted operating profit/(loss) 8,369 3,155 1,026 503 13,053 (8,456) 4,597
Finance income before highlighted items 125
Finance expenses before highlighted items (2,160)
Foreign exchange before highlighted items (1,418)
Profit before tax and highlighted items 1,144
Highlighted items (13,205)
Loss before tax (12,061)
31 December 2024
Revenue 32,216 21,737 16,144 6,667 76,764 - 76,764
Project-related costs (2,659) (2,320) (1,849) (522) (7,350) 39 (7,312)
Net Revenue 29,557 19,416 14,295 6,145 69,413 39 69,452
Staff costs (18,857) (12,333) (9,757) (4,941) (45,888) (3,192) (49,080)
Other operating expenses (3,545) (3,724) (1,277) (535) (9,082) (3,395) (12,476)
Adjusted operating profit/(loss) 7,155 3,359 3,261 669 14,444 (6,548) 7,896
Finance income before highlighted items 137
Finance expenses before highlighted items (2,145)
Foreign exchange before highlighted items 625
Profit before tax and highlighted items 6,513
Highlighted items (8,817)
Loss before tax (2,304)
A reconciliation of segment adjusted operating profit to total profit before
tax is provided below:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Reportable segment adjusted operating profit 13,053 14,444
Unallocated (costs)/income(1):
Staff costs(2) (4,152) (3,405)
Property costs (including premises costs, IT costs and insurance costs) (2,422) (994)
Exchange rate movements 163 (65)
Other operating expenses (2,045) (2,084)
Adjusted operating profit 4,597 7,896
Highlighted items (note 3) (13,205) (8,817)
Operating (loss) (8,608) (921)
Net finance costs (3,453) (1,383)
Loss before tax (12,061) (2,304)
1. Unallocated (costs)/income comprise central costs that are not
considered attributable to the segments.
2. These are head office staff costs.
Unsatisfied long-term contracts
The following table shows unsatisfied performance obligations results from
long-term contracts:
31 December 31 December
2025 2024
£'000 £'000
Aggregate amount of the transaction price allocated to long term contracts
that are partially or fully unsatisfied as at 31 December 2025:
Within one year 18,392 18,776
Within more than one year 1,183 1,890
Significant changes in contract assets and liabilities
Contract assets and accrued income have decreased from £6,542,000 to
£5,039,000 and contract liabilities have increased from £7,255,000 to
£7,281,000 from 31 December 2024 to 31 December 2025. This movement reflects
the timing of open projects at the year end which vary year on year.
The table below represents the total assets by geographical segment:
Total assets Change
31 December 31 December £'000 %
2025 2024
£'000 £'000
UK & Ireland 29,282 27,606 1,676 6%
Continental Europe 25,793 33,028 (7,235) -22%
North America 5,498 17,710 (12,212) -69%
APAC 6,660 6,527 133 2%
Unallocated 1,667 1,717 (50) -3%
Total assets 68,900 86,588 (17,688) -20%
A reconciliation of segment total assets to total consolidated assets is
provided below:
31 December 31 December
2025 2024
£'000 £'000
Total assets for reportable segments 67,233 84,871
Unallocated amounts:
Other intangible assets 8 348
Other receivables 1,448 1,019
Cash and cash equivalents 211 350
Total assets 68,900 86,588
The table below presents non‑current assets by geographical location:
31 December 31 December
2025 2024
Non-current Non-current
assets assets
£'000 £'000
UK & Ireland 18,699 16,766
Continental Europe 11,144 17,197
North America 1,170 9,853
Asia Pacific 1,955 1,609
32,968 46,425
Deferred tax assets 324 1,656
Total non-current assets 33,292 47,081
3. Highlighted items
It is considered that separate presentation of certain items, considered
highlighted items, is relevant in order to understand
the underlying performance of the business. These items do not relate to the
Group's underlying trading and are adjusted in
order to provide a comparative understanding of the Group's adjusted operating
profit. Refer to the alternative performance measures
set out below.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Other operating expenses
Share option charge/(credit) 225 (455)
Amortisation of purchased intangibles 1,098 3,195
Impairment of goodwill and intangible assets 10,120 4,000
Severance and reorganisation costs 3,102 1,736
Dilapidations provision/onerous lease provision movement 150 (114)
Revaluation of contingent consideration (1,799) (1,342)
Refinancing costs 309 968
Transformation costs - 829
Total highlighted items before tax 13,205 8,817
Taxation credit (1,084) (762)
Total highlighted items 12,121 8,055
The share option charge of £225,000 (2024: credit of £455,000) reflects the
expense for the period arising from the fair value of share options granted,
recognised over the vesting period. The prior year credit is a consequence of
an assessment of the performance conditions associated with the share options
and forfeited share options of former employees.
