REG-Next 15 Group plc Final Results
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Final Results
7 May 2026
Next 15 Group plc
(“Next 15” or the “Group”)
Results for the year ended 31 January 2026
Decisive action stabilises performance and resets Next 15 for growth.
Simplified, higher-quality portfolio delivering early FY27 progress.
Next 15 Group plc (AIM:NFG) today announces its final results for the year
ended 31 January 2026.
Financial results for the year to 31 January 2026
Year ended Year ended % change year on year
31 January 2026
31 January 2025(1)
£m
£m
Adjusted results(2)
Net revenue 448.8 479.2 (6.3)%
Adjusted operating profit 67.6 74.0 (8.6)%
Adjusted operating profit margin 15.1% 15.4%
Adjusted profit before tax 63.4 68.0 (6.8)%
Adjusted diluted earnings per share 44.4p 47.5p (6.5)%
Net debt 35.6 38.4 (7.3)%
Statutory results
Net cash generated from operations 63.3 96.1 (34.2)%
Revenue 617.3 639.2 (3.4)%
Operating (loss)/profit (0.1) 28.2
(Loss)/profit before tax (13.4) 34.1
Diluted (loss)/earnings per share (15.2)p 19.8p
Total dividend per share 15.35p 15.35p
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation, as previously announced.
(2)Adjusted results have been presented to provide additional information that
may be useful to shareholders to understand the performance of the Group by
facilitating comparability both year on year and with industry peers. Adjusted
results are reconciled to statutory results within the appendix.
Financial highlights
* Encouraging performance in FY26, with results delivered in line with
expectations despite a challenging macroeconomic environment and a period of
significant structural change.
* Net revenue was £448.8m, representing a like-for-like decline of 4.3%.
* Continued strong growth in Digital Transformation (41.8%) and Retail Media
(8.2%) drove Track 1 revenue growth of 4%.
* Declines in revenue from both our technology clients and our creative
production revenue, driven by cautionary spending as a result of macroeconomic
uncertainty.
* Adjusted operating profit was £67.6m (FY25: £74.0m), reflecting disciplined
cost management and the early benefits of simplification.
* Operating margins protected at 15.1% (FY25: 15.4%).
* Statutory loss before tax of £13.4m (FY25: profit of £34.1m), principally
due to Mach49 costs and impairments.
* Significant improvement in cash performance, with a working capital inflow of
£43.8m (FY25: £7.0m outflow).
* Net debt reduced to £35.6m (FY25: £38.4m), with leverage remaining low at
0.4x adjusted EBITDA.
* Final dividend unchanged at 10.6p per share, giving a total dividend of 15.35p
for the year.
Operational highlights
* Decisive action to simplify the Group, restore operating discipline and
protect margins.
* The portfolio has been reduced from 22 businesses to 11, with the disposal of
non-core assets and the integration of overlapping capabilities.
* Headcount reduced from 3,992 to 3,350 (16%).
* The integration of Savanta and Plinc, and House 337 and elvis was completed,
and Pretzl, a new consolidated B2B marketing business, launched.
* Mach49 has been fully wound down and is now reported as a discontinued
operation. Mach49 arbitration ongoing.
* A new ‘unified but not uniform’ operating model has been implemented,
improving coordination across the Group while maintaining entrepreneurial
autonomy.
* These actions have materially reduced complexity, removed £11m of cost in
FY26 with an approximate £26m total annualised saving, enabled sharper focus
on higher-quality, data and technology-led businesses.
Commenting on the results, Sam Knights said:
“FY26 has been a challenging year for Next 15, reflecting both legacy issues
and a difficult external environment and I would like to thank all my
colleagues for their commitment and the dedication they have shown during the
year.
We have acted decisively to address those issues, simplify the business and
redefine control. We have reduced the portfolio from 22 businesses to 11,
removed £11m of cost, strengthened working capital discipline and brought
greater clarity to the Group’s direction.
The business is now simpler and more focused. Our Track 1 portfolio - SMG,
Transform, Savanta, Pretzl, M Booth and M Booth Health - operate in
structurally growing markets and delivered impressive like-for-like revenue
growth of 4% and profit growth of 7%, demonstrating the quality of the
Group’s core and strategy in action.
We are repositioning Next 15 as a more focused, data and AI-led growth
platform, with increasing integration across our core businesses and early
commercial applications already delivering client impact.
As a result, performance has stabilised. We have delivered results in line
with expectations, protected our margins at 15.1% despite lower revenue, and
significantly improved working capital.
We are working to resolve the legacy issues on Mach 49 which continue to cause
some uncertainty. We continue to maintain a robust defence, and we believe we
have a strong legal case.
Looking forward, our priorities are clear – resolving this legacy issue,
continuing the process of simplification at pace and returning Next 15 to
organic growth. Early trading in FY27 is encouraging, with improving activity
in Digital Transformation and Retail Media, and benefits from simplification
beginning to translate into growth including Transform’s largest ever client
win secured in FY26, a highlight of many client wins across the business in
the last 6 months.
The next phase is delivery - converting a simpler, higher-quality business
into sustained growth and improved returns.”
Trading
The Group delivered financial performance in FY26 in line with expectations
despite a challenging macro environment and a period of significant structural
change. Net revenue was £448.8m and adjusted operating profit £67.6m, with
margins proving resilient at 15.1%, reflecting disciplined cost management and
the early benefits of simplification.
Alongside this, we have taken decisive action to reset the business. We have
materially simplified the portfolio, reduced complexity and sharpened our
strategic focus through the Track 1 / Track 2 framework, prioritising
higher-quality, data, technology and AI-enabled businesses. This has been
supported by cost actions and improved working capital discipline, resulting
in a more controlled and resilient operating model.
The continued expansion of our Retail Media and Digital Transformation
segments drove a meaningful shift in our client industry mix: Retail and FMCG
is now our largest industry sector, Government our fastest-growing, whilst
Technology, historically our largest, has become our second-largest sector.
This diversification underpins a more balanced, resilient revenue base and is
expected to continue as we invest in our highest-growth businesses.
Despite a challenging revenue environment in certain end markets, disciplined
cost management enabled the Group to protect our adjusted operating margin at
15.1% (FY25: 15.4%). Restructuring initiatives delivered a reduction of
approximately 375 roles during the year, generating total annualised savings
of approximately £26m, of which approximately £11m was realised in the year.
The balance sheet remains robust, and leverage remains low with Net
Debt/Adjusted EBITDA at 0.4x (against a covenant limit of 2.5x). We
experienced a significant net working capital inflow of £43.8m compared to an
outflow £7.0m in the prior year. Approximately half of this inflow reflects
disciplined working capital management across the Group, with the remaining
relating to the Mach49 wind down and ongoing litigation.
Ongoing Mach49 arbitration
As announced on 25 June 2025, the Group became aware of potential serious
misconduct concerning the Mach49 business which has been reported to the
relevant law enforcement agencies. As a result, no further payments have been
made to Mach49’s selling shareholder under the earnout agreement in
connection with Next15’s acquisition of Mach49. Our assessment of the
strength of our legal position remains unchanged. Confidential arbitration
proceedings with the former members of Mach49 in relation to material claims
which include the remaining earnout payments are ongoing. The Mach49 business
was fully discontinued by 31 January 2026, and was loss making during the
year. The Company maintains its position regarding the non-payment of the
remaining earnout and has counterclaimed for previously paid earnout payments.
As a result of this ongoing matter, the balance sheet includes total
contingent consideration of £68.9m, which, even in a reasonable worst case
trading scenario, and after taking necessary mitigating cost reduction
actions, the Company has sufficient liquidity available to settle. However,
the outcome of the arbitration, which is expected to be known within the next
12 months, is inherently difficult to predict. The Board cannot entirely
exclude the possibility of a material adverse financial outcome which could
exceed the current forecast liquidity in the longer term. As a result, and
arising solely as a consequence of the uncertainty of the outcome of the
arbitration, the directors have concluded that there is a material uncertainty
related to events or conditions that may cast significant doubt on the
group’s and company’s ability to continue as a going concern.
However, in the event of a material adverse financial outcome, the Company has
a number of legal and commercial courses of action available which it would
consider to protect its long-term financial position, as appropriate at the
time. In this regard, the Group's financial position remains strong.
Final dividend
The Board remains confident in the underlying health of the business, both in
the short term and the long term, and is therefore recommending the payment of
a final dividend for the year ended 31 January 2026 of 10.6p per share,
representing a total dividend of 15.35p for the year, unchanged from the 2025
financial year.
