REG - S4 Capital PLC - Audited 2025 Results
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RNS Number : 7779X S4 Capital PLC 24 March 2026
S(4)Capital plc
("S(4)Capital" or "the Company" or "the Group")
Audited 2025 results
Full year results in line with revised guidance
Reported net revenue(2) down 10.8%, 8.4% like-for-like(3 )
Reported operational EBITDA(4) £81.2 million down 7.5%, 3.2% like-for-like
Operational EBITDA margin 12.1%, up 50bps against prior year
Year end net debt(6) at £86.9 million, below targeted range of £100 million
to £140 million with leverage improved to 1.1x net debt/operational EBITDA
Subsequent to the year end the Company repurchased €25.7 million of its
€375 million Term Loan B at a discount
The Board proposes a final dividend of 1.1p per share, a 10% increase compared
to prior year
2026 like-for-like net revenue expected to be in line with current analyst
consensus, slightly below 2025, with operational EBITDA(7) margin targeted to
increase by at least 100 basis points
Year ended Year ended change Reported change
Like-for-like(3)
£ millions 31 Dec 2025 31 Dec 2024
Billings(1) 1,912.9 1,963.0 (2.6%) 0.4%
Revenue 754.8 848.2 (11.0%) (8.7%)
Net revenue(2) 673.0 754.6 (10.8%) (8.4%)
Operational EBITDA(4) 81.2 87.8 (7.5%) (3.2%)
Operational EBITDA margin(4) 12.1% 11.6% 50bps 70bps
Adjusted operating profit(5) 74.0 78.3 (5.5%)
Adjusting items(5) (71.3) (381.1) 81.3%
Operating profit/(loss) 2.7 (302.8) 100.9%
Loss for year (24.8) (306.9) 91.9%
Basic loss per share (pence) (3.7) (45.7) 42.0
Adjusted basic earnings per share(5) (pence) 5.0 5.2 (0.2)
Number of Monks 6,345 7,166 (11.5%)
Free cash flow 86.5 37.8 48.7
Net debt(6) (86.9) (142.9) 39.2%
Financial highlights
¤ Reported billings £1,912.9 million, down 2.6% and up 0.4%
like-for-like.
¤ Reported revenue £754.8 million, down 11.0% and 8.7% like-for-like.
¤ Reported net revenue £673.0 million, down 10.8% and 8.4%
like-for-like, ahead of the revised guidance issued on 24 November 2025. This
decline is driven by continued client caution, especially amongst technology
clients as they allocate even more spend to building Artificial Intelligence
(AI) infrastructure, client losses (particularly in Technology Services) and
increasingly challenging global macroeconomic conditions.
¤ Operational EBITDA was in line with revised guidance at £81.2 million,
down 7.5% reported and 3.2% like-for-like. Costs continued to be tightly
controlled and the number of Monks at the year end was down 11.5% versus 31
December 2024.
¤ Operational EBITDA margin improved by 50 basis points on a reported
basis and 70 basis points like-for-like, to 12.1%.
¤ Adjusted basic earnings per share 5.0p, down 3.8% versus 5.2p per share
in the prior year. Basic loss per share of 3.7p, compared to 45.7p per share
in 2024.
¤ Subject to shareowner approval, the Board proposes to pay a final
dividend of 1.1p per share a 10% increase compared to the prior year,
amounting to £7.4 million, on 10 July 2026 to all shareowners on the register
as at 5 June 2026.
¤ The Group generated free cash flow of £86.5 million, an increase of
£48.7 million compared to 2024.
¤ Year end net debt was £86.9 million, or 1.1x net debt/operational
EBITDA of £81.2 million, below the targeted range of £100 - £140 million,
following a change in Treasury management and a consequent strong focus on
working capital management. This is an improvement of £56.0 million including
adverse FX movements of £22.0 million.
¤ The balance sheet has sufficient liquidity and long-dated debt
maturities, with the maturity of the €375 million Term Loan B in August 2028
and the undrawn RCF £80 million in February 2028, with the remaining £20
million terminating in August 2026.
¤ Subsequent to the year ended 31 December 2025, the Group has
repurchased €25.7 million of its €375 million Term Loan B at a discount,
including €1 million remaining to be settled. Following settlement, the
remaining €349.3 million is due to mature in August 2028.
Strategic and operational highlights
¤ Our strategy remains unchanged: we focus on a purely digital
advertising and marketing services business for global and regional clients.
Our unified digital transformation model leverages first-party data to create,
produce and distribute digital advertising content via technology platforms,
enabling efficiency and responsiveness, while addressing AI-driven disruption.
¤ Our two Practices, Marketing Services and Technology Services, guided
by our promise, "faster, better, cheaper, more", enable us to meet constantly
evolving client behaviours and budgets, particularly in challenging economic
conditions. We are capitalising on AI-driven opportunities, with recent wins
demonstrating how our tools and capabilities are being actively tested and
adopted by clients, including major technology platforms.
¤ Both Practices saw continued pressure in 2025 from the fragmented and
volatile macroeconomic backdrop and consequent client caution. On a
like-for-like basis, net revenue declined, driven by continued client caution,
especially amongst technology clients as they allocate even more spend to
building AI infrastructure, client losses (particularly in Technology
Services) and increasingly challenging global macroeconomic conditions.
However, the Group maintained disciplined and active cost management,
including reducing the number of Monks and tight control of discretionary
spending, to protect profitability and enhance operating leverage. This
resulted in improved operational EBITDA margins and the significant working
capital improvement contributed to lower year end net debt. These controls
have resulted in the number of Monks at year end of circa 6,350, down 11.5%
from circa 7,150 at this time last year. The Group continues to take a
rigorous approach in order to balance costs to revenue delivery and to protect
profitability and enhance margin.
¤ New business activity during 2025 remained a central area of momentum,
with a strong pipeline of client wins that, as expected, supported second-half
performance. Key new or expanded relationships include Asana, Amplifon,
Samsung, Square, NCS, Opella, Visa, Cinemark and HelloFresh, along with
continued expansion of major accounts such as General Motors, Amazon and
T-Mobile. Additional significant wins include new assignments with two leading
US-based global FMCG clients, where Monks has been appointed to drive creative
and strategic work across go-to-market propositions such as Real-Time Brands
and Orchestration Partner and an engagement to implement AI across the
marketing supply chain under a subscription-based model. These client wins
span creative, media, technology and AI-driven transformation work, reflecting
the Group's AI and data-centric positioning as a driver of future growth.
¤ Our people continued to respond positively to the challenges of the
year, showing resilience and adaptability amid uncertain trading conditions.
We have progressed across our three ESG priorities - zero impact workspaces,
sustainable work practices, and diversity, equity and inclusion (DE&I)
initiatives. The Company maintained its B-Corp status, reinforcing its
commitment to environmental, social and governance performance and
accountability to all stakeholders, beyond shareholders, with transparent
reporting and continued action.
Outlook
¤ We expect clients to remain cautious in the near term, reflecting
heightened macroeconomic uncertainty as a result of the conflict in the Middle
East. This challenging environment results in more measured decision-making,
particularly as Technology clients continue to prioritise AI-related capital
expenditure over operating expenditure, such as marketing. However, we remain
confident in our strategy, business model and talent base. Combined with our
scaled client relationships and the strong traction of our new go-to-market
propositions, we believe we are well positioned to deliver sustainable
long-term growth.
¤ 2026 like-for-like net revenue is expected to be in line with
current analyst consensus, slightly below 2025, with operational EBITDA margin
targeted to increase by at least 100 basis points, primarily due to the
annualised impact of the 2025 cost actions. We expect like-for-like net
revenue to be down for the first quarter, in part due to the ongoing conflict
in the Middle East. However, our cost management initiatives will enable us to
partially mitigate the full impact of the revenue shortfall. The proportion of
operational EBITDA in H1 2026 is expected to increase compared to H1 2025 due
to the annualised impact of the 2025 cost actions.
¤ Our targeted net debt range for 2026 is £60 million to £90
million. We now aim for leverage over the medium term to be under 1.0 times
net debt to operational EBITDA, which is below our previous target range. Net
finance costs are expected to reduce from £25.7 million in 2025 to circa £20
- 22 million in 2026. As a measure of confidence in the future the Board is
proposing to pay a dividend of 1.1p per share, a 10% increase compared to the
prior year.
¤ The Company's capital allocation policy is to prioritise
dividends (currently 1.1p final dividend), then further debt repurchases and
finally share repurchases as net debt falls further.
¤ Over the longer term we continue to expect our growth to
outperform our markets and operational EBITDA margins to return to historic
levels of around 20%.
Sir Martin Sorrell, Executive Chairman of S(4)Capital plc said:
"Throughout 2025, our trading reflected the continuing impact of increasingly
volatile global macroeconomic conditions, heightened by tariff negotiations
and increasing geopolitical risks. Clients remained cautious amid this
uncertainty, with technology clients - representing almost half our revenue -
continuing to prioritise capital expenditure on expanding AI capacity over
operating expenditure. Technology Services was affected in the first half by a
reduction in one of our larger relationships and longer sales cycles, although
this impact was reduced as the year progressed. Despite the challenging
backdrop and usual seasonal weighting to the second half, liquidity and
cashflow improved significantly year-on-year, driven by disciplined cost
control and strong working capital management, resulting in a substantial
reduction in net debt over the course of the year. Performance strengthened in
the second half, supported by the phasing of new business wins and expanding
relationships with major enterprise clients.
