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REG - M&C Saatchi PLC - Full Year Results

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RNS Number : 0917B  M&C Saatchi PLC  20 April 2026

M&C SAATCHI PLC

(the "Company", "M&C Saatchi" or the "Group")

Preliminary results for the year ended 31 December 2025

 

Challenging market affects second half performance in 2025

Targeting LFL net revenue and operating profit growth in 2026, in line with
consensus

Group focused on setting foundations to unlock intrinsic value

 

Financial Summary

                              Like-for-like (LFL) (1) results                        Statutory results
                              2025         2024                          2025        2024

                              £m           £m           % change         £m          £m         % change
 Net revenue(2)               204.7        220.9        (7.3%)           210.0       231.4      (9.2%)
 Operating profit(3)          24.9         33.7         (26.1%)          10.2        22.5       (54.7%)
 Operating profit margin      12.2%        15.3%        -310bps          4.8%        9.7%       -490bps
 PBT                          19.4         29.2         (33.6%)              4.6     18.1       (74.6%)
 Net cash(2, 4)               13.3         11.8         (12.7%)
 EPS (basic) pence(5)         9.4p         17.0p        (44.7%)          (1.9)p      9.6p       (119.8%)
 Dividends (pence per share)  -            1.95p

(1) We discuss our results on a like-for-like (LFL) basis throughout, unless
otherwise stated, to provide a more comparable and better basis for
understanding our current and future performance, reflecting the Directors'
view of the underlying profitability of the business units. Statutory
performance remains the primary IFRS measure, however. LFL results exclude
items that are not part of routine expenses, including one-off and exceptional
items, which form Headline results. In addition, LFL results translate 2024
figures to 2025 foreign exchange (FX) rates and excludes results of
subsidiaries which management had or intends to exit in the current and prior
year, and those of newly acquired subsidiaries in the current year. LFL
adjustments are summarised in the Financial review and Note 1 to the financial
statements. All figures are subject to rounding.

(2) Refer to Notes for the definition of net revenue and net cash.

( 3) Headline operating profit of £26.1 million in 2025, which excludes a
constant currency adjustment and includes results from acquired and exited
agencies.

(4)LFL net cash excludes £0.2 million of restricted cash (2024: £3.5
million).

(5) Basic and diluted earnings per share are calculated by dividing the
appropriate earnings metrics by the weighted average number of shares of the
Company in issue during the year. Please see Note 1 to the financial
statements for a detailed view on adjustments in calculating EPS.

 

Dame Heather Rabbatts, Executive Chair, said:

"It is my privilege to lead this world-famous company after assuming the role
of Executive Chair in early April. Our 2025 financial performance was impacted
by the tough market context and the Board is clear on the action that the
business needs to take; our focus will be to simplify the businesses, to
refine our go-to-market offer and to unlock the intrinsic value of the
Company."

"Whilst we expect continued market uncertainty, we are confident in targeting
net revenue growth and operating profit growth in 2026, in line with current
market expectations. With a unique market position, a deep understanding of
our clients' business, broad expertise across both government and commercial
sectors and specialised data-driven systems, the Board believes that the
Company is well-positioned to create value for shareholders."

Financial and operational headlines

·    Net revenue, operating profit and net cash in line with November 2025
guidance.

·    Shareholder returns: The Board believes that greater value can be
created for shareholders by increasing the share buyback programme rather than
through the payment of a dividend. Accordingly, the Board intends to
reallocate the amount that would otherwise have been proposed as a final
dividend for the year ended 31 December 2025 to an enhanced share buyback
programme 1  (#_ftn1) .

·    Net revenue performance: LFL net revenue declined 7.3%, primarily due
to the unprecedented US Government shutdown in Q4, the US Tariff fallout in Q2
and Q3 as well as a tough macroeconomic environment.

·    Operating margins: LFL operating profit fell 26.1%, down 3.1pps to a
12.2% margin, reflecting the annualisation of prior-year investments, the
macro-driven revenue decline and the impact of the US Government shutdown on
high-margin Issues.

·    Statutory financials: Total net revenue was £210.0 million, down
9.2%, with an operating profit of £10.2 million (2024: £22.5 million),
driven by the closure of the Australian media buying business in September
2025 and one-off items including restructuring costs.

·    Resilient balance sheet: Net cash increased to £13.3 million (up
from £11.8 million in 2024), after two strategic acquisitions and supported
by a strong 94% operating cash conversion (2024: 85%).

·    Data and AI development: Increased utilisation of data and artificial
intelligence, supporting our client work and creativity across all
Specialisms, underpinned by our Cultural Power proposition.

·    Acquisitions: The Group made its first two strategic acquisitions in
seven years with Dune 23 and The Women's Sports Group.

·    Client retention: Our client retention is strong at 94% 2  (#_ftn2) ,
supported by the Group's connected approach to solving client needs.

 

2026 Outlook

First quarter trading has been in line with our expectations despite the
challenging comparator from last year and continued tough macro conditions.

 

For 2026, the Company targets net revenue growth, in line with market
estimates, driven by positive momentum from the Issues and Media Specialisms
and supported by regional growth in the US and Europe. Macroeconomic
challenges remain, while the conflict in the Middle East is likely to
significantly impact our sport and entertainment and consumer-facing business.

 

The Group is targeting operating profit and operating margin
improvement, in line with market estimates, with anticipated ongoing
volatility being managed through our largely variable cost base. We expect our
cash-generative and capital-light business to continue to generate an
operating cash conversion rate of over 80%, in line with our mid-term target.

 

M&C Saatchi 2025 full year results presentation

Dame Heather Rabbatts, Executive Chair, and Simon Fuller, Chief Financial
Officer, will host an in-person presentation, which can also be joined online,
for analysts and investors at 9.00am BST on 20 April 2026 at 36 Golden Square,
London W1F 9EE
(https://www.bing.com/ck/a?!&&p=1f50cdf5de3e04aeJmltdHM9MTcyNTQ5NDQwMCZpZ3VpZD0xOGZiNzk4NS1lMDAzLTZlNGItMTg0Yy02ZGJhZTEyOTZmYTgmaW5zaWQ9NTQ4OQ&ptn=3&ver=2&hsh=3&fclid=18fb7985-e003-6e4b-184c-6dbae1296fa8&u=a1L21hcHM_Jm1lcGk9MTA5fn5Ub3BPZlBhZ2V-QWRkcmVzc19MaW5rJnR5PTE4JnE9TSUyNkMlMjBTYWF0Y2hpJTIwVGFsayZzcz15cGlkLllOMTAyOXg5NTgzMjU5NDc2MzYyMjI1OTIxJnBwb2lzPTUxLjUxMTk3NDMzNDcxNjhfLTAuMTM3NjQ4MDAxMzEzMjA5NTNfTSUyNkMlMjBTYWF0Y2hpJTIwVGFsa19ZTjEwMjl4OTU4MzI1OTQ3NjM2MjIyNTkyMX4mY3A9NTEuNTExOTc0fi0wLjEzNzY0OCZ2PTImc1Y9MSZGT1JNPU1QU1JQTA&ntb=1)
. To register, please email Headland Consultancy at
MCSaatchi@headlandconsultancy.com (mailto:MCSaatchi@headlandconsultancy.com)
.

A replay will be also available on the Company's website following the event
at https://mcsaatchiplc.com/ (https://mcsaatchiplc.com/)

 

 

Further information

 M&C Saatchi                                           +44 (0)20-7543-4500
    Dame Heather Rabbatts, Executive Chair
    Simon Fuller, Chief Financial Officer
    Tom Fahey, Head of Investor Relations

 Headland Consultancy                                  +44 (0)20-3805-4822
    Rob Walker, Charlie Twigg, James Waters

 Panmure Liberum - Nominated adviser and joint broker  +44 (0)20-3100-2000
    Edward Mansfield, Will King, Gaya Bhatt

 Deutsche Numis - Joint broker                         +44 (0)20-7260-1000
    Nick Westlake, Iqra Amin

 

 

 

Group performance

Financial performance

The Group operated in a very challenging market in 2025 with weak consumer
sentiment, particularly in Australia. This, combined with US trade policy
changes, caused many clients to delay or reduce their marketing spend, with
some project-based work postponed entirely. The Group suffered from the US
Government shutdown in the fourth quarter, which impacted the high-margin
Issues Specialism; government revenues were lost while staffing had to be
maintained due to uncertainty of the timing on the restart of funding and
work.

 

As a result of these conditions, the Group generated £204.7 million of
like-for-like net revenue in 2025, down 7.3% on last year. Like-for-like
EBITDA contracted by 22.6% to £31.5 million (2024: £40.7 million) and
like-for-like operating profit was £24.9 million, down 26.1%.

 

Like-for-like operating profit margin was 12.2% (2024: 15.3%), with the
reduction driven by first-half weighted investments in senior talent,
capabilities and structures, exacerbated by second-half revenue shortfall and
the quarter four US Government shutdown. Like-for-like profit before tax was
£19.4 million, down 33.6%. Separately disclosed one-off items were largely
restructuring costs in Australia and costs under our transformation plan.

 

Like-for-like profit after tax attributable to shareholders was £11.3 million
(2024: £20.7 million). Like-for-like basic earnings per share were down 44.7%
to 9.4p (2024: 17.0p).  Our operating cash conversion was strong at 94%,
exceeding our long-term target of 80%, which allows for some variability over
the cycle. The Group delivered net cash of £13.3 million (2024: £11.8
million) after £0.5 million of put option payments. Working capital
registered an outflow of £4.2 million (2024: £3.6 million outflow). Within
the working capital outflow, there was inflow of £4.9 million from operations
(2024: £3.6 million outflow) which was offset by payment of prior year (2024)
accrued bonus of £9.1 million. Underlying working capital saw an improvement
over last year driven by improved cash management.

 

Statutory results

Statutory results reflect all activities of the business including one-off
items, non-recurring events and other regulatory elements. The Group closed
its Australian media buying business in September 2025, which contributed to
the statutory net revenue decline of 9.2%, on top of the weaker performance of
the Australian business and the US Government shutdown. Operating profit was
£10.2 million (2024: £22.5 million) with an operating margin of 4.8% (2024:
9.7%) and reflects the revenue decline and all pre-tax separately disclosed
items of £9.1 million in 2025 (2024: £7.2 million), largely attributable to
restructuring costs.