Outlook
Early trading in FY27 shows positive signs of progress. We are seeing
improving activity in key growth areas, particularly Digital Transformation,
where Transform has won its largest ever client contract and continues to
accelerate, alongside early benefits from simplification and a more focused
investment approach. Whilst it is still early in the financial year, the Board
expects to deliver like-for-like growth in revenue and operating profit and to
meet market expectations for the full year. We have not, at this stage,
experienced any material adverse impact on our operations from the ongoing
Middle East conflict.
Our focus is now on execution - growing our core Track 1 businesses, continue
embedding AI capabilities across the portfolio and converting the benefits of
simplification into sustained financial performance.
Webcast for analysts and investors
Next 15 will host an analyst and investor webcast at 9:30 today (UK time),
Thursday 7 May 2026.
To access the webcast, please contact next15@mhpgroup.com
(mailto:next15@mhpgroup.com)
For further information contact:
Next 15 Group plc (via MHP)
Sam Knights, Chief Executive Officer
Mickey Kalifa, Chief Financial Officer
Deutsche Numis (Nomad & Joint Broker)
Mark Lander, Hugo Rubinstein
+44 (0)20 7260 1000
Berenberg (Joint Broker)
Ben Wright, Mark Whitmore, Richard Andrews
+44 (0)20 3207 7800
MHP (Investor Relations)
Oliver Hughes, Eleni Menikou, Lucy Gibbs
Next15@mhpgroup.com
(mailto:Next15@mhpgroup.com)
+44 (0)7885 224 532 / +44 (0)7701 308 818
Notes:
Net revenue
Net revenue is calculated as revenue less direct costs as shown on the
Consolidated Income Statement.
Organic net revenue growth
Organic net revenue growth is defined as like-for-like (lfl) net revenue
growth at constant currency excluding the impact of acquisitions and disposals
in the last 12 months. For acquisitions made in the prior year, only the
corresponding months of ownership are included in the calculation of growth.
Net revenue is reconciled to statutory revenue within the appendix and a
reconciliation of the movement in the year is included in the net revenue
bridge on page 7.
Adjusted operating profit margin
Adjusted operating profit margin is calculated based on the adjusted operating
profit as a percentage of net revenue. Adjusted operating profit is reconciled
to statutory results within the appendix.
This announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation.
About Next 15
Next 15 (AIM:NFG) is an AIM-listed Group with operations in Europe, North
America and across Asia Pacific. The Group has long-term customer
relationships with many of the world’s leading companies including Google,
Amazon, Boots, Dow, Microsoft, Dell, American Express and Procter &
Gamble.
During the year, the business introduced five new operating segments aligning
to the Group’s refreshed strategy: Retail Media, Data and Research, Digital
Transformation, Marketing and Communications and Creative Services. These
segments reflect the Group’s business activities and align with the
management of the Group.
At Next 15, success is underpinned by a people-led approach. Our purpose is to
empower our team to deliver data-powered growth, fit for an AI future -
delivering measurable solutions for our clients, nurturing exceptional talent,
and creating lasting value for our shareholders.
Chief Executive’s Officer’s Review
Review of FY26
The Group delivered a robust performance in FY26, with results in line with
market expectations despite a challenging macro environment and a period of
significant structural change. Alongside this, we have taken decisive action
to reset the business. We have materially simplified the portfolio, reduced
complexity and sharpened our strategic focus through the Track 1 / Track 2
framework, prioritising higher-quality, data, technology and AI-enabled
businesses. This has been supported by cost actions and improved working
capital discipline, resulting in a more controlled and resilient operating
model.
Track 1 comprises SMG, Transform, Savanta, Pretzl, M Booth and M Booth Health,
businesses that collectively generated revenues of £273.4m in FY26 and are
positioned in some of the industry’s fastest-growing markets, including
Retail Media, Data, Insights & Analytics and Digital Transformation. These
businesses grew revenues by 3.9% LFL to £273.4m (FY25: £259.9m) and adjusted
operating profit by 7.2% to £50.4m (FY25: £47.0m), demonstrating the quality
and growth potential of the core portfolio.
Track 2 comprises Activate, Brandwidth, elvis, Marker and MHP. These
businesses generated revenues of £160.9m (FY25: £191.4m) and an adjusted
operating profit of £32.4m (FY25: £43.3m).
The Group reported adjusted operating profit of £67.6m (FY25: £74.0m), with
margins protected at 15.1% (FY25: 15.4%), reflecting disciplined cost
management and the early benefits of simplification. Adjusted diluted earnings
per share has reduced by 6.5% to 44.4p for the year to 31 January 2026,
compared with 47.5p achieved in the prior year, as a result of the reduced
profitability on an adjusted basis. Statutory operating loss was £0.1m (FY25:
profit of £28.2m), principally due to the Mach49 costs and loss on disposals.
As a result of this lower statutory profit, diluted loss per share reduced to
15.2p (FY25: earnings per share of 19.8p).
Simplification Strategy
We are progressing the time-boxed portfolio review process outlined at the
Capital Markets Day, with active work underway across relevant businesses. The
Group made significant progress with its simplification programme during the
period, reducing its portfolio from 22 to 11 businesses. Bynd, Palladium, BCA
and Blueshirt were sold during the year for estimated total consideration of
£7.5m, resulting in an aggregate net loss on disposal of £3.2m. £2.9m of
the final consideration payable is contingent upon the FY26 performance of
these businesses, which remains to be determined. The Group also integrated a
number of business units including combining Savanta and Plinc into a single
data and insights business, alongside combining House 337 and elvis into one
creative agency, as well as launching Pretzl, our new B2B marketing business
bringing together four existing brands; Agent3, Publitek, Velocity and
Twogether. The Group also completed the winding-down of the operations of
Mach49, which has been reported as a discontinued operation.
Returns to shareholders
Our priorities are to maintain a strong, low-leverage balance sheet and to
invest selectively in long-term organic growth. Excess cash will be returned
to shareholders through regular dividends. Where surplus capital remains, it
will be deployed through additional shareholder returns or targeted bolt-on
acquisitions that strengthen key business areas.
The Board is recommending the payment of a final dividend for the year ended
31 January 2026 of 10.6p per share, which would represent a total dividend of
15.35p for the year.
Review of Adjusted Results to 31 January 2026
To assist shareholders’ understanding of the performance of the business,
the following commentary is focused on the adjusted performance for the 12
months to 31 January 2026, compared with the 12 months to 31 January 2025. The
Directors believe these adjusted measures provide a more meaningful view of
the Group’s underlying trading performance than statutory measures alone.
They also give shareholders more information to allow for like-for-like,
year-on-year comparisons and more closely correlate with the cash and working
capital position of the Group. These measures:
* Reflect how management monitors the business
* Align with how shareholders and analysts value the Group
* Enable clearer year-on-year comparisons
* Correlate more closely with cash generation and working capital dynamics.
ADJUSTED RESULTS(2) Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Net revenue 448,828 479,151
Operating profit 67,637 74,002
Operating profit margin 15.1% 15.4%
Net finance expense (4,282) (6,001)
Profit before income tax 63,355 68,001
Effective tax rate on adjusted profit 24.7% 25.0%
Diluted adjusted earnings per share 44.4p 47.5p
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Adjusted results have been presented to provide additional information that
may be useful to shareholders to understand the performance of the business by
facilitating comparability both year on year and with industry peers. Adjusted
results are reconciled to statutory results below and within the appendix.
Adjusted operating profit decreased by 8.6% to £67.6m (FY25: £74.0m) whereas
statutory operating (loss)/profit decreased to a loss of £0.1m (FY25: profit
of £28.2m), principally due to the Mach49 costs, impairments and loss on
disposals. The Group reported a statutory loss before tax of £13.4m (FY25:
profit of £34.1m). The year-on-year change is driven by the movement in fair
value of other financial liabilities relating to earnout liabilities
principally Mach49, as well as the other adjusting items referred to below.
The adjusted effective tax rate on the Group’s adjusted profit for the year
to 31 January 2026 was 24.7% (FY25: 25.0%), largely due to the impact of the
differing rates of taxation related to overseas profits. Adjusted diluted
earnings per share has reduced by 6.5% to 44.4p for the year to 31 January
2026, compared with 47.5p achieved in the prior year, as a result of the
reduced profitability on an adjusted basis. Diluted loss per share reduced to
15.2p (FY25: earnings per share of 19.8p), principally reflecting lower
operating profit as a result of the Mach49 related costs.
The Group’s balance sheet remains healthy. Leverage also remains low with
net debt excluding lease liabilities of £35.6m as at 31 January 2026, which
is after cash payments of £35.0m for acquisition related liabilities. We
experienced a significant net working capital inflow of £43.8m compared to a
£7.0m working capital outflow in the prior year. Approximately half of the
inflow was driven by a disciplined focus on the management of working capital
across the Group, with the other half relating to the wind down of Mach49 and
ongoing litigation.