The amortisation charge for purchased intangible assets decreased in the year
to £1,098,000 (2024: £3,195,000) due to customer relationship and contract
assets acquired through the acquisitions of MMi and MediaPath being fully
amortised during the year. The remaining purchased intangibles net book value
primarily relates to the GMP licence asset, which was acquired through the
acquisition of MediaPath.
An impairment charge of £10,040,000 has been recognised in respect of the
North America regional group of CGUs (31 December 2024: £3,000,000 impairment
for Continental Europe and £1,000,000 for APAC), with £9,789,000 relating to
goodwill and £251,000 to purchased intangibles. At half-year 2025, an
impairment charge of £8,349,000 was recognised to eliminate the North America
acquired goodwill in full. The resulting £1,691,000 impairment charge
recognised at 31 December 2025 related to the reallocated goodwill and
purchased intangibles from MediaPath and Digital Decisions to the North
America CGU group. Please refer to note 6 for further details. An impairment
of £80,000 was also recognised for R&D intangibles, whereby a piece of
external development was brought in-house.
Severance and reorganisation costs of £3,102,000 (2024: £1,736,000) were
recognised during the year, reflecting a global headcount restructuring
programme implemented in December 2025, a divisional reorganisation in the
first half of the year, and the departure of a member of the executive
leadership team. The remaining costs represent those associated with the
implementation of a new consolidation system.
Onerous lease costs in the year totalled £150,000, relating to the closure of
the St. Louis office in North America. The office has been vacated; however
the lease commitment extends until 2027. An onerous lease provision was made,
and the right-of-use asset was impaired to £nil.
The post-acquisition credits relate to the revaluation of contingent
consideration of £1,799,000 in 2025 and £1,342,000 in 2024. These credits
represent the adjustments to calculated contingent consideration payable in
respect of a historical acquisition. The final settlement of this contingent
consideration was made in 2025.
Acquisition and refinancing costs of £309,000 (2024: £968,000) relate to
costs associated with the amendment and restatement of the Group's loan
facility in March 2025 and the accession of Ebiquity Ireland and France to the
loan facility.
Transformation costs in the prior year of £829,000 related to the Group's
transformation and integration programme, which was finalised during 2024.
The total tax credit of £1,084,000 (2024: £762,000) comprises a current tax
credit of £1,140,000 (2024: £266,000) and a deferred tax charge of £56,000
(2024: credit of £496,000). Refer to note 4 for more detail.