We anticipate that clients will remain cautious in the near term reflecting
heightened macroeconomic uncertainty, including evolving tariff dynamics and
the continuing conflict in the Middle East. We remain confident in our
strategy, business model and talent. Together with our scaled client
relationships and the strong momentum behind our new go-to-market
propositions, we believe we are well positioned to deliver sustainable
long-term growth. We expect 2026 like-for-like net revenue to be in line with
current analyst consensus, slightly below 2025, with operational EBITDA margin
targeted to increase by at least 100 basis points, primarily due to the
annualised impact of the 2025 cost actions. 2026 year end net debt is now
targeted between £60 to £90 million.
While the macroeconomic environment remains uncertain, we see growing
opportunities as clients become more selective about growth geographically and
increasingly focused on implementing technologies such as AI, Blockchain and
Quantum to drive efficiency.
The Board's recommended final 1.1p dividend reflects its confidence in
continued progress and further improvement in 2026 and beyond."
Notes:
1. Billings is gross billings to clients including pass through costs.
2. Net revenue is revenue less direct costs.
3. Like-for-like is a non-GAAP measure and relates to 2024 being
restated to show the audited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as in 2025 applying
currency rates as used in 2025.
4. Operational EBITDA is operating profit or loss adjusted for
acquisition related expenses, non-recurring items (primarily acquisition
payments tied to continued employment, amortisation and impairment of business
combination intangible assets and restructuring and other one-off expenses)
and recurring items (share-based payments) and includes right-of-use assets
depreciation. It is a non-GAAP measure management uses to assess the
underlying business performance. Operational EBITDA margin is operational
EBITDA as a percentage of net revenue.
5. Adjusted figures are adjusted for non-recurring and recurring items
as defined above.
6. Net debt excludes lease liabilities.
7. This is a target and not a profit forecast.
8. Net debt/operational EBITDA as defined per the facilities
agreement.
9. Comparative information for the prior year has been represented to
reflect the Group's revised segment structure.
Disclaimer
This announcement includes 'forward-looking statements'. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to the Company's services) are
forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and
accordingly the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These factors include but are not limited
to those described in the Company's prospectus dated 8 October 2019 which is
available on the news section of the Company's website. These forward-looking
statements speak only as at the date of this announcement. S(4)Capital
expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual results or any
change in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a recognised information service, should any such
content be relied upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, shares in the Company.
Results webcast and conference call
A webcast and conference call covering the results will be held today.
09:00 GMT webcast (watch only) and conference call (for Q&A):
Webcast:
https://brrmedia.news/SFOR_FY25 (https://brrmedia.news/SFOR_FY25)
Conference call:
UK: +44 (0) 33 0551 0200
US: +1 786 697 3501
Enquiries to
S(4)Capital
plc
Sir Martin Sorrell, Executive Chairman
+44 (0)20 3793 0003/+44 (0)20 3793 0007
Radhika Radhakrishnan, Chief Financial Officer
Scott Spirit, Chief Growth Officer
Preliminary results statement overview
As previously highlighted, trading in the year reflected both continued
uncertainty around global macroeconomic conditions and lower marketing spend
from technology clients, which account for approximately half of revenue.
Reported billings were £1,912.9 million down 2.6% on prior year and up 0.4%
like-for-like. Reported revenue was down 11.0% to £754.8 million, down 8.7%
like-for-like. Reported net revenue declined 10.8%, 8.4% like-for-like.
Operational EBITDA in the full year reflects improvement in margins in
Marketing Services and Technology Services, due to strong cost management. The
number of Monks at the end of the year was circa 6,350 down 11.5% from circa
7,150 at this time last year.
Performance by Practice
The Company reports in two Practices: Marketing Services(9) and Technology
Services. Net revenue for Marketing Services was £614.0 million, down 5.6%
like-for-like and Technology Services was £59.0 million, down 29.9%
like-for-like.
Marketing Services net revenue declined in the year reflecting ongoing caution
and lower activity with some of our larger technology clients. Marketing
Services operational EBITDA was £92.6 million (2024: £94.7 million), up 1.5%
like-for-like and on a reported basis down 2.2% versus 2024, due to the action
taken on costs. Marketing Services operational EBITDA margin was 15.1%, up 110
basis points like-for-like and 90 basis points reported compared to 14.2% in
2024.
Technology Services performance was impacted by continued client caution,
especially amongst technology clients as they allocate even more spend to
building AI infrastructure, client losses and increasingly challenging global
macroeconomic conditions. Reported operational EBITDA was down to £8.9
million (2024: £11.5 million) and operational EBITDA margin was 15.1%, up 190
basis points like-for-like and 180 basis points reported compared to 13.3% in
2024.
The Company's proportion of revenue from technology clients decreased to 41%
in 2025 (45% in 2024).
Performance by geography
On a like-for-like basis, the Americas net revenue was down 5.6% and now
accounts for 80% of the Company's net revenue. EMEA, accounting for 15%, was
down 19.6%. Asia Pacific (APAC), accounting for the remaining 5% was down
13.8%.
Reported Americas net revenue was £537.4 million, down 8.6%, EMEA net revenue
was £99.9 million, down 19.0% and Asia Pacific was £35.7 million, down
17.6%.
New business and AI
Continuing the trends seen during the year, we are seeing our AI initiatives
improve visualisation and copywriting productivity, deliver considerably more
effective and economic hyper-personalisation, delivering more automated and
integrated media planning and buying, improving general client and agency
efficiency and democratise knowledge. We are now producing high quality
commercials using AI technologies such as Runway, Luma, Flux, Omniverse
(Nvidia), Substance (Adobe) and Unreal that take hours and days to produce at
significantly lower cost rather than traditional production techniques, which
take weeks and months at significantly greater cost. The quality continues
to improve in real-time and clients that are exposed to the results of these
AI technologies are very excited about their implementation and the commercial
impact on their marketing budgets and return on investment. As a result, we
are changing our revenue model from a purely, time-based approach to one more
based on outputs - i.e. use of assets and subscriptions.
We are seeing significant opportunities for new business, particularly driven
by our AI tools and capability. New business wins so far this year include new
or broadened relationships with Asana, Amplifon, Samsung, Square, NCS, Opella,
Visa, Cinemark and HelloFresh. We also continue to expand many of our existing
relationships, in particular General Motors and Amazon, which have ramped up
significantly in the second half of the year. In April, we won a large
"Real-Time Brands" assignment with our existing client T-Mobile. In July we
were engaged by a leading US-based Global FMCG, as their Content Studio Agency
Partner, which draws on both our "Real-Time Brands" and "Orchestration
Partner" propositions with a focus on quality creative combined with dimension
and cultural relevancy, beyond simply making assets at scale. These new wins
contributed to our second-half performance and over time are expected to be
significant relationships for us. In October, another existing US-based Global
FMCG client appointed us to help implement AI throughout its marketing supply
chain, a partnership based on a new subscription-based model focussing on
outputs and outcomes. We continue to win multiple exploratory assignments and
AI film projects, as clients experiment and explore AI applications and
develop AI use cases. AI capability is becoming more central to the agency's
way of working and new business efforts. In this regard the Company's early
adoption of AI and proactive approach to staff training on AI is beginning to
pay off. We have won four major AI industry awards in the last two years.
Our new go-to-market propositions, Orchestration Partner, Real-Time Brands,
Media Acceleration and Digital Transformation are all starting to
resonate strongly with clients. These are built around hyper-personalisation
at scale, social media, brand strategy, platform expertise and leveraging of
technology.
Balance Sheet
Year end net debt(6) was £86.9 million, or 1.1x net debt/12 month operational
EBITDA. This compared to £142.9 million at the end of 2024, reflecting a
strong improvement in working capital. The balance sheet has sufficient
liquidity and long-dated debt maturities and our key covenant is net debt not
to exceed 4.5x the 12 month pro-forma EBITDA.
ESG
We remain committed to the pillars of our ESG strategy: people fulfilment, our
responsibility to the world and one brand. We continue to focus on improving
our external reporting, our reporting tools and governance to help us move
towards increased transparency and effective reporting and to comply with
current client requests and global regulatory requirements.
We remain focused on the wellbeing of our people and their experiences and
added Debra Stroff as our new Chief People Officer. Her leadership will foster
a culture where technology serves our people, allowing every individual to
grow and find more space for creativity. Developing stronger cultural
awareness remains central to our commitment to inclusion and operating as One
Brand.
Across the Group, we support communities through donated hours and deliver For
Good projects with clients that generate positive social, cultural or
environmental impact. We continue to enjoy our B Corp status. The
certification reflects our commitment to stakeholder-driven governance, social
impact and DE&I and transparent reporting.
Subsequent events
Subsequent to the year ended 31 December 2025, the Group has repurchased
€25.7 million of its €375 million Term Loan B at a discount, including
€1 million remaining to be settled. Following settlement, the remaining
€349.3 million is due to mature in August 2028.