 

Operating review and Specialisms like-for-like performance

                              LFL Net revenue             LFL Operating profit
 £m                            2025    2024   Change      2025      2024    Change

 Non-Advertising Specialisms  136.2   145.7   (6.5%)      23.3     37.7     (38.2%)
 Advertising                  68.5    75.2    (8.9%)      7.7      8.4      (8.3%)
 Group Central costs          -       -       -           (6.1)    (12.4)   50.8%
 Total like-for-like          204.7   220.9   (7.3%)      24.9     33.7     (26.1%)

Non-Advertising Specialisms declined 6.5% in like-for-like net revenue to
£136.2 million and contributed 67% of Group net revenue, while Advertising
delivered £68.5 million (down 8.9%).

Our higher-margin Non-Advertising Specialisms experienced a 38.2% decrease in
operating profit, with an operating margin of 17.1% (-8.8pps) reflecting a
decline in revenue, particularly the high-margin Issues Specialism.
Advertising's operating profit declined by 8.3%; however, the operating margin
remained consistent at 11.3%, reflecting active management of the cost base
and resizing of the business in Australia.

Group central operating costs decreased from £12.4 million in 2024 to £6.1
million in 2025, reflecting the absence of an LTIP charge in 2025, increased
recharges from Group to the regions and specialisms for services directly
provided on their behalf and the annualisation of cost saving initiatives in
2024.

Advertising

·    33% of like-for-like Group net revenue (2024: 34%)

·    Like-for-like net revenue of £68.5 million, down 8.9% (2024: £75.2
million)

The decline is largely driven by Australia where macro conditions were very
challenging, resulting in significant revenue shortfall due to client caution
around campaign spend, particularly among consumer-facing businesses. These
declines more than offset continued growth in the US and Europe, which
continue to show progress. Excluding Australia, Advertising would have
declined by only 1%. The outlook for 2026 remains challenging, with continued
macro volatility and subdued market conditions offsetting stronger demand in
Europe and the US.

Issues

·    27% of like-for-like Group net revenue (2024: 26%)

·    Like-for-like net revenue of £54.3 million, down 4.1% (2024: £56.6
million)

The US Government shutdown in Q4 had a material impact on the Issues
Specialism, leading to an overall decline in the year. The Group continues to
invest in Issues, enhancing our non-UK footprint, our data security
capabilities and talent. We continue to develop our expertise in this unique
and highly specialised field which has strong barriers to entry. Despite
ongoing geopolitical uncertainty, with a broadened client list and an expected
full 12 months of US Government spend this Specialism will return to growth in
2026.

Passions & PR 3  (#_ftn3)

·    16% of like-for-like Group net revenue (2024: 16%)

·    Like-for-like net revenue of £32.0 million, down 11.4% (2024: £36.1
million)

 

Net revenue declined due to the tough market context, reduced client spend and
a client loss. Sport and entertainment (S&E) remains a high-potential
growth opportunity, powered by our data-systems, particularly in the US.
Following our acquisitions in 2025 of Dune 23 and The Women's Sports Group,
which add to our capabilities in the S&E area, the Company remains
confident in the medium-term growth outlook. Although the outlook for 2026 is
more encouraging, PR continues to be affected by our exposure to the softer UK
market while S&E will be affected by the conflict in the Middle East.

Consulting 4  (#_ftn4)

·    12% of like-for-like Group net revenue (2024: 14%)

·    Like-for-like net revenue of £24.7 million, down 18.8% (2024: £30.4
million)

This Specialism was materially impacted by macro challenges leading to project
deferrals, particularly in Australia, and following US Government policy
changes, which led to a double-digit revenue decline. Sector challenges are
expected to continue in 2026 given the wider economic pressures resulting in
delays to project start dates and deferral of client spend.

Media

·    12% of like-for-like Group net revenue (2024: 10%)

·    Like-for-like net revenue of £25.2 million, up 11.5% (2024: £22.6
million)

Media registered strong growth through a combination of client wins and
retained work, largely driven by the UK and APAC markets. Performance media,
digital expertise and digital app-related projects remain in high demand,
particularly with clients looking to generate increased return on investment
measurement on campaigns. This Specialism continues to strengthen its digital
expertise and utilises both data and artificial intelligence to solve client
problems and deliver measurable returns. The Group expects that Media will
continue to grow in 2026, supported by recent wins and improving momentum on
the back of our strong client offer.

Like-for-like regional net revenue performance
The UK remains our biggest region, thanks to the inclusion of the Issues
Specialism. APAC is predominantly Australia, while Americas is dominated by
the US market. In Europe, the two largest markets are Italy and Germany. Since
the sale of the South Africa businesses, we no longer have an owned business
in Africa.

UK: Net revenue decreased 4.6% as positive momentum in Media was offset by a
soft performance in Advertising and Consulting. The Issues Specialism, whose
financial results are recognised entirely in the UK, also declined due to the
material impact of the US Government shutdown.

APAC 5  (#_ftn5) : Net revenue fell 22.3% as the macroeconomic environment in
the core Australia market remained very weak, affecting Advertising and
Consulting, due to reduced client spend, particularly consumer-facing
businesses.

Americas: Net revenue reduced 1.9% as strong growth in US Advertising was
offset by project delays in Consulting.

Europe: Net revenue down 3.2% with strong growth in Advertising, particularly
in Italy offset by temporary weakness in Germany.

Middle East: Net revenue grew 3.6% with growth in Advertising alongside
positive momentum in our newly established local sport and entertainment
offering. Growth will be tempered by a client loss in the second half of 2025,
and the impact of the conflict in the Middle East on our sport and
entertainment business.

 

Strategic focus for 2026

The potential and intrinsic value of the Company's high-margin growth
businesses is not reflected in our market capitalisation, and our strategic
focus is to simplify businesses and clarify the opportunities which should
unlock  value for shareholders. Our broad range of expertise and our
connected specialist capabilities are increasingly supported by data-driven
insights, data-driven systems and AI-powered processes. Our unique positioning
across both government (public) and commercial (private) sectors drive our
deep understanding of our clients' businesses, supported by data-backed
consumer insights. Uniting behind our Cultural Power proposition, we have the
capability to change behaviours, build influential brands and deliver business
solutions for our clients.

Board structure

2025 marked a period of significant change for the Board. As announced on 11
April 2025, Zillah Byng-Thorne stepped down as Non-Executive Chair following
the conclusion of the Annual General Meeting on 15 May 2025. The Company would
like to thank Zillah for her leadership and dedication during her tenure as
both Executive and Non-Executive Chair, during which she played a pivotal role
in the Company's development. At the same meeting, Louise Jackson stepped down
from the Board. We are grateful to Louise for her dedicated service and the
valuable perspective she provided since joining the Board in March 2020.

Following Dame Heather Rabbatts' appointment as Senior Independent Director,
she was appointed Interim Non-Executive Chair, before formally assuming the
role of Non-Executive Chair on 17 June 2025 after shareholder consultation.
More recently, following Zaid Al-Qassab's departure on 31 March 2026, Dame
Heather assumed the role of Executive Chair to ensure leadership continuity
during the current transition period.

Subsequent to her appointment as Non-Executive Chair, Georgina Harvey,
Non-Executive Director and Chair of the Remuneration Committee, succeeded Dame
Heather Rabbatts as Senior Independent Director.

As announced in March 2026, the Board remains focused on accelerating
initiatives to maximise shareholder value. To support this objective, we were
pleased to strengthen the Board's expertise with the appointments of Nicholas
Shott, as an Independent Non-Executive Director, and Vin Murria. Their
combined experience will be instrumental in guiding the Company through its
next phase of value creation.

 

Shareholder returns and capital allocation
Our key focus as stated above is to unlock the intrinsic value of the Company
that is not currently recognised.

• The Board believes that greater value can be created for shareholders by
increasing the share buyback programme rather than through the payment of a
dividend. Accordingly, the Board intends to reallocate the amount that would
otherwise have been proposed as a final dividend for the year ended 31
December 2025 to enhance our existing share buyback programme.

• Operationally we aim to drive earnings per share growth through a
combination of organic growth, margin enhancement and small bolt-on
acquisitions to strengthen capabilities as well as share buybacks.

• M&C Saatchi is a capital-light business which, over the medium term,
can convert at least 80% of its operating profits into cash, subject to some
degree of variability over the cycle.

 

Financial review

While our 2025 results reflect the tough macroeconomic context in which we
operated during the year, there are a number of positive developments to
consider. The additional global efficiency and restructuring programme has
delivered £7 million annualised savings, as anticipated, while Phase Two of
the transformation programme which targeted cost efficiencies via
centralisation and consolidation across production, products and data has
delivered a further £5 million in annualised savings. This comes on top of
the £10 million annualised savings after Phase One of the transformation that
concluded in 2024. These efficiencies across back-office and middle-office
functions have freed up resources for creativity and key investments in
people, capabilities and structures. As we embed our operating model, we
believe that there are plenty of growth opportunities for the business through
our connected Specialisms and broad range of expertise across sectors,
industries and geographies.

Group results

                                        Like-for-like results                     Statutory results
 £m                                     2025          2024          Movement      2025        2024        Movement
 Revenue                                341.0         377.6         (9.7%)        347.4       395.4       (12.1%)
 Net revenue                            204.7         220.9         (7.3%)        210.0       231.4       (9.2%)
 EBITDA                                 31.5          40.7          (22.6%)       17.2        29.7        (42.1%)
 Operating profit                       24.9          33.7          (26.1%)       10.2        22.5        (54.7%)
 Operating margin                       12.2%         15.3%         -310bps       4.8%        9.7%        -490bps
 Profit before taxation                 19.4          29.2          (33.6%)       4.6         18.1        (74.6%)
 Profit/(loss) for the year             11.7          21.3          (45.1%)       (2.0)       11.7        (117.1%)
 Non-controlling interests              0.4           0.7           (42.9%)       0.2         0.0         -
 Profit attributable to equity holders  11.3          20.7          (45.4%)       (2.2)       11.7        (118.8%)
 Earnings/(loss) per share (basic)      9.4p          17.0p         (44.7%)       (1.9)p      9.6p        (119.8%)
 Dividends per share                    -             1.95p

 

 

Like-for-like Specialisms and regional review

The Group's segmental and regional performance is reviewed on a like-for-like
basis to provide a more comparable and better basis for understanding our
current and future performance.