4. Taxation charge/(credit)
Year ended 31 December 2025 Year ended 31 December 2024
Adjusted Highlighted Total Adjusted Highlighted Total
£'000 items £'000 £'000 items £'000
£'000 £'000
UK tax
Current year 755 (533) 222 818 429 1,247
Adjustment in respect of prior years (150) - (150) 270 - 270
605 (533) 72 1,088 429 1,517
Foreign tax
Current year 1,443 (607) 836 1,486 (696) 790
Adjustment in respect of prior years 11 - 11 (199) - (199)
1,454 (607) 847 1,287 (696) 591
Total current tax 2,059 (1,140) 919 2,375 (267) 2,108
Deferred tax
Origination and reversal of temporary differences 697 (424) 273 (239) (180) (419)
Adjustment in respect of prior years 301 480 781 (56) (316) (372)
Total deferred tax 998 56 1,054 (295) (496) (791)
Total tax charge/(credit) 3,057 (1,084) 1,973 2,080 (762) 1,317
The difference between tax as charged/(credited) in the financial statements
and tax at the nominal rate is explained below:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Loss before tax (12,061) (2,304)
Corporation tax at 25% (31 December 2024: 25%) (3,015) (576)
Non-deductible taxable expenses 1,070 1,239
Non-taxable income (450) -
Overseas tax rate differential 28 55
Impact of intercompany financing 1,038 997
Deferred tax not previously recognised (120) (273)
Deferred tax not recognised in the current year 1,912 224
Deferred tax de-recognised 691 -
Losses utilised not previously recognised - (48)
Adjustment in respect of prior years 642 (301)
Withholding tax 177 -
Total tax charge 1,973 1,317
5. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
Year ended 31 December 2025 Year ended 31 December 2024
Total Total
£'000 £'000
Earnings for the purpose of basic earnings per share, being net (loss)/profit (14,052) (3,643)
attributable to equity holders of the parent
Adjustments:
Impact of highlighted items (net of tax)(1) 12,121 8,055
Earnings for the purpose of adjusted earnings per share (1,931) 4,412
Number of shares:
Weighted average number of shares during the year
- basic 138,601,714 136,866,420
- dilutive effect of share options 1,816,260 2,386,309
- diluted 140,417,974 139,252,729
Basic (loss) per share (10.14) (2.66)
Diluted (loss) per share (10.14) (2.66)
Adjusted basic (loss)/earnings per share(2) (1.39) 3.22
Adjusted diluted (loss)/earnings per share(2) (1.39) 3.17
1. Highlighted items attributable to equity holders of the parent (see
note 3), stated net of their total tax impact.
2. Based on adjusted profit after taxation and minority interests.
6. Goodwill
£'000
At 1 January 2024 50,917
Foreign exchange differences (380)
At 31 December 2024 49,817
Foreign exchange differences (217)
At 31 December 2025 49,600
Accumulated impairment
At 1 January 2024 (10,509)
Impairment (4,000)
Foreign exchange differences (8)
At 31 December 2024 (14,517)
Impairment (9,789)
Foreign exchange differences 465
At 31 December 2025 (23,841)
Net book value
At 31 December 2025 25,759
At 31 December 2024 35,301
Goodwill is allocated to the Group's cash generating units ('CGUs') to carry
out impairment tests. The Group tests goodwill for impairment at the regional
operating segment level representing an aggregation of the 13 underlying CGUs,
which reflects the level at which goodwill is monitored. There were four
groups of regional CGUs for goodwill impairment testing in 2025 (2024: four
groups of regional CGUs). The regional groups of CGUs are as follows: North
America, UK & Ireland, Continental Europe and APAC.
The Group's remaining carrying value of goodwill at 31 December was as
follows:
Regional CGU Re-presented(1)
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
North America - 9,789
UK & Ireland 14,301 14,276
Continental Europe 9,582 9,369
APAC 1,876 1,867
Total 25,759 35,301
(1) Prior year comparative has been re-presented to reflect the reallocated
goodwill from the MediaPath and Digital Decisions acquisitions.
Impairment review
The Group tests goodwill for impairment annually, or more frequently if there
are indications that goodwill may potentially be impaired. At half-year 2025,
the Group identified potential impairment indicators for 3 of the regional
groups of CGUs: North America, Continental Europe and APAC. A full impairment
assessment was conducted for these regional CGU groups, with an impairment
charge of £8,349,000 recognised in respect of the North America CGU group.
This reduced the acquired goodwill to £nil, with a residual £1,440,000
balance relating to reallocated goodwill from the MediaPath and Digital
Decisions acquisitions. The North America region experienced challenging
market conditions in H1 2025, with revenue decreasing 16% year-on-year. This
adversely impacted the projected value in use, which consequently resulted in
a material indicative impairment charge.