On the 23 March 2026 the Board proposed to pay a final dividend of 1.1p per
share, a 10% increase compared to prior year, amounting to £7.4 million,
subject to shareowner approval. This will be paid on 10 July 2026 to all
shareowners on the register as at 5 June 2026.
Summary and outlook
Clients are expected to remain cautious in the near term due to macroeconomic
uncertainty, evolving tariff dynamics, and the conflict in the Middle East,
alongside shifting technology priorities toward AI capex rather than
marketing. Despite this, the Company remains confident in its strategy,
business model, talent, and scaled client relationships, positioning it for
sustainable long-term growth. 2026 like-for-like net revenue is expected to be
in line with current analyst consensus, slightly below 2025, with operational
EBITDA margin targeted to increase by at least 100 basis points, primarily due
to the annualised impact of the 2025 cost actions. Despite a challenging first
quarter, with the conflict in the Middle East having an impact on clients, the
Company expects an improved performance in the second half, reflecting the
seasonal nature of the business and the phasing of new business revenue. The
proportion of operational EBITDA in H1 2026 is expected to increase compared
to H1 2025 due to the annualised impact of the 2025 cost out actions.
Our targeted range for net debt at 31 December 2026 is £60 million to £90
million. We target medium term leverage of under 1.0x operational EBITDA and
below our previous range. Net finance costs are expected to reduce from £25.7
million in 2025 to circa £20 - 22 million in 2026. Over the longer term we
expect operational EBITDA margins to return to historic levels of around
20%(7).
The strategy of S(4)Capital remains the same. The Company's unitary, purely
digital transformation model, based on first-party data fuelling the creation,
production and distribution of digital advertising content, distributed by
digital media and built on technology platforms to ensure success and
efficiency, resonates with clients. Our promise 'faster, better, cheaper and
more' or 'speed, quality, value and more' and a unitary structure both appeal
strongly, even more so in challenging economic times.
Financial review
Summary of results
£ millions Year ended Year ended change Reported change
Like-for-like(3)
31 Dec 2025 31 Dec 2024
Billings(1) 1,912.9 1,963.0 (2.6%) 0.4%
Revenue 754.8 848.2 (11.0%) (8.7%)
Net revenue(2) 673.0 754.6 (10.8%) (8.4%)
Operational EBITDA(4) 81.2 87.8 (7.5%) (3.2%)
Operational EBITDA margin(4) 12.1% 11.6% 50bps 70bps
Adjusted operating profit(5) 74.0 78.3 (5.5%)
Adjusting items(5) (71.3) (381.1) 81.3%
Adjusted operating profit margin(5) 11.0% 10.4% 60bps
Net finance expenses and loss on net monetary position (26.5) (28.1) 5.7%
Adjusted result before income tax(5) 47.5 50.2 (5.4%)
Adjusted income tax expenses(5) (13.9) (15.5) 10.3%
Adjusted result for the year(5) 33.6 34.7 (3.2%)
Adjusted basic earnings per share(5) (pence) 5.0 5.2 (3.8%)
Dividend per share (pence) 1.1 1.0 10.0%
A full list of alternative performance measures and non-IFRS measures together
with reconciliations to IFRS or GAAP measures is set out in the Alternative
Performance Measures Appendix.
Financial summary
2025 saw continued pressure on net revenue. The Group prioritised strict cost
control, right-sizing headcount to match activity and strong working capital
and cost management. As a result, operational EBITDA margin improved and net
debt significantly reduced. We are making solid progress with our finance
transformation programme including the roll out of our global finance system,
rationalising legal entities and integration of our Practices and people.
Reported billings were £1,912.9 million, up 0.4% like-for-like.
Reported revenue was £754.8 million, down 11.0% from £848.2 million, down
8.7% like-for-like.
Reported net revenue was £673.0 million, down 10.8%, down 8.4% like-for-like.
Operational EBITDA was £81.2 million compared to £87.8 million in the prior
year, a reported decrease of 7.5% and down 3.2% like-for-like. We have
continued to maintain a disciplined approach to cost management which has
resulted in the number of Monks at the end of the year being circa 6,350, down
11.5% from circa 7,150 at this time last year.
Operational EBITDA margin was 12.1%, up 50 basis points versus 11.6% in 2024
and up 70 basis points like-for-like. Our ambition remains to return full year
margins to historic levels, around 20%(7), over the longer term.
£ millions Year ended 2025 Statutory results Year ended 2025 Adjusting items Year ended 2025 Adjusted Results Year ended 2024 Statutory results Year ended Year ended
2024 Adjusting items 30 2024 Adjusted results
Billings(1) 1,912.9 - 1,912.9 1,963.0 - 1,963.0
Revenue 754.8 - 754.8 848.2 - 848.2
Net revenue(2) 673.0 - 673.0 754.6 - 754.6
Operational EBITDA(4) 81.2 - 81.2 87.8 - 87.8
Operational EBITDA margin(4) 12.1% - 12.1% 11.6% - 11.6%
Depreciation, amortisation and impairment (56.6) 49.4 (7.2) (355.0) 345.5 (9.5)
Acquisition expenses 1.1 (1.1) - 1.3 (1.3) -
Share-based payments (4.0) 4.0 - (6.5) 6.5 -
Restructuring and other one-off expenses* (19.0) 19.0 - (30.4) 30.4 -
Operating profit/ (loss) 2.7 71.3 74.0 (302.8) 381.1 78.3
Net finance expense and loss on net monetary position (26.5) - (26.5) (28.1) - (28.1)
Result before income tax (23.8) 71.3 47.5 (330.9) 381.1 50.2
Income tax expense (1.0) (12.9) (13.9) 24.0 (39.5) (15.5)
Result for the period (24.8) 58.4 33.6 (306.9) (341.6) 34.7
Basic (loss)/earnings per share (pence) (3.7) 8.7 5.0 (45.7) 50.9 5.2
Number of Monks 6,345 - 6,345 7,166 - 7,166
Net debt(6) (86.9) - (86.9) (142.9) - (142.9)
*Depreciation, amortisation and impairment excludes £11.8 million (2024:
£13.2 million) right-of-use asset depreciation. Restructuring and other
one-off expenses includes £2.0 million (2024: £5.3 million) reversal of
impairment on right-of-use assets.
A full list of alternative performance measures and non-IFRS measures together
with reconciliations to IFRS or GAAP measures is set out in the Alternative
Performance Measures Appendix.
Reported adjusted operating profit was down 5.5% to £74.0 million from £78.3
million, before adjusting items of £71.3 million. This primarily comprised
£17.0 million of restructuring costs and £49.4 million of amortisation of
intangible assets.
Reported operating profit was £2.7 million versus a loss of £302.8 million
in the prior year, primarily due to the non-cash impairment charge adjusting
item in 2024.
The loss for the year was £24.8 million (2024: £306.9 million).
Adjusted basic earnings per share was 5.0p, versus adjusted basic earnings per
share of 5.2p in 2024.
Practice and Geographic Performance
£ millions Year ended Year ended change Reported change
Like-for-like(3)
31 Dec 2025 31 Dec 2024
Marketing Services(9) 614.0 667.9 (8.1%) (5.6%)
Technology Services 59.0 86.7 (31.9%) (29.9%)
Net revenue(2) 673.0 754.6 (10.8%) (8.4%)
Americas 537.4 587.9 (8.6%) (5.6%)
EMEA 99.9 123.4 (19.0%) (19.6%)
Asia-Pacific 35.7 43.3 (17.6%) (13.8%)
Net revenue(2) 673.0 754.6 (10.8%) (8.4%)
Marketing Services(9) 92.6 94.7 (2.2%) 1.5%
Technology Services 8.9 11.5 (22.6%) (19.8%)
S(4) Central (20.3) (18.4) (10.3%) (10.3%)
Operational EBITDA(4) 81.2 87.8 (7.5%) (3.2%)
Marketing Services(9) 15.1% 14.2% 90bps 110bps
Technology Services 15.1% 13.3% 180bps 190bps
Operational EBITDA margin(4) 12.1% 11.6% 50bps 70bps
Practice performance
Marketing Services reported operational EBITDA was £92.6 million, down 2.2%,
up 1.5% like-for-like. Despite the revenue decline, operational EBITDA margin
improved to 15.1%, compared to 14.2% in 2024, reflecting disciplined cost
management.
Technology Services reported operational EBITDA of £8.9 million down 22.6%,
down 19.8% like-for-like. This primarily relates to the anticipated reduction
in transformation revenue from one large client in the first half of the year,
as well as longer sales cycles for new business. Operational EBITDA margin
improved to 15.1% compared to 13.3% in 2024 again due to disciplined cost
management.
Reported central costs of £20.3 million were up 10.3% in 2025 mainly due to
the centralisation of procurement, IT, the annualised impact of 2024 hires and
a step up in treasury management. These investments position us to drive
further efficiencies across the Group.
Geographic performance
Americas reported net revenue was £537.4 million (80% of total), down 8.6%,
5.6% like-for-like.
EMEA reported net revenue was £99.9 million (15% of total), down 19.0%, 19.6%
like-for-like.
