REG - Mission Group PLC - Final Results
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RNS Number : 7751X Mission Group PLC (The) 24 March 2026
24 March 2026
THE MISSION GROUP plc
("MISSION", "the Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
A strengthened platform for future profitable growth
The MISSION Group plc (AIM:TMG), a collective of sector-leading Creative and
MarTech Agencies, announces its final results for the year ended 31
December 2025 ("FY2025" or "the year").
FINANCIAL SUMMARY
FY 2025 FY 2024 change
£m £m
Total operations
· REVENUE (OPERATING INCOME) 68.8 87.7 -21%
· HEADLINE OPERATING PROFIT* 5.1 9.1 -44%
· REPORTED (LOSS)/PROFIT BEFORE TAX (18.8) 2.9 -21.7
Continuing operations**
· REVENUE (OPERATING INCOME) 68.5 74.1 -8%
· HEADLINE OPERATING PROFIT* 5.1 7.6 -34%
· HEADLINE PROFIT MARGINS 7.4% 10.3% -2.9pts
· HEADLINE PROFIT BEFORE TAX* 3.0 4.8 -39%
· REPORTED (LOSS)/PROFIT BEFORE TAX (16.0) 2.0 -17.9
· HEADLINE EARNINGS PER SHARE* 2.0p 3.7p -1.7p
· HEADLINE DILUTED EARNINGS PER SHARE* 2.0p 3.7p -1.7p
· NET BANK DEBT 9.0 9.5 0.5
· TOTAL DEBT*** 10.4 14.2 -3.8
*Headline results are calculated before acquisition and disposal adjustments,
start-up costs, goodwill and business impairment, bank refinancing, equity
placing and restructuring costs (as set out in Note 3).
** Continuing operations excludes the disposal of April Six on 31 December
2024 and Bray Leino Splash PTE on 31 March 2025.
*** Total Debt includes net bank debt and outstanding acquisitions
obligations.
HIGHLIGHTS
Resilience amid challenging market conditions
· Continued strong client retention - over half of 2025 revenues
coming from Clients of more than five years
· Further new Clients, including Omega Watches, Beko, Farizon,
easyJet, Bugatti, ABB Robotics and Wain Homes.
· Overall financial performance impacted by macroeconomic
uncertainty, dampening Client confidence leading to extended sales cycles,
slower decision making and restricted budgets during the year.
Positioning the business for future profitable growth and long-term success
· Following appointment of John Carey as CEO in H2, the Group
completed a successful review of its approach to investment in its core
strategic assets to ensure that they retain relevance and scale in a
fast-evolving marketplace to deliver enhanced, sustained operating margins and
cashflows for the Group.
· Key recommendations from review were successfully implemented by
the end of February 2026:
o Simplification: establishment of a single, unified B2C and B2B
advertising Agency to establish a powerful business delivering value through
integration, efficiency, and innovation.
o Prioritisation: focus on leveraging benefits of the Group's simplified,
more closely integrated model, including driving improved effectiveness and
efficiency, new business performance and evolving our offer and core
capabilities to match Client needs.
o Investment: targeted at capitalising on the Group's strengths,
maintain our technological edge with AI and expand our offer, including
geographically, with key growth locations identified in the US, particularly
in Sports Marketing and Events.
o Additional annualised cost savings identified, increasing total to £4.0m,
further supporting future sustainable growth and reinvestment with higher
margins, profits and cash generation.
· Group Board strengthened and refreshed in H2 to support next
growth chapter:
o John Carey appointed as new Group CEO and Claudine Collins as
Non-Executive Director in H2, with Jon Kempster and Emma Wright appointed as
Non-Executive Directors post year-end.
Debt position improvement
· Strong cash conversion
· Reduction in net bank debt and a substantial reduction in total
debt including outstanding acquisition liabilities
· Total debt position at an historic low with focus on reducing
indebtedness further
Positive outlook
· Trading in the first months of 2026 has been in line with the
Board's expectations
· We remain very mindful of the current challenging trading
environment and macroeconomic backdrop
John Carey, Chief Executive of MISSION, commented:
"The Group showed resilience during a year characterised by change and
challenging trading conditions. While our FY2025 result shows the impact of
Client caution continuing into Q4, we maintained our impressive track record
of Client retention and continued to win new clients. This is a credit to our
people and I would like to thank them for all their hard work and the
outstanding results produced for Clients during the year.
After completing an extensive review of the Group's structure last year, we
entered 2026 with a strengthened operating platform and clear set of strategic
growth priorities. Furthermore, the increased annualised cost savings we
identified have further bolstered our position, providing greater flexibility
to support our investment decisions in the year ahead. This gives us
confidence as we begin our next chapter of growth."
ENDS
John Carey, Chief Executive Via Houston
Giles Lee, Chief Financial Officer
The MISSION Group PLC
Simon Bridges/Andrew Potts/Harry Rees
Canaccord Genuity Limited 020 7523 8000
(Financial Adviser, Nominated Adviser and Broker)
Peter Tracey 020 3807 8484
Blackdown Partners Limited
(Financial
Adviser)
Kate Hoare/Charlie Barker 077 3303 2695 /
Houston 0204 529 0549
E: mission@houston.co.uk (mailto:mission@houston.co.uk)
NOTES TO EDITORS
The MISSION Group Plc is a collective of sector-leading Creative and MarTech
Agencies led by entrepreneurs who encourage an independent spirit. Employing
over 800 people across 10 locations and 3 continents, the Group successfully
combines its diverse expertise to produce Work That Counts™ for our Clients,
whatever their ambitions. Creating real standout, sharing real innovation and
delivering real growth for some of the world's biggest brands.
Find out more at www.themission.co.uk (http://www.themission.co.uk)
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
NON-EXECUTIVE CHAIR'S STATEMENT
I believe that congratulations are in order to the management and people in
our Agencies for what they achieved in 2025. Underlying trading remained
resilient across all business segments and our total debt position improved
significantly during the year.
The majority of Mission Group revenues are customarily realised in the second
half of the year and whilst our first half delivered as expected our second
half suffered from expenditure caution among our Client base, due to
macroeconomic uncertainty and confidence. This resulted in reduced revenues
(operating income) of £68m and headline operating profit of £5.1m.
As a Board we have not shirked from these short-term challenges or longer-term
issues facing all businesses in our industry, and have taken proactive steps
throughout the year to make our business future fit.
Highly experienced executive leader John Carey was appointed as Chief
Executive in September 2025 and led a review of our strategy centred around
three key focus areas: simplification, prioritisation and investment. The
outcomes of this review are already being implemented, creating a simplified
structure. Alongside our continued investment in AI , this will help further
optimise our business model to deliver enhanced, sustained operating margins
and cashflows for the Group.
Looking ahead, we have a clear plan to invest in key growth drivers from a
strengthened operating platform, supported by a refreshed Board. We are
confident this will drive our next chapter of growth and return to a positive
net cash position.
Financial performance
We were pleased to again demonstrate strong Client retention and achieve a
number of notable new business wins across the Group during the year. This is
testament to the talent and continued hard work across our teams.
Continued total debt improvement
Our total debt further improved over the year, with a reduction in net bank
debt and a substantial reduction in total debt including outstanding
acquisition liabilities following strong cash conversion. This is in spite of
the much reduced earnout received from the disposal of April Six.
Plan for future strategic success
In the second half of the year, led by Group CEO John Carey, the Board
undertook a detailed review of our strategy and structure. As part of the
review the Board assessed the Group's approach to investment in its core
strategic assets to ensure that they retain relevance and scale in a
fast-evolving marketplace to deliver enhanced, sustained operating margins and
cashflows for the Group.
After assessing the existing structure of the Group through this lens and
working closely with agency leadership teams, we rationalised our B2C and B2B
advertising agencies and consolidated capabilities and leadership across
these. Simultaneously, the Group consolidated the capabilities of our
expanding Sports Marketing and Events businesses under one leader.
Following the completion of this exercise, increased annualised cost savings
of £4.0m have been identified, more than double the original target we
provided in our January 2026 trading update. These savings will be achieved
through further enhancements of our operational efficiencies via shared
infrastructure, streamlined processes, and the consolidation of office and
technology platforms, as well as reducing our headcount by c.50 colleagues
where greater integration across the Group has unfortunately made certain
roles redundant.
Strengthening and refreshing our PLC Board
As the Group's strategy continued to evolve, we also made several changes to
our Board. Alongside the appointment of John Carey as new Group CEO in the
second half, we were pleased to welcome Claudine Collins as a Non-Executive
Director, with Mark Lund OBE and Eliza Filby stepping down from the Board.