In line with our accounting policy, an annual impairment review was performed
as at 31 December 2025. The impairment test involves comparing the carrying
value of the CGU to which the goodwill has been allocated to the recoverable
amount. The recoverable amount of all CGUs has been determined based on value
in use calculations.
Under IFRS, an impairment charge is required for goodwill when the carrying
amount exceeds the recoverable amount, defined as the higher of fair value
less costs to sell and value in use.
A further goodwill impairment charge of £1,440,000 was recorded at 31
December 2025 in relation to the North America CGU group. This eliminated the
residual goodwill balance relating to reallocated goodwill from the MediaPath
and Digital Decisions acquisitions. Additionally, an impairment charge of
£251,000 was recognised in respect of North America's reallocated share of
the GMP licence asset. Please refer to note 7 for the purchased intangible
asset impairment.
The key assumptions used in management's value in use calculations are
budgeted operating profit, pre‑tax discount rates and the long-term growth
rates.
Budgeted operating profit assumptions
To calculate future expected cash flows, management has taken the Board
approved budgeted earnings before interest, tax, depreciation and amortisation
(EBITDA) for the 2026 financial year. For the 2027 and 2028 financial years,
the forecast EBITDA is based on management's plans and market expectations.
The forecast 2028 balances are taken to perpetuity in the model. The forecasts
for 2027 and 2028 use certain assumptions to forecast revenue and operating
costs within the Group's operating segments.
Discount rate assumptions
To calculate the recoverable amount for each regional group of CGUs, the cash
flows are discounted at a rate specific to each CGU. The factors considered in
calculating the discount rate include the risk-free rate (based on government
bond yields), the equity risk premium, the Beta and a smaller quoted company
premium. The cash flow forecasts have been discounted at the following pre-tax
rates:
Year ended Year ended
Regional CGU group 31 December 31 December
2025 2024
North America 15.27% 13.88%
UK & Ireland 15.89% 15.57%
Continental Europe 13.96%-17.26% 11.84%-14.99%
APAC 14.48%-16.36% 14.21%-18.33%
The ranges for discount rates are due to different rates being applied to the
underlying CGUs that make up the Continental Europe and APAC CGU groups,
reflecting the geographies they operate in and the risk characteristics
relevant to them.
Growth rate assumptions
For cash flows beyond the three-year period, a perpetual growth rate of 2.0%
(2024: 2.0%) has been assumed for all CGU groups. This rate is based on
factors such as economists' estimates of long-term economic growth in the
markets in which the Group operates.
Sensitivity analysis
The Group's calculations of value in use for the regional CGU groups are
sensitive to a number of key assumptions. As such, management have run
stress-testing scenarios to determine the impact of assumption changes to
pre-tax discount rates, and revenue and cost growth rates.
Management ran a downside scenario, which applied a 7% revenue reduction to
Q2-Q4 2026, with staff cost savings achieved in H2 2026. 2027 and 2028
forecasts applied revenue reductions of 6% and 4% respectively, with staff
cost savings of 4%. All other inputs and assumptions remained unchanged. The
result of this showed no material indicative impairment for the remaining CGU
groups, with the Europe CGU group having an immaterial indicative impairment
of £379,000.
The above sensitivities indicate management's assessment of reasonably
plausible, material changes to assumptions.