 

 

 

 

 

 

 

 

                                                   Like-for-like results
 Net revenue by Specialism £m                      2025    2024            % change

 Advertising                                       68.5    75.2            (8.9%)
 Issues                                            54.3    56.6            (4.1%)
 Passions & PR                                     32.0    36.1            (11.4%)
 Consulting                                        24.7    30.4            (18.8%)
 Media                                             25.2    22.6            11.5%
 Non-Advertising Specialisms                       136.2   145.7           (6.5%)
 Advertising                                       68.5    75.2            (8.9%)
 Total                                             204.7   220.9           (7.3%)

                                             Like-for-like results
 Net revenue by region £m                    2025          2024    % change

 UK                                          102.9         107.9   (4.6%)
 APAC                                        36.3          46.7    (22.3%)
 Americas                                    41.9          42.7    (1.9%)
 Europe                                      12.0          12.4    (3.2%)
 Middle East                                 11.6          11.2    3.6%
 Total                                       204.7         220.9   (7.3%)

 

Like-for-like performance and statutory results have been described earlier in
this report.

Over the last four years there has been a significant change in the mix of our
business, with the higher margin Specialisms, particularly Issues and Passions
& PR making up a far greater proportion of net revenue, offset by a
reduction in the Advertising business. On a regional basis, this is shown
through the increase in UK net revenue, with the main reduction being
Australia.

Shifts in Specialism like-for-like net revenue share over time

 Share by Specialism   Advertising  Issues      Passions &PR          Consulting      Media     Total
 2025                  33%          27%         16%                   12%             12%       100%
 2021                  51%          14%         10%                   12%             13%       100%

 

 Share by region   UK     APAC      Americas      Africa(1)     Europe      Middle East     Total
 2025              50%    18%       20%           -             6%          6%              100%
 2021              39%    30%       17%           6%            6%          2%              100%

(1) The Group disposed of the South Africa businesses on 30 September 2024.

 

Central costs

Group central operating costs decreased from £12.4 million in 2024 to £6.1
million in 2025, reflecting the absence of an LTIP charge in 2025, increased
recharges from Group to the regions and Specialisms for services directly
provided on their behalf and the annualisation of cost saving initiatives in
2024.

 

 

 

 

 

 Like-for-like 2025          Advertising  Non-advertising  Group central costs  Total
 £m
 Net revenue                 68.5         136.2            -                    204.7
 Operating profit / (loss)   7.7          23.3             (6.1)                24.9
 Operating profit margin     11%          17%              -                    12%
 Profit / (loss) before tax  7.3          21.9             (9.8)                19.4

 Like-for-like 2024          Advertising  Non-advertising  Group central costs  Total
 £m
 Net revenue                 75.2         145.7            -                    220.9
 Operating profit / (loss)   8.4          37.7             (12.4)               33.7
 Operating profit margin     11%          26%              -                    15%
 Profit / (loss) before tax  7.9          35.9             (14.6)               29.2

 

 

Like-for-like reporting

Like-for-Like (LFL) results adjust Statutory results to reflect the underlying
profitability of the business units by excluding a number of items that are
not part of routine expenses including one-off and exceptional items (defined
as Headline adjustments), by excluding results of subsidiaries which
management has or intends to exit in 2024 and in 2025, and those newly
acquired subsidiaries in 2025, and retranslating 2024 figures to 2025 FX
rates.  We provide commentary on like-for-like figures, where applicable, to
provide a more comparable and better basis for understanding our current and
future performance. Like-for-like adjustments are summarised below and at Note
1 to the financial statements.

 

Management considers LFL figures are a better way to measure and manage the
business, and they are used for internal performance management and reward.
Like-for-like results is not a defined IFRS term and is not intended to be a
substitute for, or be superior to, any IFRS measures of performance.

 

Reconciliation of like-for-like to Headline to Statutory results

The table below summarises the reconciliation from like-for-like to Statutory
results for 2025 and 2024 including Headline results.

 2025                                                                     Like-for-like  Acqusitio-ns & exits      Headline       Adjustme-nts  Statutory
 £m
 Revenue                                                                  341.0          6.4                       347.4          -             347.4
 Net revenue                                                              204.7          5.3                       210.0          -             210.0
 Operating profit                                                         24.9           1.2                       26.1           (15.9)        10.2
 Operating profit margin                                                  12.2%          22.6%                     12.4%          -             4.8%
 Profit before tax                                                        19.4           1.1                       20.5           (15.9)        4.6

 2024                     Like-for-like  Acquisitio-ns & exits      FX    Discontin-ued  Headline                  Discontin-ued  Adjustme-nts  Statutory
 £m
 Revenue                  377.6          6.2                        11.6  21.2           416.6                     (21.2)         -             395.4
 Net revenue              220.9          3.5                        7.0   11.9           243.3                     (11.9)         -             231.4
 Operating profit         33.7           0.8                        0.6   1.4            36.6                      (1.4)          (12.6)        22.5
 Operating profit margin  15.3%          22.9%                      -     12.0%          15.0%                     12.0%          -             9.7%
 Profit before tax        29.2           0.7                        0.5   1.5            31.9                      (1.5)          (12.3)        18.1

 

 

 

 

 

Adjustments between like-for-like and Statutory results (Headline adjustments)

These comprise of Separately disclosed items (further detail in Note 2) that
are one-off in nature and are not part of running the business; impairment of
intangible and non-current assets; Amortisation of acquired intangibles; Gains
or losses generated by disposals of subsidiaries and associates; Fair value
adjustments to unlisted equity investments, acquisition related contingent
consideration, investment properties and put options; and dividends paid to
IFRS 2 put option holders as set out below.

 

 £000                                                      2025     2024
 Statutory profit before taxation                          4,589     18,131
 Separately disclosed items                                9,123     7,248
 Put option accounting - IFRS 9 and IFRS 2                 (116)    (1,006)
 Dividends paid to IFRS 2 put option holders               83        866
 Revaluation of loans and investments                      1,237    3,813
 Impairment of intangible assets and assets held for sale  1,710    1,548
 Impairment and revaluation of non-current assets          3,498    (658)
 Amortisation of acquired intangibles                      363       335
 Gain on disposal of subsidiaries and associates           4        230
 Adjustments                                               15,902   12,376
 Exiting and acquired agencies                             (1,066)  (732)
 FX difference                                             -         (531)
 Like-for-like profit before taxation                      19,425    29,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange adjustments

The Group is exposed to movements in foreign currency exchange rates on the
translation of the results of its overseas businesses. The like-for-like basis
applies the constant foreign exchange applicable for the current period to the
comparative period in order to present the results on a comparable basis.
Key Group currency movements reflected the strengthening sterling value
compared to the US dollar, offset by sterling weakness versus euro in 2025.

 

Key 2025 currencies and average FX rates used to retranslate the 2024 results
are as follows:

 Currency                            December 2025  December 2024  Sterling

stronger / weaker
 United Arab Emirates dirham  AED    4.8436         4.5984         Stronger
 Australian $                 AUD    2.0449         2.0228         Stronger
 Euro €                       EUR    1.1675         1.2087         Weaker
 US $                         USD    1.3187         1.2516         Stronger
 South African R              ZAR    23.5678        23.5705        Weaker

 

Acquired and discontinued businesses

In 2025 the Group acquired two businesses, Dune 23 Sport & Entertainment
Sports Events Marketing Co. L.L.C, and The Women's Sports Group Limited for
total net cash consideration of £1.7 million. Both businesses have been fully
integrated and form part of our Passions & PR Specialism, operating within
sport and entertainment. If both acquisitions had been completed on 1 January
2025, the Group results for the year would have included £4.8 million of
revenue and £0.6 million of profit.

 

During 2024, we disposed of the agencies in the South Africa businesses, which
was treated as a discontinued operation and excluded from the Statutory
results of the Group. Up to the date of the disposal these businesses
contributed net revenue of £11.9 million, operating profit of £3.5 million
and profit before tax of £3.5 million. The 2024 results include the relevant
gain on disposal of £2.1 million within operating profit.

 

Financial income and expense

The Group's financial income and expense includes bank interest, lease
interest and fair value adjustments to minority shareholder put option
liabilities (IFRS 9). Bank interest payable for the year was £2.0 million
(2024: £2.0 million). The interest on leases remained consistent at £3.2
million (2024: £3.2 million). The fair value adjustment of put option
liabilities created a debit of £0.1 million (2024: £0.3 million).

Tax

Like-for-like tax

Our like-for-like tax rate was 40% (2024: 27.1%). The variation is due to
significant items such as specific costs not deductible for tax purposes and
tax losses in the period on which no deferred tax asset is recognised due to
future forecasts on recoverability.

Statutory tax

The effective Statutory tax rate was 143.8% (2024: 31.5%). We have experienced
large variations in statutory tax rates because deferred tax assets have not
been recognised on tax losses, predominantly in Australia, as well as other
expenses such as M&A transaction costs which are non-deductible against
corporation tax.

Dividends

The Company paid a final dividend of £2.4 million (1.95p per share) in
respect of its financial year ended 31 December 2024 to its shareholders in
2025. The Board believes that greater value can be created for shareholders by
increasing the share buyback programme rather than through the payment of a
dividend. Accordingly, the Board intends to reallocate the amount that would
otherwise have been proposed as a final dividend for the year ended 31
December 2025 to an enhanced share buyback programme.

Cash flow and net cash

Total gross cash and cash equivalents (excluding bank overdrafts) at 31
December 2025 was £21.3 million (2024: £25.9 million), excluding restricted
cash of £0.2 million (2024: £3.5 million). Net cash (excluding restricted
cash) was £13.3 million (2024: £11.8 million).

 

The Group generated operating cash from trading (before working capital) of
£22.5 million (2024: £31.8 million) after dividends paid to IFRS 2 put
option holders of £0.5 million (2024: £5.8 million) and nil payments to
acquire non-controlling interests (2024: £2.8 million). Working capital
registered an outflow of £4.2 million (2024: £3.6 million outflow). Within
the working capital outflow, there was inflow of £4.9 million from operations
(2024: £3.6 million outflow) which was offset by payment of prior year (2024)
accrued bonus of £9.1 million. Excluding transfers to restricted cash,
working capital saw an improvement over last year driven by improved cash
management. Lease payments were £8.4 million (2024: £8.5 million).

 

Net operating cash flow (operating cash generated from operations (excluding
put option payments and non-adjusted cash costs) net of purchases of
intangible / tangible fixed assets and the principal payment on leases) for
the year was £23.7 million (2024: £25.6 million), which represents a cash
conversion from like-for-like operating profit of 94%. This is well above our
target of 80%.