Shortly after the period-end Jon Kempster and Emma Wright were also appointed
as Non-Executive Directors.
Together, our new Non-Executive Directors bring vast experience and expertise
in their respective fields, with extensive Boardroom experience and leadership
in emerging technology such as AI where we have made great strides in 2025.
Dividend
In light of the impact of the Group's weaker financial performance, future
investment priorities and maintaining balance sheet strength, the Board has
made the decision to continue to pause dividend payments. We are aiming to
return to paying ordinary dividends as soon as possible and will maintain
three to four times dividend cover. We will next consider our dividend policy
at the time of our interim report.
Outlook
After a busy year of change and with a modicum of catoptromancy I am bullish
about our fortunes in 2026 and beyond. We have clear purpose, a sharpened team
and an ambition to successfully transform MISSION. Our greatest strength being
our people and their ability to work closely with our longstanding Clients to
create innovative solutions that enhance marketing performance.
That is what it's all about.
David Morgan
Non-Executive Chair
CHIEF EXECUTIVE'S REVIEW
In a year defined by change, we have embraced the opportunity to lead from the
front. Rather than standing still, the Group's management team has taken
decisive action throughout 2025, positioning the business for future
profitable growth and long-term success.
Simplifying and optimising our operating platform has been at the heart of
this, drawing on the inherent strengths of our Client-centric culture while
finding efficiencies in the way we maintain the continued delivery of
outstanding work.
Following the restructure and reorganisation conducted in Q1 2025, we took
further steps towards the end of the year to review our strategy and
structure. This process was concluded and implementation of the actions borne
out of the review have been completed in Q1 2026. The increased annualised
gross cost savings of £4m further support our plans to generate future
sustainable growth and reinvestment with higher margins, profits and cash
generation.
Against a backdrop of macroeconomic uncertainty, dampening Client confidence
and restricted budgets, our financial performance shows the impact of action
taken and the resilience of the Group.
Performance Review
The Group saw an 8% reduction in total revenues from continuing operations to
£68.5m (2024: £74.1m) and headline operating profit from continuing
operations down to £5.1m (2024: £7.6m). This reflected the impact of weaker
market conditions characterised by ongoing Client caution through the year.
At the same time, the strength of our Client retention continued with more
than half of 2025 total revenues coming from businesses we have supported for
more than five years.
We continued to win new Clients, including Omega Watches, Beko, Farizon, Easy
Jet, Bugatti, ABB Robotics and Wain Homes.
A new MISSION
The MISSION Group stands at a pivotal moment in its evolution. The advertising
and communications landscape is being reshaped by economic pressures, changing
Client expectations, and rapid advances in AI.
Margins across the industry are tightening as Client demands on measurable
performance continue to grow. At the same time, AI has eroded many traditional
barriers to entry -empowering smaller, leaner competitors to operate with
agility and for Clients to cost-effectively build their own in-house
capability.
Our Agencies performed well in their respective domains, yet collectively they
faced the same question: how can we remain competitive, relevant, and
profitable in a market being redefined by technology and consolidation?
Against this backdrop, we conducted a review of our operational platform and
growth strategy in the second half of 2025. This review has centred around
three key focus areas: simplification, prioritisation and investment. Below
we outline the key changes implemented, which were completed by the end of
February 2026.
Simplification
We created a single, unified B2C and B2B advertising Agency, consolidating
capabilities and leadership. The opportunity is to establish a powerful
business delivering value through integration, efficiency, and innovation.
Prioritisation
As we continue to focus on delivering sustainable future profitability, we
have set out several defined strategic priorities for the Agencies across the
Group. These include applying a laser focus onto effectiveness and efficiency,
driving improved new business performance and evolving our offer and core
capabilities to match the needs of our Clients.
Leveraging the benefits of our simplified, more closely integrated Group
model, we also have a good opportunity to elevate the services we provide to
our existing Client base.
Investment
We will continue to invest strategically to support our growth and deliver on
our priorities. This investment will be targeted to help us capitalise on our
strengths, expand our offer and maintain our technological edge with AI.
Geographically, we have identified key locations in the US where we see
compelling growth opportunities, particularly in Sports Marketing and Events.
Making Positive Change
Since launching our ESG manifesto 'Making Positive Change' in 2020, we have
continued to deepen our understanding of the environmental impacts of our
business and the actions required to reduce them. Over the past year we have
strengthened the way climate considerations are embedded across our operations
and improved the transparency of our reporting aligned with the UK
Climate-related Financial Disclosure (CFD) framework.
I am pleased to report total emissions in 2025 decreased by 15% compared with
2024. This reduction reflects a combination of improved data accuracy, a focus
on addressing carbon hotspots, updated UK Government emissions factors and a
reduction in FTE across the Group. Following the introduction of enhanced
carbon reporting in 2023, we now have two full years of comparable data,
showing that Group emissions have reduced by 39% overall since our 2019
baseline.
Alongside this progress, we continue to advance our Carbon Transition Plan and
remain committed to reducing emissions by 44% by 2029 and achieving net-zero
across Scopes 1, 2 and 3 by 2050.
Current Trading and Outlook
Trading in the first months of 2026 has been in line with the Board's
expectations.
After the extensive work completed to review the Group's structure last year,
we entered 2026 with a strengthened operating platform and clear set of
strategic growth priorities. Furthermore, the increased annualised cost
savings we identified and implemented have further bolstered our position,
providing greater flexibility to support our investment decisions in the year
ahead. This gives us confidence as we begin our next chapter of growth.
John Carey
Group Chief Executive
CHIEF FINANCIAL OFFICER'S REVIEW
In a challenging second-half trading environment, characterised by weak demand
and persistent Client caution across all sectors, the Group maintained its
focus on those matters within its control. These included the continued
simplification and prioritisation of the Group structure and resultant cost
reductions, the sustained deployment of AI capabilities across all functions
and further investment behind key growth drivers such as Sports &
Entertainment.
Headline operating profits from continuing activities of £5.1m decreased by
34% when compared to the 2024 equivalent (£7.6m).
Whilst the overall revenue potential of our Group assets remains strong, the
mix has moved more towards our faster growing market segments such as Sports
Marketing and Property. The accounting standards do not permit increases in
intangible asset values in these instances. A cautious review of the carrying
value of our agency assets, primarily in relation to the integration of the
creative agency groups and our healthcare agencies, resulted in an impairment
adjustment of £15.7m. This is described more fully below and set out in Note
3. This adjustment along with a number of other, smaller adjustments and
borrowing costs led to a reported loss before tax of £18.8m (2024 £2.9m
profit).
Operating expenditure from continuing operations was reduced by £3.0m to
£63.4m (2024 £66.4m) but, with income from continuing activities declining
by 8% to £68.5m (2024 £74.1m), operating margins suffered, dropping to 7.4%
in 2025 compared to 10.3% in 2024.
At a total headline operating profit level, so comparing to a 2024 outcome
that included the now divested April Six Ltd and Bray Leino Splash PTE Ltd,
profits in 2025 of £5.1m decreased by 44% on 2024 (£9.1m), whilst operating
income reduced by 21% to £68.8m (2024 £87.7m) and operating margins reduced
from 10.3% to 7.4%.
The discontinued operations in 2025 comprise Bray Leino Splash PTE Ltd which
was divested in Quarter 1, 2025 for £0.1m and adjustments to contingent
consideration relating to the disposal of April Six in the prior year.
Net bank debt reduced slightly, from £9.5m on 31 December 2024 to £9.0m on
31 December 2025. Total debt, which includes remaining acquisition liabilities
of £1.4m reduced from £14.2m to an historic low level of £10.4m across the
same period.
The reduced profits and consequent EBITDA led to an increase in net bank debt
leverage on 31 December 2025 of 2.8x (31 December 2024, 2.2x) despite a
continued tight focus on working capital and capital allocations. Total
leverage, which includes acquisition liabilities, increased to 3.0 (31 Dec
2024: 2.6). Both the net bank debt and total leverage ratios now include lease
liabilities in the debt numbers used in the ratios, in accordance with the
revised bank covenant test calculations agreed in the March 2025 refinancing.
All covenant tests were met during the year.
Group billings and revenue
Turnover (billings) was 15% lower than the previous year, at £162.1m (2024:
£190.3m), but since billings include pass-through costs (e.g. TV companies'
charges for buying airtime), the Board does not consider turnover to be a key
performance measure for its Agencies.