APAC reported net revenue was £35.7 million (5% of total), down 17.6%, 13.8%
like-for-like.
Cash flow
£ millions Year ended 31 Dec 2025
Year ended
31 Dec 2024
Operational EBITDA 81.2 87.8
Capital expenditure(1) (4.9) (7.5)
Interest and facility fees paid (23.6) (29.1)
Interest received 2.2 2.1
Income tax paid (3.5) (9.0)
Restructuring and other one-off expenses paid (20.4) (21.1)
Change in working capital(2) 55.5 14.6
Free cashflow 86.5 37.8
Mergers & Acquisitions (0.4) (9.9)
Other(3) (30.1) 10.0
Movement in net debt 56.0 37.9
Opening net debt (142.9) (180.8)
Net debt (86.9) (142.9)
Notes:
The table reflects how the business is managed, and this is a non-statutory
cash flow format. See consolidated statement of cash flows for statutory cash
flow format.
1. Includes purchase of intangible assets, purchase of property, plant and
equipment, and security deposits offset by proceeds from disposal of property,
plant and equipment.
2. Working capital primarily includes movement on receivables, payables,
principal elements of lease payments and depreciation of right-of-use assets.
3. Other includes foreign exchange of £22.0 million (2024: £10.3
million), hyperinflation gain of £1.6 million (2024: £2.0 million loss) and
share buybacks of £nil (2024: £2.5 million).
Free cashflow for 2025 was £86.5 million, an increase of £48.7 million
compared to 2024, due to an improvement in working capital and lower cash tax
paid.
With our M&A obligations largely complete, cash paid was £0.4 million.
Treasury and net debt
2025 2024
Net debt reconciliation
£ millions
Cash and cash equivalents 240.8 168.4
Loans and borrowings (excluding bank overdrafts) (327.7) (311.3)
Net debt (86.9) (142.9)
Year end net debt was £86.9 million (2024: £142.9 million) or 1.1x net
debt/12 month operational EBITDA. The balance sheet has sufficient liquidity
and long dated debt maturities. During the year S(4)Capital Group complied
with the covenants set in its loan agreement. The 12 month operational EBITDA
for the year was £81.2 million.
S(4)Capital Group's key covenant is that the net debt should not exceed 4.5:1
of the earnings before interest, tax, depreciation and amortisation. This
ratio is measured at the end of any relevant period of 12 months ending each
semi-annual date in a financial year, as defined in the facility agreement. As
at 31 December 2025, the net debt/pro-forma EBITDA, as defined by the
facilities agreement, was 1.1x.
The duration of the 2021 facilities agreement is seven years in relation to
the Term Loan B and the termination date is August 2028. The term of the RCF
is five years and the termination date is August 2026. £80 million of the RCF
facility has been extended to February 2028, with four relationship banks
extending on the same terms, with the remaining £20 million terminating in
August 2026 as a result of one relationship bank exiting. The RCF remains
undrawn as at 31 December 2025.
Subsequent to the year ended 31 December 2025, the Group has repurchased
€25.7 million of its €375 million Term Loan B at a discount, including
€1 million remaining to be settled. Following settlement, the remaining
€349.3 million is due to mature in August 2028.
Interest and tax
Net finance costs were £25.7 million (2024: £26.4 million), a decrease of
£0.7 million due to favourable exchange rates and reduction in bank interest
expenses. The income tax expense for the year was £1.0 million (2024: £24.0
million credit).
Balance sheet
Overall, the Group reported net assets of £506.0 million as at 31 December
2025, a decrease of £71.5 million compared to 31 December 2024 primarily
driven by amortisation of intangible assets and foreign exchange fluctuation.
Acquisitions
No acquisitions were made in the year ended 31 December 2025.
About S(4)Capital
Our strategy is to build a purely digital advertising and marketing services
business for global, multinational, regional, and local clients, and
millennial-driven influencer brands. This will be achieved by leading
businesses in two synchronised Practices: Marketing services and Technology
services, along with an emphasis on 'faster, better, cheaper, more' execution
in an always-on consumer-led environment, with a unitary structure.
The Company now has approximately 6,350 people in 33 countries with
approximately 80% of net revenue across the Americas, 15% across Europe, the
Middle East and Africa and 5% across Asia-Pacific. The longer-term objective
is a geographic split of 60%:20%:20%. At the Group's last full year results
Marketing Services accounted for approximately 91% of net revenue and
Technology Services 9%.
Sir Martin was CEO of WPP for 33 years, building it from a £1 million 'shell'
company in 1985 into the world's largest advertising and marketing services
company, with a market capitalisation of over £16 billion on the day he left.
Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi
Company Plc for nine years.
Consolidated statement of profit or loss
For the year ended 31 December 2025
2025 2024
£m £m
Note
Revenue 7 754.8 848.2
Direct costs (81.8) (93.6)
Net revenue 7 673.0 754.6
Personnel costs (503.9) (581.5)
Other operating expenses (80.1) (78.7)
Acquisition, restructuring and other one-off expenses (19.0) (23.8)
Depreciation, amortisation and impairment (67.3) (373.5)
Share of profit of joint ventures and associates - 0.1
(670.3)
Total operating expenses (1,057.4)
Operating profit/(loss) 2.7 (302.8)
Adjusted operating profit 74.0 78.3
Adjusting items(1) (71.3) (381.1)
Operating profit/(loss) 2.7 (302.8)
Finance income 2.9 5.3
Finance costs (28.6) (31.7)
Net finance costs (25.7) (26.4)
Loss on the net monetary position (0.8) (1.7)
(23.8)
Loss before income tax (330.9)
Income tax (expense)/credit(2) (1.0) 24.0
Loss for the year (24.8) (306.9)
Attributable to owners of the Company (24.8) (306.9)
Attributable to non-controlling interests - -
(24.8) (306.9)
Loss per share is attributable to the ordinary equity holders of the Company
Basic loss per share (pence)
(3.7) (45.7)
Diluted loss per share (pence) (3.7) (45.7)
Notes:
1. Adjusting items comprises amortisation of £49.4 million
(2024: £44.3 million), impairment of intangible assets of £nil (2024:
£301.2 million), acquisition related gain of £1.1 million (2024: £1.3
million gain), share-based payments of £4.0 million (2024: £6.5 million) and
restructuring and other one-off expenses of £19.0 million (2024: £30.4
million).
2. Income tax expense includes £nil (2024: £20.8 million
credit) relating to the deferred tax impact of the impairment charge of £nil
(2024: £301.2 million charge), resulting in a net impairment charge of £nil
(2024: £280.4 million).
The results for the year are wholly attributable to the continuing operations
of the Group.
Consolidated statement of comprehensive income
For the year ended 31 December 2025
2025 2024
£m £m
Loss for the year (24.8) (306.9)
Other comprehensive expense
Items that may be reclassified to profit or loss
Foreign operations - foreign currency translation differences (46.6) (16.8)
Other comprehensive expense (46.6) (16.8)
Total comprehensive expense for the year (71.4) (323.7)
Attributable to owners of the Company (71.4) (323.7)
Attributable to non-controlling interests - -
(71.4) (323.7)
Consolidated balance sheet
As at 31 December 2025
2025 2024
£m £m
Note
Assets
Goodwill 8 381.0 391.2
Intangible assets 258.4 315.2
Right-of-use assets 27.3 34.7
Property, plant and equipment 9.9 16.4
Interest in joint ventures and associates 0.8 0.8
Deferred tax assets 46.7 49.0
Other receivables 4.5 9.2
Non-current assets 728.6 816.5
Trade and other receivables 374.2 450.8
Current tax assets 4.0 9.6
Cash and cash equivalents 240.8 168.4
Current assets 619.0 628.8
Total assets 1,347.6 1,445.3
Liabilities
Deferred tax liabilities (12.9) (18.6)
Loans and borrowings (324.3) (307.2)
Lease liabilities (19.4) (29.7)
Contingent consideration and holdbacks 9 - (4.8)
Provisions (2.3) (3.5)
Non-current liabilities (358.9) (363.8)
Trade and other payables (452.9) (482.0)
Contingent consideration and holdbacks 9 (6.2) (4.7)
Loans and borrowings (0.1) (0.2)
Lease liabilities (12.0) (12.8)
Provisions (8.5) (0.8)
Current tax liabilities (3.0) (3.5)
Current liabilities (482.7) (504.0)
Total liabilities (841.6) (867.8)
Net assets 506.0 577.5
Equity
Share capital 167.5 154.9
Share premium 205.2 164.9
Other reserves(1) 19.5 70.7
Foreign exchange reserves (69.5) (22.9)
Retained earnings 183.2 209.8
Attributable to owners of the Company 505.9 577.4
Non-controlling interests 0.1 0.1
Total equity 506.0 577.5
Notes:
1.
During 2024 the Group completed a share buy-back scheme and purchased
6,000,000 shares for £2.5 million.