 

 

The following table sets out the key movements in net cash during 2025:

                                                               2025    2024

                                                               £m      £m
 Net cash at the beginning of the year                         11.8     8.3
 Increase in cash from operating activities                    23.0     37.6
 Dividends paid to IFRS 2 put option holders                   (0.5)   (5.8)
 Operating cash from trading (before working capital)          22.5    31.8
 Decrease in cash from working capital movements               (4.2)   (3.6)
 Cash consideration for non-controlling interest acquired      -       (2.8)
 Purchase of own shares                                        (0.8)   (2.5)
 Movement (to) / from restricted cash*                         3.2     (3.5)
 Tax paid                                                      (4.4)   (3.0)
 Net cash inflow from disposal of subsidiaries and associates  2.7     1.9
 Net cash outflow from acquisition of subsidiaries             (1.7)   -
 Purchases of intangible/tangible fixed assets                 (3.1)   (2.9)
 Payment of lease liabilities and interest                     (8.4)   (8.5)
 Dividends paid to Company shareholders                        (2.4)   (1.9)
 Net interest paid                                             (1.5)   (2.1)
 FX movement on cash held                                      (1.5)   (0.3)
 Other movements                                               1.1     0.9
 Net cash at the end of the year                               13.3     11.8
 Restricted cash                                               0.2     3.5
 Adjusted net cash at the end of the year                      13.5    15.3

*     2025 movement relates to an inter-company dividend plus working
capital balances paid out of

        restricted cash. 2024 movement relates to the initial
reclassification of cash to restricted cash.

Banking arrangements

At 31 December 2025, £8.0 million was drawn on the Group's £50 million
revolving credit facility compared to £14.0m at 31 December 2024.

 

 

 

 

 

Financial Statements

 

Consolidated Income Statement

                                                                     2025       2024
                                                                     Total      Total
 Year ended 31 December                                        Note  £000       £000
 Billings (unaudited)                                                436,018    610,084
 Revenue                                                       4     347,399    395,418
 Project cost / direct cost                                          (137,428)  (164,008)
 Net revenue                                                    3    209,971    231,410
 Staff costs                                                         (152,196)  (163,791)
 Depreciation                                                        (6,247)    (6,535)
 Amortisation                                                        (714)      (600)
 Impairment charges                                                  (1,916)    (890)
 Other operating charges                                             (34,202)   (32,864)
 Other gains /(losses)                                               (4,529)    (3,813)
 Loss allowance                                                      -          (192)
 Gain / (loss) on disposal of subsidiaries                           (4)        (230)
 Operating profit                                                    10,163     22,495
 Other non-operating income                                          62         60
 Finance income                                                      526        878
 Finance expense                                                     (6,162)    (5,302)
 Profit before taxation                                              4,589      18,131
 Taxation                                                            (6,598)    (6,394)
 Profit/(loss) for the year from continuing operations               (2,009)    11,737

 Profit for the year from discontinued operations, net of tax        -          3,068
 Total profit for the year                                           (2,009)    14,805

 Total profit from continuing operations                             (2,009)    11,737
 Attributable to:
 Equity shareholders of the Group                                    (2,234)    11,717
 Non-controlling interests                                           225        20
 Profit/(loss) for the year                                          (2,009)    11,737
 Earnings per share
 Basic (pence)                                                 1     (1.85)     9.63
 Diluted (pence)                                               1     (1.85)     9.42

 

 

 

Consolidated Income Statement continued

 Total profit from discontinued operations                             -        3,068
 Attributable to:
 Equity shareholders of the Group                                      -        3,011
 Non-controlling interests                                             -        57
 Profit/(loss) for the year                                            -        3,068
 Earnings per share
 Basic (pence)                                                      1  -        2.48
 Diluted (pence)                                                    1  -        2.42

 Total profit for the year                                             (2,009)  14,805
 Attributable to:
 Equity shareholders of the Group                                      (2,234)  14,728
 Non-controlling interests                                             225      77
 Profit/(loss) for the year                                            (2,009)  14,805
 Earnings per share
 Basic (pence)                                                      1  (1.85)   12.11
 Diluted (pence)                                                    1  (1.85)   11.84

 Like-for-like results                                              1
 Operating profit                                                   1  24,944   33,735
 Profit before taxation                                             1  19,425   29,244
 Profit after tax attributable to equity shareholders of the Group  1  11,292   20,677
 Basic earnings per share (pence)                                   1  9.35     17.00
 Diluted earnings per share (pence)                                 1  9.22     16.62
 EBITDA                                                             1  31,544   40,744

 

 

Consolidated Income Statement of other comprehensive income

                                                            2025     2024
 Year ended 31 December                                     £000     £000
 Profit/(loss) for the year                                 (2,009)  14,805
 Other comprehensive profit/(loss)*
 Exchange differences on translating foreign operations     (105)    527
 Historic translation reserve on disposal of subsidiaries   -        (1,464)
 Other comprehensive profit/(loss) for the year net of tax  (105)    (937)

 Total comprehensive profit/(loss) for the year             (2,114)  13,868

 Total comprehensive profit/(loss) attributable to:
 Equity shareholders of the Group                           (2,339)  13,790
 Non-controlling interests                                  225      77
 Total comprehensive profit/(loss) for the year             (2,114)  13,867

*   All items in the consolidated statement of comprehensive income may be
reclassified to the income statement.

 

 

Consolidated Balance Sheet

                                                        2025       2024
 At 31 December                                         £000       £000
 Non-current assets
 Intangible assets                                      32,273     32,318
 Investments in associates                              138        138
 Plant and equipment                                    6,107      6,002
 Right-of-use assets                                    16,456     25,544
 Investment properties                                  4,205      1,244
 Other non-current assets                               3,819      5,282
 Deferred tax assets                                    2,214      4,840
 Financial assets at fair value through profit or loss  34         668
                                                        65,246     76,036
 Current assets
 Trade and other receivables                            110,544    126,298
 Current tax assets                                     2,335      1,390
 Restricted cash                                        237        3,462
 Cash and cash equivalents                              21,317     25,855
                                                        134,433    157,005
 Assets held for sale                                   -          2,717
                                                        134,433    159,722
 Current liabilities
 Trade and other payables                               (111,550)  (131,536)
 Provisions                                             (39)       (90)
 Current tax liabilities                                (1,253)    (1,626)
 Borrowings                                             (29)       (43)
 Lease liabilities                                      (5,101)    (5,014)
 Minority shareholder put option liabilities            (3,054)    (525)
                                                        (121,026)  (138,834)
 Net current liabilities                                13,407     20,888
 Total assets less current liabilities                  78,653     96,924

 

 

 

Consolidated Balance Sheet continued

 Non-current liabilities
 Deferred tax liabilities                          (1,113)   (1,032)
 Borrowings                                        (7,366)   (13,399)
 Lease liabilities                                 (33,115)  (37,230)
 Minority shareholder put option liabilities       -         (3,132)
 Other non-current liabilities                     (2,223)   (2,020)
                                                   (43,817)  (56,813)
 Total net assets                                  34,836    40,111
 Equity
 Share capital                                     1,227     1,227
 Share premium                                     50,327    50,327
 Merger reserve                                    37,554    37,554
 Treasury reserve                                  (2,765)   (2,698)
 Minority interest put option reserve              (1,175)   (1,175)
 Non-controlling interest acquired                 (34,428)  (34,428)
 Foreign exchange reserve                          1,309     1,414
 Accumulated losses                                (17,526)  (12,198)
 Equity attributable to shareholders of the Group  34,523    40,023
 Non-controlling interest                          313       88
 Total equity                                      34,836    40,111

 

These financial statements were approved and authorised for issue by the Board
of Directors on 19 April 202] and signed on its behalf by:

Simon Fuller

Chief Financial Officer

19 April 2026

M&C Saatchi plc

Company number 05114893

 

Consolidated statement of changes in equity

                                                           Share capital  Share premium  Merger reserve  Treasury reserve  Minority Interest put option reserve  Non-controlling interest acquired  Foreign exchange reserves  Retained earnings / (accumulated losses)  Sub total  Non-controlling interest in equity  Total
                                                           £000           £000           £000            £000              £000                                  £000                               £000                       £000                                      £000       £000                                £000
 At 31 December 2023                                       1,227          50,327         37,554          (550)             (2,506)                               (33,168)                           2,351                      (26,232)                                  29,003     533                                 29,536
 Share option charge                                       -              -              -               -                 -                                     -                                  -                          1,030                                     1,030      -                                   1,030
 Share option exercise                                     -              -              -               342               -                                     -                                  -                          (342)                                     -          -                                   -
 Tax on share options                                      -              -              -               -                 -                                     -                                  -                          35                                        35         -                                   35
 Exercise of put options                                   -              -              -               -                 1,000                                 (1,000)                            -                          -                                         -          -                                   -
 Purchase of own shares                                    -              -              -               (2,490)           -                                     -                                  -                          -                                         (2,490)    -                                   (2,490)
 Disposal of subsidiaries                                  -              -              -               -                 331                                   (260)                              -                          209                                       280        (522)                               (242)
 Revaluations                                              -              -              -               -                 -                                     -                                  -                          415                                       415        -                                   415
 Tax on revaluations                                       -              -              -               -                 -                                     -                                  -                          (93)                                      (93)       -                                   (93)
 Dividends                                                 -              -              -               -                 -                                     -                                  -                          (1,948)                                   (1,948)    -                                   (1,948)
 Total transactions with owners                            -              -              -               (2,148)           1,331                                 (1,260)                            -                          (694)                                     (2,771)    (522)                               (3,293)
 Total profit for the year                                 -              -              -               -                 -                                     -                                  -                          14,728                                    14,728     77                                  14,805
 Historic translation reserve on disposal of subsidiaries  -              -              -               -                 -                                     -                                  (1,464)                    -                                         (1,464)    -                                   (1,464)
 Total other comprehensive income for the year             -              -              -               -                 -                                     -                                  527                        -                                         527        -                                   527
 At 31 December 2024                                       1,227          50,327         37,554          (2,698)           (1,175)                               (34,428)                           1,414                      (12,198)                                  40,023     88                                  40,111
 Exercise of share options                                 -              -              -               740               -                                     -                                  -                          (740)                                     -          -                                   -
 Purchase of own shares                                    -              -              -               (807)             -                                     -                                  -                          -                                         (807)      -                                   (807)
 Dividends                                                 -              -              -                                 -                                     -                                  -                          (2,354)                                   (2,354)    -                                   (2,354)
 Total transactions with owners                            -              -              -               (67)              -                                     -                                  -                          (3,094)                                   (3,161)    -                                   (3,161)
 Total (loss)/profit for the year                          -              -              -               -                 -                                     -                                  -                          (2,234)                                   (2,234)    225                                 (2,009)
 Total other comprehensive income for the year             -              -              -               -                 -                                     -                                  (105)                      -                                         (105)      -                                   (105)
 At 31 December 2025                                       1,227          50,327         37,554          (2,765)           (1,175)                               (34,428)                           1,309                      (17,526)                                  34,523     313                                 34,836