Instead, the Board views operating income (turnover less third-party costs) as
a more meaningful measure of activity levels.
Taken as a whole, the Group's operating income (referred to as "revenue") from
continuing operations for the year reduced by 8% to £68.5m (2024: £74.1m).
All revenue was organic and reflects a mixed performance across the continuing
business segments, particularly in the second half of the year, which is
analysed further shortly.
One of the differentiating features of MISSION is the longevity and loyalty of
its Client base exemplified by 55% of 2025 total operating income coming from
Clients with whom MISSION has worked for more than five years (2024: 56%).
We believe this is due to the dynamic and Agency-driven culture which ensures
Clients receive a tailored level of Client service but supported by the
resources of a multi-national Group.
Profit and margins
The Directors measure and report the Group's performance primarily by
reference to headline results to avoid the distortions created by the one-off
events and non-cash accounting adjustments relating to acquisitions and
restructures that are detailed below.
Headline results are therefore calculated before acquisition adjustments,
exceptional items and losses from new ventures (as set out in Note 3).
The Group reported a headline operating profit across all operations this year
of £5.1m compared to £9.1m in 2024.
Reported profit before tax reduced by £21.7m, from a £2.9m profit in 2024 to
a £18.8m loss in 2025.
Adjustments to reported profits, detailed further in Note 3, totalled £21.7m
(2024: £3.3m) a significant increase on the previous year. This was primarily
due to £15.7m of impairment charges, consisting of a £0.6m impairment of
leased property which will no longer be fully utilised following the
restructuring of the Group, and the impairment of the creative agency group
(£10.7m) and healthcare agency group (£4.4m) intangible assets following a
cautious review of these long-held cash generating units and their subsequent
integration. There were no intangible impairments in 2024.
The Group incurred restructuring costs of £1.9m in 2025 (2024: £0.2m) as a
result of the significant agency rationalisation announced in March 2025.
In addition to this the Group invested £0.3m in new ventures (2024: £0.5m)
most notably Influence US and Saudi Arabia operations.
Acquisition and disposal related costs of £2.4m compared to £2.1m in 2024.
The 2025 charge consists primarily of the reduction in the estimate receivable
following the divestment of April Six (£1.8m, 2024: £0.2m) alongside the
amortisation of intangibles recognised on acquisitions of £0.5m (2024:
£0.7m) as well as professional fees incurred of £0.2m (2024: £0.4m).
There was no change in the fair value of contingent consideration in 2025
(2024 £0.8m).
Adjusting for these items delivers a headline operating profit from all
operations of £5.1m (2024 £9.1m).
Headline operating profit from continuing operations was £5.1m (2024:
£7.6m).
The Group continued to make significant reductions to the cost base, these are
highlighted in the segmental analysis that follows and resulted in the
headline operating expenditure base from continuing operations decreasing in
the year by £3.0m or 5% (from £66.4m in 2024 to £63.4m in 2025). The number
of directors and staff employed in continuing operations reduced from 904 at
31 December 2024 to 865 persons at 31 December 2025.
Therefore, headline operating margins from all activities decreased from 10.3%
to 7.4% and margins from continuing activities also decreased from 10.3% to
7.4%.
Interest charges of £2.1m were £0.9m lower than 2024 (£3.0m) reflecting the
reduced net debt levels in the Group over the course of the year.
The resultant reported loss before tax from continuing operations for 2025 was
£16.0m, a reduction of £17.9m on 2024 (£2.0m profit).
Segmental analysis
A closer analysis of the Group operating restructure confirms that the macro
market weakness experienced particularly in consumer advertising has had a
considerable impact on the agencies the Group operates in that sector. Despite
significant reductions to operating expenditure (Opex) of £3.7m, revenue
shortfalls of £5.5m (-23% year on year) pushed this segment to register a
£0.2m headline operating loss in 2025 compared to a £1.6m profit in 2024.
Elsewhere there were year on year headline operating profit and margin
reductions in both the Business & Corporate (-£0.8m) and Property
(-£1.0m) segments, again very much in line with market conditions. Health
& Wellness stabilised and delivered a resilient performance with operating
profits in line with 2024.
The Sports and Entertainment segment registered good growth in the year with
revenue up 8% to deliver a £0.1m improvement in headline operating profit.
Finally, the continued focus on efficiency saw central costs reduced by a
further £1.0m as the Group restructured behind the Agency brands.
The Group has recently announced the final phase of the restructuring
programme which will be reflected in revised business segments in 2026 and the
combination of the Business & Corporate and Consumer & Lifestyle
segments.
Taxation
The headline tax rate increased to 34.7% (2024: 28.1%). This was due partly to
a general increase in disallowed expenditure, including disallowed costs
related to our Saudi operations. There was also a higher proportion of the
headline profit before tax attributable to entities which made losses in the
year which are not available for Group tax relief, and where there is
insufficient certainty that there will be sufficient profits available in the
future to utilise these losses. As a result, no tax credit was recognised in
relation to these losses and this increases the tax rate.
On a reported basis in 2025, the impact of the large non-deductible
expenditure, primarily in relation to impairment of goodwill, resulted in a
tax expense of £0.4m on a reported loss before tax of £18.8m, a rate of
-2.2%.
This compares to the 58.8% rate in 2024 resulting from foreign tax payments in
that year in relation to April Six leading to a total tax charge of £1.7m on
a reported profit before tax of £2.9m.
The tax rate is generally expected to be consistently higher than the
statutory rate (25.0% in 2025, in line with 2024) when the Group is profit
making, since the amortisation of acquisition-related intangibles is not
deductible for tax purposes and tax rates on our US operations are
substantially higher than the UK corporation tax rate.
Earnings Per Share
After tax, the reported loss for the year was £19.2m (2024: profit of £1.2m)
and undiluted and diluted EPS was -21.3 pence (2024: 1.2 pence).
However, after adjustments, Headline EPS from continuing operations on both an
undiluted and diluted basis was 2.0 pence (2024: 3.7 pence).
Dividend
The Board has historically adopted a progressive dividend policy, aiming to
grow dividends each year in line with earnings but always balancing the desire
to reward shareholders via dividends with the need to fund the Group's growth
ambitions and maintain a strong balance sheet and healthy distributable
reserves (2025: £32.8m, 2024: £30.5m).
The Board has made the decision to continue to pause dividend payments in
light of the impact of the Group's weaker financial performance, future
investment priorities and maintaining balance sheet strength and expects to
return to paying ordinary dividends as soon as possible.
In so doing it plans to maintain dividend cover between 3x to 4x headline
earnings per share.
Balance sheet
In common with other marketing communications groups the main features of our
balance sheet are the goodwill and other intangible assets resulting from
acquisitions made over the years and the debt taken on in connection with
those acquisitions.
The Board undertakes an annual assessment of the value of all goodwill,
explained further in Note 10. On 31 December 2025 the Board considered it
prudent to impair £14.9m of goodwill in relation to the agency and healthcare
trading units. (2024: £Nil) resulting in a similar quantum decrease in the
intangible assets balance in the year.
The Group's acquisition obligations at the end of 2025 were £1.4m (2024:
£4.7m), to be satisfied by a mix of shares and cash at the Group's
discretion.
All of this is dependent on post-acquisition earn-out profits and is expected
to fall due for payment in cash and/or shares within 12 months.
The Board continue to closely monitor all capital spends and have paused
dividend payments for the short term.
The Directors therefore believe that the Group's current balance sheet can
comfortably accommodate these acquisition obligations alongside the Group's
commitments to routine capital expenditure.
Consolidated Net Current Assets closed at £7.3m, a reduction of £9.7m on
2024 (£17.0m).
This was in part the result of the reduction in cash of £4.5m and an increase
in trade and other payables of £7.0m, netted off against a £2.0m reduction
in current acquisition obligations.
At the end of the year the Group's net bank debt stood at £9.0m (2024:
£9.5m). On an adjusted basis the leverage ratio of net bank debt to headline
EBITDA was 2.8x on 31 December 2025 (2024: 2.2x). The Group's adjusted ratio
of total debt, including remaining acquisition obligations, to EBITDA on 31
December 2025 was 3.0x (2024: 2.6x). All existing acquisition obligations will
be settled by the end of 2026. Acquisition obligations are dependent on
performance, and the Company has the option to settle a proportion of future
payments in shares.
Cash flow
Cash and cash equivalents reduced by £4.5m over the course of 2025.