Net revenue bridge
Net Revenue (£’m) Movement %
Year to 31 January 2025 479.2
Disposals (11.3)
Year to 31 January 2025 - adjusted 467.9
Track 1 organic revenue growth(1) 10.2 + 3.9%
Tracks 2 + 3 organic revenue decline(1) (30.3) - 14.6%
Acquisitions 8.6 + 1.9% (FY25: + 3.8%)
Impact of FX (7.6) - 1.6% (FY25: - 1.2%)
Year to 31 January 2026 448.8
(1)The definition of net revenue and explanation of how organic net revenue
growth is calculated is included within the appendix.
Reconciliation between statutory and adjusted profit
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
(Loss)/profit before income tax (13,379) 34,077
Acquisition accounting related costs(2) 27,504 16,231
One-off charges employee incentive schemes 470 175
Costs associated with operational restructuring 10,895 12,385
Intangibles write off 5,049 1,409
Mach49 costs 16,416 -
Investment write off 824 -
Loss on disposals 3,213 -
Deal costs 1,937 600
Goodwill impairment 10,426 3,000
Property impairment - 124
Adjusted profit before income tax(3) 63,355 68,001
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Acquisition accounting related costs includes unwinding of discount and
change in estimate on deferred and contingent consideration and share purchase
obligation payable, employment linked acquisition payments and amortisation of
acquired intangibles.
(3)A full reconciliation and further detail is set out in the appendix.
The adjusted profit measures exclude items that are not reflective of the
Group’s underlying trading in the year. The principal adjustments in the
current year were:
* Acquisition accounting related costs (£27.5m) include employment-related
acquisition payments (£5.2m): Deferred consideration payments that are
contingent on continued employment and therefore treated as remuneration under
IFRS.
* Acquisition accounting related costs also include amortisation of acquired
intangibles (£13.9m): A non-cash charge relating to the amortisation of
customer relationships and other intangibles recognised on historical
acquisitions. The year-on-year reduction reflects the full amortisation of
certain legacy assets.
* Operational restructuring costs (£10.9m): Primarily relates to headcount
reductions and associated severance costs as part of the Group's cost
optimisation programme.
* Intangibles write off of £5.0m relating to the identified customer
relationships recognised on acquisition of Engine Acquisition Limited
allocated to House 337.
* Mach49 costs (£16.4m): Principally legal and adviser fees in connection with
the potential serious misconduct at Mach49, the related arbitration
proceedings and the wind-down of the Mach49 business. Mach49 ceased operations
effective 31 January 2026 and has been reported as a discontinued operation.
* Loss on disposals (£3.2m): Net loss arising from the divestment of Palladium,
Bynd, BCA and Blueshirt.
* Deal costs (£1.9m): Professional fees and other transaction costs associated
with disposals and corporate activity.
* Impairment of £10.4m against the carrying value of goodwill relating to House
337 and elvis.
Segment adjusted performance
Retail Media Data & Research Digital Transformation Marketing & Comms Creative Services Head Office Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year ended 31 January 2026
Net revenue 45,111 50,009 59,136 237,771 56,801 - 448,828
Adjusted operating profit/(loss) 8,226 7,264 8,345 53,777 6,636 (16,611) 67,637
Adjusted operating profit margin(2) 18.2% 14.5% 14.1% 22.6% 11.7% - 15.1%
Organic net revenue growth /(decline) 8.2% (8.5)% 41.8% (7.9)% (18.6)% - (4.3)%
Year ended 31 January 2025(1)
Net revenue 41,721 55,404 36,309 263,757 81,960 - 479,151
Adjusted operating profit/(loss) 10,541 7,009 5,162 58,629 9,980 (17,319) 74,002
Adjusted operating profit margin(2) 25.3% 12.7% 14.2% 22.2% 12.2% - 15.4%
Organic net revenue growth/(decline) 51.5% (9.5)% (18.9)% (3.7)% (12.9)% - (4.0)%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Adjusted operating profit margin is calculated based on the adjusted
operating profit as a percentage of net revenue.
In FY26, the Group introduced five new operating segments aligned to the
Group’s refreshed strategy and the way we manage the business. The following
review presents the performance of each segment for the year ended 31 January
2026.
Retail Media
This segment comprises SMG, the Group’s specialist retail media business.
SMG continued to expand during the year, primarily in the UK market,
delivering total organic net revenue growth of 8.2%. We continued to invest in
developing our US market, which represents a significant growth opportunity.
This investment had a near-term impact on operating margin, which decreased to
18.2% (FY25: 25.3%).
Data & Research
This segment comprises Savanta and Plinc, which are now managed as a single,
integrated business. During the year, we strengthened the leadership team with
the appointment of a new CEO in June 2025 and the combined operation is
already delivering encouraging results, with a focus on embedding AI at the
heart of the business. Total net revenue for the segment decreased by 9.7% to
£50.0m (FY25: £55.4m), whilst adjusted operating profit increased by 3.6% to
£7.3m (FY25: £7.0m). The significant restructuring efforts undertaken during
the year resulted in an improved adjusted operating margin of 14.5% (FY25:
12.7%), providing a stronger foundation for future growth.
Digital Transformation
This segment comprises Transform, our digital, data and AI transformation
consultancy focused on the UK public sector. Transform delivered its most
successful year in its history, with revenues growing by £22.8m to £59.1m
(FY25: £36.3m). The business expanded its footprint across several government
departments, including the Department for Education.
Marketing & Communications
Marketing & Communications is the largest segment in the Group, comprising
Pretzl, M Booth, M Booth Health, Marker, MHP and Activate. Performance across
the segment was mixed. B2B technology-focused agencies faced a challenging
year as clients reduced and deferred marketing spend across the sector. By
contrast, M Booth Health experienced significant growth in the second half of
the year, driven by new client wins including a leading global healthcare
company, with momentum expected to continue into FY27. During the year, we
also launched Pretzl, a new consolidated B2B marketing business bringing
together four existing brands.
Net revenue decreased by 9.9% to £237.8m (FY25: £263.8m), whilst adjusted
operating profit declined by 8.3% to £53.8m (FY25: £58.6m). The adjusted
operating margin improved slightly to 22.6% (FY25: 22.2%), reflecting
disciplined cost management.
Creative Services
This segment comprises House 337/elvis, Brandwidth and the disposed brands.
The creative marketing sector continued to face structural headwinds during
the year, which contributed to a net revenue decrease of 30.7% to £56.8m
(FY25: £82.0m). Adjusted operating profit declined to £6.6m (FY25: £10.0m),
with an adjusted operating margin of 11.7% (FY25: 12.2%).
Regional adjusted performance
UK EMEA US Asia Pacific Head Office Total
£’000 £’000 £’000 £’000 £’000 £’000
Year ended 31 January 2026
Net revenue 252,614 12,266 169,167 14,781 - 448,828
Adjusted operating profit/(loss) 41,912 2,414 37,885 2,037 (16,611) 67,637
Adjusted operating profit margin(2) 16.6% 19.7% 22.4% 13.8% - 15.1%
Organic net revenue (decline)/growth (1.8)% (0.3)% (7.9)% (3.3)% - (4.3)%
Year ended 31 January 2025(1)
Net revenue 254,406 12,037 196,731 15,977 - 479,151
Adjusted operating profit/(loss) 42,126 2,549 44,628 2,018 (17,319) 74,002
Adjusted operating profit margin(2) 16.6% 21.2% 22.7% 12.6% - 15.4%
Organic net revenue (decline)/growth (4.2)% (0.3)% (3.7)% (6.6)% - (4.0)%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Adjusted operating profit margin is calculated based on the adjusted
operating profit as a percentage of net revenue.
In the year to 31 January 2026, total US net revenues declined by 14.0% to
£169.2m (FY25: 196.7m), reflecting organic decline of 7.9%. This was
primarily driven by continued weakness in our B2B technology businesses,
although our B2C agency M Booth and its sister agency M Booth Health delivered
improved performances as the year progressed and confidence returned to their
key client sectors. All US businesses responded to the tougher trading
conditions with disciplined cost management. Adjusted operating profit from
our US businesses decreased by 15.1% to £37.9m (FY25: £44.6m), maintaining a
healthy operating margin of 22.4% (FY25: 22.7%).
The UK businesses delivered a mixed performance, with net revenue decreasing
by 0.7% to £252.6m (FY25: £254.4m). UK organic revenue declined by 1.8%.
Adjusted operating profit was £41.9m, with an adjusted operating margin of
16.6%.
The EMEA business continued to perform relatively well, with net revenue
increasing marginally by 1.9% to £12.3m (FY25: £12.0m), with an adjusted
operating profit of £2.4m, at an adjusted operating margin of 19.7% (FY25:
21.2%).