 

 

Consolidated cash flow statement

 Year ended 31 December                                                 2025      2024

£000
£000
 Operating profit from continuing operations                            10,163    22,495
 Operating profit from discontinued operations                          -         3,526
 Total operating profit                                                 10,163    26,021
 Adjustments for:
 Depreciation of plant and equipment                                    2,014     2,107
 Depreciation of right-of-use assets                                     4,233    4,995
 Impairment (reversal) of right-of-use assets                           206       (297)
 Impairment reversal of assets held for sale                            -         (86)
 Impairment reversal of investment properties                           3,292     (361)
 Revaluation of financial assets at FVTPL                               636       4,277
 Revaluation of deferred consideration                                  -         (464)
 Amortisation of acquired intangible assets                             363       336
 Impairment of goodwill and other intangibles                           1,710     1,634
 Impairment and amortisation of capitalised software intangible assets  351       278
 Exercise of put options                                                (488)     (5,780)
 Gain on disposal of discontinued operation                             -         (2,084)
 Equity settled share-based payment expenses                            -         1,195
 Operating cash before movements in working capital                     22,480    31,771
 Decrease/(increase) in trade and other receivables                     14,779    (5,589)
 Increase/(decrease) in trade and other payables                        (18,920)  2,961
 (Decrease)/increase in provisions                                      (51)      (960)
 Transfer from/(to) restricted cash**                                   3,225     (3,462)
 Cash (consumed by)/generated from operations                           21,513    24,721
 Tax paid                                                               (4,400)   (3,019)
 Net cash from operating activities                                     17,113    21,702

 

 

 

Consolidated cash flow statement continued

 Investing activities
 Disposal of subsidiary (net of cash disposed of)                            2,713     1,926
 Disposal of associate (net of cash disposed of)                             -         856
 Long term loans                                                             150       148
 Proceeds from sale of unlisted investments                                  -         642
 Acquisition of subsidiary (net of cash acquired)                            (1,727)   -
 Proceeds from sale of plant and equipment and software                      52        83
 Purchase of plant and equipment                                             (2,278)   (1,718)
 Purchase of capitalised software and intangible assets under construction   (797)     (1,214)
 Interest received                                                           526       106
 Principal sublease repayment                                                953       -
 Net cash (consumed)/generated by investing activities                       (408)     829
 Net cash from operating and investing activities                            16,705    22,531
 Financing activities
 Dividends paid to equity holders of the Company                             (2,354)   (1,948)
 Purchase of own shares (re-presented***)                                    (807)     (2,490)
 Cash consideration for non-controlling interest acquired and other options  -         (2,811)
 Payment of lease liabilities                                                (5,265)   (5,167)
 Repayment of bank loans                                                     (6,013)   (2,000)
 Borrowing costs                                                             (135)     (795)
 Interest paid                                                               (2,001)   (2,140)
 Interest paid on leases                                                     (3,166)   (3,351)
 Net cash consumed by financing activities                                   (19,741)  (20,702)
 Net (decrease) / increase in cash and cash equivalents                      (3,036)   1,829
 Effect of exchange rate fluctuations on cash held                           (1,502)   (300)
 Cash and cash equivalents at the beginning of the year                      25,855    24,326
 Total cash and cash equivalents at the end of the year                      21,317    25,855

 Net debt reconciliation
 Cash and cash equivalents                                                   21,317    25,855
 Total cash and cash equivalents at the end of the year                      21,317    25,855
 Bank loans and borrowings*                                                  (8,030)   (14,043)
 Net cash                                                                    13,287    11,812

*     Bank loans and borrowings exclude the lease liability of £38,216k
(2024: £42,244k).

**   Cash and cash equivalents at the balance sheet date relate to cash at
bank and in hand. This excludes £237k (2024: £3,462k) which has been
classified as restricted cash due to ongoing litigation. The balance has been
classified as a current asset on the face of the balance sheet.

***  The cash flow statement has been updated to correct a presentation error
relating to the buyback of shares. As a result of this adjustment, operating
cash flows have increased by £2,490k, and financing cash flows have decreased
by £2,490k. There is no impact on the total cash movement for the year.

 

 

Basis of preparation

The financial information set out in this document does not constitute the
Company's statutory accounts for the years ended 31 December 2025 or
2024. Statutory accounts for the years ended 31 December 2024 and 31 December
2025, which were approved by the Directors on  19  April 2026, have been
reported on by the Independent Auditors. The Independent Auditor's Reports on
the Annual Report and Financial Statements for each of 2024 and 2025 were
unqualified, did not draw attention to any matters by way of emphasis, and did
not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2024 have been filed with
the Registrar of Companies. The statutory accounts for the year ended 31
December 2025 will be delivered to the Registrar in due course, and are
available from the Company's registered office at 36 Golden Square, London,
W1F 9EE, and are available from the Company's website:
https://mcsaatchiplc.com/ (https://mcsaatchiplc.com/)

The financial information set out in these results has been prepared using the
recognition and measurement principles of UK adopted international accounting
standards and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS (except as otherwise stated). The accounting
policies adopted in these results have been consistently applied to all the
years presented and are consistent with the policies used in the preparation
of the financial statements for the year ended 31 December 2024. There are
deemed to be no new standards, amendments and interpretations to existing
standards, which have been adopted by the Group that have had a material
impact on the financial statements.

The financial statements are presented in pounds sterling and, unless stated
otherwise, rounded to the nearest thousand

Going concern

These financial statements have been prepared on the going concern basis, as
set out in the Directors' Report and the Audit & Risk Committee Report.

The Board has concluded that under the most likely going concern scenarios,
the Group will have sufficient liquidity and headroom under the financial
covenants in the Group's revolving credit facility (the "Covenants") to
continue to operate for a period of not less than a year from approving the
financial statements.

The Board has formed its opinion after evaluating four different severe but
plausible forecast scenarios and a reverse stress test, extending to twelve
months from the date of these the Annual Report and Accounts ("Viability
Review Period"). The four scenarios comprise:

1.             A significant reduction in new business wins.

2.             A significant increase in wage inflation.

3.             A significant number of top clients are lost.

4.             A significant economic downturn.

 

These severe but plausible scenarios are assumed to materialise from the first
quarter of 2025 onwards. The estimated decline in EBITDA ranges from £18
million to £46 million compared to the base case plan for the cumulative
period ending 31 December 2028, including a £10 million to £15 million
decline in EBITDA in 2026.

The reverse stress test case evaluates how extreme conditions would need to be
for the Group to break the Covenants within the Viability Review Period. The
conditions go significantly further than the severe but plausible scenarios
and reflect a scenario that the Directors consider to be highly unlikely.

The Directors consider that the current impacts of climate change do not
constitute a material uncertainty under the Group's existing strategy. Further
details on these impacts, our mitigation efforts, and future climate evolution
can be found in our TCFD Report.

 The Board has concluded that, under all scenarios modelled by management,
the Company will have sufficient liquidity to operate and will not breach the
Covenants.

In their review of the severe but plausible scenario, the Directors have also
considered several mitigations that would help maintain headroom on the
Covenants under the Facility, and are at their discretion, including but not
limited to:

·      Reduction or postponement of dividend payments.

·      Reduction of bonus payments.

·      Reduction of overheads and operating expenses.

·      Renegotiation of the terms of the Group's revolving credit
facility including Covenant relaxation.

·      Closure of now loss making entities.

·      Reduction of staff levels in line with revenue reduction.

The Board is satisfied that the Group's forecasts, which take into account
reasonably possible changes in trading performance, show that there are no
material uncertainties over going concern, and that, even under the severe but
plausible scenarios, the Group will continue to have sufficient liquidity and
headroom to operate within the Covenants. The Board, therefore, has concluded
the going concern basis of preparation continues to be appropriate.

Like-for-like results

As stated in the Financial Review, the Directors believe that the
Like-for-like results and Like-for-like earnings per share (see Note 1 of the
financial statements) provide additional useful information on the underlying
performance of the business. The Like-for-like (LFL) results reflect the
underlying profitability of the business units, by excluding a number of items
that are not part of routine business income and expenses.

In addition, the LFL results may be used for internal performance management
and reward. The term 'Like-for-like' is not a defined term in IFRS. Note 1
reconciles Statutory results to LFL results and the segmental reporting (Note
3 of the financial statements) reflects LFL results, in accordance with IFRS
8.

The items that are excluded from LFL results are:

·      Separately disclosed items that are one-off in nature and are not
part of running the business.

·      Revaluation of associates on transition to assets held for sale.

·      Impairment of assets held for sale, right-of-use assets,
leasehold improvements, acquired intangibles and goodwill.

·      Gains or losses generated by disposals of subsidiaries.

·      Fair value adjustments to unlisted equity investments,
acquisition-related deferred consideration and put options.

·      Dividends paid to IFRS 2 put option holders. However, in
non-controlling interest, we deduct profit share attributable to IFRS 2 put
option holders.

·      Results of subsidiaries which management has or intends to exit
in the current and prior year, and those of newly acquired subsidiaries in the
current year.

·      Effects of foreign exchange movements on the underlying results,
by retranslating prior year figures using current year foreign exchange rates.

Consolidation

Where a consolidated company is less than 100% owned by the Group, the
treatment of the non-controlling interest share of the results and net assets
is dependent on how the non-controlling interests' equity is accounted for.
Where the equity is accounted for as a share-based payment award under IFRS 2,
all dividend outflow is taken to staff costs, and there is no non-controlling
interest. In all other cases, the non-controlling interest share of the
results and net assets is recognised at each reporting date in equity,
separately from the equity attributable to the shareholders of the Company.

Material accounting policies

Certain of the Group's accounting policies are considered by the Directors to
be material due to the level of complexity, judgement or estimation involved
in their application and their potential impact on the financial statements.
The critical accounting policies are listed below and explained in more detail
in the relevant notes to the financial statements.

