INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2026
22 September 2026
THE MISSION GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2026
Strategic delivery driving significant profit growth and positive outlook
Strong new business momentum in H2; on track to meet full-year headline operating profit and margin expectations
The MISSION Group plc (AIM: TMG) (“MISSION”), a collective of sector-leading Companies in Creative, Sports and MarTech, announces its results for the six months ended 30 June 2026 (“H1 2026” or “the Period”).
Chief Executive of MISSION, John Carey, commented:
"We made strong progress in the first half, with 43% growth in our headline profit before tax* driven by successful delivery against the strategy we set out earlier in the year. Having simplified and strengthened our operating model we are seeing the benefits of the deeper and more integrated expertise we can offer to Clients. This position of strength is supported by a reduced cost base which leaves us well placed to drive further margin and profit enhancement, strong cash generation and year on year debt reduction.
The second half has begun well, with strong new business conversion and a healthy pipeline looking into the remainder of the year. This trading momentum, combined with the continued progress against our strategic growth priorities, reinforces the Board’s confidence for the calendar year 2026 and beyond.”
FINANCIAL SUMMARY
Six months ended 30 June 2026, Total Operations
H1 2026
£m
H1 2025
£m
change
- REVENUE (OPERATING INCOME)*
33.0
34.1
-3%
- HEADLINE OPERATING EXPENDITURE*
30.4
31.9
-5%
- HEADLINE OPERATING PROFIT*
2.5
2.2
+15%
- HEADLINE PROFIT MARGINS
7.6%
6.4%
+1.2pts
- HEADLINE PROFIT BEFORE TAX*
1.6
1.1
+43%
- REPORTED PROFIT / (LOSS) BEFORE TAX
0.0
(4.0)
- HEADLINE EARNINGS PER SHARE*
1.2
0.9
+33%
- HEADLINE DILUTED EARNINGS PER SHARE*
1.2
0.9
+33%
- REPORTED DILUTED EARNINGS PER SHARE
(0.1)
(4.1)
- NET BANK DEBT
11.0
13.7
-19%
- TOTAL DEBT **
11.8
16.2
-27%
*Headline results are calculated before start-up costs, acquisition and disposal adjustments, goodwill and business impairment and restructuring costs.
** Total debt includes net bank debt and outstanding acquisitions obligations.
HIGHLIGHTS
Positive H1 performance, in line with Board expectations
- Significant recovery in headline profit reflects success of strategic actions completed during the period to simplify and strengthen the Group’s operating platform.
- All business segments performed well in H1, with Mongoose and Bray Leino both reporting profits and margins ahead of H1 2025.
- ThinkBDW partners with leading housebuilders across the UK and continues to deliver robust results in tough market conditions.
- Track record of strong Client retention maintained.
- New Client wins across all segments.
Delivering on our strategy to build a sustainable growth platform
- Simplification: completion of Group’s strategic review
- Integration of B2C and B2B advertising offerings, with Agencies Bray Leino and krow Group unified under the Bray Leino brand.
- Enlargement of global sports, entertainment and lifestyle agency Mongoose, with Bray Leino Events integrated under the Mongoose brand.
- Repositioning ThinkBDW as the customer journey specialist for UK housebuilders, delivering the complete, digitally led customer journey in-house and at national scale.
- Prioritisation: simpler operating structure enables us to leverage an integrated model
- Driving improved effectiveness, both through efficiency and contract commerciality
- Enhanced new business performance
- Evolving the Group’s offer and core capabilities to match Client needs.
- Investment: capitalising on the Group’s strengths, maintaining our technological edge with AI and expanding the Group offer, including geographically, with key growth locations identified in the US, particularly in Sports Marketing and Events.
Robust balance sheet, with net bank debt expected to reduce in H2
- Net bank debt of £11.0m on 30 June 2026 (£13.7m on 30 June 2025, and £9.0m on 31 December 2025).
- Increase from 31 December 2025 primarily due to the settlement of outstanding acquisition obligations (£0.6m) and the cash cost of the restructuring programme (£1.5m) delivered in H1 2026. This excludes acquisition obligations of which the final £0.8m is expected to be settled in Q3 2026.
- Net bank debt expected to reduce in H2 as the benefits of the annualised gross cost savings of £4m from the restructuring programme continue to come through.
Group Board further strengthened to support next growth chapter
- Highly experienced public markets executive Jon Kempster and AI leader Emma Wright appointed as Non-Executive Directors in February 2026 to complete Board refresh started in H2 2025.
- As separately announced today, Non-Executive Chair, David Morgan MBE will step down from the Board at the end of the year, with Group CEO John Carey becoming Executive Chair, supported by a strong senior leadership team comprising of the Agency CEOs alongside the newly refreshed Board.
Outlook
- Strong new business momentum in H2 with wins since period end including Bath Rugby, BNY Mellon, Dunelm, Hyosung, Las Vegas Convention & Visitor Centre, Renishaw and RSPCA Assured.
- High quality pipeline looking into remainder of H2.
- While market conditions remain uncertain, the Board remains confident in delivering profitable growth across all operating segments.
- In line with prior years, profitability is expected to be H2 weighted as a result of the dynamic created by modest increases in revenue in H2 compared to H1 and relatively fixed operating expenditure.
- As a result, the Board expects the Group to deliver against full year revenue expectations of £69.0m and to meet full-year headline operating profit of £8.0m and margin expectations of 12%.
ENQUIRIES:
John Carey, Chief Executive Officer
Giles Lee, Chief Financial Officer
The MISSION Group plc
Via Houston
Peter Tracey
Blackdown Partners Limited
(Joint Financial Adviser)
020 3807 8484
Matt Blawat / Jason Grossman / Orme Clarke
Stifel Nicolaus Europe Limited
(Corporate Broker, Nominated Adviser and Joint Financial Adviser)
0207 710 7688
Houston
Kate Hoare / Charlie Barker
(PR advisers)
E: mission@houston.co.uk
077 3303 2695 / 0204 529 0549
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (“UK MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
NOTES TO EDITORS
MISSION. Built Different.
MISSION sets its businesses free to be their brilliant best, while enabling and empowering them to join forces in smarter ways, because that brings bigger success to their Clients.
We don’t hold back. We launch forward.
800 people. 10 locations. 3 continents.
Find out more at www.themission.co.uk
Revised change of Accounting Reference Date
As announced today, the Board has decided to change the revised accounting reference date. Rather than the Group's financial year ending on 30 September annually as previously proposed, the Group’s financial year will now end on 30 June, beginning in 2027, with its reporting timetable as follows:
· publication of unaudited interim accounts for the six-month period to 31 December 2026, by no later than 31 March 2027;
· publication of audited annual financial statements for the 18-month transitional period to 30 June 2027, by no later than 31 December 2027; and
· publication of unaudited interim accounts for the six-month period to 31 December 2027, by no later than 31 March 2028.