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share capital(1) Share premium Other reserves(2) Foreign exchange reserves Retained earnings/ (accumulated losses) Attributable to owners of the Company Non-controlling interests Total equity
£m £m £m £m £m £m £m £m
At 1 January 2024(3) 145.9 80.4 162.7 (6.1) 508.9 891.8 0.1 891.9
Hyperinflation restatement - - 4.5 - - 4.5 - 4.5
Adjusted 145.9 80.4 167.2 (6.1) 508.9 896.3 0.1 896.4
opening balance
Comprehensive expense for the year
Loss for the year - - - - (306.9) (306.9) - (306.9)
Other comprehensive - - - (16.8) - (16.8) - (16.8)
income
Total comprehensive expense for the year - - - (16.8) (306.9) (323.7) - (323.7)
Transactions with owners of the Company
Business combinations 9.0 84.5 (94.9) - 1.8 0.4 - 0.4
Share-based payments - - 0.9 - 6.0 6.9 - 6.9
Share buy-backs - - (2.5) - - (2.5) - (2.5)
At 31 December 2024 154.9 164.9 70.7 (22.9) 209.8 577.4 0.1 577.5
Hyperinflation restatement - - 2.2 - - 2.2 - 2.2
Adjusted 154.9 164.9 72.9 22.9 209.8 579.6 0.1 579.7
opening balance
Comprehensive expense for the year
Loss for the year - - - - (24.8) (24.8) - (24.8)
Other comprehensive - - - (46.6) - (46.6) - (46.6)
income
Total comprehensive expense for the year - - - (46.6) (24.8) (71.4) - (71.4)
Transactions with owners of the Company
Business combinations 12.6 40.3 (54.1) - 1.0 (0.2) - (0.2)
Dividends - - - - (6.1) (6.1) - (6.1)
Share-based payments - - 0.7 - 3.3 4.0 - 4.0
At 31 December 2025 167.5 205.2 19.5 (69.5) 183.2 505.9 0.1 506.0
Notes:
1. At the end of the reporting period, the issued and paid up share
capital of S(4)Capital plc consisted of 670,052,897 (2024: 619,636,656)
Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
2. Other reserves primarily includes the deferred equity consideration
arising from business combinations of £7.2 million (2024: £61.3 million),
made up of TheoremOne for £7.2 million, the treasury shares issued in the
name of S(4)Capital plc to an employee benefit trust for the amount of £0.7
million (2024: £0.3 million), share buy-backs of £nil (2024: £2.5 million)
and hyperinflation restatement in Argentina of £14.2 million (2024: £12.0
million).
Consolidated statement of cashflows
For the year ended 31 December 2024
2025 2024
Note £m £m
Cash flows from operating activities
Loss before income tax (23.8) (330.9)
Net finance costs 25.7 26.4
Depreciation, amortisation and impairment 67.3 373.5
Share-based payments 4.0 6.8
Acquisition, restructuring and other one-off expenses 19.0 23.8
Employment linked contingent consideration paid(1) (0.1) (2.9)
Restructuring and other one-off expenses paid (20.4) (21.1)
Share of profit in joint venture - (0.1)
Loss on the net monetary position 0.8 1.7
Other non-cash items (1.6) 2.0
Decrease/(increase) in trade and other receivables 66.1 (44.4)
(Decrease)/increase in trade and other payables (9.4) 58.3
Cash flows from operations 127.6 93.1
Income taxes paid (3.5) (9.0)
Net cash flows generated from operating activities 124.1 84.1
Cash flows from investing activities
Purchase of intangible assets (2.4) (4.2)
Purchase of property, plant and equipment (2.3) (4.0)
Proceeds from disposal of property, plant and equipment 0.1 0.1
Acquisition of subsidiaries, net of cash acquired(1) 6, 9 (0.3) (7.0)
Interest received 2.2 2.1
Dividends from joint venture - 0.2
Amounts withdrawn (paid into)/withdrawn from security deposits (0.3) 0.5
Cash flows used in investing activities (3.0) (12.3)
Cash flows from financing activities
Share buy-backs - (2.5)
Principal element of lease payments (13.0) (12.7)
Repayments of loans and borrowings (0.2) (0.2)
Transaction costs on borrowings (0.5) -
Interest and facility fees paid (23.6) (29.1)
Dividends paid (6.1) -
Cash flows used in financing activities (43.4) (44.5)
Net movement in cash and cash equivalents 77.7 27.3
168.4 145.7
Cash and cash equivalents at the beginning of the year
Exchange loss on cash and cash equivalents (5.3) (4.6)
Cash and cash equivalents at the end of the year 240.8 168.4
Notes:
1. Acquisitions of subsidiaries comprises contingent
consideration and holdback payments, net of cash released from escrow accounts
of £0.2 million (2024: £3.3 million). Employment linked contingent
consideration paid is net of cash released from escrow accounts of £nil
(2024: £0.6 million).
Notes to the condensed consolidated financial statements
For the year ended 31 December 2025
1. General information
S(4)Capital plc ('S(4)Capital' or 'Company') is a public limited company
incorporated on 14 November 2016 in the United Kingdom. The Company has its
registered office at 12 St James's Place, London, SW1A 1NX, United Kingdom.
Its shares are listed on the London Stock Exchange. Under the UK Listing Rules
S4Capital plc is in the equity shares (transition) category.
The condensed consolidated financial statements represent the audited results
of the Company and its subsidiaries (together referred to as 'S(4)Capital
Group' or the 'Group').
S(4)Capital Group is a tech-led, new age/new era digital advertising and
marketing and technology services company.
2. Basis of preparation
A. Statement of compliance
The condensed consolidated financial statements of S(4)Capital plc have been
prepared in accordance with UK-adopted International Accounting Standards and
with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31 December 2025. The results for the
year have been extracted from the 31 December 2025 audited consolidated
financial statements which have been approved by the Board of Directors. The
statutory accounts for 2025 have been reported on by the Group's auditors
and will be delivered to the Registrar of Companies in due course. The
auditors have reported on those accounts; their reports were (i) unqualified,
(ii) did not include references to any matters to which the auditors drew
attention by way of emphasis without qualifying their reports and (iii) did
not contain statements under Sections 498(2) or 498(3) of the Companies Act
2006. The audited financial information is prepared under the historical
cost basis, unless stated otherwise in the accounting policies.
The Group has undertaken a detailed going concern assessment, reviewing cash
flow projections for the next twelve months,
under both base and a severe yet plausible downside scenario. The primary
assumptions in the base case are in accordance with the Group's Board-approved
2026-28 three-year plan, adjusted for latest outlook. The Directors believe
that the Group's forecasts have been prepared on a prudent basis. Considering
the Group's bank covenant and liquidity headroom and cost mitigation actions
which could be implemented, the Directors have concluded that the Group will
be able to operate within its facilities and comply with its banking covenants
for the foreseeable future and therefore believe it is appropriate to prepare
the consolidated financial statements of the Group on a going concern basis
and that there are no material uncertainties which gives rise to a significant
going concern risk. Given its debt maturity profile and available facilities,
the Directors believe the Group has sufficient liquidity to match its
requirements for the foreseeable future.
B. Restatement and re-presentation
Representation of segment information
Following our organisational announcement, effective 1 January 2025, the
Group's reportable segments under IFRS 8 'Operating Segments' comprise two
Practices; Marketing Services and Technology Services. Marketing Services
comprises the previously reported Content and Data&Digital Media segments.
The information presented for prior periods have been re-presented to be on a
consistent basis with the new segments.
C. Functional and presentation currency
The condensed consolidated financial statements are presented in Pound
Sterling (GBP or £), the Company's functional currency. All financial
information in Pound Sterling has been rounded to the nearest million unless
otherwise indicated.
D. Principal risks and uncertainties
The principal risks and uncertainties facing the Group as at 31 December 2025
relate to the following:
¤ Macroeconomic headwinds
¤ Operational decision making and internal efficiencies
¤ Talent lifecycle
¤ Governance and compliance
¤ Artificial intelligence
¤ Business transformation
¤ Key customers
¤ Reputation risk
¤ Information security and data privacy
¤ Competitive environment
3. Significant accounting policies
The condensed consolidated financial statements have been prepared on a
consistent basis with the accounting policies of the Group which were set out
on pages 122 to 131 of the Annual Report and Accounts 2024, excluding the
impact of amended standards as detailed below.
The following amended standards became applicable for the current reporting
period. These are as follows:
Lack of exchangeability - Amendments to IAS 21
For annual reporting periods beginning on or after 1 January 2025, Lack of
Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates specifies how an entity should assess whether a currency is
exchangeable and how it should determine a spot exchange rate when
exchangeability is lacking. The amendments also require disclosure of
information that enables users of its financial statements to understand how
the currency not being exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance, financial position and
cash flows. The amendments did not have a material impact on the Group's
financial statements.
4. Critical accounting judgements and estimates
In preparing these condensed consolidated financial statements, the critical
accounting judgements and estimates made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those that applied to the Annual Report and Accounts 2024.
5. Statutory information and independent review
The condensed consolidated financial statements for the year ended 31 December
2025 do not constitute statutory accounts within the meaning of section 434 of
the Companies Act 2006. A full copy of the 2025 Annual Report and Accounts
will be available online in April 2026. The statutory accounts for the year
ended 31 December 2024 have been delivered to the Registrar of Companies and
received an unqualified auditors' report, did not include a reference to any
matters to which the auditors drew attention by way of an emphasis of matter
and did not contain a statement under sections 498 (2) or (3) of the Companies
Act 2006.