In the APAC region, net revenue declined by 7.5% to £14.8m (FY25: £16.0m).
Adjusted operating profit increased to £2.0m, with the operating margin
improving to 13.8% (FY25: 12.6%).
Discontinued Operations
During the year, the Group took the decision to wind down the Mach49 business,
which ceased operations effective 31 January 2026. As a result, Mach49 has
been classified as a discontinued operation, and its results are presented
separately from continuing operations in accordance with IFRS 5. Revenues fell
substantially to £10.6m (FY25: £90.5m) contributing to an overall loss
before tax of £20.0m, which includes impairments arising from closure of the
business.
Balance Sheet
The Group’s balance sheet remains robust, with a modest net debt position of
£35.6m as at 31 January 2026 (FY25: £38.4m) and net assets of £131.9m
(FY25: £181.2m). Leverage stood at 0.4x adjusted EBITDA, comfortably within
our target range of 0–1x and providing significant financial flexibility to
support future growth investment, selective M&A and shareholder returns.
Contingent consideration of £68.9m (FY25: £72.7m) includes £63.4m relating
to the remaining earnout payments for Mach49, which is required to be
recognised until such time as the legal proceedings are finally concluded. The
decrease in overall earnout liabilities was driven by settlements of £11.6m
during the year and a £2.9m reduction in estimates reflecting revised trading
assumptions, partially offset by £10.5m unwinding of discount on these
liabilities.
The Group maintains a diversified funding structure to support its operational
and strategic requirements. Our primary source of debt financing is a
revolving credit facility (‘RCF’) of £175m, which was provided by a
consortium of five banks during the year. In August 2025, Barclays replaced
Bank of Ireland as a consortium member.
The £175m RCF is available until December 2027 after which the facility
reduces to £155m for a further year. Since the balance sheet date, the £175m
RCF is provided by a consortium of four banks and for the final year it will
be provided by a consortium of three banks. As part of the arrangement, the
Group has an additional £25m accordion option. The RCF is available for
permitted acquisitions and working capital requirements and is due to be
repaid from the trading cash flows of the Group. The facility is available in
a combination of sterling, US dollar and/or euro. The margin payable on each
facility is dependent upon the level of gearing in the business. The Group
also maintains a US facility of US$7m (FY25: US$7m), available for property
rental guarantees and US-based working capital requirements.
Cashflow
The net cash inflow from operating activities before changes in working
capital for the year to 31 January 2026 decreased to £19.5m (FY25: £103.1m),
reflecting the reduction in underlying profit and losses from discontinued
operations, as well as £23.4m settlement of employment linked acquisition
payments. We experienced a significant net working capital inflow of £43.8m
(FY25: outflow £7.0m). Approximately half of this inflow reflects the
disciplined management across the Group, with the remaining relating to the
Mach49 wind down and ongoing litigation. Net cash generated from operations
before tax was £63.3m (FY25: £96.1m).
Income taxes paid reduced to £12.4m (FY25: £20.7m). Dividends paid to Next
15 shareholders during the year totalled £15.5m (FY25: £15.5m). Net interest
paid decreased to £4.3m (FY25: £6.0m), reflecting the impact of the
reduction in interest rates.
Cash flow KPIs Year to Year to
31 January
31 January
2026
2025
£m
£m
Net cash inflow from operating activities before changes in working capital 19.5 103.1
Working capital movement 43.8 (7.0)
Net cash generated from operations 63.3 96.1
Income tax paid (12.4) (20.7)
Investing activities (6.0) (12.3)
Dividend paid to shareholders (15.5) (15.5)
Net debt (35.6) (38.4)
NEXT 15 GROUP PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Year ended Year ended
31 January 2026
31 January 2025(1)
Note £’000 £’000
Revenue 617,275 639,244
Direct costs (168,447) (160,093)
Net revenue 2 448,828 479,151
Staff costs 334,949 361,078
Depreciation 9,380 10,436
Amortisation 17,068 21,948
Other operating charges 87,532 57,486
Total operating charges (448,929) (450,948)
Operating (loss)/profit (101) 28,203
Movement in fair value of other financial liabilities 9 (8,433) 12,704
Finance expense 5 (5,564) (7,519)
Finance income 6 719 689
(Loss)/profit before income tax (13,379) 34,077
Income tax expense 3 (1,487) (11,962)
(Loss)/profit for the year from continuing operations (14,866) 22,115
(Loss)/profit for the year from discontinued operations (14,921) 18,855
(Loss)/profit for the year (29,787) 40,970
Attributable to:
Owners of the parent (30,244) 39,465
Non-controlling interests 457 1,505
(29,787) 40,970
(Loss)/earnings per share from continuing operations
Basic (pence) 7 (15.2) 20.5
Diluted (pence) 7 (15.2) 19.8
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Year ended Year ended
31 January 2026
31 January 2025
£’000 £’000
(Loss)/profit for the year (29,787) 40,970
Other comprehensive (expense)/income:
Items that may be reclassified into profit or loss:
Exchange differences on translating foreign operations (5,006) 858
Cumulative foreign current translation reserve reclassed on disposal of 1,304 -
subsidiaries
Total items that may be reclassified into profit or loss (3,702) 858
Items that will not be reclassified subsequently to profit or loss
Revaluation of investments 343 134
Total other comprehensive (expense)/income for the year (3,359) 992
Total comprehensive (expense)/income for the year (33,146) 41,962
Attributable to:
Owners of the parent (33,603) 40,457
Non-controlling interests 457 1,505
(33,146) 41,962
Total comprehensive (expense)/income attributable to owners of the Parent
arising from:
Continuing operations (18,682) 21,602
Discontinued operations (14,921) 18,855
(33,603) 40,457
NEXT 15 GROUP PLC
ADJUSTED RESULTS: KEY PERFORMANCE INDICATORS
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000
£’000
Net revenue 448,828 479,151
Operating charges (368,071) (391,373)
EBITDA 80,757 87,778
Depreciation and Amortisation (12,557) (12,947)
Operating profit 68,200 74,831
Interest on finance lease liabilities (563) (829)
Adjusted operating profit 67,637 74,002
Operating profit margin 15.1% 15.4%
Net finance expense (4,282) (6,001)
Adjusted profit before income tax 63,355 68,001
Tax (15,667) (17,008)
Adjusted profit after tax 47,688 50,993
Non-controlling interest (457) (1,505)
Retained profit 47,231 49,488
Weighted average number of ordinary shares 100,940,584 100,379,867
Diluted weighted average number of ordinary shares 106,362,285 104,151,507
Adjusted earnings per share 46.8p 49.3p
Diluted adjusted earnings per share 44.4p 47.5p
Net cash generated from operations before tax 63,267 96,135
Cash outflow on acquisition-related payments (35,372) (68,987)
Net debt (35,635) (38,365)
Dividend (per share) 15.35p 15.35p
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
Adjusted results have been presented to provide additional information that
may be useful to shareholders to understand the performance of the business by
facilitating comparability both year on year and with industry peers. Adjusted
results are reconciled to statutory results within the appendix. Per the
detail in the appendix (A2), one-off charges for employee incentive schemes,
employment linked acquisition payments, restructuring costs, deal costs,
Mach49 costs, loss on disposals, investment write off, intangible write off,
goodwill impairment and property impairment are adjusted for in calculating
the adjusted operating charges and amortisation of acquired intangibles is
adjusted for in calculating the adjusted depreciation and amortisation.
Interest on lease liabilities and unwinding of discount and change in estimate
of future contingent consideration payable/receivable and share purchase
obligation payables are adjusted for in calculating net finance expense.