· From then, annual and interim results will be published each year for the 12 months to 30 June and six months to 31 December, respectively.
By changing the accounting reference date, the Board intends to: achieve a more balanced first half and second half weighting; provide greater clarity on performance; and better demonstrate the Group’s turnaround.
OVERVIEW
2025 and the first quarter of 2026 were defined by strategic and operational change. The period since has begun to evidence the benefits of successful execution.
After completing the review of our strategy and operating structure at the start of the year we set out our plan to generate future sustainable growth and reinvestment with higher margins, profits and cash generation. This was centred around three key areas - Simplification, Prioritisation and Investment - with a focus on first simplifying our operating platform, drawing on the inherent strengths of our Client-centric culture while finding efficiencies in the way we maintain the continued delivery of outstanding work.
Having successfully completed the Simplification element of our strategy in the first half, we have already begun to see the impact on our performance as we continue to focus on execution. This can be seen in significantly improved headline profits and margins in the Period, and strong new business momentum into the second half.
Positive financial performance against a tough market backdrop
Total H1 2026 revenues of £33.0m (H1 2025: £34.1m) was a resilient result, inevitably impacted by the ongoing challenges in the trading backdrop. Global macro and political uncertainty continued to manifest in Client caution and reduced marketing spend.
Against this backdrop, we were pleased to significantly increase headline operating profit by 15% to £2.5m (H1 2025: £2.2m) compared to the comparative period. This was primarily driven by margin improvements in the Bray Leino Group agency and strong growth in Mongoose Group (Sports & Events), supported by an especially resilient performance in Think BDW (Property) as well as Speed (PR) and Solaris (Healthcare).
Headline profit before tax for the Period has benefitted from reduced interest charges compared to H1 2025, increasing by 43% to £1.6m (30 June 2025: £1.1m).
Robust Client retention track record and new Client wins continue
Client retention across the Group remained strong, with new Clients across all of the Group’s segments. During H1 these included Westminster Council, Puma, Amaala Yacht Club, PwC, the International Tennis Federation and Volleyball World.
Since the Period end the Group has seen strong new business momentum, with a string of new Client wins showing the positive impact of closer integration within the Group operating model. These included Bath Rugby, BNY Mellon, Dunelm, Hyosung, Las Vegas Convention & Visitor Centre, Renishaw and RSPCA Assured.
Strong progress against strategic growth priorities
As outlined above, the Group’s strategic priorities are focused on three core areas: Simplification, Prioritisation and Investment. Progress made against each is outlined below.
Simplification
Bray Leino: establishing an integrated advertising Agency powerhouse
During the Period, the Group successfully integrated its B2C and B2B advertising offerings - Bray Leino and krow Group - with a focus on establishing a powerful business delivering value through integration, efficiency, and innovation, led by CEO Kate Cox.
The move brings the Agencies' complementary capabilities into one business, giving Clients access to deeper expertise across the marketing mix and greater national and international reach. It will also create more opportunities for teams to work across a wider range of briefs and disciplines.
Mongoose: expanding global capabilities to support continued growth in Sports Marketing & events
Global sports, entertainment and lifestyle agency Mongoose and award-winning brand experience agency Bray Leino Events came together under the Mongoose name, headed up by CEO Chris O’Donoghue, to expand capabilities and elevate creative impact for Clients.
The move gives Clients access to deeper expertise and a unified global team who can deliver creative, world-class experiences across sport, entertainment, lifestyle and B2B.
The merger brings together Mongoose's expertise in sport, entertainment, partnerships and communications with Bray Leino Events' five decades of experience delivering high-profile live events, exhibitions and brand experiences. Together, the combined business creates a broader, more integrated proposition through a single operation - bringing greater scale, stronger creative experience and enhanced international delivery capabilities.
ThinkBDW: reshaping for the next phase of profitable growth
ThinkBDW is the customer journey specialist for UK housebuilders, delivering the complete, digitally led customer journey in-house and at national scale.
Steered by CEO Alan Day, the Company has maintained strong profitability despite challenging market conditions and is reshaping its cost and resource base around changing Client demand and AI-enabled efficiencies. It is also broadening its Client mix, targeting higher-value end-to-end opportunities, particularly bespoke design and build in London, while strengthening its digital-first positioning and developing proprietary software products to generate recurring licence revenue and deeper Client relationships.
Prioritisation
The Group’s successful simplification and strengthening of its operating structure has also helped support delivery against the Prioritisation element of its growth strategy. This has been focused on leveraging the Group’s more closely integrated model by driving improved effectiveness, efficiency and contract commerciality as well as enhancing new business performance.
Investment
Good initial progress has also been made against the Investment element of the Group’s growth strategy. This is focused on capitalising on the Group’s strengths, maintaining its technological edge with AI and expanding the Group’s offer beyond our current core activities. This includes geographically, with key growth locations identified in the USA, particularly in Sports Marketing and Events.
An established Mongoose presence is now being strengthened into a scalable USA growth platform. Mongoose already works with Clients and delivers activity in the USA. A strengthened operation will be up and running this quarter, adding dedicated leadership, a New York presence and a focused growth programme.
The Group’s AI Forward positioning is improving operational effectiveness and creating new Client value across our Agencies. Examples include leading practical adoption through AI-enabled property marketing assets, content and digital experiences in ThinkBDW, and our proprietary Pulse AI tool turning emerging data and technology into a distinctive, market-facing Client product within our PR Agency Speed. Group-wide, we are seeing efficiency gains growing across insight, content, creative, production, automation and Client service.
Looking ahead, we are moving from pockets of excellence to consistent adoption, stronger propositions and scalable commercial value. This includes focusing on:
- Market & growth: building the AI Forward narrative, publishing stronger proof points and activating AI-led Client opportunities, as well as a CGO-led programme to turn priority AI capabilities into market-ready propositions and Client opportunities.
- Specialist capability: investing in hands-on transformation support and shared AI and agentic engineering capability.
- Propositions & commercial model: strengthening each Agency’s AI offer, creating reusable IP, diversify revenue streams, and developing new pricing and revenue models.
- People & adoption: expanding AI apprenticeships, role-based learning and the Agency AI Champions network.
FINANCIAL PERFORMANCE
Billings and Revenue
Total turnover (“billings”) for H1 was £88.2m (H1 2025: £83.4m) while total operating income (“revenue”) of £33.0m compares to £34.1m for the period to 30 June 2025.