Revenue recognition

The Group's revenue is earned from the provision of advertising and marketing
services, together with commission-based income in relation to media spend and
to talent performance. Revenue from contracts with customers is recognised as,
or when, the performance obligations present within the contractual agreements
are satisfied. Depending on the arrangement with the client, the Group may act
as principal or as agent in the provision of these services.

See Note 4 of the financial statements for a full description of the Group's
revenue accounting policies.

Significant accounting judgements and key sources of estimation uncertainty

In the course of preparing financial statements, management necessarily makes
judgements and estimates that can have a significant impact on the financial
statements. The estimates and judgements that are made are continually
evaluated, 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 financial statements within the next
financial year are outlined below:

Significant accounting judgements

Management has made the following judgements, which have the most significant
effect in terms of the amounts recognised, and their presentation, in the
financial statements.

Impairment - assessment of CGUs and assessment of indicators of impairment

Impairment reviews are undertaken annually, or more frequently if events or
changes in circumstances indicate a potential impairment. Assets with finite
lives are reviewed for indicators of impairment (an impairment "trigger") and
judgement is applied in determining whether such a trigger has occurred.
External and internal factors are monitored by management, including: a)
adverse changes in the economic or political situation of the geographic
locale in which the underlying entity operates; b) heightened risk of client
loss or chance of client gain; and c) internal reporting suggesting that an
entity's future economic performance is better or worse than previously
expected. Where management has concluded that such an indication of impairment
exists, then the recoverable amount of the asset is assessed.

The Group assesses whether an impairment is required by comparing the carrying
value of the cash-generating unit (CGU) assets (including the right-of-use
assets under IFRS 16) to their value-in-use. Discounted cash flow models,
based on the Group's latest budget and three-year financial plan, and a
long-term growth rate, are used to determine the recoverable amount for the
CGUs. The appropriate estimates and assumptions used require judgement and
there is significant estimation uncertainty.

The Group has recognised a total impairment charge of £1,916k in the year
(2024: £890k), of which nil relates to impairment of investment property
(2024: £361k reversal) and £206k relates to the impairment of right-of-use
assets (2024: £297k reversal). There was an impairment of £1,500k in the
year of goodwill (2024: £1,634k) and £210k in other intangible assets (2024:
nil). There was an impairment of nil of associate investments held in assets
held for sale (2024: £86k reversal).

Significant estimates and assumptions

Some areas of the Group's financial statements are subject to key assumptions
and other significant sources of estimation uncertainty at the reporting date
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year. The Group
has based its assumptions and estimates on parameters available when the
financial statements were prepared.

Deferred tax assets

The Group assesses the future availability of carried forward losses and other
tax attributes, by reference to jurisdiction-specific rules around carry
forward and utilisation, and whether it is probable that future taxable
profits will be available against which the attribute can be utilised. Changes
in such assessments would allow unrecognised deferred tax to be recognised and
vice versa.

 

Notes to the financial statements

1.            Like-for-like results, earnings per share and EBITDA

The analysis below provides a reconciliation between the Group's Statutory
results and the LFL results for the current year.

                                                              Statutory  Separately disclosed items  Acquiring and exiting agencies  Gain/loss on disposal of subsidiaries  Amortisation of acquired intangibles  Impairment of goodwill and intangibles  Impairment and revaluation of non-current assets  Revaluation of loans and investments  Dividends paid to IFRS 2 put holders*  Put option accounting  Like-for-like results
                                                              2025
(Note 2)

 Year ended 31 December 2025                                  £000       £000                        £000                            £000                                   £000                                  £000                                    £000                                              £000                                  £000                                   £000                   £000
 Revenue                                                      347,399    -                           (6,420)                         -                                      -                                     -                                       -                                                 -                                     -                                      -                      340,979
 Cost of sales                                                (137,428)  -                           1,159                           -                                      -                                     -                                       -                                                 -                                     -                                      -                      (136,269)
 Net revenue                                                  209,971    -                           (5,261)                         -                                      -                                     -                                       -                                                 -                                     -                                      -                      204,710
 Staff costs                                                  (152,196)  6,424                       3,080                           -                                      -                                     -                                       -                                                 -                                     83                                     (52)                   (142,661)
 Depreciation                                                 (6,247)    -                           59                              -                                      -                                     -                                       -                                                 -                                     -                                      -                      (6,188)
 Amortisation                                                 (714)      -                           -                               -                                      363                                   -                                       -                                                 -                                     -                                      -                      (351)
 Impairments                                                  (1,916)    -                           -                               -                                      -                                     1,710                                   206                                               -                                     -                                      -                      -
 Other operating charges                                      (34,202)   2,699                       937                             -                                      -                                     -                                       -                                                 -                                     -                                      -                      (30,566)
 Other gains/losses                                           (4,529)    -                           -                               -                                      -                                     -                                       3,292                                             1,237                                 -                                      -                      -
 Loss allowance                                               -          -                           -                               -                                      -                                     -                                       -                                                 -                                     -                                      -                      -
 Gain on disposal of subsidiaries                             (4)        -                           -                               4                                      -                                     -                                       -                                                 -                                     -                                      -                      -
 Operating profit                                              10,163    9,123                       (1,185)                         4                                      363                                   1,710                                   3,498                                             1,237                                 83                                     (52)                   24,944
 Share of results of associates                               -          -                           -                               -                                      -                                     -                                       -                                                 -                                     -                                      -                      -
 Other non-operating income                                   62         -                           (1)                             -                                      -                                     -                                       -                                                 -                                     -                                      -                      61
 Finance income                                               526        -                           (6)                             -                                      -                                     -                                       -                                                 -                                     -                                      -                      520
 Finance expense                                              (6,162)    -                           126                             -                                      -                                     -                                       -                                                 -                                     -                                      (64)                   (6,100)
 Profit before taxation                                       4,589      9,123                       (1,066)                         4                                      363                                   1,710                                   3,498                                             1,237                                 83                                     (116)                  19,425
 Taxation                                                     (6,598)    (1,128)                     380                             -                                      (108)                                 (317)                                   -                                                 -                                     -                                      -                      (7,771)
 (Loss)/Profit for the year                                   (2,009)    7,995                       (686)                           4                                      255                                   1,393                                   3,498                                             1,237                                 83                                     (116)                  11,654
 Non-controlling interests                                    225        -                           -                               -                                      -                                     -                                       -                                                 -                                     137                                    -                      362
 (Loss)/Profit attributable to equity holders of the Group**  (2,234)    7,995                       (686)                           4                                      255                                   1,393                                   3,498                                             1,237                                 (54)                                   (116)                  11,292

*      The non-controlling interest charge is moved to operating profit
due to underlying equity being defined as an IFRS 2 put option.

**    Like-for-like earnings are profit attributable to equity holders of
the Group after adding back the adjustments noted above.

 

 

 

 

 

 

 

The analysis below provides a reconciliation between the Group's Statutory
results and the LFL results for the prior year.

                                                       Statutory  Separately disclosed items  Exiting agencies  Gain/loss on disposal of subsidiaries  Amortisation of acquired intangibles  Impairment of assets held for sale  Impairment of goodwill  Impairment of non-current assets  FVTPL investments under IFRS 9***  Dividends paid to IFRS 2 put holders*  Put option accounting  Constant currency adjustment  Like-for-like results

2024
(Note 2)
 Year ended 31 December 2024                           £000       £000                        £000              £000                                   £000                                  £000                                £000                    £000                              £000                               £000                                   £000                   £000                          £000
 Revenue                                               395,418    -                           (6,175)           -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      (11,616)                      377,627
 Cost of sales                                         (164,008)  -                           2,627             -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      4,643                         (156,738)
 Net revenue                                           231,410    -                           (3,548)           -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      (6,973)                       220,889
 Staff costs                                           (163,791)  5,776                       2,121             -                                      -                                     -                                   -                       -                                 -                                  866                                    (712)                  4,788                         (150,952)
 Depreciation                                          (6,535)    -                           6                 -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      147                           (6,382)
 Amortisation                                          (600)      -                           -                 -                                      335                                   -                                   -                       -                                 -                                  -                                      -                      (317)                         (582)
 Impairments                                           (890)      -                           -                 -                                      -                                     (86)                                1,634                   (658)                             -                                  -                                      -                      -                             -
 Other operating charges                               (32,864)   1,472                       438               -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      1,823                         (29,131)
 Other losses                                          (3,813)    -                           -                 -                                      -                                     -                                   -                       -                                 3,813                              -                                      -                      -                             -
 Loss allowance                                        (192)      -                           201               -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      (116)                         (107)
 Gain on disposal of subsidiaries                      (230)      -                           -                 230                                    -                                     -                                   -                       -                                 -                                  -                                      -                      -                             -
 Operating profit                                      22,495     7,248                       (782)             230                                    335                                   (86)                                1,634                   (658)                             3,813                              866                                    (712)                  (648)                         33,735
 Share of results of associates                        -          -                           -                 -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      -                             -
 Other non-operating income                            60         -                           (15)              -                                      -                                     -                                   -                       -                                 -                                  -                                      -                      -                             45
 Finance income                                        878        -                           (6)               -                                      -                                     -                                   -                       -                                 (872)                              -                                      -                      -                             -
 Finance expense                                       (5,302)    -                           71                -                                      -                                     -                                   -                       -                                 872                                -                                      (294)                  117                           (4,536)
 Profit before taxation                                18,131     7,248                       (732)             230                                    335                                   (86)                                1,634                   (658)                             3,813                              866                                    (1,006)                (531)                         29,244
 Taxation                                              (6,394)    (1,824)                     52                -                                      (107)                                 -                                   -                       219                               -                                  -                                      -                      142                           (7,912)
 Profit for the year                                   11,737     5,424                       (680)             230                                    228                                   (86)                                1,634                   (439)                             3,813                              866                                    (1,006)                (389)                         21,332
 Non-controlling interests                             20         -                           -                 -                                      -                                     -                                   -                       -                                 -                                  685                                    -                      (50)                          655
 Profit attributable to equity holders of the Group**  11,717     5,424                       (680)             230                                    228                                   (86)                                1,634                   (439)                             3,813                              181                                    (1,006)                (339)                         20,677

*       The non-controlling interest charge is moved to operating profit
due to underlying equity being defined as an IFRS 2 put option.

**     Like-for-like earnings are profit attributable to equity holders of
the Group after adding back the adjustments noted above.

***   Included in this adjustment is £872k of Group interest in
Saatchinvest, which is treated as non-like-for-like given the nature of the
entity's activities and the sale of the subsidiary in 2025.