NEXT 15 GROUP PLC
CONSOLIDATED BALANCE SHEET AS AT 31 JANUARY 2026 AND 2025
31 January 2026 31 January 2025
Note £’000 £’000
Assets
Property, plant and equipment 5,246 7,599
Right-of-use assets 10,305 16,150
Intangible assets 215,144 270,504
Investments in financial assets 2,480 861
Deferred tax asset 54,905 52,749
Other receivables 518 544
Total non-current assets 288,598 348,407
Trade and other receivables 137,386 163,008
Cash and cash equivalents 8 88,347 89,433
Corporation tax asset 6,904 4,114
Total current assets 232,637 256,555
Total assets 521,235 604,962
Liabilities
Loans and borrowings 8 57,252 65,939
Deferred tax liabilities 10,921 15,431
Lease liabilities 6,793 13,962
Other payables - 113
Provisions 6,204 6,501
Contingent consideration 9 - 42,669
Additional contingent incentive 9 - 288
Deferred consideration 9 - 474
Total non-current liabilities 81,170 145,377
Overdraft 8 66,730 61,859
Trade and other payables 157,448 139,282
Lease liabilities 7,476 9,197
Provisions 5,470 25,933
Corporation tax liability 1,226 4,189
Contingent consideration 9 68,942 30,047
Additional contingent incentive 9 403 2,015
Deferred consideration 9 472 3,942
Share purchase obligation 9 - 1,929
Total current liabilities 308,167 278,393
Total liabilities 389,337 423,770
TOTAL NET ASSETS 131,898 181,192
Equity
Share capital 2,526 2,523
Share premium reserve 298 192,654
Share purchase reserve (2,673) (2,643)
Foreign currency translation reserve 2,819 4,162
Other reserves 3,105 608
Retained loss 125,823 (15,633)
Total equity attributable to owners of the parent 131,898 181,671
Non-controlling interests - (479)
TOTAL EQUITY 131,898 181,192
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Share premium reserve Share purchase reserve Foreign currency translation reserve Other reserves(1) Retained earnings Equity attributable to owners of the Company Non-controlling interests Total equity
Share capital
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 January 2024 2,486 175,144 (2,658) 3,304 608 (22,904) 155,980 241 156,221
Profit for the year - - - - - 39,465 39,465 1,505 40,970
Other comprehensive income for the year - - - 858 - 134 992 - 992
Total comprehensive income for the year - - - 858 - 39,599 40,457 1,505 41,962
Shares issued on satisfaction of vested performance shares 26 7,215 - - - (9,878) (2,637) - (2,637)
Shares issued on acquisitions 26 10,295 - - - - 10,321 - 10,321
Acquisition of own shares (15) - 15 - - (5,344) (5,344) - (5,344)
Share-based payment charge - - - - - 759 759 - 759
Tax on share-based payments - - - - - (3,712) (3,712) - (3,712)
Dividends to owners of the Parent - - - - - (15,457) (15,457) - (15,457)
Movement due to ESOP share purchases - - - - (5) - (5) - (5)
Movement due to ESOP share option exercises - - - - 5 - 5 - 5
Movement on reserves for non-controlling interests - - - - - (93) (93) 93 -
Non-controlling interest reversed in the period - - - - - 1,397 1,397 (1,397) -
Non-controlling dividend - - - - - - - (921) (921)
At 31 January 2025 2,523 192,654 (2,643) 4,162 608 (15,633) 181,671 (479) 181,192
Profit for the year - - - - - (30,244) (30,244) 457 (29,787)
Reclass FCTR recycled to retained earnings - - - 4,826 - (4,826) - - -
Other comprehensive income for the year - - - (3,702) - 343 (3,359) - (3,359)
Total comprehensive income for the year - - - 1,124 - (34,727) (33,603) 457 (33,146)
Shares issued on satisfaction of vested performance shares 3 298 - - - (2,467) (2,166) - (2,166)
Capital reduction - (192,654) - - - 192,654 - - -
Reclassification² - - (30) (2,467) 2,497 - - - -
Share-based payment charge - - - - - 1,153 1,153 - 1,153
Tax on share-based payments - - - - - 347 347 - 347
Dividends to owners of the Parent - - - - - (15,492) (15,492) - (15,492)
Movement due to ESOP share purchases - - - - (1) - (1) - (1)
Movement due to ESOP share option exercises - - - - 1 - 1 - 1
Movement on reserves for non-controlling interests - - - - - (96) (96) 96 -
Non-controlling interest reversed on disposal - - - - - - - 841 841
Non-controlling interest reversed in the period - - - - - 84 84 (84) -
Non-controlling dividend - - - - - - - (831) (831)
At 31 January 2026 2,526 298 (2,673) 2,819 3,105 125,823 131,898 - 131,898
(1 )Other reserves include capital redemption reserve and merger reserve.
(2 )In the current year, the Group has reclassed the nominal value of the
shares acquired and subsequently cancelled under the share buy back programme
from the share purchase reserve to capital redemption reserve. The Group has
also reclassed the net investment hedging reserve arising from prior years to
the foreign currency translation reserve.
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Year ended Year ended
31 January 2026
31 January 2025
£’000 £’000
Cash flows from operating activities
(Loss)/profit for the year from continuing operations (14,866) 22,115
(Loss)/profit for the year from discontinued operations (14,921) 18,855
Adjustments for:
Depreciation 9,380 10,436
Amortisation 17,068 21,948
Movement in fair value of other financial liabilities 8,433 (12,704)
Finance expense 5,564 7,519
Finance income (719) (689)
Impairment of goodwill, intangibles and investments 16,299 4,409
Loss on sale of property, plant and equipment 8 409
Loss on exit of finance lease - 143
Loss on disposal of subsidiary 3,213 -
Income tax (credit)/expense 1,487 11,962
Employment linked acquisition provision charge 5,181 9,498
Settlement of employment linked acquisition payments (23,438) (1,655)
Share-based payment charges 1,153 759
Settlement of employee tax liabilities arising on share-based payments - (1,683)
Adjustments relating to discontinued operations 5,632 11,772
Net cash inflow from operating activities before changes in working capital 19,474 103,094
Change in trade and other receivables 15,764 10,060
Change in trade and other payables 27,007 (16,555)
Movement in other liabilities 1,022 (464)
43,793 (6,959)
Net cash generated from operations before tax outflows 63,267 96,135
Income taxes paid (12,391) (20,668)
Net cash inflow from operating activities 50,876 75,467
Cash flows from investing activities
Acquisition of subsidiaries and trade and assets, net of cash acquired - (6,884)
Disposal of subsidiaries and trade and assets, net of cash disposed 1,118 -
Acquisition of investments in financial assets (364) (479)
Acquisition of property, plant and equipment (1,755) (2,197)
Proceeds on disposal of investments in financial assets - 335
Proceeds on disposal of property, plant and equipment - 29
Acquisition of intangible assets (7,075) (5,021)
Movement in long-term cash deposits 476 304
Income from finance lease receivables 983 1,019
Interest received 650 602
Net cash outflow from investing activities (5,967) (12,292)
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Year ended Year ended
31 January 2026
31 January 2025
£’000 £’000
Cash flows from financing activities
Payment of contingent consideration (11,570) (59,969)
Acquisition of own shares - (5,344)
Settlement of share-based payment in cash (2,165) -
Capital element of finance lease rental repayment (9,502) (11,260)
Increase in bank borrowings and overdrafts 173,816 184,025
Repayment of bank borrowings and overdrafts (178,936) (162,834)
Interest paid (5,001) (6,690)
Dividend and profit share paid to non-controlling interest partners (831) (921)
Dividends paid to shareholders of the parent (15,492) (15,457)
Net cash outflow from financing activities (49,681) (78,450)
Net decrease in cash and cash equivalents (4,772) (15,275)
Cash and cash equivalents including overdraft at beginning of the year 27,574 42,871
Exchange loss on cash held (1,185) (22)
Cash and cash equivalents including overdraft at end of the year 21,617 27,574
NOTES TO THE YEAR END RESULTS
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
1) BASIS OF PREPARATION
The financial information in these results has been prepared using the
recognition and measurement principles of International Accounting Standards,
International Financial Reporting Standards and Interpretations adopted for
use in the United Kingdom (collectively Adopted IFRSs). The principal
accounting policies used in preparing the results are those the Group has
applied in its financial statements for the year ended 31 January 2026. The
consolidated financial statements have been prepared on a going concern basis
and on a historical cost basis.
The financial information set out above does not constitute the Group’s
statutory accounts for the years ended 31 January 2026 or 2025, but is derived
from those accounts. Statutory accounts for 2025 have been delivered to the
Registrar of Companies and those for 2026 will be delivered following the
company's annual general meeting. The auditors have reported on those
accounts: their reports were unqualified, did not draw attention to any
matters by way of emphasis and did not contain statements under s498(2) or (3)
of the Companies Act 2006.
Discontinued operations
In August 2025, the Board announced that it had initiated the process to
permanently abandon the operations of Mach49 LLC and its associated entities.
Mach49 ceased operations effective 31 January 2026. The Group considers Mach49
as a separate major line of business and therefore following abandonment, the
results are presented as a discontinued operation in the Group income
statement, for which the comparatives have been restated. The Group has
undertaken disposals in the year, however, these do not represent a separate
major line of business and hence have not been reported as a discontinued
operation.
Going concern statement
The Directors have concluded that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the
financial statements. In making this assessment, the Directors have reviewed
the Group's budget, forecasts and cash requirements for a period of at least
twelve months from the date of signing the Annual Report, and have also
considered the Group's plans beyond that period.
Stress testing, including scenarios with a significantly weaker trading
environment, supports the Directors’ conclusion that the Company and the
Group would retain substantial headroom to continue to operate. The Directors
have also considered the potential impact of the ongoing arbitration described
below on the Group’s liquidity and financial resources.