7. Other intangible assets
Capitalised Computer Purchased Total
development software intangible intangible
costs £'000 assets (1) assets
£'000 £'000 £'000
Cost
At 1 January 2024 11,100 2,563 26,625 40,288
Additions 1,590 11 - 1,601
Disposals - (16) - (16)
Foreign exchange differences - (20) (223) (243)
At 31 December 2024 12,690 2,538 26,402 41,630
Additions (2) 1,505 3 - 1,508
Impairment (90) - - (90)
Disposals (3) (246) (888) (15,419) (16,553)
Foreign exchange differences - 20 29 49
At 31 December 2025 13,859 1,673 11,012 26,544
Capitalised Computer Purchased Total
development software intangible intangible
costs £'000 assets (1) assets
£'000 £'000 £'000
Amortisation and impairment
At 1 January 2024 (7,471) (2,513) (20,777) (30,761)
Charge for the year (2) (1,783) (23) (3,195) (5,001)
Disposals - 16 - 16
Foreign exchange differences 1 19 215 235
At 31 December 2024 (9,253) (2,501) (23,757) (35,511)
Charge for the year (4) (1,983) (24) (1,098) (3,105)
Impairment 10 - (251) (241)
Disposals (3) 246 888 15,419 16,553
Foreign exchange differences (2) (20) (26) (48)
At 31 December 2025 (10,982) (1,657) (9,713) (22,352)
Net book value
At 31 December 2025 2,877 16 1,299 4,192
At 31 December 2024 3,437 36 2,646 6,119
1. Purchased intangible assets are comprised of the GMP licence asset
with a useful life of 10 years.
2. The consolidated cash flow statement shows £1,618,000 for these
items compared to the additions number above of £1,508,000 due to certain
prior year capitalised development additions being paid in the current year.
3. During the year certain assets with a net book value of £nil which
were no longer in use were disposed of.
4. Amortisation is charged within other operating expenses to write
off the cost of the intangible assets over their estimated useful lives. The
amortisation of purchased intangible assets is included as a highlighted
expense, refer to note 3.
8. Financial liabilities
31 December 31 December
2025 2024
£'000 £'000
Current
Contingent consideration(1) - 2,712
Other financing arrangement(2) 59 55
59 2,767
Non‑current
Bank borrowings 22,650 24,000
Loan fees(3) (69) (112)
Other financing arrangement(2) - 59
22,581 23,947
Total financial liabilities 22,640 26,714
1. Contingent consideration relates to a historical acquisition and
was settled in full this year.
2. The financing arrangement is for IT software licence.
3. Loan fees were payable on amending the banking facility and are
amortised to the income statement on a straight-line basis until the maturity
date of the facility in October 2027.
Bank Contingent Other financing Total
borrowings consideration arrangement £'000
£'000 £'000 £'000
At 1 January 2024 21,875 3,996 - 25,871
Unwinding of discount - 681 - 681
Charged to the income statement 13 - - 13
Change in fair value - (2,058) - (2,058)
Borrowings 2,000 - 114 2,114
Foreign exchange released to the income statement - (56) - (56)
Foreign exchange recognised in the translation reserve - 149 - 149
At 31 December 2024 23,888 2,712 114 26,714
Paid (110) (648) (64) (822)
Settled by issue of shares - (160) - (160)
Charged to the income statement 153 - 9 162
Change in fair value - (1,828) - (1,828)
Borrowings 650 - - 650
Repayments (2,000) - - (2,000)
Foreign exchange recognised in the translation reserve - (76) - (76)
At 31 December 2025 22,581 - 59 22,640
A currency analysis for the bank borrowings is shown below:
31 December 31 December
2025 2024
£'000 £'000
Pound sterling 22,581 23,888
Total bank borrowings 22,581 23,888
All bank borrowings are held jointly with Barclays and NatWest. During April
2026 the revolving credit facility was amended. The revised facility is for
£28.0 million and matures in October 2027, with a further extension to
October 2028 available subject to lender approval. There are no annual
reductions in the facility. £22.65 million had been drawn as at 31 December
2025 (31 December 2024: £24.0 million). The drawings are repayable on the
maturity of the facility.
The facility may be used for deferred consideration payments on past
acquisitions, to fund future potential acquisitions, and for general working
capital requirements. The quarterly covenants are as follows: interest cover
which ranges from >2.25 to <3.30; and adjusted net leverage which ranges
from 2.6x to 4.05x for 2026 through to June 2028.
Loan arrangement fees accrued in the period of £69,000 (31 December 2024:
£112,000) are offset against the term loan and are amortised over the period
of the loan.
The facility bears variable interest at the SONIA rate plus a margin ranging
from 2.75% to 3.35%, depending on the Group's adjusted net leverage ratio.