 

 

Earnings per share

Basic and diluted earnings per share are calculated by dividing the
appropriate earnings metrics by the weighted average number of ordinary shares
of the Company in issue during the year.

Diluted earnings per share is calculated by adjusting the weighted average
number of the Company's ordinary shares in issue on the assumption of
conversion of all potentially dilutive ordinary shares. Anti-dilutive
potential ordinary shares are excluded. The dilutive effect of unvested
outstanding options is calculated based on the number that would vest had the
balance sheet date been the vesting date. Where schemes have moved from equity
to cash payment and vice versa, the potential dilution is calculated as though
they had been in their year-end position for the whole year.

 

                                                                             Total    Like-for-like
 Year ended 31 December 2025                                                 2025     2025
 (Loss)/profit attributable to equity shareholders of the Group (£000)       (2,234)  11,292
 Basic earnings per share
 Weighted average number of shares (thousands)                               120,747  120,747
 Basic EPS                                                                   (1.85)p  9.35p
 Diluted earnings per share
 Weighted average number of shares (thousands) as above                      120,747  120,747
 Add
 -  LTIP                                                                     -        1,176
 -  Put options                                                              -        605
 Total                                                                       120,747  122,528
 Diluted EPS                                                                 (1.85)p  9.22p

 Excluding the put options (payable in cash)                                 -        (605)
 Weighted average number of shares (thousands) including dilutive shares     120,747  121,923
 Diluted EPS - excluding items the Group intends and is able to pay in cash  (1.85)p  9.26p

 

                                                                             Continuing operations  Discontinued operations  Total    Like-for-like
 Year ended 31 December 2024                                                 2024                   2024                     2024     2024
 Profit attributable to equity shareholders of the Group (£000)              11,717                 3,011                    14,728   20,677
 Basic earnings per share
 Weighted average number of shares (thousands)                               121,616                121,616                  121,616  121,616
 Basic EPS                                                                   9.63p                  2.48p                    12.11p   17.00p
 Diluted earnings per share
 Weighted average number of shares (thousands) as above                      121,616                121,616                  121,616  121,616
 Add
 -   LTIP                                                                    2,042                  2,042                    2,042    2,042
 -   Put options                                                             751                    751                      751      751
 Total                                                                       124,409                124,409                  124,409  124,409
 Diluted EPS                                                                 9.42p                  2.42p                    11.84p   16.62p

 Excluding the put options (payable in cash)                                 (751)                  (751)                    (751)    (751)
 Weighted average number of shares (thousands) including dilutive shares     123,658                123,658                  123,658  123,658
 Diluted EPS - excluding items the Group intends and is able to pay in cash  9.48p                  2.43p                    11.91p   16.72p

 

As 2025 basic EPS is negative, no adjustment has been made for LTIP and put
options in the dilutive EPS calculation, as these would be anti-dilutive, i.e.
would increase EPS had they been included.

Like-for-like earnings before interest, tax, depreciation and amortisation
(EBITDA)

                                                      2025    2024
                                                      £000    £000
 Profit before tax (LFL)                              19,425  29,244
 Add back:
 LFL depreciation & amortisation (incl. IFRS 16)      6,539   6,964
 LFL finance expense (incl. IFRS 16)                  6,100   4,536
 LFL finance income                                   (520)   -
 EBITDA                                               31,544  40,744

 

 

2.            Separately disclosed items

Policy

Separately disclosed items include one-off, non-recurring income or expenses.
These are shown separately and are excluded from LFL profit to provide a
better understanding of the underlying results of the Group.

 

Analysis

Separately disclosed items for the year ended 31 December 2025 comprise of the
following:

 2025                                         Staff costs  Operating  Taxation  After tax

                                              £000         costs      £000      total

                                                           £000                 £000
 Restructuring - ongoing businesses           4,039        29         (302)     3,766
 Restructuring - global efficiency programme  302          142        (113)     331
 Transformation project costs                 1,858        1,611      (713)     2,756
 Acquisition related and other costs          225          917        -         1,142
 Total separately disclosed items             6,424        2,699      (1,128)   7,995

 

The Group has been pursuing a strategy to simplify its operating structure and
improve efficiency across the Group. This programme continued into 2025:

·      Local businesses within the Group have continued to review their
own future, permanent operational structures, following market changes, which
has resulted in staff redundancy costs in the period across 12 ongoing
businesses across the Group. The restructuring costs are treated as separately
disclosed items only when a role has been permanently eliminated from the
business (there should be no intention for the role to be replaced in the next
12 months). There are £4,039k (2024: £3,403k) of redundancy costs included
within non-like-for-like restructuring for ongoing businesses, and £313k
(2024: £430k) of redundancy costs included within the like-for-like staff
costs.

·      The Group's global efficiency programme has continued to identify
and reduce specific central HQ roles, which will be replaced overseas to save
cost. The redundancy costs associated with this restructuring programme of
£302k (2024: £983k) have been treated as an exceptional non-like-for-like
cost, as these are one-off exit costs relating to compensation to employees
for periods not worked.

 

In the second half of 2022, the Group commenced a global efficiency programme.
The £1,858k staff costs of the project team dedicated to this transformation
project (2024: £723k) have been classified as separately disclosed items in
line with the treatment since 2022. The project team continued to manage the
project through to conclusion in December 2025. The operating cost in 2025
mainly relates to systems migration and implementation costs.

 

Other separately disclosed items relate to acquisition related management
bonus, legal and transaction related costs of acquisitions during the year and
certain other one-off legal fees.

 2024                                         Staff costs  Operating  Taxation  After tax

                                              £000         costs      £000      total

                                                           £000                 £000
 Restructuring - discontinued businesses      58           -          (17)      41
 Restructuring - ongoing businesses           3,403        62         (841)     2,624
 Restructuring - global efficiency programme  983          571        (295)     1,259
 CEO/Executive Chair compensation             (158)        -          40        (118)
 People costs - additional headcount          767          -          (192)     575
 Transformation project costs                 723          839        (519)     1,043
 Total separately disclosed items             5,776        1,472      (1,824)   5,424

 

 

 

 

 

2.            Separately disclosed items continued

Staff costs

·      Additional headcount costs of (£767k) related to Shared Service
Centre salaries where there was non-productive duplication of roles during the
transition. These costs were treated as separately disclosed items as they are
one-off costs relating to the period of overlap of local with newly created
central roles, in relation to those functions being moved to the Shared
Service Centre.

·      Chief Executive Officer compensation (credit of £158k) related
to the over accrual of three months of costs in 2023 relating to the gardening
leave of the former Chief Executive Officer, which was not worked.

 

Operating costs

The operating cost in 2024 mainly relates to recruitment costs for roles that
were moved to the Shared Service Centre and service charges and rates for the
vacant 30 Great Pulteney Street office in London.

 

3.            Segmental information

Like-for-like segmental income statement

Segmental results are reconciled to the income statement in Note 1 of the
financial statements. The Board reviews LFL results.

The Group's operating segments are aligned to those business units that are
evaluated regularly by the chief operating decision maker (CODM), namely the
Board, in making strategic decisions, assessing performance and allocating
resources.

Assets and liabilities are not regularly reported to the Board and so are not
presented here by operating segment.

The operating segments have historically comprised individual country
entities, the financial information of which is provided to the CODM and is
aggregated into specific geographic regions on an LFL basis, with each
geographic region considered a reportable segment. Each country included in a
region has similar economic and operating characteristics. The products and
services provided by entities in a geographic region are all related to
marketing communications services and generally offer complementary products
and services to their customers.

When considering segmental information by Specialism, as the Group continues
to move away from the traditional Advertising business, we present the
Non-Advertising Specialisms in aggregate to allow users to understand the
different financial performance of these Specialisms when compared to the
Advertising business. The Group chooses to aggregate the Non-Advertising
Specialisms in one segment as we consider that they have similar economic
characteristics, with similar products, services and production processes.

The Group's performance is also assessed under a structure of Specialisms, and
this is reported under two segments: Advertising and Non-Advertising
Specialisms, excluding Group central costs.

 

Segmental information by geography

                              UK       Americas  APAC    Middle East   Europe   Group central costs  LFL total
 Year ended 31 December 2025  £000     £000      £000    £000         £000      £000                 £000
 Net revenue                  102,916  41,920    36,211  11,631       12,032    -                    204,710
 Operating profit / (loss)    19,377   2,863     4,769   1,787        2,228     (6,080)              24,944
 Operating profit margin      19%      7%        13%     15%          19%       -                    12%
 Profit / (loss) before tax   18,855   2,775     3,774   1,673        2,171     (9,823)              19,425

 

 

 

 

3.            Segmental information continued

                              UK       Americas  APAC    Middle East  Europe  Group central costs  LFL total
 Year ended 31 December 2024  £000     £000      £000    £000         £000    £000                 £000
 Net revenue                  107,887  42,688    46,730  11,227       12,357  -                    220,889
 Operating profit / (loss)    27,367   6,016     8,406   2,179        2,201   (12,434)             33,735
 Operating profit margin      25%      14%       18%     19%          18%     -                    15%
 Profit / (loss) before tax   26,183   5,683     7,637   2,124        2,195   (14,578)             29,244

 

 

Segmental information by Specialism

                                              Advertising  Non- Advertising Specialisms  Group central costs  LFL total
 Year Ended 31 December 2025                  £000                                       £000                 £000
 Net revenue                                  68,552       136,158                       -                    204,710
 Operating profit / (loss)                    7,718        23,306                        (6,080)              24,944
 Operating profit margin                      11%          17%                           -                    12%
 Profit / (loss) before tax                   7,328        21,920                        (9,823)              19,425

 

                                              Advertising  Non- Advertising Specialisms  Group central costs  LFL total
 Year Ended 31 December 2024                  £000                                       £000                 £000
 Net revenue                                  75,173       145,716                       -                    220,889
 Operating profit / (loss)                    8,369        37,800                        (12,434)             33,735
 Operating profit margin                      11%          26%                           -                    15%
 Profit / (loss) before tax                   7,888        35,934                        (14,578)             29,244

 

Non-current assets other than excluded items:

                                                     2025    2024
 As at 31 December                                   £000    £000
 UK                                                  32,722  35,195
 APAC                                                8,881   11,891
 Americas                                            14,050  17,680
 Europe                                              4,136   4,239
 Middle East                                         3,209   1,523
 Total non-current assets other than excluded items  62,998  70,528

 Non-current assets excluded from analysis above:
 Deferred tax assets                                 2,214   4,840
 Other financial assets                              34      668
 Total non-current assets per balance sheet          65,246  76,036

 

Allocation of non-current assets by country is based on the location of the
business units. Items included comprise fixed assets, intangible assets, IFRS
16 assets and equity accounted investments.