Profit, Margins and Earnings Per Share
The Group has continued to focus on simplification and margin improvement and in so doing has restructured and reengineered the business to be more efficient and focussed on revenue delivery. This firm, but future-focussed, cost control has enabled the Group to deliver a £1.5m reduction in operating expenditure for the period to 30 June 2026 compared to the 2025 equivalent. As a direct result of this the Group has delivered a headline operating profit from continuing operations that is significantly ahead of the prior year comparison.
Headline operating profits for H1 increased by 15% to £2.5m (30 June 2025: £2.2m). Headline operating margin from continuing operations increased to 7.6% (H1 2025 equivalent: 6.5%).
The Segmental Analysis (Note 2 below) for total operations is summarised in the following table.
H1 2026 £m
Bray Leino Agency
Speed
PR
Solaris Healthcare
ThinkBDW Property
Mongoose Sport & Events
Central
Total Continuing
Revenue
15.0
1.4
1.2
7.3
8.0
0.0
33.0
Opex
14.3
1.2
1.2
6.3
7.0
0.5
30.5
Headline op profit
0.7
0.1
0.0
1.0
1.0
-0.5
2.5
margin %
4.9%
10.6%
3.7%
14.0%
12.5%
7.6%
H1 2025 £m
Bray Leino Agency
Speed
PR
Solaris Healthcare
ThinkBDW Property
Mongoose Sport & Events
Central
Total Continuing
Revenue
15.7
1.4
1.3
7.7
7.6
0.0
33.7
Opex
15.1
1.3
1.5
6.5
6.7
0.3
31.5
Headline op profit
0.6
0.1
-0.2
1.1
0.9
-0.3
2.2
margin %
3.6%
7.8%
-11.1%
14.8%
11.4%
6.5%
Change £m
Bray Leino Agency
Speed
PR
Solaris Healthcare
ThinkBDW Property
Mongoose Sport & Events
Central
Total Continuing
Revenue
-0.7
0.0
-0.1
-0.3
0.4
0.0
-0.8
Opex
-0.9
-0.1
-0.3
-0.2
0.3
0.1
-1.1
Headline op profit
0.2
0.0
0.2
-0.1
0.1
-0.1
0.3
margin %
1.4%
2.8%
14.8%
-0.8%
1.0%
1.1%
FY 2025 £m
Bray Leino Agency
Speed
PR
Solaris Healthcare
ThinkBDW Property
Mongoose Sport & Events
Central
Total Continuing
Revenue
30.2
2.9
3.1
16.1
16.2
0.0
68.5
Opex
29.6
2.5
2.7
13.6
13.5
1.5
63.4
Headline op profit
0.6
0.4
0.4
2.5
2.8
-1.5
5.1
margin %
1.9%
15.1%
11.8%
15.4%
16.9%
7.4%
All operating segments performed well in H1, with Mongoose, Bray Leino, Speed and Solaris all reporting profits and margins ahead of H1 2025. The potential of the Mongoose business is demonstrated by profitable revenue growth. Operating income (revenue) in Bray Leino reduced by £0.7m in an undoubtedly tough marketplace, however the work on simplification and effectiveness means that profit improved year-on-year by £0.2m. Similar dynamics are noted in Speed and Solaris, both of which responded to somewhat reduced revenues with reduced operating expenditure and consequently improved operating profits and margins. Whilst operating income and profit were lower year on year in ThinkBDW, this was the result of specific Client spend timing. The underlying business performance remains resilient in an especially difficult marketplace.
Financing costs reduced to £0.9m (H1 2025: £1.1m). Headline profit before tax increased by 43% to £1.6m (30 June 2025: £1.1m), as a result of the reduced financing costs and resilient operating profit.
H1 Adjustments:
Adjustments to operating profit of £1.6m comprise primarily of the costs of the simplification and restructure programme (£1.5m). The majority of these costs relate to headcount reduction. The remaining £0.1m relates to general acquisition and disposal adjustments.
The Group estimates an effective tax rate on headline profits before tax of 27.5% (H1 2025: 25%), resulting in a strong increase in headline earnings after tax to £1.1m for the six months (H1 2025: £0.8m) and reported loss after tax on all operations of £0.1m (H1 2025: loss of £3.7m).
Headline diluted EPS from continuing operations increased to 1.2 pence (H1 2025: 0.9 pence). Fully diluted EPS from all operations improved to a loss of 0.1 pence (H1 2025: loss of 4.1 pence).
Balance Sheet and Cash Flow
The key balance sheet ratio measured and monitored by the Board is the ratio of net bank debt to headline EBITDA (“leverage ratio”). The Group closed the half year at 2.9x (30 June 2025: 2.8x, 31 December 2025: 2.8x) based on the trailing 12 month headline EBITDA.
The Board also monitors the ratio of total debt, including outstanding acquisition obligations, to headline EBITDA and this ratio has decreased year on year, to 3.0x (30 June 2025: 3.1x, 31 December 2025: 3.0x).
The Group spent £nil on acquisitions during the period (2025 £nil) and a total of £0.6m of acquisition obligations from prior years were settled in the first half of the year all of which were in cash (30 June 2025: £2.2m all of which were cash). After adjustments to estimated future contingent consideration payments the total estimated acquisition liability at 30 June 2026 totalled £0.8m (30 June 2025: £2.5m). All of this is due for payment in the second half of 2026.
Capital expenditures continue to be strictly controlled with spend of £0.4m (H1 2025 £0.3m).
Trade and other receivables from continuing operations increased by £11.2m across the first six months of 2026 compared to an increase of £9.8m in the equivalent period in 2025. Payables have also increased and by a similar amount, £10.3m (H1 2025: £9.5m). The net result is an increase in net working capital from continuing operations of £0.6m compared to H1 2025.
Net bank debt was £11.0m on 30 June 2026. This compares to £13.7m on 30 June 2025, and £9.0m on 31 December 2025. The increase from 31 December 2025 is primarily a result of the settlement of outstanding acquisition obligations of £0.6m in H1 and the cash cost of the restructuring programme noted (£1.5m).
Total debt (being net bank debt plus outstanding acquisition obligations) closed at £11.8m (30 June 2025: £16.2m and 31 December 2025: £10.4m). This excludes lease liabilities of £13.9m (30 June 2025: £16.0m and 31 December 2025: £15.0m).
Dividends
The Board made the decision to suspend dividend payments in 2023 to restore balance sheet strength (2025: 0 pence per share). The Board recognises the importance of dividends as part of total shareholder return and having successfully executed the restructuring and with an exciting growth strategy, the Board will reconsider its dividend policy. An update will be provided at the time of our Full Year Results for the 2026 financial year which are expected to be announced during October 2027.
REVISED CHANGE OF REPORTING PERIOD
Earlier in the year, the Group announced that the Board had decided to change the accounting reference date to achieve a more balanced first half and second half weighting. At the time, the Group announced that this date would move from 31 December 2026 to 30 September 2026. However, upon further review, the Board has decided to move the date to 30 June 2027 to provide greater clarity on performance and better demonstrate the Group’s turnaround.