As announced on 25 June 2025, the Group became aware of potential serious
misconduct concerning the Mach49 business which has been reported to the
relevant law enforcement agencies. As a result, no further payments have been
made to Mach49’s selling shareholder under the earnout agreement in
connection with Next15’s acquisition of Mach49. Our assessment of the
strength of our legal position remains unchanged. Confidential arbitration
proceedings with the former members of Mach49 in relation to material claims
which include the remaining earnout payments are ongoing. The Mach49 business
was fully discontinued by 31 January 2026, and was loss making during the
year. The Company maintains its position regarding the non-payment of the
remaining earnout and has counterclaimed for previously paid earnout payments.
As a result of this ongoing matter, the balance sheet includes total
contingent consideration of £68.9m, which, even in a reasonable worst case
trading scenario, and after taking necessary mitigating cost reduction
actions, the Company has sufficient liquidity available to settle. However,
the outcome of the arbitration, which is expected to be known within the next
12 months, is inherently difficult to predict. The Board cannot entirely
exclude the possibility of a material adverse financial outcome which could
exceed the current forecast liquidity in the longer term. As a result, and
arising solely as a consequence of the uncertainty of the outcome of the
arbitration, the directors have concluded that there is a material uncertainty
related to events or conditions that may cast significant doubt on the
group’s and company’s ability to continue as a going concern.
NOTES TO THE YEAR END RESULTS (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
However, in the event of a material adverse financial outcome, the Company has
a number of legal and commercial courses of action available which it would
consider to protect its long-term financial position, as appropriate at the
time. In this regard, the Group's financial position remains strong.
Net debt at year end was £36m at a leverage ratio (net debt / adjusted
EBITDA) of 0.4x, and the Group has access to committed borrowing facilities of
£175 million through to December 2027, reducing to £155 million for the
subsequent 12-month period. The Group continues to operate a robust business,
generating strong margins and operating cash flow, which the Directors are
confident will continue to grow over the next few years. The Group is also
pursuing disposal opportunities involving certain subsidiaries aligned with
its strategic focus to simplify the Group. These disposals have the potential
to generate substantial cash proceeds. These factors, taken together,
represent a range of options available to the Group to ensure adequate
liquidity in the event of an adverse outcome. The Directors firmly believe the
Group will maintain its financial strength throughout the going concern
assessment period and beyond. The Board's confidence in the Group's ability to
continue as a going concern is underpinned by these factors, and the legal
advice it continues to receive.
The Group continues to trade well and in line with expectations and continues
to have significant headroom against the Group's long-term financing
facilities. Taking all of these factors into account, the Directors are
satisfied that the Group has adequate resources to continue in operational
existence for the foreseeable future and have therefore adopted the going
concern basis in preparing these financial statements.
2) SEGMENT INFORMATION
Measurement of operating segment profit
The Board of Directors assesses the performance of the operating segments
based on a measure of adjusted operating profit before intercompany recharges
and net revenue, which reflects the internal reporting measure used by the
Board of Directors. This measurement basis excludes the effects of certain
acquisition-related costs and goodwill impairment charges. Head office costs
relate to Group costs before allocation of intercompany charges to the
operating segments. Intersegment transactions have not been separately
disclosed as they are not material. The Board of Directors does not review the
assets and liabilities of the Group on a segmental basis and therefore this is
not separately disclosed.
The Group has previously reported its results split into four operating
segments: Customer Engagement, Customer Delivery, Customer Insight and
Business Transformation. During the year, the Board reviewed these segments
and subsequently updated them to enhance the Group’s internal reporting,
providing a clearer understanding of the services provided by the Group. This
resulted in the Group reporting its results split into five operating
segments: Retail Media, Data & Research, Digital Transformation, Marketing
& Communications and Creative Services.
Retail Media Data & Research Digital Transformation Marketing & Comms Creative Services Head Office Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year ended 31 January 2026
Net revenue 45,111 50,009 59,136 237,771 56,801 - 448,828
Adjusted operating profit/(loss) 8,226 7,264 8,345 53,777 6,636 (16,611) 67,637
Adjusted operating profit margin(2) 18.2% 14.5% 14.1% 22.6% 11.7% - 15.1%
Organic net revenue growth /(decline) 8.2% (8.5)% 41.8% (7.9)% (18.6)% - (4.3)%
Year ended 31 January 2025(1)
Net revenue 41,721 55,404 36,309 263,757 81,960 - 479,151
Adjusted operating profit/(loss) 10,541 7,009 5,162 58,629 9,980 (17,319) 74,002
Adjusted operating profit margin(2) 25.3% 12.7% 14.2% 22.2% 12.2% - 15.4%
Organic net revenue growth/(decline) 51.5% (9.5)% (18.9)% (3.7)% (12.9)% - (4.0)%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Adjusted operating profit margin is calculated based on the adjusted
operating profit as a percentage of net revenue.
NOTES TO THE YEAR END RESULTS (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
2) SEGMENT INFORMATION (continued)
UK EMEA US Asia Pacific Head Office Total
£’000 £’000 £’000 £’000 £’000 £’000
Year ended 31 January 2026
Net revenue 252,614 12,266 169,167 14,781 - 448,828
Adjusted operating profit/(loss) 41,912 2,414 37,885 2,037 (16,611) 67,637
Adjusted operating profit margin(2) 16.6% 19.7% 22.4% 13.8% - 15.1%
Organic net revenue (decline)/growth (1.8)% (0.3)% (7.9)% (3.3)% - (4.3)%
Year ended 31 January 2025(1)
Net revenue 254,406 12,037 196,731 15,977 - 479,151
Adjusted operating profit/(loss) 42,126 2,549 44,628 2,018 (17,319) 74,002
Adjusted operating profit margin(2) 16.6% 21.2% 22.7% 12.6% - 15.4%
Organic net revenue (decline)/growth (4.2)% (0.3)% (3.7)% (6.6)% - (4.0)%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)Adjusted operating profit margin is calculated based on the adjusted
operating profit as a percentage of net revenue.
3) TAXATION
The tax charge on adjusted profit from continuing operations for the year
ended 31 January 2026 is £15,667,000 (2025: £17,008,000), equating to an
adjusted effective tax rate of 24.7%, compared to 25.0% in the prior year. The
Groups adjusted effective tax rate was lower than the rate achieved in prior
year largely due to differing rates of overseas taxes and a reduction in
withholding taxes.
The statutory tax expense from continuing operations for the year ended 31
January 2026 is £1,487,000 (2025: £11,962,000).
4) DIVIDENDS
A final dividend of 10.6p per ordinary share will be paid on 7 August 2026 to
shareholders listed on the register of members on 3 July 2026. Shares will go
ex-dividend on 2 July 2026. This makes the total dividend for the year 15.35p
per share (2025: 15.35p).
5) FINANCE EXPENSE
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Financial liabilities at amortised cost
Bank interest payable 4,902 6,495
Interest on lease liabilities(2) 563 829
Other
Other interest payable 99 195
Finance expense 5,564 7,519
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)These items are adjusted for in calculating the adjusted net finance
expense.
NOTES TO THE YEAR END RESULTS (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
6) FINANCE INCOME
Year ended Year ended
31 January 2026
31 January 2025
£’000 £’000
Financial assets at amortised cost
Bank interest receivable 500 585
Finance lease interest receivable 69 87
Other
Other interest receivable 150 17
Finance income 719 689
7) EARNINGS PER SHARE
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
(Loss)/profit attributable to ordinary shareholders from continuing operations (15,323) 20,610
(Loss)/profit attributable to ordinary shareholders from discontinued (14,921) 18,855
operations
Number Number
Weighted average number of ordinary shares 100,940,584 100,379,867
Dilutive LTIP and options shares 912,194 1,036,086
Dilutive growth deal shares 3,796,884 2,198,485
Other potentially issuable shares 712,623 537,069
Diluted weighted average number of ordinary shares 106,362,285 104,151,507
Basic (loss)/earnings per share from continuing operations (15.2)p 20.5p
Basic (loss)/earnings per share from continuing and discontinued operations (30.0)p 39.3p
Diluted (loss)/earnings per share from continuing operations (15.2)p 19.8p
Diluted (loss)/earnings per share from continuing and discontinued operations (30.0)p 37.9p
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
NOTES TO THE YEAR END RESULTS (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
8) NET DEBT
The Group has a £175m revolving credit facility (‘RCF’) with a consortium
of 5 banks. The £175m RCF is available until December 2027, after which the
facility reduces to £155m for a further year. Since the balance sheet date,
the £175m RCF is provided by a consortium of four banks and for the final
year it will be provided by a consortium of three banks. As part of the
arrangement, the Group has an additional £25m accordion option.