The undrawn amount of the revolving credit facility is liable to a fee of 40%
of the prevailing margin. The Group may elect to prepay all or part of the
outstanding loan, by giving five business days' notice.
All amounts owing to the bank are guaranteed by way of fixed and floating
charges over the current and future assets of the Group. As such, a composite
guarantee has been given by all significant subsidiary companies in the UK,
Ireland, USA, France, Germany, Denmark and Sweden.
9. Dividends
No dividends were paid or declared during the current and prior financial
years.
10. Cash generated from operations
The tables below present the Group's cash generated from operations and the
movements in its financing liabilities in accordance with IAS 7.44A-44E.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Loss before taxation (12,061) (2,304)
Adjustments for:
Depreciation 1,479 1,806
Impairment of right-of-use asset 10 (42)
Amortisation (note 7) 3,105 5,001
Loan fees written off 100 100
Loss on disposal 2 3
Impairment of goodwill and current assets (note 3) 10,120 4,000
Unrealised foreign exchange loss 1,380 8
Onerous lease provision released 150 (114)
Share option charge/(credit) 253 (437)
Finance income (125) (137)
Finance expenses 2,160 2,145
Derivative revaluation 32 -
Revaluation of contingent consideration (note 3) (1,799) (1,378)
4,806 8,654
Decrease/(increase) in trade and other receivables 5,815 (1,201)
Decrease in trade and other payables (307) (2,131)
Movement in provisions 30 162
Working capital and provisions 5,538 (3,170)
Cash generated from operations 10,344 5,484
Changes in liabilities arising from financing activities
The table below sets out the movements in the Group's financing liabilities in
accordance with IAS 7.44A-44E, including both cash and non‑cash changes.
At 1 January 2024 Cash flows £'000 Interest charge £'000 Fair value changes £'000 Other non-cash changes (1) £'000 Exchange rate movements £'000 At 31 December 2024
£'000
Bank borrowings (2) (21,875) (1,850) (163) - - - (23,888)
Lease liabilities (4,360) 2,036 (178) - (1,114) 83 (3,533)
Contingent consideration(4) (3,996) - (681) 2,058 - (93) (2,712)
Other financing arrangements (3) - (114) - - - - (114)
Total (30,231) (72) (1,022) (2,058) (1,114) (10) (30,247)
( )
At 1 January 2025 Cash flows £'000 Interest charge £'000 Fair value changes £'000 Other non-cash changes (1) £'000 Exchange rate movements £'000 At 31 December 2025
£'000
Bank borrowings (2) (23,888) 1,460 (153) - - - (22,581)
Lease liabilities (3,533) 1,535 (205) - (653) 17 (2,839)
Contingent consideration(4) (2,712) 648 - 1,828 160 76 -
Other financing arrangements (3) (114) 64 (9) - - - (59)
Total (30,247) 3,707 (367) 1,828 (493) 93 (25,479)
( )
(1) Other non-cash changes comprise new leases recognised under IFRS 16,
remeasurements of existing leases, and amendments to lease terms. In 2024,
this comprised new leases of £1,796,000 offset by lease term amendments of
£(682,000). In 2025, this comprised new leases of £612,000 and remeasurement
adjustments of £41,000.
(2) Bank borrowings are shown net of unamortised loan arrangement fees. The
amortisation of loan fees is included within the interest charge column and is
also recognised within finance expenses in the consolidated income statement.
(3) Other financing arrangements comprises financing for IT software licences.
(4) Cash flows for contingent consideration settlements are included in
investing activities in the consolidated cash flow statement but are shown as
cash movements in the reconciliation above because it reflects changes in
financing liabilities.
11. Events after the reporting period
The RCF held jointly with Barclays and NatWest was amended in April 2026, with
the facility maturity extended to October 2027 and facility size revised to
£28.0 million. Details of the amendment are disclosed in note 8.