MAKING A POSITIVE IMPACT
Over the course of the period, we have made further progress against our Environmental, Social and Governance (ESG) commitments, outlined in our manifesto ‘Making Positive Change’.
ESG, for MISSION, is not a response to a moment but a durable commitment to good business. We have not wavered in our goals to make the Group a business that our People are proud to work for, our Clients trust to deliver on their values, and our Investors can back with confidence in its long-term direction.
Environmental
MISSION's environmental progress reflects sustained, evidence-based action rather than one-off gains. Group emissions have fallen 40% against our 2019 baseline, with a 14% year-on-year reduction from 2024 to 2025. We have demonstrated tangible momentum against our science-based target of a 44% cut by 2029 and Net-Zero by 2050. Progress is underpinned by real operational change: 61% lower Scope 2 emissions since baseline through grid decarbonisation and office consolidation, and Scope 3 reductions driven by lower-carbon travel choices and improved data accuracy. Our Carbon Transition Plan, aligned to TCFD and the emerging ISSB standards, sets out the roadmap ahead, while ISO 14001 certifications and EcoVadis ratings across our Agencies provide external validation.
Social
Our social performance this year reflects a Group genuinely putting people at the centre of how it operates. We have strengthened the everyday infrastructure of wellbeing across our Companies with Mental Health First Aiders, flexible working, and growing neurodiversity awareness. Further, we have deepened our commitment to inclusion through targeted campaigns to improve diversity data participation, recognising that better data means better support for our People. Our Companies' Client work has translated this purpose outward with real impact: Story's interactive tool for the Home Office's ‘Enough’ campaign drove over 10,000 engagements on the genuinely difficult subject of violence against women and girls, while Livity's TikTok campaign for Media Smart reached more than 70 million views on teen online safety.
Governance
In a year of political shifts, economic pressure and fractured trust, we have chosen measurable progress over rhetoric by reducing our environmental footprint with real, verified action, and strengthening the social fabric of our Group with the same rigour and honesty. Governance underpins both, giving our People, Clients and Investors’ confidence that we are directing the Group with transparency and accountability.
OUTLOOK
MISSION Group’s profitability is, as in prior years, expected to be H2 weighted as a result of the dynamic created by modest increases in revenue in H2 compared to H1 and relatively fixed operating expenditure.
The robust and high-quality new business pipeline for H2, particularly in our Mongoose Sports & Events business, provides encouraging momentum and underpins the Board’s confidence in the FY26 outlook, albeit we remain mindful of the broader macro-economic uncertainty and a challenging trading environment.
Looking ahead, the Group remains on track to deliver full year revenue targets and to meet full-year headline operating profit and margin expectations.
Condensed Consolidated Income Statement for the six months ended 30 June 2026
Six months to
Continuing operations
Six months to
Discontinued operations**
Six months to
Total
Six months to
Continuing operations Year ended
Discontinued operations**
Year ended
Total
Year ended
30 June
2026*
30 June
2025
30 June
2025
30 June
2025
31 December 2025
31 December 2025
31 December 2025
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
Note
£'000
£'000
£'000
£'000
£'000
£'000
£'000
TURNOVER
2
88,174
82,830
529
83,359
161,578
529
162,107
Cost of sales
(55,217)
(49,106)
(171)
(49,277)
(93,099)
(171)
(93,270)
OPERATING INCOME
2
32,957
33,724
358
34,082
68,479
358
68,837
Headline operating expenses
(30,447)
(31,547)
(359)
(31,906)
(63,412)
(359)
(63,771)
HEADLINE OPERATING PROFIT / (LOSS)
2,510
2,177
(1)
2,176
5,067
(1)
5,066
Goodwill, intangible and right of use assets impairment
3
-
-
-
-
(15,728)
-
(15,728)
Loss on sale of subsidiaries
-
-
(959)
(959)
-
(959)
(959)
Start-up costs
3
-
(216)
-
(216)
(348)
-
(348)
Acquisition and disposal adjustments
4
(128)
(248)
(1,950)
(2,198)
(549)
(1,820)
(2,369)
Restructuring costs
3
(1,471)
(1,736)
-
(1,736)
(1,918)
-
(1,918)
OPERATING PROFIT / (LOSS)
911
(23)
(2,910)
(2,933)
(13,476)
(2,780)
(16,256)
Share of results of associates and joint ventures (including impairment)
-
40
-
40
(375)
-
(375)
PROFIT / (LOSS) BEFORE INTEREST AND TAXATION
911
17
(2,910)
(2,893)
(13,851)
(2,780)
(16,631)
Net finance costs
5
(937)
(1,117)
-
(1,117)
(2,124)
-
(2,124)
(LOSS) / PROFIT BEFORE TAXATION
(26)
(1,100)
(2,910)
(4,010)
(15,975)
(2,780)
(18,755)
Taxation
6
(30)
268
18
286
(428)
18
(410)
(LOSS) / PROFIT FOR THE PERIOD
(56)
(832)
(2,892)
(3,724)
(16,403)
(2,762)
(19,165)
Attributable to:
Equity holders of the parent
(134)
(867)
(2,889)
(3,756)
(16,523)
(2,759)
(19,282)
Non-controlling interests
78
35
(3)
32
120
(3)
117
(56)
(832)
(2,892)
(3,724)
(16,403)
(2,762)
(19,165)
Basic earnings per share (pence)
7
(0.1)
(1.0)
(3.2)
(4.1)
(18.2)
(3.0)
(21.3)
Diluted earnings per share (pence)
7
(0.1)
(1.0)
(3.2)
(4.1)
(18.2)
(3.0)
(21.3)
Headline basic earnings per share (pence)
7
1.2
0.9
0.0
0.9
2.0
0.0
2.0
Headline diluted earnings per share (pence)
7
1.2
0.9
0.0
0.9
2.0
0.0
2.0
*All results for 2026 relate to continuing operations.
** Discontinued operations in 2025 consist of the results of Splash, sold on 31 March 2025 and adjustments to contingent consideration relating to the disposal of April Six in the prior year.
Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 June 2026
Six months to
Continuing operations
Six months to
Discontinued operations
Six months to
Total
Six months to
Continuing operations Year ended
Discontinued operations
Year ended
Total
Year ended
30 June
2026
30 June
2025
30 June
2025
30 June
2025
31 December 2025
31 December 2025
31 December 2025
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
£'000
£'000
£'000
£'000
£'000
£'000
£'000
LOSS FOR THE PERIOD
(56)
(832)
(2,892)
(3,724)
(16,403)
(2,762)
(19,165)
Other comprehensive income – items that may be reclassified separately to profit or loss:
Exchange differences on translation of foreign operations
1
20
3
23
(29)
3
(26)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD
(55)
(812)
(2,889)
(3,701)
(16,432)
(2,759)
(19,191)
Attributable to:
Equity holders of the parent
(133)
(847)
(2,887)
(3,734)
(16,552)
(2,757)
(19,309)
Non-controlling interests
78
35
(2)
33
120
(2)
118
(55)
(812)
(2,889)
(3,701)
(16,432)
(2,759)
(19,191)
Condensed Consolidated Balance Sheet as at 30 June 2026
As at
As at
As at
30 June 2026
30 June 2025
31 December 2025
Unaudited
Unaudited
Audited
Note
£’000
£’000
£’000
FIXED ASSETS
Intangible assets
8
64,608
78,731
64,627
Property, plant and equipment
1,983
2,408
2,280
Right of use assets
9
11,511
14,061
12,520
Investments, associates and joint ventures
335
695
335
78,437
95,895
79,762
CURRENT ASSETS
Stock
2,268
2,487
1,959
Trade and other receivables
56,416
51,814
45,186
Cash and short term deposits
3,864
1,193
5,923
62,548
55,494
53,068
CURRENT LIABILITIES
Trade and other payables
(53,947)
(45,140)
(43,871)
Corporation tax payable
(209)
(298)
(446)
Bank loans
10
-
-
-
Acquisition obligations
11
(782)
(2,495)
(1,418)
(54,938)
(47,933)
(45,735)
NET CURRENT ASSETS
7,610
7,561
7,333
TOTAL ASSETS LESS CURRENT LIABILITIES
86,047
103,456
87,095
NON CURRENT LIABILITIES
Bank loans
10
(14,913)
(14,863)
(14,893)
Lease liabilities
9
(11,802)
(13,614)
(12,722)
Deferred tax liabilities
(361)
(344)
(370)
(27,076)
(28,821)
(27,985)
NET ASSETS
58,971
74,635
59,110
CAPITAL AND RESERVES
Called up share capital
9,224
9,224
9,224
Share premium account
46,081
46,081
46,081
Own shares
(579)
(579)
(579)
Share-based incentive reserve
1,107
1,107
1,107
Foreign currency translation reserve
(32)
16
(33)
Retained earnings
3,091
18,751
3,225
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
58,892
74,600
59,025
Non-controlling interests
79
35
85
TOTAL EQUITY
58,971
74,635
59,110
Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2026
Six months to 30 June 2026
Continuing operations
Six months to 30 June 2025
Discontinued operations
Six months to 30 June 2025
Total
Six months to 30 June 2025
Continuing operations
Year ended 31 December 2025
Discontinued operations
Year ended 31 December 2025
Total
Year ended 31 December 2025
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Operating profit / (loss)
911
(23)
(2,910)
(2,933)
(13,476)
(2,780)
(16,256)
Depreciation, amortisation and impairment charges
1,761
1,967
2
1,969
19,696
2
19,698
(Decrease) / increase in the fair value of contingent consideration on acquisitions
(21)
7
-
7
7
-
7
Decrease in the fair value of contingent consideration on disposals of subsidiaries
-
-
1,882
1,882
-
1,752
1,752
Loss on disposal of subsidiaries
-
-
959
959
-
959
959
(Profit) / loss on disposal of property, plant and equipment and software and intellectual property
(1)
1
-
1
15
-
15
Increase in receivables
(11,230)
(9,759)
(108)
(9,867)
(3,304)
(108)
(3,412)
(Increase) / decrease in stock
(309)
(93)
-
(93)
435
-
435
Increase in payables
10,274
9,546
68
9,614
8,385
136
8,521
OPERATING CASH FLOWS
1,385
1,646
(107)
1,539
11,758
(39)
11,719
Net finance costs paid
(917)
(1,134)
-
(1,134)
(2,112)
-
(2,112)
Tax paid
(276)
(294)
(4)
(298)
(816)
(4)
(820)
Net cash inflow / (outflow) from operating activities
192
218
(111)
107
8,830
(43)
8,787
INVESTING ACTIVITIES
Proceeds on disposal of property, plant and equipment
-
54
-
54
157
-
157
Purchase of property, plant and equipment
(72)
(217)
(1)
(218)
(644)
(1)
(645)
Investment in software and product development
(253)
(75)
-
(75)
(1,465)
-
(1,465)
Payment relating to acquisitions made in prior years
(615)
(2,171)
-
(2,171)
(3,248)
-
(3,248)
Proceeds on disposal of subsidiaries
-
-
113
113
-
361
361
Cash of subsidiaries disposed of
-
-
(367)
(367)
-
(367)
(367)
Costs of disposal of subsidiaries
-
-
-
-
-
(68)
(68)
Net cash outflow from investing activities
(940)
(2,409)
(255)
(2,664)
(5,200)
(75)
(5,275)
FINANCING ACTIVITIES
Dividends paid to non-controlling interests
(84)
(86)
(30)
(116)
(121)
(30)
(151)
Payment of lease liabilities
(1,228)
(1,139)
-
(1,139)
(2,394)
-
(2,394)
Repayment of bank loans
-
(5,015)
-
(5,015)
(5,015)
-
(5,015)
Purchase of own shares
-
(388)
-
(388)
(388)
-
(388)
Net cash outflow from financing activities
(1,312)
(6,628)
(30)
(6,658)
(7,918)
(30)
(7,948)
Decrease in cash and cash equivalents
(2,060)
(8,819)
(396)
(9,215)
(4,288)
(148)
(4,436)
Exchange differences on translation of foreign subsidiaries
1
23
(26)
Cash and cash equivalents at beginning of period
5,923
10,385
10,385
Cash and cash equivalents at end of period
3,864
1,193
5,923
Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2026
Share
capital
£’000
Share premium
£’000
Own shares
£’000
Share-based incentive reserve
£’000
Foreign currency translation reserve
£’000
Retained earnings
£’000
Total attributable to equity holders of parent
£’000
Non-controlling interest
£’000
Total equity
£’000
At 1 January 2025
9,224
46,081
(191)
1,107
64
22,507
78,792
161
78,953
(Loss) / profit for period
-
-
-
-
-
(3,756)
(3,756)
32
(3,724)
Exchange differences on translation of foreign operations
-
-
-
-
22
-
22
1
23
Total comprehensive income / (loss) for period
-
-
-
-
22
(3,756)
(3,734)
33
(3,701)
Realisation on disposal of subsidiary
-
-
-
-
(70)
-
(70)
-
(70)
Release of non-controlling interest on disposal of subsidiary
-
-
-
-
-
-
-
(43)
(43)
Share buyback
-
-
(388)
-
-
-
(388)
-
(388)
Dividend paid
-
-
-
-
-
-
-
(116)
(116)
At 30 June 2025
9,224
46,081
(579)
1,107
16
18,751
74,600
35
74,635
(Loss) / profit for period
-
-
-
-
-
(15,526)
(15,526)
85
(15,441)
Exchange differences on translation of foreign operations
-
-
-
-
(49)
-
(49)
-
(49)
Total comprehensive (loss) / income for period
-
-
-
-
(49)
(15,526)
(15,575)
85
(15,490)
Dividend paid
-
-
-
-
-
-
-
(35)
(35)
At 31 December 2025
9,224
46,081
(579)
1,107
(33)
3,225
59,025
85
59,110
(Loss) / profit for period
-
-
-
-
-
(134)
(134)
78
(56)
Exchange differences on translation of foreign operations
-
-
-
-
1
-
1
-
1
Total comprehensive income / (loss) for period
-
-
-
-
1
(134)
(133)
78
(55)
Dividend paid
-
-
-
-
-
-
-
(84)
(84)
At 30 June 2026
9,224
46,081
(579)
1,107
(32)
3,091
58,892
79
58,971
Notes to the unaudited Interim Report for the six months ended 30 June 2026
Basis of preparation
The condensed consolidated interim financial statements for the six months ended 30 June 2026 have been prepared in accordance with the IAS 34 “Interim Financial Reporting” and the Group’s accounting policies.