The primary reason for the decrease came from the repayment of bank loans of
£5.0m following the refinancing agreement in March 2025.
The working capital movement is defined as the aggregate movement in
receivables, stock and payables and was at an overall level reported as an
inflow of £5.5m (2024: £4.1m outflow).
In addition to this, capital allocations in 2025 were very closely controlled.
This resulted in continued low levels of outlay on both property, plant and
equipment capital expenditure (£0.6m, 2024: £0.6m) and dividends payable to
minority shareholders (£0.2m, 2024: £0.1m).
Similarly, expenditure on new acquisitions was £Nil (2024: £Nil) and the
settlement of contingent obligations relating to the profits generated by
previous acquisitions totalled £3.2m (2024: £0.7m).
The Group continues to develop its software and product offerings to embrace
the opportunities offered by advancements in Artificial Intelligence
technology. The Group invested £1.5m in this area in 2025 (2024 £0.1). The
benefits of this will be secured through improved operational efficiency and
Client attraction and retention.
The closing net bank debt position for 2025 was £9.0m. This represents a
decrease in net debt of £0.5m on the 2024 year-end net bank debt of £9.5m.
Headline operating profit from continuing operations of £5.1m (2024: £7.6m)
converted into £6.7m (2024: £1.5m) of 'free cash flow' (defined as net cash
inflow from operating activities less tangible and intangible capital
expenditure) and dividends payable to minority holdings of £0.2m (2024:
£0.1m).
Working capital days
Trade creditor days, work in progress days and trade debtors days all
increased when compared to last year. Overall, the Group's total working
capital days of 25.0 is materially in line with the 2024 equivalent (23.8
days).
Going concern
The Board believe that, through the actions taken both during 2024 and
described above, the Group is well placed to deliver profitable growth, cash
generation and facility headroom.
However, further scenario modelling has been undertaken of the Group's net
debt position into the reasonably foreseeable future.
This modelling included cautious assumptions about trading performance,
investment plans and acquisition consideration obligations.
The principal uncertainty in the projections is the growth of the trading
agencies in an unpredictable macro-economic environment and potential
increases in cost base that are not proportionate to revenue growth. The
Directors have considered the resulting financial and cash flow projections
for the Group alongside the availability of renewed committed bank facilities
of £15m (expiring 21 March 2028), an overdraft facility of £3m and the
headroom afforded against Total Debt Leverage and Bank Debt Leverage covenant
tests for the coming 12 months.
The Directors have also considered and understood the mitigating actions that
would be required in the event of reduced revenue profiles and any further
consequential difficulties with covenant compliance.
Such potential mitigating actions would include early dialogue with the bank
over breaches in covenant compliance, and a review of headcount, particularly
in the areas impacted by any downturn.
Furthermore, the Group have considered actions that can be taken should
increased headroom be required.
This would most likely be the disposal of non-core or high value agency
assets.
Against these scenarios, the Group was demonstrated to have adequate headroom
against the facilities described above.
This leads the Directors to become satisfied that, taking account of
reasonably possible changes in trading performance, it is appropriate to adopt
the going concern basis in preparing the financial statements.
Key Performance Indicators
KPIs are designed to monitor the Group's revenue and profit growth, within a
safe capital structure.
The targets, along with the outcome for 2025 are as follows:
• Achieve organic revenue growth of at least 2% per year (delivered -8%).
• Increase headline operating profit margins to 14% (delivered 7%).
• Grow headline profit before tax by 10% year-on-year; and (delivered -39%)
• Maintain the ratio of net bank debt (which includes both bank debt and
lease liabilities) to EBITDA* at or below 2.25x (delivered 2.8x) and the ratio
of total debt (including bank debt, lease liabilities and deferred acquisition
consideration) to EBITDA at or below 2.75x (delivered 3.0x).
EBITDA is headline operating profit before depreciation and amortisation
charges.
At the individual Agency level, the Group's financial KPIs comprise
revenue and controllable profitability measures, predominantly based on the
achievement of the annual budget.
More detailed KPIs are applied within individual Agencies.
In addition to financial KPIs, the Board periodically monitors the length of
Client relationships, the forward visibility of revenue and the retention of
key staff.
Change in accounting reference date
The Group's business activities and revenues are weighted towards the second
half of the calendar year and particularly the final quarter. After engagement
with certain Shareholders and having considered our internal processes, the
Board has decided to change the accounting reference date to achieve a more
balanced first half and second half weighting. Accordingly, the Group's next
financial year (which would otherwise end on 31 December 2026), will be
reduced by three months to 30 September 2026.
Outlook
We enter 2026 with a plan for continued, profitable growth across our
simplified business segments.
The year has started well and prospects for organic progress are good. The
restructuring measures recently announced are now well underway, if not
complete.
These actions will step change the profitability of the Group and provide
clear priorities for future investment and growth. They will also provide
greater resilience during the current uncertain macro-economic trading
conditions.
Additionally, and as a result of the actions taken, the Directors believe that
the Group is set to be highly cash generative.
Consolidated Income Statement
For the year ended 31 December 2025
Continuing operations Discontinued operations* Continuing operations Discontinued operations**
2025 2025 Total 2025 2024 2024 Total 2024
Note £'000 £'000 £'000 £'000 £'000 £'000
TURNOVER 2 161,578 529 162,107 155,949 34,363 190,312
Cost of sales (93,099) (171) (93,270) (81,871) (20,757) (102,628)
OPERATING INCOME 2 68,479 358 68,837 74,078 13,606 87,684
Headline operating expenses (63,412) (359) (63,771) (66,439) (12,175) (78,614)
HEADLINE OPERATING PROFIT / (LOSS) 5,067 (1) 5,066 7,639 1,431 9,070
Goodwill, intangible and right of use assets impairment
3 (15,728) - (15,728) - - -
Loss on sale of subsidiaries (Note 17.2) - (959) (959) - (209) (209)
Start-up costs 3 (348) - (348) (458) - (458)
Acquisition and disposal adjustments
3 (549) (1,820) (2,369) (2,090) - (2,090)
Restructuring costs 3 (1,918) - (1,918) - (243) (243)
Bank refinancing and equity raise costs
3 - - - (242) - (242)
OPERATING (LOSS) / PROFIT
(13,476) (2,780) (16,256) 4,849 979 5,828
Share of results of associates and joint ventures (including impairment)
12 (375) - (375) 80 - 80
(LOSS) / PROFIT BEFORE INTEREST AND TAXATION
(13,851) (2,780) (16,631) 4,929 979 5,908
Net finance costs 5 (2,124) - (2,124) (2,962) (35) (2,997)
(LOSS) / PROFIT BEFORE TAXATION 6 (15,975) (2,780) (18,755) 1,967 944 2,911
Taxation 7 (428) 18 (410) (952) (759) (1,711)
(LOSS) / PROFIT FOR THE YEAR (16,403) (2,762) (19,165) 1,015 185 1,200
Attributable to:
Equity holders of the parent (16,523) (2,759) (19,282) 889 164 1,053
Non-controlling interests 120 (3) 117 126 21 147
(16,403) (2,762) (19,165) 1,015 185 1,200
Basic earnings per share (pence) 9 (18.2) (3.0) (21.3) 1.0 0.2 1.2
Diluted earnings per share (pence) 9 (18.2) (3.0) (21.3) 1.0 0.2 1.2
Headline basic earnings per share (pence) 9 2.0 0.0 2.0 3.7 0.1 3.8
Headline diluted earnings per share (pence) 9 2.0 0.0 2.0 3.7 0.1 3.7
* Discontinued operations in 2025 consist of the results of Splash, sold on 31
March 2025 (see Note 17.2) and adjustments to contingent consideration
relating to the disposal of April Six in the prior year.
** Discontinued operations in 2024 include the results of April Six, sold in
2024, and the results of Splash. The Group's Annual Report and Accounts 2024
showed a different split between continuing and discontinued operations, the
discontinued operations numbers consisting only of the results of April Six.