 

4.            Revenue from contracts with customers

Billings comprises all gross amounts billed, or billable, to clients and is
stated exclusive of VAT and sales taxes. Billings is a non-GAAP measure and is
included as it influences the quantum of trade and other receivables
recognised at a given date. The difference between billings and revenue is
represented by costs incurred on behalf of clients for whom entities within
the Group operate as an agent and timing differences, where invoicing occurs
in advance or in arrears of the related revenue being recognised.

Net revenue is a non-GAAP measure and is reviewed by the CODM and other
stakeholders as a key metric of business performance.

Revenue recognition policies

Revenue is stated exclusive of VAT and sales taxes. Net revenue is exclusive
of third-party costs recharged to clients, where entities within the Group are
acting as principal.

 

Performance obligations

At the inception of a new contractual arrangement with a customer, the Group
identifies the performance obligations inherent in the agreement. Typically,
the terms of the contracts are such that the services to be rendered are
considered to be either integrated or to represent a series of services that
are substantially the same, with the same pattern of transfer to the customer.
Accordingly, this amalgam of services is accounted for as a single performance
obligation.

 

Where there are contracts with services that are distinct within the contract,
then they are accounted for as separate obligations. In these instances, the
consideration due to be earned from the contract is allocated to each of the
performance obligations, in proportion to their standalone selling price.

Further discussion of performance obligations arising in terms of the main
types of services provided by the Group, in addition to their typical pattern
of satisfaction, is provided below.

Measurement of revenue

Based on the terms of the contractual arrangements entered into with
customers, revenue is typically recognised over time. This is based on either
the fact that (i) the assets generated under the terms of the contracts have
no alternative use to the Group and there is an enforceable right to payment,
or (ii) the client exerts editorial oversight during the course of the
assignment such that they control the service as it is provided.

 

Principal vs agent

When a third-party supplier is involved in fulfilling the terms of a contract,
then, for each performance obligation identified, the Group assesses whether
the Group is acting as principal or agent. The primary indicator used in this
assessment is whether the Group is judged to control the specified services
prior to the transfer of those services to the customer. In this instance, it
is typically concluded that the Group is acting as principal.

 

When entities within the Group act as an agent, the revenue recorded is the
net amount retained. Costs incurred with external suppliers are excluded from
revenue. When the Group acts as principal the revenue recorded is the gross
amount billed, and when allowable by the terms of the contract, out-of-pocket
costs, such as travel, are also recognised as the gross amount billed with a
corresponding amount recorded as an expense.

 

Treatment of costs

Costs incurred in relation to the fulfilment of a contract are generally
expensed as incurred if revenue is recognised over time.

 

4.            Revenue from contracts with customers continued

 

Disaggregation of revenue

The Group monitors the composition of revenue earned on a geographic basis and
by Specialism.

                    LFL
                    2025   2024   2025 vs 2024
 Revenue            £m     £m     Movement
 Specialism
 Advertising        138.2  152.7  (9%)
 Issues             98.7   109.5  (10%)
 Passions & PR      53.0   57.5   (8%)
 Consulting         25.9   35.3   (27%)
 Media              25.2   22.6   12%
 Group              341.0  377.6  (10%)

 

              LFL
              2025   2024   2025 vs 2024
 Revenue      £m     £m     Movement
 Region
 UK           170.3  188.7  (9%)
 APAC         53.2   70.1   (24%)
 Americas     68.3   69.8   (2%)
 Middle East  23.2   24.6   (6%)
 Europe       26.0   24.4   7%
 Group        341.0  377.6  (10%)

 

Assets and liabilities related to contracts with customers

Contract assets and liabilities arise when there is a difference (generally
due to timing) in the amount of revenue that can be recognised and the amount
that can be invoiced under the terms of the contractual arrangement.

Where revenue earned from customers is recognised over time, many of the
Group's contractual arrangements have terms that permit the Group to remit
invoices for the amount of work performed to date on a specific contract
(described in the accounting policies as "right-to-invoice"). Where the terms
of a contractual arrangement do not carry such right to invoice, then a
contract asset is recognised over time, as work is performed until such point
that an invoice can be remitted.

Where revenue earned from customers is recognised at a point in time, then
this will be dependent on satisfaction of a specific performance obligation.
At such point, it is usual that there are no other conditions required to be
met for receipt of consideration and, as such, a trade receivable should be
recognised at the point the entity's right to consideration is unconditional,
which normally will be at the time the purchase order is satisfied (which may
not be the same as when an invoice is raised).

Contract liabilities arise where a customer has made payments relating to
services prior to their provision. Where payments are received in advance,
IFRS 15 requires assessment of whether these cash transfers contain any
financing component. Under the terms of the contractual arrangements entered
into by entities within the Group, there are no instances where such financing
elements arise. This is the case even for those arrangements where the Group
receives monies more than a year in advance by virtue of the terms of the
contractual agreement entered into.

The Group operates a standard 30-day credit terms policy. All contract
liabilities and contract assets brought forward from the previous year have
been realised in the current period.

Revenue recognition policies and performance obligation satisfaction by
category of services performed

Further details regarding revenue recognition and performance obligations of
the Group's main service offerings are summarised below.

 

 

 

 

 

4.            Revenue from contracts with customers continued

 

Provision of advertising and marketing services

The provision of advertising and marketing services to clients typically meets
the criteria identified above for revenue to be recognised over time. The
quantum of revenue to be recognised over the period of the assignments is
either based on the "right-to-invoice" expedient or accrues as the services
are provided, depending on the contractual terms. In measuring the progress of
services provided in an assignment, the Group uses an appropriate measure
depending on the circumstances, which may include inputs (e.g. internal labour
costs incurred) or outputs (such as media posts). Where projects are carried
out under contracts, the terms of which entitle an entity within the Group to
payment for its performance only when a discrete point is reached (such as an
event has occurred or a milestone has been reached), then revenue is
recognised at the time that payment entitlement occurs, i.e. at a point in
time.

The provision of advertising and marketing services can encompass provision of
a range of media deliverables in addition to development and deployment of a
media strategy. Often the range of services provided within these arrangements
is considered to be integrated to an extent that no separable performance
obligations can be identified other than a single over-arching combined
performance obligation relating to the delivery of the project. In these
instances, revenue is recognised over time as the performance obligation is
being satisfied depending on the circumstances, which may include inputs (such
as internal labour costs incurred) or outputs (such as media posts).

When services provided are considered separable, and not integrated, then
multiple performance obligations are recognised. In these scenarios the
conceptual preparation element and the deliverable are considered to form
separate performance obligations with the revenue and corresponding cost of
sales (typically third-party pass-through costs) assigned to the obligation to
which they relate.

In instances where revenue cannot be recognised over time, the element of the
transaction price assigned to each performance obligation (in proportion to
stand-alone selling prices) is recognised as revenue once an obligation has
been fully satisfied - for example an event has occurred or a milestone has
been reached.

Some entities within the Group enter into retainer fees that relate to
arrangements whereby the nature of the entity's contractual promise is to
agree to "stand-ready" to deliver services to the customer for a period of
time rather than to deliver the goods or services underlying that promise.
Revenue relating to retainer fees is recognised over the period of the
relevant assignments or arrangements, typically in line with the "stand-ready"
incurred costs.

Where fees are remunerated to the agency in excess of the services rendered,
then a contract liability is recognised. Conversely, where the services
rendered are in excess of the actual fees paid, then a contract asset is
recognised when there is a right to consideration.

Certain of these arrangements have contractual terms relating to the agency
meeting specific customer identified KPIs. As a result, the overall level of
consideration can increase or decrease as a result of performance against
these KPI metrics. To reflect this variability in the overall level of
consideration, the most likely outcome is estimated by management and is
reflected in the revenue recognised as the performance obligation(s) of the
contract are satisfied. When determining the likely outturn position, the
estimated consideration is such that it is highly probable there will not be
significant reversal of the revenue in the future. The estimated portion of
the variable element is recalculated at the earlier of the completion of the
contract or the next reporting period and revenue is adjusted accordingly.
These estimates are based on historical award experience, anticipated
performance and best judgement at the time.

 

 

 

 

 

 

 

 

4.            Revenue from contracts with customers continued

Commission-based income in relation to media spend

The Group arranges for third parties to provide the related goods and services
to its customers in the capacity of an agent. Revenue is recognised in
relation to the amount of commission the Group is entitled to. Often
additional integrated services are provided at the same time as part of the
development and deployment of an overarching media strategy. Due to the
integration of the services provided under the terms of the contract,
management judgement is applied to assess whether there is a single combined
performance obligation.

The performance obligation for media purchases is considered to have been
satisfied when the associated advertisement has been purchased. In the
majority of instances where the Group purchases media for clients, the Group
is acting as agent.

Commission based income in relation to talent performance

Revenue in relation to talent performance involves the Group acting as agent.
Typically, such arrangements have a single, or a sequence, of specific
performance obligations relating to the talent (or other third party)
providing services. The performance obligations are generally satisfied at a
point in time once the service has been provided, at which point, revenue is
recognised. The consideration for the services is normally for a fixed amount
(as a percentage of the talent's fee) with no degree of variability.

Recognition of supplier discounts and rebates as revenue from contracts with
customers

The Group receives discounts and rebates from certain suppliers for
transactions entered into on behalf of clients, which the clients have agreed
the Group can retain. When the contractual terms of the agreements entered
into are such that the Group acts as agent in these instances, then such
rebates are recognised as revenue from contracts with customers. By contrast,
when the contractual terms of the agreements are such that the Group is acting
as principal, then such rebates are recognised as a reduction in direct costs.
Certain of the Group's clients, however, have contractual terms such that the
pricing of their contracts is structured with the rebate being passed through
to them.

 

 1  (#_ftnref1) That decision and the final allocation of funds remain subject
to formal Board approval.

 2  (#_ftnref2) Based on retained clients who accounted for 94% of 2024
revenue.

 3  (#_ftnref3)   Passions includes the PR business (moved from Advertising)
as of 2024.

(( 4  (#_ftnref4) )) 83% of the decline can be attributed to Australia.

 5  (#_ftnref5) 62% of the decline can be attributed to Australia.

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