The Group’s accounting policies are in accordance with International Financial Reporting Standards as adopted by the United Kingdom and are set out in the Group’s Annual Report and Accounts 2025 on pages 80-84. These are consistent with the accounting policies which the Group expects to adopt in its 2026 Annual Report. The Group has not early-adopted any Standard, Interpretation or Amendment that has been issued but is not yet effective.
The information relating to the six months ended 30 June 2026 and 30 June 2025 is unaudited and does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The comparative figures for the year ended 31 December 2025 have been extracted from the Group’s Annual Report and Accounts 2025, on which the auditors gave an unqualified opinion and did not include a statement under section 498 (2) or (3) of the Companies Act 2006. The Group Annual Report and Accounts for the year ended 31 December 2025 have been filed with the Registrar of Companies.
Going concern
The Directors have considered the financial projections of the Group, including cash flow forecasts, the availability of committed bank facilities (see note 10) and the headroom against covenant tests for the coming 12 months. The Directors have also considered and understood the mitigating actions that would be required in the event of reduced revenue profiles and any consequential difficulties with covenant compliance. Such potential mitigating actions would include early dialogue with the bank over breaches in covenant compliance, a review of headcount, particularly in the areas impacted by any downturn, and disposal of non-core or high value agency assets. The bank has supported the Group when deleveraging events have been required historically (April Six in 2024) as a result of covenant and facility breaches, and they remain supportive. This leads the Directors to become satisfied that the Group has adequate resources for the foreseeable future and that it is appropriate to continue to adopt the going concern basis in preparing these interim financial statements.
Accounting estimates and judgements
The Group makes estimates and judgements concerning the future and the resulting estimates may, by definition, vary from the actual results. The Directors considered the critical accounting estimates and judgements used in the interim financial statements and concluded that the main areas of judgement are:
- Carrying value of goodwill;
- Contingent payments in respect of acquisitions and disposals;
- Revenue recognition policies in respect of contracts which straddle the period end; and
- Revenue recognised in respect of incomplete contracts involving commission or success fee arrangements.
- Segmental Information
Business segmentation
For management purposes the Board monitors the performance of its individual agencies and groups them into service segments based on the sectors in which they operate. Each reportable segment therefore includes a number of agencies with similar characteristics.
The Board assesses the performance of each segment by looking at turnover, operating income and headline operating profit. The headline operating profit shown below is after the reallocation to the agencies of certain head office costs relating to the Shared Services function. These costs include a significant portion of the total operating costs which are now centrally managed.
The Board does not review the assets and liabilities of the Group on a segmental basis. A segmental breakdown of assets and liabilities is therefore not disclosed.
Bray Leino
Agency
Speed
PR
Solaris
Healthcare
ThinkBDW
Property
Mongoose
Sports & Events
Central
Total
Six months to 30 June 2026
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Turnover
34,728
1,456
1,397
17,328
33,265
-
88,174
Operating income
15,012
1,390
1,222
7,347
7,986
-
32,957
Headline operating profit / (loss)
742
148
45
1,031
996
(452)
2,510
Bray Leino
Agency
Speed
PR
Solaris
Healthcare
ThinkBDW
Property
Mongoose
Sports & Events
Central
Total
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
Six months to 30 June 2025
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Turnover
Continuing operations
30,858
2,160
1,662
17,462
30,688
-
82,830
Discontinued operations
529
-
-
-
-
-
529
Total Group
31,387
2,160
1,662
17,462
30,688
-
83,359
Operating income
Continuing operations
15,683
1,410
1,349
7,678
7,604
-
33,724
Discontinued operations
358
-
-
-
-
-
358
Total Group
16,041
1,410
1,349
7,678
7,604
-
34,082
Headline operating profit / (loss)
Continuing operations
560
110
(150)
1,135
870
(348)
2,177
Discontinued operations
(1)
-
-
-
-
-
(1)
Total Group
559
110
(150)
1,135
870
(348)
2,176
Bray Leino
Agency
Speed
PR
Solaris
Healthcare
ThinkBDW
Property
Mongoose
Sports & Events
Central
Total
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
Year to 31 December 2025
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Turnover
Continuing operations
59,185
3,301
3,520
35,207
60,365
-
161,578
Discontinued operations
529
-
-
-
-
-
529
Total Group
59,714
3,301
3,520
35,207
60,365
-
162,107
Operating income
Continuing operations
30,197
2,901
3,056
16,090
16,235
-
68,479
Discontinued operations
358
-
-
-
-
-
358
Total Group
30,555
2,901
3,056
16,090
16,235
-
68,837
Headline operating profit / (loss)
Continuing operations
559
438
360
2,485
2,751
(1,526)
5,067
Discontinued operations
(1)
-
-
-
-
-
(1)
Total Group
558
438
360
2,485
2,751
(1,526)
5,066
* In 2025 and 2026, following the simplification and reorganisation of the Group into key pillars that reflect the industries in which they operate, the management structure of the agencies in the Group has changed, as has the grouping of the agencies applied by the Board when monitoring performance. 2025 results have been restated to reflect the new structure so that the figures are comparable.
Geographical segmentation
The following table provides an analysis of the Group’s operating income by region of activity:
Six months to
Six months to
Year ended
30 June
2026
30 June
2025
31 December
2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
UK
32,533
33,258
67,610
Asia
424
824
1,227
32,957
34,082
68,837
- Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from the reported figures, provide a better understanding of the underlying trading of the Group.