Following disposal in 2025, Splash has now been included in the 2024
discontinued operations disclosure.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Total Total
Continuing operations 2025 Discontinuing operations 2025 Year to 31 December 2025 Continuing operations 2024 Discontinuing operations 2024 Year to 31 December 2024
£'000 £'000 £'000 £'000 £'000 £'000
(LOSS) / PROFIT FOR THE YEAR (16,403) (2,762) (19,165) 1,015 185 1,200
Other comprehensive income - items that may be reclassified separately to
profit or loss:
Exchange differences on translation of foreign operations
(29) 3 (26) 12 (510) (498)
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR
(16,432) (2,759) (19,191) 1,027 (325) 702
Attributable to:
Equity holders of the parent (16,552) (2,757) (19,309) 901 (323) 578
Non-controlling interests 120 (2) 118 126 (2) 124
(16,432) (2,759) (19,191) 1,027 (325) 702
Consolidated Balance Sheet
As at 31 December 2025
As at As at
31 December 31 December
2025 2024
Note £'000 £'000
FIXED ASSETS
Intangible assets 10 64,627 79,622
Property, plant and equipment 2,280 2,702
Right of use assets 11 12,520 14,494
Investments, associates and joint ventures 12 335 667
79,762 97,485
CURRENT ASSETS
Stock 1,959 2,394
Trade and other receivables 13 45,186 44,378
Corporation tax receivable - -
Cash and short term deposits 5,923 10,385
53,068 57,157
CURRENT LIABILITIES
Trade and other payables 14 (43,871) (35,964)
Corporation tax payable (446) (745)
Bank loans 15 - (11)
Acquisition obligations 17.1 (1,418) (3,420)
(45,735) (40,140)
NET CURRENT ASSETS 7,333 17,017
TOTAL ASSETS LESS CURRENT LIABILITIES 87,095 114,502
NON CURRENT LIABILITIES
Bank loans 15 (14,893) (19,872)
Lease liabilities 16 (12,722) (14,041)
Acquisition obligations 17.1 - (1,239)
Deferred tax liabilities (370) (397)
(27,985) (35,549)
NET ASSETS 59,110 78,953
CAPITAL AND RESERVES
Called up share capital 18 9,224 9,224
Share premium account 46,081 46,081
Own shares 19 (579) (191)
Share-based incentive reserve 1,107 1,107
Foreign currency translation reserve (33) 64
Retained earnings 3,225 22,507
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
59,025 78,792
Non-controlling interests 85 161
TOTAL EQUITY 59,110 78,953
Consolidated Cash Flow Statement
For the year ended 31 December 2025
Continuing operations 2025 Discontinued operations 2025 Continuing operations 2024 Discontinued operations 2024
Total 2025 Total 2024
£'000 £'000 £'000 £'000 £'000 £'000
Operating (loss) / profit (13,476) (2,780) (16,256) 4,849 979 5,828
Depreciation, amortisation and impairment charges 19,696 2 19,698 4,236 315 4,551
Increase in the fair value of contingent consideration on acquisitions
7 - 7 751 - 751
Decrease in the fair value of contingent consideration on disposals of
subsidiaries
- 1,752 1,752 213 - 213
Loss on sale of subsidiaries - 959 959 - 209 209
Loss / (profit) on disposal of property, plant and equipment and software and
intellectual property
15 - 15 (3) - (3)
(Increase) / decrease in receivables (3,304) (108) (3,412) (2,359) 1,575 (784)
Decrease in stock 435 - 435 587 - 587
Increase / (decrease) in payables 8,385 136 8,521 (2,818) (1,107) (3,925)
OPERATING CASH FLOWS 11,758 (39) 11,719 5,456 1,971 7,427
Net finance costs paid (2,112) - (2,112) (3,051) (35) (3,086)
Tax paid (816) (4) (820) (228) (595) (823)
Net cash inflow / (outflow) from operating activities 8,830 (43) 8,787 2,177 1,341 3,518
INVESTING ACTIVITIES
Proceeds on disposal of property, plant and equipment 157 - 157 24 - 24
Purchase of property, plant and equipment (644) (1) (645) (580) (2) (582)
Investment in software and product development (1,465) - (1,465) (87) - (87)
Payment relating to acquisitions made in prior years (3,248) - (3,248) (740) - (740)
Proceeds on disposal of subsidiaries - 361 361 - 10,813 10,813
Cash of subsidiaries disposed of - (367) (367) - (2,379) (2,379)
Costs of disposal of subsidiaries - (68) (68) - (2,207) (2,207)
Net cash (outflow) / inflow from investing activities (5,200) (75) (5,275) (1,383) 6,225 4,842
FINANCING ACTIVITIES
Dividends paid to non-controlling interests (121) (30) (151) (142) - (142)
Payment of lease liabilities (2,394) - (2,394) (1,584) (349) (1,933)
Repayment of bank loans (5,015) - (5,015) (34) - (34)
Purchase of own shares (388) - (388) - - -
Net cash outflow from financing activities (7,918) (30) (7,948) (1,760) (349) (2,109)
(Decrease) / increase in cash and cash equivalents (4,288) (148) (4,436) (966) 7,217 6,251
Exchange differences on translation of foreign subsidiaries
(26) (498)
Cash and cash equivalents at beginning of year 10,385 4,632
Cash and cash equivalents at end of year 5,923 10,385
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Total attributable to equity holders of parent
Share- based incentive Foreign currency translation reserve
reserve £'000 Non-controlling interest
Share Share premium Own shares £'000 Retained earnings Total equity
capital £'000 £'000
£'000 £'000 £'000 £'000
£'000
At 1 January 2024
9,102 45,928 (942) 1,107 (888) 21,967 76,274 179 76,453
Profit for the year - - - - - 1,053 1,053 147 1,200
Exchange differences on translation of foreign operations
- - - - (475) - (475) (23) (498)
Total comprehensive (loss) / income for the year
- - - - (475) 1,053 578 124 702
Realisation on disposal of subsidiary
- - - - 1,427 - 1,427 - 1,427
New shares issued 122 153 - - - - 275 - 275
Shares awarded and sold from own shares
- - 751 - - (513) 238 - 238
Dividend paid - - - - - - - (142) (142)
At 31 December 2024
9,224 46,081 (191) 1,107 64 22,507 78,792 161 78,953
(Loss) / profit for the year - - - - - (19,282) (19,282) 117 (19,165)
Exchange differences on translation of foreign operations
- - - - (27) - (27) 1 (26)
Total comprehensive (loss) / income for the year
- - - - (27) (19,282) (19,309) 118 (19,191)
Realisation on disposal of subsidiary
- - - - (70) - (70) - (70)
Release of non-controlling interest on disposal of subsidiary - - - - - - - (43) (43)
Share buyback - - (388) - - - (388) - (388)
Dividend paid - - - - - - - (151) (151)
At 31 December 2025
9,224 46,081 (579) 1,107 (33) 3,225 59,025 85 59,110
Notes to the Consolidated Financial Statements
1. Principal Accounting Policies
Basis of preparation
The results for the year to 31 December 2025 have been extracted from the
audited consolidated financial statements, which are expected to be published
by 24 March 2026.
The financial information set out above does not constitute the Company's
statutory accounts for the years to 31 December 2025 or 2024 but is derived
from those accounts. Statutory accounts for the year ended 31 December 2024
were delivered to the Registrar of Companies following the Annual General
Meeting on 16 June 2025 and the statutory accounts for 2025 are expected to be
published on the Group's website (www.themission.co.uk
(http://www.themission.co.uk/) ) shortly, posted to shareholders at least 21
days ahead of the Annual General Meeting ("AGM") on 15 June 2026 and, after
approval at the AGM, delivered to the Registrar of Companies.
The auditors, PKF Francis Clark, have reported on the accounts for the years
ended 31 December 2025 and 31 December 2024; their reports in both years were
(i) unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under Section 498 (2) or (3) of the
Companies Act 2006 in respect of those accounts.
2. Segmental Information
IFRS 15: Revenue from Contracts with Customers requires the disaggregation of
revenue into categories that depict how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors. The
Board has considered how the Group's revenue might be disaggregated in order
to meet the requirements of IFRS 15 and has concluded that the segmentation
disclosures set out below represent the most appropriate categories of
disaggregation. The Board considers that neither differences between sales
channels and markets nor differences between contract duration and the timing
of transfer of goods or services are sufficiently significant to require
further disaggregation.
For management purposes the Board monitors the performance of its individual
agencies and groups them into service segments based on the sectors in which
they operate. Each reportable segment therefore includes a number of agencies
with similar characteristics.
The Board assesses the performance of each segment by looking at turnover,
operating income and headline operating profit. The headline operating profit
shown below is after the reallocation to the agencies of certain head office
costs relating to the Shared Services function. These costs include a
significant portion of the total operating costs which are now centrally
managed.
The Board does not review the assets and liabilities of the Group on a
segmental basis. A segmental breakdown of assets and liabilities is therefore
not disclosed.