In March 2026 the Company entered into an amendment to the terms of the
securities purchase agreement dated 29 March 2022 relating to the acquisition
of the whole of the issued share capital of Media Management LLC ("MMi
Acquisition"). To ensure that Ordinary Shares issued in part payment of the
deferred consideration due in respect of the MMI Acquisition ("Earn-Out
Shares") were not issued at the market price then prevailing of 23.5p per
Ordinary Share, this amendment agreement sets the nominal value of the
Ordinary Shares as the minimum price for such Earn-Out Shares and adjusts the
cash element of the deferred consideration accordingly. Pursuant to the
amendment agreement, 40,749 Earn-Out Shares were returned to the Company for
nil consideration and cancelled.
12. Financial Information
The financial information included in this report does not amount to full
financial statements within the meaning of Section 434 of Companies Act 2006.
The financial information has been extracted from the Group's Annual Report
and financial statements for the period ended 31 December 2025, on which an
unqualified report has been made by the Company's auditors, Deloitte LLP.
Financial statements for the period ended 31 December 2024 have been delivered
to the Registrar of Companies; the report of the auditors on those accounts
was unqualified and did not contain a statement under Section 498 of the
Companies Act 2006.
Alternative performance measures
In these results we refer to 'adjusted' and 'reported' results, as well as
other non-GAAP alternative performance measures.
Further details of highlighted items are set out within the financial
statements and the notes to the financial statements.
In the reporting of financial information, the Directors have adopted various
alternative performance measures ('APMs'). The Group includes these non-GAAP
measures as they consider them to be both useful and necessary to the readers
of the financial statements to help understand the performance of the Group.
The Group's measures may not be calculated in the same way as similarly titled
measures reported by other companies and therefore should be considered in
addition to IFRS measures. The APMs are consistent with how business
performance is measured internally by the Group.
Alternative performance measures used by the Group are detailed in the table
below:
APM Relevant IFRS measure Adjustments to reconcile Definition and purpose Reference
to IFRS measure
Profit and loss measures
Net revenue Revenue Excludes project- related costs as shown in the consolidated income statement Net revenue is the revenue after deducting external production costs and is A1
reconciled on the face of the income statement. Net revenue is a key
management incentive metric.
Adjusted operating profit Operating Excludes Adjusted operating profit is reconciled to its statutory equivalents on the A2
profit
highlighted items face of the consolidated income statement. This is an important Group
performance measure used by the Board and is also a key management incentive
metric.
Adjusted operating margin Operating Excludes Adjusted operating profit margin is calculated as the operating profit A3
profit margin
highlighted items excluding highlighted items divided by revenue.
Adjusted profit before tax Profit before Excludes Adjusted profit before tax is reconciled to its statutory equivalents on the A4
tax
highlighted items face of the consolidated income statement. This is an important Group
performance measure used by the Board and allows for the consistent comparison
of year-on-year performance.
Adjusted effective rate of tax Effective rate Adjusted effective tax rate is calculated by comparing the current and A4
of tax deferred tax charge for the current year, excluding prior year provision
movements, to the adjusted profit before taxation. This measure is more
representative of the Group's tax payable position and its ongoing tax rate.
Adjusted profit after tax Profit after Excludes Adjusted profit after tax is reconciled to its statutory equivalents on the A4
tax
highlighted items face of the consolidated income statement. This is an important Group
performance measure used by the Board and allows for the consistent comparison
of year-on-year performance.
Adjusted earnings per share Earnings Excludes Adjusted earnings per share is reconciled to statutory earnings per share in Note 5
per share
highlighted items note 5. This is an important Group performance measure and allows for the
consistent comparison of year-on-year performance, particularly as it adjusts
for the non-recurring nature of highlighted items expenditure. Furthermore,
the Long Term Incentive Plan uses a target based on EPS growth over a three
year period.
Balance sheet measures
Net debt None Reconciliation of net debt Net debt comprises total loans and borrowings, including prepaid loan fees, A5
less cash and cash equivalents. Net debt excludes restricted cash from
Ebiquity Russia OOO. This is an important Group performance measure in
assessing the strength of the balance sheet position and is particularly
important for the loan facility, where the variable interest rate can move
depending of the Group's net debt to EBITDA ratio.