6. Acquisitions
Current year acquisitions
There were no acquisitions during the year ended 31 December 2025.
Prior year acquisitions
TheoremOne
Included within other reserves at 31 December 2025 is £7.2 million (2024
£26.4 million) comprised of £7.2 million recognised as deferred equity
consideration in 2023.
At 31 December 2025, £5.7 million of holdbacks (2024: £6.1 million) remain
relating to amounts held back due to cover and indemnify the Group against
certain acquisition costs and damages. The Group currently expects to settle
the maximum holdback amount. The amount payable would be dependent on the
amount of these acquisition costs and damages, with the minimum amount payable
being £nil.
7. Segment information
A. Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker (CODM). The CODM has
been identified as the Board of Directors of S(4)Capital Group.
Following our organisational announcement, effective 1 January 2025, the
Group's reportable segments comprise two Practices: Marketing Services and
Technology Services. Marketing Services comprises the previously reported
Content and Data&Digital Media segments. The information presented for
prior periods have been re-presented to be on a consistent basis with the new
segments.
During the year, S(4)Capital Group has two reportable segments as follows:
· Marketing Services: Creative content, campaigns, and assets at a
global scale for paid, social and earned media - from digital platforms and
apps to brand activations that aim to convert consumers at every possible
point of contact. Full-service campaign management analytics, creative
production and ad serving, platform and systems integration and transition,
training and education
· Technology Services: digital transformation services in
delivering advanced digital product design, engineering services and delivery
services.
The customers are primarily businesses across technology, FMCG, automobile and
media and entertainment. Any intersegment transactions are based on commercial
terms.
The Board of Directors monitor the results of the reportable segments
separately for the purpose of making decisions about resource allocation and
performance assessment prior to charges for tax, depreciation and
amortisation.
The Board of the Group uses net revenue rather than revenue to manage the
Company due to the fluctuating amounts of direct costs, which are recharged as
part of revenue.
The following is an analysis of the Group's net revenue and results by
reportable segments:
Marketing Services(1) Technology Services
2025 £m £m Total
£m
Revenue 695.8 59.0 754.8
Net revenue 614.0 59.0 673.0
Segment profit(2,3) 92.6 8.9 101.5
Overhead costs (20.3)
Adjusted non-recurring and acquisition related expenses(4) (21.0)
Depreciation, amortisation and impairment(5,6) (57.5)
Net finance costs and gain on net monetary position (26.5)
Loss before income tax (23.8)
Marketing Services(1) Technology Services
2024 £m £m Total
£m
Revenue 761.7 86.5 848.2
Net revenue 667.9 86.7 754.6
Segment profit(2,3) 94.7 11.5 106.2
Overhead costs (18.4)
Adjusted non-recurring and acquisition related expenses(4) (35.6)
Depreciation, amortisation and impairment(5,6) (355.0)
Net finance costs and gain on net monetary position (28.1)
Loss before income tax (330.9)
Notes:
1. Comparative information for the prior year has been represented to
reflect the Group's revised segment structure.
2. Including £11.8 million (2024: £13.2 million) depreciation of
right-of-use assets and £2.0 million reversal of impairment of right-of-use
assets (2024: £5.3 million impairment) and £0.9 million impairment of
property, plant and equipment to align with internal decision making.
3. In arriving at segment profit, personnel costs of £445.3 million (2024:
£497.4 million) and £45.2 million (2024: £68.4 million) were deducted from
Marketing Services and Technology Services respectively.
4. Comprised of acquisition and restructuring expenses of £15.9 million
(2024: £21.7 million), share-based payment costs of £4.0 million (2024:
£6.5 million), transformation costs of £4.1 million (2024: £4.2 million),
reversal of impairment of right-of-use assets of £2.0 million (2024: £5.3
million) and onerous lease provisions credit of £1.0 million (2024: £2.1
million expense).
5. Includes impairment of intangibles of £nil (2024: £204.4 million in
Marketing Services and £96.8 million in Technology Services).
6. Excluding £11.8 million (2024: £13.2 million) depreciation of
right-of-use assets and £2.0 million reversal of impairment of right-of-use
assets (2024: £5.3 million impairment) and £0.9 million impairment of
property, plant and equipment to align with internal decision making.
Segment profit represents the profit earned by each segment without allocation
of the share of loss of joint ventures, central administration costs including
Directors' salaries, finance income, non-operating gains and losses, and
income tax expense. This is the measure reported to the Group's Board of
Directors for the purpose of resource allocation and assessment of segment
performance.
B. Information about major customers
One (2024: one) customer accounted for more than 10% of the Group's revenue
during the year, contributing £132.0 million (2024: £148.1 million). The
revenue from this customer was attributable to Marketing Services.
8. Goodwill
2025 2024
Cost £m £m
At the start of the year 697.3 706.5
Foreign exchange differences (22.1) (9.2)
At the end of the year 675.2 697.3
2025 2024
Accumulated impairment £m £m
At the start of the year (306.1) (15.2)
Impairment charge in year - (280.4)
Foreign exchange differences 11.9 (10.5)
At the end of the year (294.2) (306.1)
2025 2024
Net book value £m £m
At the start of the year 391.2 691.3
At the end of the year 381.0 391.2
Goodwill represents the excess of consideration over the fair value of the
Group's share of the net identifiable assets of the acquired subsidiary at the
date of acquisition.
Impairment testing
Goodwill acquired through business combinations is allocated to CGUs for the
purpose of impairment testing.
Effective 1 January 2025, the Group has focused its capabilities into two
Practices: Marketing Services and Technology Services which also represent its
two reportable segments and CGUs.
Marketing Services comprises the previously reported Content and
Data&Digital Media CGUs. The goodwill held at 31 December 2025 is
allocated to the Marketing Services CGU. The goodwill related to the
Technology Services CGU was fully impaired during the year ended 31 December
2024. For the year ended 31 December 2025, following impairment indicators, an
impairment test was performed over the remaining assets other than goodwill.
The recoverable amount for each CGU is determined using a value-in-use
calculation. In determining the value-in-use, the Group uses forecast revenue
and profits adjusted for non-cash transactions to generate cash flow
projections. The forecasts are prepared by management based on the
Board-approved three-year business plans for each CGU with a long-term growth
rate of 2.0% applied in perpetuity beyond the three-year explicit forecast
period. The forecasts reflect the expected financial performance for each CGU,
and consider the impact of inflation and the latest macroeconomic trends and
external factors, as well as historic performance and trends, amongst other
factors.
For Marketing Services, with a headroom of £101.0 million (2024: net
impairment in Content of £196.5 million and headroom of £1.1 million in
Data&Digital Media), the range of net revenue growth rates across the
three-year-forecast period is between -0.2% and 5.0% (2024: -0.6% and 15.2%),
and the range of EBITDA margin across the three-year forecast period is
between 18.7% and 23.5% (2024: 12.6% and 19.0%). A pre-tax discount rate of
17.2% (2024: 14.3% and 15.1%) has been used, with a long-term growth rate of
2.0% (2024: 2.0%) applied in perpetuity beyond the three-year explicit
forecast period. The recoverable amount would equal the carrying amount either
if net revenue growth were to be reduced to a range of -0.3% to 3.7% (with
costs remaining unchanged) or if EBITDA margin were to be reduced to a range
of 16.1% to 21.0% (with net revenue remaining unchanged).
For Technology Services, with a headroom of £20.5 million (2024: net
impairment of £83.9 million), the range of net revenue growth rates across
the three-year-forecast period is between -2.2% and 5.0% (2024: -4.9% and
10.2%) , and the range of EBITDA margin across the three-year forecast period
is between 19.8% and 24.9% (2024: 15.7% and 17.0%) . A pre-tax discount rate
of 15.1% (2024: 13.4%) has been used, with a long-term growth rate of 2.0%
(2024: 2.0%) applied in perpetuity beyond the three-year explicit forecast
period. The recoverable amount would equal the carrying amount either if net
revenue growth were to be reduced to a range of -3.3% to 2.4% (with costs
remaining unchanged) or if EBITDA margin were to be reduced to a range of
14.2% to 19.3% (with net revenue remaining unchanged).
The following is a sensitivity analysis for Marketing Services and Technology
Services showing the headroom/(impairment) in the case of changes in the key
assumptions. The consequential impacts of the changes in net revenue growth
and EBITDA margins on cash flow assumptions including working capital
movements and tax charges have been incorporated into the sensitivity analyses
set out below, but all other variables are held constant.
EBITDA margin 150bps reduction(2)
Net revenue growth 30% reduction(1) £m
£m
Marketing Services (13.0) 43.1
Technology Services 8.3 15.1
Notes:
1. A 30% reduction has been applied to net revenue growth rate in each year of
the explicit forecast period (with costs remaining unchanged), with the
long-term growth rate unchanged.
2. A 150 basis point reduction in EBITDA margin has been applied in each year
of the forecast period, including in the terminal period (with revenue
remaining unchanged).