The RCF is available for permitted acquisitions and working capital
requirements and is due to be repaid from the trading cash flows of the Group.
The facility is available in a combination of sterling, US dollar and/or euro.
The margin payable on each facility is dependent upon the level of gearing in
the business. The Group also maintains a US facility of US$7m (FY25: US$7m),
available for property rental guarantees and US-based working capital
requirements.
31 January 2025
31 January 2026
£’000 £’000
Total loans, borrowings and overdraft 123,982 127,798
Less: cash and cash equivalents (88,347) (89,433)
Net debt 35,635 38,365
Share purchase obligation - 1,929
Deferred consideration 472 4,416
Contingent consideration 68,942 72,716
Net debt excluding lease liabilities plus other financial liabilities 105,049 117,426
9) OTHER FINANCIAL AND NON-FINANCIAL LIABILITIES
Contingent consideration Additional contingent incentive Share purchase obligation
Deferred
consideration
Total
£’000 £’000 £’000 £’000 £’000
At 31 January 2024 - 146,752 4,330 9,603 160,685
Exchange differences - 1,296 115 46 1,457
Utilised - (62,014) (2,454) (3,606) (68,074)
Reclassification 4,279 1,453 - (5,732) -
Unwinding of discount 137 14,920 350 1,044 16,451
Change in estimate - (29,691) (38) 574 (29,155)
At 31 January 2025 4,416 72,716 2,303 1,929 81,364
Exchange differences - (6,349) (220) (153) (6,722)
Utilised (4,394) (5,394) (1,782) - (11,570)
Disposals - - - (880) (880)
Unwinding of discount 492 9,768 119 112 10,491
Change in estimate (42) (1,799) (17) (1,008) (2,866)
At 31 January 2026 472 68,942 403 - 69,817
Current 472 68,942 403 - 69,817
Non-current - - - - -
NOTES TO THE YEAR END RESULTS (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
9) OTHER FINANCIAL LIABILITIES (continued)
The estimates around contingent consideration are considered by management to
be an area of significant judgement, with any changes in assumptions creating
volatility in the income statement. Management estimates the fair value of
these liabilities taking into account expectations of future payments. During
the year, earnout liabilities decreased by a net £11.5m, primarily driven by
settlements during the year £11.6m and change in estimate of £2.9m, offset
by unwinding of discount £10.5m.
Changes in the estimates of contingent consideration payable are recognised in
the movement in fair value of other financial liabilities. Estimations are
included for other uncertainties deriving from the purchase agreements, which
are subject to final negotiations which ultimately determine the future
payments. An increase in the liability would result in an increase in net
movement in fair value expense, while a decrease would result in a further
gain. At 31 January 2026, the discounted estimate of the contingent
consideration was £68.9m. Management has determined that a reasonable
possible range of discounted outcomes within the next financial year is £5.5m
to £84.2m.
Contingent Liabilities
As announced on 25 June 2025, the Group became aware of potential serious
misconduct concerning the Mach49 business which has been reported to the
relevant law enforcement agencies. As a result, no further payments have been
made to Mach49’s selling shareholder under the earnout agreement in
connection with Next15’s acquisition of Mach49.
Arbitration proceedings with the former members of Mach49 in relation to
material claims which include the remaining earnout payments are still in
progress, see Note 1 for further details. Until such time as these proceedings
are finally concluded, the Group considers that the earnout liability,
disclosed elsewhere in this note, has not met the criteria for de-recognition
under IFRS 9 Financial Instruments. A ruling on the arbitration is expected
within the financial year ending 31 January 2027.
The Group maintains its position regarding the non-payment of the remaining
earnout and has determined that no outflow in excess of the earnout liability
currently recognised is probable for the other related claims and therefore no
provision has been recognised in relation to these claims. The Group has also
counterclaimed for previously paid earnout payments. The Board has concluded
that disclosure of a potential range of outcomes would not provide meaningful
information to shareholders and, whilst the amount of the claims could be
material, it would not be practical to disclose an estimate of the financial
effect given the level of uncertainty involved.
The Group continues to fully cooperate with law enforcement agencies, and at
this stage, there is significant uncertainty in relation to the outcome of any
potential steps taken by law enforcement agencies and any potential financial
impact to the Group.
In addition to the above, the Group is party to various legal claims and
disputes which arise in the normal course of business. Provisions are
recognised for outcomes that are deemed probable and can be reliably
estimated. Any material liability in respect of legal actions and claims not
already provided for is deemed to be remote.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Introduction
In the reporting of financial information, the Directors have adopted various
alternative performance measures (‘APMs’). The Group includes these
non-GAAP measures as they consider these measures to be both useful and
necessary to the readers of the financial statements to help understand the
performance of the Group. The Group’s measures may not be calculated in the
same way as similarly titled measures reported by other companies and
therefore should be considered in addition to IFRS measures.
Purpose
The Director’s believe that these APMs are highly relevant as they reflect
how the Board measures the performance of the business and align with how
shareholders value the business. They also allow understandable like-for-like,
year-on-year comparisons and more closely correlate with the cash inflows from
operations and working capital position of the Group.
They are used by the Group for internal performance analyses and the
presentation of these measures facilitates better comparability with other
industry peers as they adjust for non-recurring or uncontrollable factors
which materially affect IFRS measures.
A1: RECONCILIATION OF STATUTORY OPERATING PROFIT TO ADJUSTED OPERATING PROFIT
A reconciliation of segment adjusted operating profit to segment adjusted
operating profit and statutory operating (loss)/profit is provided as follows:
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Statutory operating (loss)/profit (101) 28,203
Interest on finance lease liabilities (563) (829)
Statutory operating (loss)/profit after interest on finance lease liabilities (664) 27,374
Amortisation of acquired intangibles (A2) 13,890 19,437
One-off charges for employee incentive schemes (A2) 470 175
Employment linked acquisition payments (A2) 5,181 9,498
Property impairment (A2) - 124
Goodwill impairment (A2) 10,426 3,000
Costs associated with restructuring (A2) 10,895 12,385
Investment write-off (A2) 824 -
Loss on disposals (A2) 3,213 -
Mach49 costs (A2) 16,416 -
Intangibles write off (A2) 5,049 1,409
Deal costs (A2) 1,937 600
Adjusted operating profit 67,637 74,002
Adjusted operating profit margin 15.1% 15.4%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
Adjusted operating profit margin is calculated based on the adjusted operating
profit as a percentage of net revenue.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
A2: RECONCILIATION OF STATUTORY PROFIT BEFORE TAX TO ADJUSTED PROFIT BEFORE
TAX
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Statutory (loss)/profit before income tax (13,379) 34,077
Unwinding of discount on deferred and contingent consideration and share 10,491 16,451
purchase obligation payable(2)
Change in estimate of future contingent consideration and share purchase (2,058) (29,155)
obligation payable(2)
One-off charges for employee incentive schemes(3) 470 175
Employment linked acquisition payments(4) 5,181 9,498
Costs associated with restructuring(5) 10,895 12,385
Deal costs(6) 1,937 600
Property impairment(7) - 124
Mach49 costs(8) 16,416 -
Intangibles write off(9) 5,049 1,409
Goodwill impairment(10) 10,426 3,000
Investment write-off(11) 824 -
Loss on disposals(12) 3,213 -
Amortisation of acquired intangibles(13) 13,890 19,437
Adjusted profit before income tax 63,355 68,001
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
(2)The Group adjusts for the remeasurement of the acquisition-related
liabilities within the adjusted performance measures in order to aid
comparability of the Group’s results year on year as the charge/credit from
remeasurement can vary significantly depending on the underlying brand’s
performance. It is non-cash and its directional impact to the income statement
is opposite to the brand’s performance driving the valuations. The unwinding
of discount on these liabilities is also excluded from underlying performance
on the basis that it is non-cash and the balance is driven by the Group’s
assessment of the time value of money and this exclusion ensures
comparability.
(3)This charge relates to transactions whereby a restricted grant of brand
equity was given to key management in M Booth & Associates LLC (2025: MHP
Group Limited) at nil cost which holds value in the form of access to future
profit distributions as well as any future sale value under the
performance-related mechanism set out in the share sale agreement. This value
is recognised as an upfront cost in the income statement in the year of grant
as the agreements do not include service requirements, thus the cost
accounting is not aligned with the timing of the anticipated benefit of the
incentive, namely the growth of the relevant brands.