Business & Corporate Consumer & Lifestyle Health & Wellness Property Sports & Entertainment Technology MISSION Advantage & Central Total
Year to 31 December 2025 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
Continuing operations 72,972 24,105 3,520 35,207 25,774 - - 161,578
Discontinued operations 525 4 - - - - - 529
Total Group 73,497 24,109 3,520 35,207 25,774 - - 162,107
Operating income
Continuing operations 22,041 18,186 3,056 16,090 9,106 - - 68,479
Discontinued operations 246 112 - - - - - 358
Total Group 22,287 18,298 3,056 16,090 9,106 - - 68,837
Headline operating profit / (loss)
Continuing operations 2,266 (197) 360 2,485 1,679 - (1,526) 5,067
Discontinued operations (11) 10 - - - - - (1)
Total Group 2,255 (187) 360 2,485 1,679 - (1,526) 5,066
Business & Corporate Consumer & Lifestyle Health & Wellness Property Sports & Entertainment Technology MISSION Advantage & Central Total
(Restated*) (Restated*) (Restated*) (Restated*) (Restated*) (Restated*) (Restated*) (Restated*)
Year to 31 December 2024 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
Continuing operations 66,106 30,508 4,279 33,018 22,038 - - 155,949
Discontinued operations 2,158 523 - - - 31,650 32 34,363
Total Group 68,264 31,031 4,279 33,018 22,038 31,650 32 190,312
Operating income
Continuing operations 23,218 23,263 3,538 15,554 8,460 - 45 74,078
Discontinued operations 1,241 558 - - - 11,769 38 13,606
Total Group 24,459 23,821 3,538 15,554 8,460 11,769 83 87,684
Headline operating profit / (loss)
Continuing operations 3,035 1,585 437 3,537 1,573 - (2,528) 7,639
Discontinued operations 87 20 - - - 1,213 111 1,431
Total Group 3,122 1,605 437 3,537 1,573 1,213 (2,417) 9,070
* In 2025, following the simplification and reorganisation of the Group into
key pillars that reflect the industries in which they operate, the management
structure of the agencies in the Group has changed, as has the grouping of the
agencies applied by the Board when monitoring performance. Agencies and
Advantage services have been reallocated between segments in these figures to
reflect this new structure. 2024 results have also been restated to reflect
the new structure so that the figures are comparable.
As contracts typically have an original expected duration of less than one
year, the full amount of the accrued income balance at the beginning of the
year is recognised in revenue during the year. The vast majority of turnover
is recognised over time.
Geographical segmentation
The following table provides an analysis of the Group's operating income by
region of activity:
Year to 31 Year to 31
December December
2025 2024
£'000 £'000
UK 67,610 77,345
USA - 7,551
Asia 1,227 2,609
Rest of Europe - 179
68,837 87,684
3. Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from
the reported figures, provide a better understanding of the underlying trading
of the Group.
Year ended Year ended
31 December 31 December
2025 2024
PBT PAT PBT PAT
£'000 £'000 £'000 £'000
From continuing and discontinued operations
Headline profit 2,979 1,944 6,243 3,570
Goodwill, intangible and right of use assets impairment (15,728) (15,728) - -
(Loss) / profit on sale of subsidiary (Note 17.2) (959) (959) (209) 343
Start-up costs (348) (348) (458) (390)
Acquisition and disposal related items (Note 4) (2,369) (2,224) (2,090) (1,831)
Restructuring costs (1,918) (1,438) (243) (243)
Bank refinancing and equity raise costs - - (332) (249)
Impairment of Destination CMS (Note 12) (357) (357) - -
Other Destination CMS related assets impaired (55) (55) - -
Reported (loss) / profit (18,755) (19,165) 2,911 1,200
From continuing operations
Headline profit 2,980 1,944 4,847 3,485
Goodwill, intangible and right of use assets impairment (15,728) (15,728) - -
Start-up costs (348) (348) (458) (390)
Acquisition and disposal related items (Note 4) (549) (421) (2,090) (1,831)
Restructuring costs (1,918) (1,438) - -
Bank refinancing and equity raise costs - - (332) (249)
Impairment of Destination CMS (Note 12) (357) (357) - -
Other Destination CMS related assets impaired (55) (55) - -
Reported (loss) / profit (15,975) (16,403) 1,967 1,015
From discontinued operations
Headline (loss) / profit (1) - 1,396 85
Acquisition and disposal related items (Note 4) (1,820) (1,803) - -
Restructuring costs - - (243) (243)
(Loss) / profit on sale of subsidiary (Note 17.2) (959) (959) (209) 343
Reported (loss) / profit (2,780) (2,762) 944 185
In 2025, goodwill, intangible and right of use assets impairment costs relate
to the impairment of the Bray Leino Group and the Solaris Group goodwill (see
Note 10), and the impairment of the Balloon Dog and RJW trade names, following
a review of the valuation of these cash generating units and assets. Also
included are impairment charges on certain leased property in the Bray Leino
Group which will no longer be fully utilised following the restructuring and
consolidation of various business units.
Start-up costs derive from organically started businesses or loss-making
businesses acquired and comprise the trading losses of such entities until the
earlier of two years from commencement or when they show evidence of becoming
sustainably profitable. Start-up costs in 2024 consisted of costs relating to
the launch of Turbine and the launch of the US and Saudi offices of the
Influence business. Start-up costs in 2025 consist of further costs relating
to the launch of the US and Saudi offices of the Influence business.
Restructuring costs in 2024 comprised costs of closing down the BLS China
office. In 2025,
restructuring costs consist largely of redundancy, PILON and TUPE related
costs associated with restructuring and right sizing of various business
units, including the consolidation of the Group into fewer operating units, as
described elsewhere in this report.
Bank refinancing and equity raise costs in 2024 consisted of fees from various
consulting and legal firms used to assist and advise the bank in the
refinancing process and other related costs associated with this process,
accelerated bank debt arrangement fees (see Note 5) and fees from various
consulting and legal firms advising and assisting in the Board's consideration
of an equity issue.
4. Acquisition and Disposal Adjustments
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Movement in fair value of contingent consideration on acquisitions (7) (751)
Movement in fair value of consideration on disposals (1,752) (213)
Amortisation of other intangibles recognised on acquisitions (452) (685)
Acquisition and disposal transaction costs expensed (158) (441)
(2,369) (2,090)
The movement in fair value of contingent consideration on acquisitions relates
to a net upward (2024: upward) revision in the estimate payable to vendors of
businesses acquired. This upward revision is driven by improved performance by
the recent acquisitions. The movement in fair value of consideration on
disposals relates to a net downward (2024: downward) revision in the estimate
receivable from the sale of April Six (2024: Pathfindr). Acquisition and
disposal transaction costs relate to professional fees in connection with
disposals and acquisitions made or contemplated, including reverse
acquisitions.
5. Net Finance Costs
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Net interest on bank, overdrafts, and deposits (1,143) (2,020)
Amortisation of bank debt arrangement fees (174) (44)
Interest expense on lease liabilities (807) (843)
Headline net finance costs (2,124) (2,907)
Accelerated amortisation of debt arrangement fees (Note 3)
- (90)
Net Finance Costs (2,124) (2,997)
The decrease in net interest on bank loans, overdrafts and deposits in the
period is driven primarily by the reduced level of bank debt following the
implementation in 2024 of the Group's value restoration plan to deleverage and
restore strength to the balance sheet, which included the sale of April Six.
The increase in amortisation of bank debt arrangement fees is as a result of
the Group agreeing a new revolving credit facility on 21 March 2025 and
expensing all unamortised arrangement fees relating to the previous credit
agreement.
In 2024, following the reduction in full year profit expectations announced to
the market in 2023, the Group agreed a new revolving credit facility on 27
March 2024 and incurred additional bank debt arrangement fees which were being
amortised over the period of the new facility. In addition, the remaining
unamortised bank debt arrangement fees relating to the replaced facility were
fully written off during 2024. These additional bank debt arrangement fees,
over and above what would have been amortised had the Group not refinanced,
were classified as a headline adjustment.