In the net revenue growth sensitivity analyses referred to above, no cost
mitigation actions are assumed within the forecasts. In the event of a
reduction in net revenue growth, the Group has identified cost control
measures that could be implemented, such as reduced bonuses, limited
recruitment, cost control measures on certain areas of discretionary spend,
reviewing the Group's work force and implementing measures to optimise
resource allocation, identifying and implementing cost-saving measures across
the Group and re-evaluating the Group's product and service offerings to focus
on high-margin high-demand areas.
9. Financial instruments
Financial instruments by category
2025 2024
Financial assets £m £m
Financial assets held at amortised cost
Cash and cash equivalents 240.8 168.4
Trade receivables 213.3 364.7
Accrued income 46.4 31.1
Other receivables 98.5 48.2
Total 599.0 612.4
2025 2024
Financial liabilities £m £m
Financial liabilities held at amortised cost
Trade and other payables (400.5) (412.8)
Loans and borrowings (324.5) (307.4)
Lease liabilities (31.3) (42.5)
Financial liabilities held at fair value through profit and loss
Contingent consideration and holdbacks (6.2) (9.5)
Total (762.5) (772.2)
The following table categorises the Group's financial liabilities held at fair
value on the consolidated balance sheet. There have been no transfers between
levels during the year (2024: none).
2025 2025 2024 2024
Fair value Level 3 Fair value Level 3
Financial liabilities £m £m £m £m
Contingent consideration and holdbacks (6.2) (6.2) (9.5) (9.5)
Total (6.2) (6.2) (9.5) (9.5)
The following table shows the movement in contingent consideration and
holdbacks.
Performance Employment
linked linked
contingent contingent
Contingent consideration and holdbacks consideration consideration Holdbacks(1) Total
£m £m £m £m
Balance at 1 January 2024 (9.0) (3.0) (13.5) (25.5)
Recognised in consolidated statement of profit or loss - (0.7) 3.0 2.3
Cash paid 6.7 2.9 3.9 13.5
Equity settlement - - 0.2 0.2
Exchange rate differences (0.1) - 0.1 -
Balance at 31 December 2024 (2.4) (0.8) (6.3) (9.5)
Recognised in consolidated statement of profit or loss 1.7 0.7 - 2.4
Cash paid - 0.1 0.2 0.3
Exchange rate differences 0.3 - 0.3 0.6
Balance at 31 December 2025 (0.4) - (5.8) (6.2)
Included in current liabilities (2.4) (0.8) (1.5) (4.7)
Included in non-current liabilities - - (4.8) (4.8)
Balance at 31 December 2024 (2.4) (0.8) (6.3) (9.5)
Included in current liabilities (0.4) - (5.8) (6.2)
Included in non-current liabilities - - - -
Balance at 31 December 2025 (0.4) - (5.8) (6.2)
Notes:
1. Holdback payments of £0.2 million (2024: £3.9 million) includes £0.2
million (2024: £3.9 million) of cash paid out of escrow accounts.
Where the contingent consideration conditions have been satisfied,
consideration that is payable as equity is recognised within other reserves as
deferred equity consideration.
The fair value of the performance linked contingent consideration has been
determined based on management's best estimate of achieving future targets to
which the consideration is linked. The most significant unobservable input
used in the fair value measurements is the future forecast performance of the
acquired business. The fair value is assessed and recognised at the
acquisition date, and reassessed at each balance sheet date thereafter, until
fully settled, cancelled or expired. Any change in the range of future
outcomes is recognised in the consolidated statement of profit or loss. During
the year ended 31 December 2025, a fair value gain of £1.7 million (2024:
£nil) was recognised in the consolidated statement of profit or loss.
The fair value of the employment linked contingent consideration has been
determined based on management's best estimate of achieving future targets to
which the consideration is linked. The most significant unobservable input
used in the fair value measurements is the future forecast performance of the
acquired business. The fair value is assessed at the acquisition date, and
systematically accrued over the respective employment term. Any changes in the
range of future outcomes are recognised in the consolidated statement of
profit or loss. During the year ended 31 December 2025, a £0.7 million credit
(2024: £0.7 million charge) was recognised in the consolidated statement of
profit or loss. The £0.7 million credit (2024: £0.7 million charge) relates
to the release of accrual of the employment linked contingent consideration.
Holdbacks relate to amounts held by the Group to cover and indemnify the Group
against certain acquisition costs and damages. The fair value of the holdbacks
has been determined based on management's best estimate of the level of the
costs incurred and damages expected to which the holdback is linked, which is
the most significant unobservable input used in the fair value measurement.
During the year ended 31 December 2025 £nil (2024: £3.0 million credit) has
been recognised in the consolidated statement of profit or loss. No further
amounts are to be charged to the consolidated statement of profit or loss.
10. Net debt reconciliation
The following table shows the reconciliation of net cash flow to movements in
net debt:
Net debt including lease liabilities
Borrowings and overdrafts Cash Net debt Leases £m
£m £m £m £m
Net debt as at 1 January 2024 (326.5) 145.7 (180.8) (49.0) (229.8)
Financing cash flows 0.2 27.3 27.5 12.7 40.2
Lease additions - - - (2.0) (2.0)
Foreign exchange adjustments 15.0 (4.6) 10.4 1.6 12.0
Interest expense (25.5) - (25.5) (2.5) (28.0)
Interest payment 25.5 - 25.5 2.5 28.0
Other - - - (5.8) (5.8)
Net debt as at 31 December 2024 (311.3) 168.4 (142.9) (42.5) (185.4)
Financing cash flows 0.2 77.7 77.9 13.0 90.9
Lease additions - - - (2.3) (2.3)
Foreign exchange adjustments (16.6) (5.3) (21.9) 0.4 (21.5)
Interest expense (20.3) - (20.3) (2.1) (22.4)
Interest payment 20.3 - 20.3 2.1 22.4
Other - - - 0.1 0.1
Net debt as at 31 December 2025 (327.7) 240.8 (86.9) (31.3) (118.2)
This excludes transaction costs of £3.2 million (2024: £3.9 million).
11. Related party transactions
The Group has both an interest in joint venture with S(4)S Ventures and an
interest in associate with Hoorah. During the financial year, there were
transactions with S(4)S totalling £0.3m, which were outstanding at 31
December 2025.
On 2 January 2025 the Group (through S4 Capital 2 Limited) and Alvear Limited
became equal shareholders in a joint venture entity, Monkfilms Limited
("Monkfilms"). The primary commercial objective of Monkfilms is to secure a
production and distribution deal with a major media company for a documentary
film.
S(4)Capital Group did not have any other related party transactions during the
financial year (2024: £nil).
12. Events occurring after the reporting year
On the 23 March 2026 the Board proposed to pay a final dividend of 1.1p per
share, amounting to £7.4 million, subject to shareowner approval. This will
be paid on 10 July 2026 to all shareowners on the register as at 5 June 2026.
Subsequent to the year ended 31 December 2025, the Group has repurchased
€25.7 million of its €375 million Term Loan B at a discount, including
€1 million remaining to be settled. Following settlement, the remaining
€349.3 million is due to mature in August 2028.
Appendix- Alternative Performance Measures
The Group has included various alternative performance measures (APMs) in its
condensed consolidated financial statements. The Group includes these non-GAAP
measures as it considers these measures to be both useful and necessary to the
readers of these condensed consolidated financial statements to help them more
fully understand the performance and position of the Group. The Group's
measures may not be calculated in the same way as similarly titled measures
reported by other companies. The APMs should not be viewed in isolation and
should be considered as additional supplementary information to the IFRS
measures. Full reconciliations have been provided between the APMs and their
closest IFRS measures.
The Group has concluded that these APMs are relevant as they represent how the
Board assesses the performance of the Group and they are also closely aligned
with how shareowners value the business. They provide like-for-like,
year-on-year comparisons and are closely correlated with the cash inflows from
operations and working capital position of the Group. They are used by the
Group for internal performance analysis and the presentation of these measures
facilitates comparison with other industry peers as they adjust for
non-recurring factors which may materially affect IFRS measures. Adjusting
items for the Group include amortisation of acquired intangibles, acquisition
related expenses costs, share-based payments, employment-related acquisition
costs and restructuring costs. Whilst adjusted measures exclude amortisation
of intangibles, acquisition costs and restructuring costs they do include the
revenue from acquisitions and the benefits of the restructuring programmes and
therefore should not be considered a complete picture of the Group's financial
performance, that is provided by the IFRS measures.
The adjusted measures are also used in the calculation of the adjusted
earnings per share and banking covenants as per our agreements with our
lenders.
As there have been no acquisitions in the current or prior year, pro-forma has
been removed as an alternative performance measure, as there are no impact
from the acquisitions.
Closest IFRS measure Adjustments to reconcile to IFRS Measure
APM Reason for use
Consolidated statement of profit or loss
Controlled Billings Revenue Includes media spend contracted directly by clients with media providers and It is an important measure to help understand the scale of the activities that
pass-through costs (see reconciliation A1 below) Group has managed on behalf of its clients, in addition to the activities that
are directly invoiced by the Group.
Billings Revenue Includes pass through costs (see reconciliation A1 below) It is an important measure to understand the activities that are directly
invoiced by the Group to its clients.