Six months to
30 June
2026
Unaudited
£’000
Six months to
30 June
2025
Unaudited
£’000
Year ended
31 December
2025
Audited
£’000
PBT
PAT
PBT
PAT
PBT
PAT
£’000
£’000
£’000
£’000
£’000
£’000
From continuing operations
Headline profit
1,573
1,140
1,100
824
2,980
1,944
Restructuring costs
(1,471)
(1,103)
(1,736)
(1,302)
(1,918)
(1,438)
Acquisition and disposal related items (Note 4)
(128)
(93)
(248)
(192)
(549)
(421)
Goodwill, intangible and right of use assets impairment
-
-
-
-
(15,728)
(15,728)
Start-up costs
-
-
(216)
(162)
(348)
(348)
Impairment of Destination CMS
-
-
-
-
(357)
(357)
Other Destination CMS related assets impaired
-
-
-
-
(55)
(55)
Reported loss
(26)
(56)
(1,100)
(832)
(15,975)
(16,403)
From discontinued operations
Headline loss
-
-
(1)
-
(1)
-
Restructuring costs
-
-
-
-
-
-
Acquisition and disposal related items (Note 4)
-
-
(1,950)
(1,933)
(1,820)
(1,803)
Loss on sale of subsidiary
-
-
(959)
(959)
(959)
(959)
Reported loss
-
-
(2,910)
(2,892)
(2,780)
(2,762)
From continuing and discontinued operations
Headline profit
1,573
1,140
1,099
824
2,979
1,944
Restructuring costs
(1,471)
(1,103)
(1,736)
(1,302)
(1,918)
(1,438)
Acquisition and disposal related items (Note 4)
(128)
(93)
(2,198)
(2,125)
(2,369)
(2,224)
Goodwill, intangible and right of use assets impairment
-
-
-
-
(15,728)
(15,728)
Start-up costs
-
-
(216)
(162)
(348)
(348)
Loss on sale of subsidiary
-
-
(959)
(959)
(959)
(959)
Impairment of Destination CMS
-
-
-
-
(357)
(357)
Other Destination CMS related assets impaired
-
-
-
-
(55)
(55)
Reported loss
(26)
(56)
(4,010)
(3,724)
(18,755)
(19,165)
Restructuring costs in both 2025 and 2026 consisted largely of redundancy, PILON and TUPE related costs associated with the restructuring and right sizing of various business units, including the consolidation of the Group into fewer operating units, as described elsewhere in this report.
Start-up costs derive from organically started businesses or loss-making businesses acquired and comprise the trading losses of such entities until the earlier of two years from commencement or when they show evidence of becoming sustainably profitable. Start-up costs in 2025 related to the launch of the US and Saudi offices of the Influence business.
In 2025, goodwill, intangible and right of use assets impairment costs related to the impairment of the Bray Leino Group and the Solaris Group goodwill, and the impairment of the Balloon Dog and RJW trade names, following a review of the valuation of these cash generating units and assets. Also included were impairment charges on certain leased property in the Bray Leino Group which will no longer be fully utilised following the restructuring and consolidation of various business units.
- Acquisition and Disposal Adjustments
Six months to
30 June
2026
Unaudited
Six months to
30 June
2025
Unaudited
Year ended
31 December 2025
Audited
£’000
£’000
£’000
Amortisation of intangible assets
recognised on acquisitions
(47)
(229)
(452)
Movement in fair value of contingent consideration on acquisitions
21
(7)
(7)
Movement in fair value of contingent consideration on disposals
-
(1,882)
(1,752)
Acquisition and disposal transaction costs expensed
(102)
(80)
(158)
(128)
(2,198)
(2,369)
The movement in fair value of contingent consideration on acquisitions relates to a net downward (2025: upward) revision in the estimate payable to vendors of businesses acquired in prior years. Acquisition and disposal transaction costs relate to professional fees in connection with disposals and acquisitions made or contemplated, including reverse acquisitions.
- Net Finance Costs
Six months to
Six months to
Year ended
30 June
2026
30 June
2025
31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Net interest on bank loans, overdrafts and deposits
(546)
(557)
(1,143)
Amortisation of bank debt arrangement fees
(20)
(144)
(174)
Interest expense on leases liabilities
(371)
(416)
(807)
Net finance costs
(937)
(1,117)
(2,124)
The decrease in bank debt arrangement fees is driven by the 2025 charge including the expensing of all unamortised arrangement fees relating to the previous credit agreement, following the entering into of a revised revolving credit facility on 21 March 2025.
- Taxation
The taxation charge for the period ended 30 June 2026 has been based on an estimated effective tax rate on headline profit on ordinary activities of 27.5% (30 June 2025: 25%).
- Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the following data, determined in accordance with the provisions of IAS 33: “Earnings per Share”.
Six months to
Six months to
Year to
30 June
2026
30 June
2025
31 December
2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Earnings
Reported profit for the period
From continuing operations
Attributable to:
Equity holders of the parent
(134)
(867)
(16,523)
Non-controlling interests
78
35
120
(56)
(832)
(16,403)
From discontinued operations
Attributable to:
Equity holders of the parent
-
(2,889)
(2,759)
Non-controlling interests
-
(3)
(3)
-
(2,892)
(2,762)
From continuing and discontinued operations
Attributable to:
Equity holders of the parent
(134)
(3,756)
(19,282)
Non-controlling interests
78
32
117
(56)
(3,724)
(19,165)
Headline earnings (Note 3)
From continuing operations
Attributable to:
Equity holders of the parent
1,062
789
1,824
Non-controlling interests
78
35
120
1,140
824
1,944
From discontinued operations
Attributable to:
Equity holders of the parent
-
3
3
Non-controlling interests
-
(3)
(3)
-
-
-
From continuing and discontinued operations
Attributable to:
Equity holders of the parent
1,062
792
1,827
Non-controlling interests
78
32
117
1,140
824
1,944
Number of shares
Weighted average number of Ordinary shares for the purpose of basic earnings per share
90,598,115
90,765,225
90,680,983
Dilutive effect of securities:
Employee share options
217,670
234,192
234,192
Weighted average number of Ordinary shares for the purpose of diluted earnings per share
90,815,785
90,999,417
90,915,175
Reported basis:
From continuing operations
Basic earnings per share (pence)
(0.1)
(1.0)
(18.2)
Diluted earnings per share (pence)
(0.1)
(1.0)
(18.2)
From discontinued operations
Basic earnings per share (pence)
0.0
(3.2)
(3.0)
Diluted earnings per share (pence)
0.0
(3.2)
(3.0)
From continuing and discontinued operations
Basic earnings per share (pence)
(0.1)
(4.1)
(21.3)
Diluted earnings per share (pence)
(0.1)
(4.1)
(21.3)
Headline basis:
From continuing operations
Basic earnings per share (pence)
1.2
0.9
2.0
Diluted earnings per share (pence)
1.2
0.9
2.0
From discontinued operations
Basic earnings per share (pence)
0.0
0.0
0.0
Diluted earnings per share (pence)
0.0
0.0
0.0
From continuing and discontinued operations
Basic earnings per share (pence)
1.2
0.9
2.0
Diluted earnings per share (pence)
1.2
0.9
2.0
Basic earnings per share includes shares to be issued subject only to time as if they had been issued at the beginning of the period.