6. Profit Before Taxation
Profit or loss on ordinary activities before taxation is stated after charging
/ (crediting):
Profit or loss on ordinary activities before taxation is stated after charging
/ (crediting):
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Depreciation of owned tangible fixed assets 910 1,067
Depreciation expense on right of use assets 2,403 2,513
Amortisation of intangible assets recognised on acquisitions 452 685
Amortisation of other intangible assets 193 286
Expense relating to short term leases - 86
Expense relating to low value leases 16 27
Income from subleasing right of use assets (348) (95)
Staff costs 51,717 60,238
Bad debts and net movement in provision for bad debts 142 187
Auditors' remuneration 191 420
Loss / (Profit) on foreign exchange 215 (208)
Auditors' remuneration may be analysed by:
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Audit of Group's annual report and financial statements 71 71
Audit of subsidiaries 112 168
Audit related assurance services 8 7
Corporate finance - 174
191 420
Auditors' remuneration may be analysed by:
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Audit of Group's annual report and financial statements 71 71
Audit of subsidiaries 112 168
Audit related assurance services 8 7
Corporate finance - 174
191 420
7. Taxation
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Current tax:
UK corporation tax 412 522
Adjustment for prior periods 21 91
Foreign tax on profits of the period 4 1,225
437 1,838
Deferred tax:
Current year originating temporary differences (27) (127)
Tax charge for the year 410 1,711
Factors Affecting the Tax Charge for the Current Year:
The tax assessed for the year is higher (2024: higher) than the standard rate
of corporation tax in the UK. The differences are:
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
(Loss) / profit before taxation (18,755) 2,911
Profit on ordinary activities before tax at the standard rate of corporation (4,689) 728
tax of 25.00% (2024: 25.00%)
Effect of:
Non-deductible expenses / income not taxable 5,029 331
Differences in overseas tax rates 61 682
Adjustments in respect of prior periods 21 91
Other differences (12) (121)
Actual tax charge for the year 410 1,711
8. Dividends
Year to Year to
31 December 2025 31 December 2024
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Interim dividend of nil (2024: nil) per share - -
Final dividend of nil (2024: nil) per share - -
- -
The Board has made the decision to pause further dividend payments until
balance sheet strength is restored.
9. Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the
following data, determined in accordance with the provisions of IAS 33:
Earnings Per Share.
Year to Year to
31 December 31 December
2025 2024
£'000 £'000
Earnings
Reported (loss) / profit for the year
From continuing and discontinued operations
Attributable to:
Equity holders of the parent (19,282) 1,053
Non-controlling interests 117 147
(19,165) 1,200
From continuing operations
Attributable to:
Equity holders of the parent (16,523) 889
Non-controlling interests 120 126
(16,403) 1,015
From discontinued operations
Attributable to:
Equity holders of the parent (2,759) 164
Non-controlling interests (3) 21
(2,762) 185
Headline earnings (Note 3)
From continuing and discontinued operations
Attributable to:
Equity holders of the parent 1,827 3,423
Non-controlling interests 117 147
1,944 3,570
From continuing operations
Attributable to:
Equity holders of the parent 1,824 3,359
Non-controlling interests 120 126
1,944 3,485
From discontinued operations
Attributable to:
Equity holders of the parent 3 64
Non-controlling interests (3) 21
- 85
Number of shares
Weighted average number of Ordinary shares for the purpose of basic earnings
per share
90,680,983 91,140,375
Dilutive effect of securities:
Employee share options 234,192 242,121
Weighted average number of Ordinary shares for the purpose of diluted earnings
per share
90,915,175 91,382,496
Reported basis
From continuing and discontinued operations
Basic earnings per share (pence) (21.3) 1.2
Diluted earnings per share (pence) (21.3) 1.2
From continuing operations
Basic earnings per share (pence) (18.2) 1.0
Diluted earnings per share (pence) (18.2) 1.0
From discontinued operations
Basic earnings per share (pence) (3.0) 0.2
Diluted earnings per share (pence) (3.0) 0.2
Headline basis:
From continuing and discontinued operations
Basic earnings per share (pence) 2.0 3.8
Diluted earnings per share (pence) 2.0 3.7
From continuing operations
Basic earnings per share (pence) 2.0 3.7
Diluted earnings per share (pence) 2.0 3.7
From discontinued operations
Basic earnings per share (pence) 0.0 0.1
Diluted earnings per share (pence) 0.0 0.1
A reconciliation of the profit after tax on a reported basis and the headline
basis is given in Note 3.
10. Intangible Assets
31 December 31 December
2025 2024
£'000 £'000
Goodwill 62,524 77,752
Other intangible assets 2,103 1,870
64,627 79,622
In accordance with the Group's accounting policies, an annual impairment test
is applied to the carrying value of goodwill. The review performed assesses
whether the carrying value of goodwill is supported by the net present value
of projected cash flows derived from the underlying assets for each
cash-generating unit ("CGU"), discounted using an appropriate discount rate.
The initial projection period of three years includes the annual budget for
each CGU, based on insight into Clients' planned marketing expenditure and
targets for net new business growth derived from historical experience, and
extrapolations of the budget in subsequent years based on known factors and
estimated trends. The key assumptions used by each CGU concern revenue growth
and staffing levels, and different assumptions are made by different CGUs
based on their individual circumstances. These assumptions are arrived at
after considering factors such as historical client spend and levels of client
retention, client wins secured and historical ratios of staff costs to
revenue. Beyond this initial projection period, a generic long term growth
rate of 2.0% is assumed for all units based on information published by market
analysts. The resulting pre-tax cash flow forecasts were discounted using the
Group's estimated pre-tax Weighted Average Cost of Capital ("WACC"), which is
10.5% (2024: 8.3%).
As a result of the performance of the operations making up the Bray Leino and
the Solaris Groups, and having calculated the net present value of projected
cash flows derived from these operations using forecasts which were sensitised
for levels of new business, based on historic performance of achieving such
forecasts, along with expected cost savings, the Directors considered it
prudent to impair £14,872,000 of goodwill relating to these CGUs. No other
impairments in goodwill were required.
Due to the nature of the calculations, which record the operations at their
forecast recoverable amounts (using the assumptions set out above), any
adverse movement in the assumptions used results in further impairment to
goodwill of the Bray Leino and Solaris Groups. Nevertheless, management has
considered other scenarios and sensitivities. A 1% increase in the discount
rate would result in an additional impairment of £5.2m; a 10% reduction to
forecasted performance would result in an additional impairment of £4.9m; a
nil long term growth rate would result in an additional impairment of £7.4m;
and no growth in years 2027, 2028 and 2029 would result in an additional
impairment of £2.4m. All of these impairments would be to the Bray Leino and
Solaris Groups. None of the scenarios and sensitivities would result in any
impairment to the other CGUs.
11. Right of Use Assets
The Group leases several assets including property, office equipment, computer
equipment and motor vehicles.
Property Office equipment, computer equipment and motor vehicles Total
£'000 £'000 £'000
Cost
At 1 January 2024 22,884 2,408 25,292
Additions 181 417 598
Disposals (1,430) (769) (2,199)
At 31 December 2024 21,635 2,056 23,691
Additions 472 536 1,008
Disposals (1,127) (561) (1,688)
At 31 December 2025 20,980 2,031 23,011
Depreciation
At 1 January 2024 6,883 1,977 8,860
Charge for the year 2,200 313 2,513
Disposals (1,407) (769) (2,176)
At 31 December 2024 7,676 1,521 9,197
Impairment during the year 559 - 559
Charge for the year 2,077 326 2,403
Disposals (1,127) (541) (1,668)
At 31 December 2025 9,185 1,306 10,491
Net book value at 31 December 2025 11,795 725 12,520
Net book value at 31 December 2024 13,959 535 14,494
12. Investments, Associates and Joint Ventures
Year to Year to
31 December 31 December
2025 2024
£'000 £'000
At 1 January 667 587
Impairment during the year (369) -
Profit during the year 37 80
At 31 December 335 667
During the year, the value of the associate, representing the Group's 50%
share of Destination CMS, was impaired by £357,000 down to its fair value,
being the Group's share of its net assets. In addition, the investment in Heat
Genius amounting to £12,000 was written off in full.
13. Trade and Other Receivables
31 December 2025 31 December 2024
£'000 £'000
Trade receivables 20,101 21,119
Accrued income 19,689 16,050
Prepayments 3,783 4,208
Other receivables 1,613 3,001
45,186 44,378
An allowance has been made for estimated irrecoverable amounts from the
provision of services of £119,000 (2024: £137,000).
The estimated irrecoverable amount is arrived at by considering the historical
loss rate and adjusting for current expectations, Client base and economic
conditions. Both historical losses and expected future losses being very low,
the Directors consider it appropriate to apply a single average rate for
expected credit losses to the overall population of trade receivables and
accrued income. Accrued income relates to unbilled work in progress and has
substantially the same risk characteristics as the trade receivables for the
same types of contracts. The Directors consider that the carrying amount of
trade and other receivables approximates their fair value.