Net Revenue Revenue Excludes direct costs (see reconciliation A2 below) This is more closely aligned to the fees the Group earns for its services
provided to the clients. This is a key metric used by the Group when looking
at the Practice performance.
Operational EBITDA Operating profit Excludes acquisition related expenses, non-recurring items (primarily Operational EBITDA is Operating profit or loss before the impact of adjusting
acquisition payments tied to continued employment, amortisation of business items, amortisation of intangible assets and PPE depreciation. The Group
combination intangible assets and restructuring and other one-off expenses) considers this to be an important measure of Group performance and is
and recurring share-based payments, and includes right-of-use assets consistent with how the Group is assessed by the Board and investment
depreciation. (see reconciliation A3 below) community.
Like-for-Like Revenue and operating profit Is the prior year comparative, in this case 2024, restated to include acquired Like-for-like is an important measure used by the Board and investors when
businesses for the same months as 2025, and restated using same FX rates as looking at Group performance. It provides a comparison that reflects the
used in 2025 (see reconciliations A4 below) impact of acquisitions and changes in FX rates during the year.
Closest IFRS measure Adjustments to reconcile to IFRS Measure
APM Reason for use
Adjusted basic earnings per share Basic earnings per share Excludes amortisation of intangible assets, acquisition related expenses, Adjusted basic earnings per share is used by management to understand the
share-based payments and restructuring and other one-off expenses (see earnings per share of the Group after removing non-recurring items and those
reconciliation A5 below) linked to combinations.
Adjusted (loss)/profit for the year (Loss)/Profit for the year Excludes amortisation of intangible assets, acquisition related expenses, Adjusted (loss)/profit for the year is used by management to understand the
share-based payments and restructuring and other one-off expenses (see (loss)/profit for the Group after removing non-recurring items and those
reconciliation A5 below) linked to combinations.
Consolidated balance sheet
Net debt Cash and loans and borrowings Net debt is cash less gross bank loans (excluding transaction costs and lease Net debt is a commonly used metric to identify the debt obligations of the
liabilities). This is a key measure used by management and in calculations for Group after utilising cash in bank.
bank covenants (see reconciliation A6 below)
Consolidated statement of cashflows
Free cash flow Net cash inflow/(outflow) from operating activities Net cash flow from operating activities adjusted for investments in Free cash flow is a commonly used metric used to identify the amount of cash
intangibles and property, plant and equipment, lease liabilities, interest and at the disposal of the Group.
facility fees paid, security deposits and employment linked contingent
consideration paid.
2025 2024
Billings and controlled billings (A1) £m £m
Revenue 754.8 848.2
Pass-through expenses 1,158.1 1,114.8
Billings(1) 1,912.9 1,963.0
Third party billings direct to clients 3,064.5 3,254.6
Controlled billings(2) 4,977.4 5,217.6
Notes:
1. Billings is gross billings to clients including pass-through expenses.
2. Controlled billings are billings we influenced.
2025 2024
Net revenue (A2) £m £m
Revenue 754.8 848.2
Direct costs (81.8) (93.6)
Net revenue 673.0 754.6
2025 2024
Reconciliation to operational EBITDA (A3) £m £m
Operating profit/(loss) 2.7 (302.8)
Amortisation of intangible assets 49.4 44.3
Impairment of intangible assets - 301.2
Acquisition expenses (1.1) (1.3)
Share-based payments 4.0 6.5
Restructuring and other one-off expenses(1) 19.0 30.4
Depreciation of property, plant and equipment 6.7 9.5
Loss on disposal of property, plant and equipment 0.5 -
Operational EBITDA 81.2 87.8
Notes:
1. Restructuring and other one-off expenses relate to restructuring costs of
£17.0 million (2024: £18.8 million), transformation costs of £4.1 million
(2024: £4.2 million), impairment of property, plant and equipment of £0.9
million (2024: £nil), reversal of impairment of right-of-use assets of £2.0
million (2024: £5.3 million), onerous lease provision of £1.0 million (2024:
£2.1 million), and £nil (2024: £nil) due to the significant devaluation of
the Argentinian peso.
Like-for-Like (A4)
Marketing Services(2) Technology Services
Like-for-like revenue Total
Year ended 31 December 2024 £m £m £m
Revenue 761.7 86.5 848.2
Impact of foreign exchange (19.2) (2.4) (21.6)
Like-for-like revenue(1) 742.5 84.1 826.6
% like-for-like revenue change (6.3%) (29.8%) (8.7%)
Marketing Services(2) Technology Services
Like-for-like net revenue Total
Year ended 31 December 2024 £m £m £m
Net revenue 667.9 86.7 754.6
Impact of foreign exchange (17.2) (2.5) (19.7)
Like-for-like net revenue(1) 650.7 84.2 734.9
% like-for-like net revenue change (5.6%) (29.9%) (8.4%)
Like-for-like operational EBITDA Total
Year ended 31 December 2024 £m
Operational EBITDA 87.8
Impact of foreign exchange (3.9)
Like-for-like operational EBITDA(1) 83.9
% like-for-like operational EBITDA change (3.2%)
Notes:
1. Like-for-like is a non-GAAP measure and relates to 2024 being restated to
show the audited numbers for the previous year of the existing and acquired
businesses consolidated for the same months as in 2025, applying currency
rates as used in 2025.
2. Comparative information for the prior year has been represented to reflect
the Group's revised segment structure.
Adjusted basic earnings per share (A5)
Impairment of intangibles
£m Restructuring
Acquisition expenses(2) Share-based payments and other one-off expenses(3)
£m
£m
£m
Reported Amortisation(1) Adjusted
Year ended 31 December 2025 £m £m £m
Operating profit/(loss) 2.7 49.4 - (1.1) 4.0 19.0 74.0
Net finance expenses (25.7) - - - - - (25.7)
Loss on net monetary position (0.8) - - - - - (0.8)
(Loss)/profit before income tax (23.8) 49.4 - (1.1) 4.0 19.0 47.5
Income tax (expense)/credit (1.0) (11.4) - - 3.4 (4.9) (13.9)
(Loss)/profit for the year (24.8) 38.0 - (1.1) 7.4 14.1 33.6
Notes:
1. Amortisation relates to the intangible assets recognised as a result of
the acquisitions.
2. Acquisition expenses relate contingent
consideration as remuneration of £0.7 million, remeasurement gain on
contingent considerations of £1.7 million and other acquisitions expenses of
£1.3 million.
3. Restructuring and other one-off expenses relate
to restructuring costs of £17.0 million, transformation costs of £4.1
million, impairment of property, plant and equipment of £0.9 million,
reversal of impairment of right-of-use assets of £2.0 million and onerous
lease provision reversal of £1.0 million.
Impairment of intangibles
£m Restructuring
Acquisition expenses(2) Share-based payments and other one-off expenses(3)
£m
£m
£m
Year ended 31 December 2024 Reported Amortisation(1) Adjusted
£m £m £m
Operating (loss)/profit (302.8) 44.3 301.2 (1.3) 6.5 30.4 78.3
Net finance expenses (26.4) - - - - - (26.4)
Loss on net monetary position (1.7) - - - - - (1.7)
(Loss)/profit before income tax (330.9) 44.3 301.2 (1.3) 6.5 30.4 50.2
Income tax credit/(expense) 24.0 (12.0) (20.8) - (0.8) (5.9) (15.5)
(Loss)/profit for the year (306.9) 32.3 280.4 (1.3) 5.7 24.5 34.7
Notes:
1. Amortisation relates to the intangible assets recognised as a result of
the acquisitions.
2. Acquisition expenses relate to acquisition related advisory fees of £1.0
million, contingent consideration as remuneration of £0.7 million and
remeasurement gain on contingent considerations of £3.0 million.
3. Restructuring and other one-off expenses relate to restructuring costs of
£18.8 million, transformation costs of £4.2 million, impairment of
right-of-use assets of £5.3 million and onerous lease provision of £2.1
million.
Adjusted basic result per share 2025 2024
Adjusted profit attributable to owners of the Company (£m) 33.6 34.7
Weighted average number of ordinary shares for the purpose of basic EPS 674,818,805 671,956,509
(shares)
Adjusted basic earnings per share (pence) 5.0 5.2
Net debt (A6)
2025 2024
£m £m
Cash and bank 240.8 168.4
Loans and borrowings(1) (327.7) (311.3)
Net debt (86.9) (142.9)
Lease liabilities (31.3) (42.5)
Net debt including lease liabilities (118.2) (185.4)
Notes:
1. Excludes transaction costs of £3.2 million
(2024: £3.9 million).
2025 2024
£m £m
Free cash flow (A7)
Net cash inflow from operating activities 124.1 84.1
Employment linked contingent consideration paid 0.1 2.9
Interest and facility fees paid (23.6) (29.1)
Interest received 2.2 2.1
Purchase of intangible assets (2.4) (4.2)
Purchase of property, plant and equipment (2.3) (4.0)
Amounts withdrawn (paid into)/withdrawn from security deposits (0.3) 0.5
Principal element of lease payments (13.0) (12.7)
Other non-cash items 1.7 (1.8)
Free cash flow 86.5 37.8
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