(4)This charge relates to payments linked to the continuing employment of the
sellers which is being recognised as an expense over the period of employment
as required by accounting standards. Although these costs are not exceptional
or non-recurring, the Group determined they should be excluded from the
underlying performance as the costs relate to acquiring the business. The
sellers of the business are typically paid market salaries and bonuses in
addition to these acquisition-related payments and therefore the Group
determines these costs solely relate to acquiring the business. Adjusting for
these within the Group’s adjusted performance measures gives a better
reflection of the Group’s profitability and enhances comparability
year-on-year.
(5)In the current year the Group has incurred restructuring costs, of which
£10.3m related to staff redundancies as we proactively reduced our cost base
to take account of the weakness in demand from tech clients and anticipated
efficiencies. Only costs that relate to roles permanently being eliminated
from the business with no intention to replace are adjusted for. The remaining
£0.6m costs relate to the reorganisation and integration of a number of
businesses across the Group. In both years, the costs do not relate to
underlying trading of the relevant brands and have been added back to aid
comparability of performance year on year.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
A2: RECONCILIATION OF STATUTORY PROFIT BEFORE TAX TO ADJUSTED PROFIT BEFORE
TAX(Continued)
(6)These costs are directly attributable to business combinations and
divestments made during the year, as well as aborted divestments, acquisitions
and other structural reorganisations of the Group. The charges are excluded
from performance as they would not have been incurred had the business not
explored these structural changes and a higher or lower spend has no relation
on the organic business. They do not relate to the trading of the Group and
are added back each year to aid comparability of the Group’s profitability
year on year.
(7)In the prior year the Group recognised charges relating to the
reorganization of the property space across the Group. The Group adjusted for
this cost, as the additional one-off impairment charge did not relate to the
underlying trading of the business and therefore added back to aid
comparability.
(8)The Group has incurred legal and adviser fees totalling £12.5m, as a
result of the work done in the year relating to the potential serious
misconduct, the arbitration proceedings and the wind down of Mach49. In
addition, £3.9m has been written off during the year for previous legal fees
which at the previous year end were deemed recoverable under the indemnity
given at the time of acquisition. Due to the one-off nature of these costs,
the Group added these costs back in calculating its adjusted profit numbers to
give a better indication of trading profitability and to enable comparability
year on year.
(9)In the current year the Group took an impairment charge of £5.0m relating
to the identified customer relationships that were recognised on the
acquisition of Engine Acquisition Limited and allocated to House337. In the
prior year, the Group took an impairment charge for writing off internally
generated intangible assets which were identified as no longer being offered
to clients as a result of a strategic restructure at one of the Group’s
Customer Insight businesses. Therefore, the associated products were deemed to
no longer generate any future economic benefit and, as a result, the
corresponding £1.4m remaining on the balance sheet was written off. The Group
adjusted for this cost, as the charge was one-off and did not relate to the
underlying trading of the business, and it was therefore added back to aid
comparability of the Group’s profitability year on year.
(10)In the current year the Group took an impairment charge against the
carrying value of goodwill relating to House 337 £8.2m (2025: £3.0m) and
elvis £2.2m (2025: £nil). Following a full review, it was identified that
the value-in-use on the associated cash-generating unit was less than the
carrying value of goodwill, resulting in negative headroom. Therefore, an
impairment charge has been recognised. The Group adjusted for this cost, as
the charge was one-off did not relate to the underlying trading of the
business, and it was therefore added back to aid comparability of the
Group’s profitability year on year.
(11)In the prior year, the Group entered into a simple agreement for future
equity (’SAFE’). Following a review in the current year, the Group
terminated the SAFE agreement resulting in the write-off of the total
investment of £0.8m. The Group adjusted for this cost, as the charge was
one-off and did not relate to the underlying trading of the business, and it
was therefore added back to aid comparability of the Group’s profitability
year on year.
(12)In the current year progress has been made in simplifying the Group which
has included the disposals of Palladium, Beyond, The Blueshirt Group and
Blueshirt Capital Advisors. The Group has recognised an overall loss on
disposals of £3.2m for consideration of £7.5m. These do not relate to
underlying trading, and the respective gain/loss would not have been
recognised had the disposal not occurred. For that reason, the Group added
these costs back in calculating its adjusted profit numbers to give a better
indication of underlying trading profitability and to enable comparability
year on year.
(13)In line with its peer group, the Group adds back amortisation of acquired
intangibles. Judgement is applied in the allocation of the purchase price
between intangibles and goodwill, and in determining the useful economic lives
of the acquired intangibles. The judgements made by the Group are inevitably
different to those made by our peers and as such amortisation of acquired
intangibles been added back to aid comparability.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
Adjusted profit before income tax has been presented to provide additional
information which may be useful to the reader. Adjusted earnings to ordinary
shareholders is a measure of performance used in the calculation of the
adjusted earnings per share. This measure is considered an important indicator
of the performance of the business and so it is used for the vesting of
employee performance shares.
A3: RECONCILIATION OF ADJUSTED TAX EXPENSE
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Income tax expense reported in the Consolidated Income Statement 1,487 11,962
Add back tax on adjusting items:
Costs associated with the current period restructure and office moves 5,878 3,145
Unwinding of discount on and change in estimates of contingent and deferred 1,602 (2,379)
consideration
Share-based payment charge 122 -
Loss on disposal 1,057 -
Employment-related acquisition payments - (15)
Intangible write off 1,262 352
Amortisation of acquired intangibles 4,259 3,943
Adjusted tax expense 15,667 17,008
Adjusted profit before income tax 63,355 68,001
Adjusted effective tax rate 24.7% 25.0%
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
A4: RECONCILIATION OF ADJUSTED EARNINGS PER SHARE
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Profit attributable to ordinary shareholders (15,323) 20,610
Unwinding of discount on future deferred and contingent consideration and 10,491 16,451
share purchase obligation payable
Change in estimate of future contingent consideration and share purchase (2,058) (29,155)
obligation payable
One-off charges for employee incentive schemes 470 175
Costs associated with restructuring 10,895 12,385
Property impairment - 124
Mach49 costs 16,416 -
Amortisation of acquired intangibles 13,890 19,437
Intangible write off 5,049 1,409
Investment write off 824 -
Loss on disposals 3,213 -
Goodwill impairment 10,426 3,000
Employment linked acquisition payments 5,181 9,498
Deal costs 1,937 600
Tax effect of adjusting items above (14,180) (5,046)
Adjusted earnings attributable to ordinary shareholders 47,231 49,488
Number Number
Weighted average number of ordinary shares 100,940,584 100,379,867
Dilutive LTIP shares 912,194 1,036,086
Dilutive growth deal shares 3,796,884 2,198,485
Other potentially issuable shares 712,623 537,069
Diluted weighted average number of ordinary shares 106,362,285 104,151,507
Adjusted earnings per share 46.8p 49.3p
Diluted adjusted earnings per share 44.4p 47.5p
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
Adjusted and diluted adjusted earnings per share have been presented to
provide additional information which may be useful to shareholders to
understand the performance of the business by facilitating comparability both
year on year and with industry peers. The adjusted earnings per share is the
performance measure used for the vesting of employee performance shares.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE YEARS ENDED 31 JANUARY 2026 AND 31 JANUARY 2025
A5: RECONCILIATION OF NET REVENUE
Year ended Year ended
31 January 2026
31 January 2025(1)
£’000 £’000
Revenue 617,275 639,244
Direct costs (168,447) (160,093)
Net revenue 448,828 479,151
(1)Prior year figures have been re-presented to exclude Mach49 which is
separately reported as a discontinued operation.
Organic net revenue growth is defined as the net revenue growth at constant
currency excluding the impact of acquisitions and disposals in the last 12
months. For acquisitions made in the prior year, only the corresponding months
of ownership are included in the calculation of growth.
A5: MEASUREMENT OF NET REVENUE AND ADJUSTED OPERATING PROFIT SPLIT BY TRACK
In addition to the reportable operating segments, the businesses within the
Group are categorised into three tracks. The track classification determines
how capital is allocated across the Group, in line with the Group’s
strategy. The following table shows the split of alternative performance
measures by track classification.
Track 1 Track 2 Track 3 Head Office Total
£’000 £’000 £’000 £’000 £’000
Year ended 31 January 2026
Net revenue 273,359 160,940 14,529 - 448,828
Adjusted operating profit/(loss) 50,390 32,390 1,468 (16,611) 67,637
Adjusted operating profit margin 18.4% 20.1% 10.1% - 15.1%
Organic net revenue growth/(decline) 3.9% (15.0)% (9.6)% - (4.3)%
Year ended 31 January 2025
Net revenue 259,924 191,366 27,861 - 479,151
Adjusted operating profit/(loss) 46,980 43,293 1,048 (17,319) 74,002
Adjusted operating profit margin 18.1% 22.6% 3.8% - 15.4%
Organic net revenue growth/(decline) 2.2% (8.5)% (21.6)% - (4.0)%
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