31 December 2025 31 December 2024
£'000 £'000
Gross trade receivables 20,220 21,256
Gross accrued income 19,689 16,050
Total trade receivables and accrued income 39,909 37,306
Expected loss rate 0.3% 0.4%
Provision for doubtful debts 119 137
Trade receivables include £5.1m (2024: £5.0m) that is past due but not
impaired, of which £0.3m (2024: £0.5m) is greater than 3 months past due.
14. Trade and Other Payables
31 December 2025 31 December 2024
£'000 £'000
Trade creditors 14,419 11,861
Deferred income 5,806 4,937
Other creditors and accruals 14,881 12,779
Other tax and social security payable 6,480 4,035
Lease liabilities (Note 16) 2,285 2,352
43,871 35,964
Accruals have increased this year largely as a result of activity in our
Events business, more specifically the Osaka Expo which was completed shortly
before year end. Media accruals are also higher this year than last.
15. Bank Overdrafts, Loans and Net Bank Debt
31 December 2025 31 December 2024
£'000 £'000
Bank loan outstanding 15,000 20,015
Unamortised bank debt arrangement fees (107) (132)
Carrying value of loan outstanding 14,893 19,883
Less: Cash and short term deposits (5,923) (10,385)
Net bank debt 8,970 9,498
The borrowings are repayable as follows:
Less than one year - 11
In one to two years - 20,004
In two to three years 15,000 -
15,000 20,015
Unamortised bank debt arrangement fees (107) (132)
14,893 19,883
Less: Amount due for settlement within 12 months (shown under current
liabilities)
- (11)
Amount due for settlement after 12 months 14,893 19,872
Bank debt arrangement fees, where they can be amortised over the life of the
loan facility, are included in finance costs. The unamortised portion is
reported as a reduction in bank loans outstanding.
At 31 December 2025, the Group's committed bank facilities comprised a
revolving credit facility of £15.0m, expiring on 21 March 2028, with an
option, upon obtaining lender approval, to increase the facility by £5m. In
addition, there is an option to extend the facility by one year, and a further
option to extend it by another year, subject to credit approval. Interest on
the facility is based on SONIA (sterling overnight index average) plus a
margin of between 1.75% and 2.25% depending on the Group's debt leverage
ratio, payable in cash on loan rollover dates.
In addition to its committed facilities, the Group has available an overdraft
facility of up to £3.0m with interest payable by reference to National
Westminster Bank plc Base Rate plus 2.25%.
At 31 December 2025, there was a cross guarantee structure in place with the
Group's bankers by means of a fixed and floating charge over all of the assets
of the Group companies in favour of National Westminster Bank plc.
All borrowings are in sterling.
16. Lease Liabilities
Obligations under leases are due as follows:
31 December 2025 31 December 2024
£'000 £'000
In one year or less (shown in trade and other payables) 2,285 2,352
In more than one year 12,722 14,041
15,007 16,393
17. Acquisitions and Disposals
17.1 Acquisition Obligations
The terms of an acquisition provide that the value of the purchase
consideration, which may be payable in cash or shares at a future date,
depends on uncertain future events such as the future performance of the
acquired company. The Directors estimate that the liability for contingent
consideration payments is as follows:
31 December 2025 31 December 2024
Cash Shares Total Cash Shares Total
£'000 £'000 £'000 £'000 £'000 £'000
1,396 22 1,418 3,396 24 3,420
Less than one year
Between one and two years - - - 1,239 - 1,239
1,396 22 1,418 4,635 24 4,659
A reconciliation of acquisition obligations during the period is as follows:
Cash Shares Total
£'000 £'000 £'000
At 31 December 2024 4,635 24 4,659
Obligations settled in the period (3,248) - (3,248)
Adjustments to estimates of obligations 9 (2) 7
At 31 December 2025 1,396 22 1,418
17.2 Sale of Bray Leino Splash Pte. Ltd and its subsidiaries
On 31 March 2025, as part of the Group's restructuring and simplification
plan, the Group disposed of the entire issued share capital of Bray Leino
Splash Pte. Ltd and its subsidiaries (together referred to as "Splash"). The
fair value of the consideration for the disposal was £112,707 comprising
upfront cash consideration.
The consideration, assets disposed of and costs of disposal were as follows:
£'000
Upfront cash consideration received 113
Total consideration 113
Net assets disposed of:
Fixed assets 9
Trade and other receivables 549
Corporation tax asset 84
Cash 367
Trade and other payables (466)
543
Splash trade name 286
Goodwill of Splash 356
Total net assets disposed of 1,185
Minority shareholders share of net assets (43)
Group's share net assets disposed of 1,142
Disposal and related costs -
Total cost of disposal 1,142
Loss on sale of Splash prior to realisation of foreign currency translation 1,029
reserve
Realisation of foreign currency translation reserve*
(70)
Total loss on sale of Splash 959
* Cumulative translation differences previously held in equity and recycled to
the income statement on disposal of foreign operations.
18. Share Capital
31 December 2025 31 December 2024
£'000 £'000
Allotted and called up:
92,238,119 Ordinary shares of 10p each (2024: 92,238,119 Ordinary shares of 9,224 9,224
10p each)
Share-based incentives
The Group has the following share-based incentives in issue:
At start of year Granted/ Waived/ At end of year
acquired lapsed Exercised
TMMG Long Term Incentive Plan 234,192 - - - 234,192
Growth Share Scheme 2,621,234 - (2,621,234) - -
The TMMG Long Term Incentive Plan ("LTIP") was created to incentivise senior
employees across the Group. Nil-cost options are awarded at the discretion of,
and vest based on criteria established by, the Remuneration Committee. During
the year, no options were exercised at and at the end of the year 234,192 of
the outstanding options are exercisable.
Shares held in an Employee Benefit Trust (see Note 19) will be used to satisfy
share options exercised under the Long Term Incentive Plan.
A Growth Share Scheme was implemented in June 2021. Participants in the scheme
subscribed for Ordinary B shares in The Mission Marketing Holdings Limited
(the "growth shares") at a nominal value. If the share price of The Mission
Group plc equalled or exceeded 150p for at least 15 consecutive days during
the period ending on the date the Group's financial results for the year ended
31st December 2023 were announced, these growth shares could be exchanged for
an equivalent number of Ordinary Shares in The Mission Group plc. If not, they
have no value. The share price did not equal or exceed 150p for the required
period and therefore these growth shares cannot be exchanged for an equivalent
number of Ordinary Shares in The Mission Group plc and therefore have no
value. The Mission Group plc has the right to purchase the growth shares from
each participant in the scheme for £1 in aggregate. This purchase of the
Ordinary B shares by The Mission Group plc will be completed in 2026.
19. Own Shares
No. of shares £'000
At 1 January 2024 1,397,221 942
Awarded or sold during the year (1,074,217) (751)
At 31 December 2024 323,004 191
Purchased during the year 1,317,000 388
At 31 December 2025 1,640,004 579
During the year 1,317,000 shares were purchased under a share buyback program.
In addition to these shares 323,004 (2024: 323,004) shares are held in an
Employee Benefit Trust to meet certain requirements of the Long Term Incentive
Plan. Shares can also be used to settle outstanding acquisition consideration.
20. Post Balance Sheet Events
In February 2026, the Group announced and put in place a new senior management
retention and incentive scheme, in the form of a Growth Share Scheme
Arrangement. Under the Scheme, selected individuals were awarded, in total,
10,000,000 B ordinary shares in The Mission Marketing Holdings Limited. If at
any time in the period between the issuing of the shares in February 2026 and
the date the MISSION's financial results for the year ended 31st December
2028 are announced, the closing share price of The Mission Group plc equals
or exceeds 35p per share for fifteen consecutive days when the AIM market is
open for business, the vesting condition is met. If the vesting condition is
met, those individuals who still hold B Shares at the relevant time will be
entitled to require MISSION to acquire their B Shares. MISSION, in its
absolute discretion, can determine to pay for the B Shares in cash (calculated
on the basis of a price per B Share equal to the share price of The Mission
Group plc Ordinary Share at that time) , in Ordinary Shares of 10p each in The
Mission Group plc (calculated on the basis of one Ordinary Share for each B
Share) or in a combination of Ordinary Shares and cash. The B Shares have no
value if the Vesting Condition is not met.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Mission
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