A reconciliation of the profit after tax on a reported basis and the headline basis is given in Note 3.
- Intangible Assets
30 June
2026
30 June
2025
31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Goodwill
62,524
77,396
62,524
Other intangible assets
2,084
1,335
2,103
64,608
78,731
64,627
Goodwill
Six months to 30 June
2026
Six months to 30 June
2025
Year ended 31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Cost
At 1 January
93,965
94,321
94,321
Disposal of subsidiaries
-
(356)
(356)
At 30 June / 31 December
93,965
93,965
93,965
Impairment adjustment
At 1 January
31,441
16,569
16,569
Impairment during the period
-
-
14,872
At 30 June / 31 December
31,441
16,569
31,441
Net book value
62,524
77,396
62,524
In accordance with the Group’s accounting policies, an annual impairment test is applied to the carrying value of goodwill, unless there is an indication that one of the cash generating units (“CGUs”) has become impaired during the year, in which case an impairment test is applied to the relevant asset. The next impairment test will be undertaken at 31 December 2026, regardless of the change in year end date, although we will review for further indicators of impairment to 30 June 2027.
In 2025, as a result of the performance of the operations making up the Bray Leino and the Solaris Groups, and having calculated the net present value of projected cash flows derived from these operations using forecasts which were sensitised for levels of new business, based on historic performance of achieving such forecasts, along with expected cost savings, the Directors considered it prudent to impair £14,872,000 of goodwill relating to these CGUs.
Other Intangible Assets
Six months to
Six months to
Year ended
30 June
2026
30 June
2025
31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Cost
At 1 January
12,243
11,682
11,682
Disposal of subsidiaries
-
(694)
(694)
Additions
253
75
1,465
Disposals
(104)
(2)
(210)
At 30 June / 31 December
12,392
11,061
12,243
Amortisation and impairment
At 1 January
10,140
9,812
9,812
Disposal of subsidiaries
-
(408)
(408)
Impairment during the period
-
-
297
Charge for the period
168
324
645
Disposals
-
(2)
(206)
At 30 June / 31 December
10,308
9,726
10,140
Net book value
2,084
1,335
2,103
Other intangible assets consist of Client relationships, trade names, and software and product development costs.
- Right of Use Assets and Lease Liabilities
The Group leases several assets including property, office equipment, computer equipment and motor vehicles. Under IFRS 16, the Group recognises Right of Use Assets and Lease Liabilities in relation to these leases. Assets and liabilities reduce over the period of the lease and increase when a lease is renewed, or a new lease entered into.
Property
Office equipment, computer equipment and motor vehicles
Total
£'000
£'000
£'000
Cost
At 1 January 2025
21,635
2,056
23,691
Additions
554
200
754
Disposals
(1,037)
(91)
(1,128)
At 30 June 2025
21,152
2,165
23,317
Additions
-
336
336
Modifications to leases
(82)
-
(82)
Disposals
(90)
(470)
(560)
At 31 December 2025
20,980
2,031
23,011
Additions
-
110
110
Disposals
(84)
(702)
(786)
At 30 June 2026
20,896
1,439
22,335
Depreciation
At 1 January 2025
7,676
1,521
9,197
Charge for the period
1,029
156
1,185
Disposals
(1,035)
(91)
(1,126)
At 30 June 2025
7,670
1,586
9,256
Impairment during the period
559
-
559
Charge for the period
1,048
170
1,218
Disposals
(92)
(450)
(542)
At 31 December 2025
9,185
1,306
10,491
Charge for the period
923
196
1,119
Disposals
(84)
(702)
(786)
At 30 June 2026
10,024
800
10,824
Net book value at 30 June 2025
13,482
579
14,061
Net book value at 31 December 2025
11,795
725
12,520
Net book value at 30 June 2026
10,872
639
11,511
Obligations under leases are due as follows:
30 June
2026
30 June
2025
31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
In one year or less (shown in trade and other payables)
2,087
2,393
2,285
In more than one year
11,802
13,614
12,722
13,889
16,007
15,007
- Bank Loans and Net Bank Debt
30 June
2026
30 June
2025
31 December 2025
Unaudited
Unaudited
Audited
£’000
£’000
£’000
Bank loan outstanding
15,000
15,000
15,000
Adjustment to amortised cost
(87)
(137)
(107)
Carrying value of loan outstanding
14,913
14,863
14,893
Less: Cash and short term deposits
(3,864)
(1,193)
(5,923)
Net bank debt
11,049
13,670
8,970
The borrowings are repayable as follows:
Less than one year
-
-
-
In one to two years
15,000
-
-
In two to three years
-
15,000
15,000
15,000
15,000
15,000
Adjustment to amortised cost
(87)
(137)
(107)
14,913
14,863
14,893
Less: Amount due for settlement within 12
months (shown under current liabilities)
-
-
-
Amount due for settlement after 12 months
14,913
14,863
14,893
At 30 June 2026, the Group’s committed bank facilities comprised a revolving credit facility of £15.0m, expiring on 21 March 2028, with an option, upon obtaining lender approval, to increase the facility by £5m. In addition, there is an option to extend the facility by one year, and a further option to extend it by another year, subject to credit approval. Interest on the facility is based on SONIA (sterling overnight index average) plus a margin of between 1.75% and 2.25% depending on the Group’s debt leverage ratio, payable in cash on loan rollover dates.
In addition to its committed facilities, the Group has available an overdraft facility of up to £3.0m with interest payable by reference to National Westminster Bank plc Base Rate plus 2.25%.
- Acquisition Obligations
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash or shares or other securities at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for payments that may be due is as follows:
Cash
£’000
Shares
£’000
Total
£’000
30 June 2026
Less than one year
760
22
782
In more than one year
-
-
-
760
22
782
A reconciliation of acquisition obligations during the period is as follows:
Cash
£’000
Shares
£’000
Total
£’000
At 31 December 2025
1,396
22
1,418
Adjustments to estimates of obligations
(21)
-
(21)
Obligations settled in the period
(615)
-
(615)
At 30 June 2026
760
22
782
12. Post balance sheet events
There have been no material post balance sheet events.
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