APM Relevant IFRS measure Adjustments to reconcile Definition and purpose Reference
to IFRS measure
Cash flow measures
Adjusted cash generated from operations Cash flow from operations Cash movements relating to highlighted items excluded Adjusted cash generated from operations is defined as the cash generated from A6
operations excluding the cash movements relating to the highlighted items.
This is an important Group performance measure and allows for the consistent
comparison of year-on-year performance.
Adjusted operating cash flow conversion Operating cash flow conversion Cash movements relating to highlighted items excluded Adjusted operating cash flow conversion is the ratio of the adjusted cash A6
generated from operations divided by the adjusted operating profit, expressed
as a percentage. This is an important Group performance measure and allows for
the consistent comparison of year-on-year performance.
Free cash flow Cash flow from operations Capital expenditure deducted Free cash flow is defined as cash flow from operating activities per the A7
statutory cash flow, less capital expenditure, less net lease payments, less
loan fees. This is used to assess the Group's ability to generate cash
available to debt repayment, acquisitions and other strategic initiatives.
A1: Reconciliation of net revenue
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Revenue 73,362 76,764
Project related costs (6,583) (7,312)
Net revenue 66,779 69,452
A2: Reconciliation of adjusted operating profit
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Adjusted operating profit 4,597 7,896
Highlighted items (13,205) (8,817)
Operating loss (8,608) (921)
A3: Reconciliation of operating profit margin
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Revenue 73,362 76,764
Adjusted operating profit (A2) 4,597 7,896
Adjusted operating profit margin 6.3% 10.3%
Operating loss (A2) (8,608) (921)
Operating loss margin (11.7)% (1.2)%
A4: Reconciliation of adjusted profit before taxation and adjusted profit
after taxation
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Adjusted profit before taxation 1,144 6,513
Highlighted items (13,205) (8,817)
Loss before taxation (12,061) (2,304)
Breakdown of taxation (charge)/credit
Before highlighted items (3,057) (2,080)
Highlighted items 1,084 762
Taxation charge (1,973) (1,317)
Adjusted (loss)/profit after tax (1,913) 4,433
Highlighted items (12,121) (8,055)
Loss after tax (14,034) (3,622)
Adjusted effective rate of tax (267.2%) (31.9%)
Effective rate of tax 16.4% 57.2%
A5: Reconciliation of net debt
31 December 31 December
2025 2024
£'000 £'000
Loans and borrowings (22,650) (24,000)
Prepaid loan fees 69 112
Less: cash and cash equivalents 10,575 9,143
Net debt excluding lease liabilities (12,006) (14,745)
Restricted cash - Ebiquity Russia OOO 1,086 816
Net debt excluding restricted cash (13,092) (15,561)
A6: Reconciliation of adjusted cash flow from operations
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000(1)
Cash generated from operations 10,344 5,484
Eliminating cash movements for highlighted items:
Severance and reorganisation costs 2,332 1,842
Transformation costs - 851
Share options (28) (18)
Acquisition and refinancing costs 175 1,462
Adjusted cash generated from operations 12,823 9,621
Adjusted operating profit 4,597 7,896
Adjusted operating cash flow conversion (%) 279% 122%
(1) The comparative cash movements for highlighted items have been updated to
be calculated consistently with the current year. Previously the cash
movements related to in-year highlighted items only, excluding cash payments
relating to highlighted items recognised in prior years.
A7: Reconciliation of free cash flow:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Net cash from operating activities 6,340 1,728
Repayments of lease liabilities (1,535) (1,811)
Receipts from lease receivables 214 -
Repayments of dilapidations - (336)
Purchase of property, plant and equipment (191) (796)
Purchase of intangible assets (1,618) (1,201)
Bank loan fees paid (110) (150)
Free cash flow 3,100 (2,566)
Adjusted operating profit 4,597 7,896
Free cash flow conversion (%) 67% (33%)
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