Final Results

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

10 April 2025

Brave Bison Group plc

("Brave Bison" or the "Company", together with its subsidiaries "the Group") 

Annual Results

8% growth in net revenue (exc. US) and 7% increase in adj. profit before tax for FY24

Outlook ahead of expectations for FY25

Intention to consolidate shares 100:1

Maiden dividend declared

Brave Bison, the digital media, marketing and technology company, today releases its audited results for the year ending 31 December 2024 ("FY24").

Oliver Green, Chairman, commented:

"2024 was another good year for Brave Bison both operationally and strategically. We won a roster of Tier 1 clients across all divisions and have invested further into sport and entertainment with the acquisition of Engage. Progress delivered in 2024 has given us confidence as we enter 2025. We have now completed a further two bolt-on acquisitions this year so far, each in exciting and strategic areas, and as a result expect net revenue for FY25 to be ahead of current market expectations.

We also announce today Brave Bison's first dividend in its 12 years as a listed business (and five years since the new management team was installed), which highlights our ambition to continue to grow the business profitably, whilst also returning excess cash to shareholders.

It is too early to quantify the impact of US tariffs on Brave Bison. Most of our work involves activity in UK and European markets but we continue to monitor the situation closely"

FY24 Financial Highlights

Small apparent errors due to rounding

· Net Revenue of £21.3m (FY23: £20.9m), growth of 2% year-on-year. Excluding net revenue of £0.2m (FY23: £1.4m) from US operations which were scaled back during the period, net revenue growth was 8% year-on-year

· Adj. EBITDA of £4.5m (FY23: £4.3m), growth of 5% year-on-year and Adj. Profit Before Tax of £3.9m (FY23: £3.6m), growth of 7% year-on-year

· Adj. EBITDA margin of 21.0% (FY23: 20.5%), increase of 50bps year-on-year. Margins have increased from zero to 21% over five years as a result of technology-enabled business processes, tight integration of acquisitions and careful cost control

· Statutory profit before tax of £2.0m, growth of 76% year-on-year. Non-cash adjustments include share based payments of £0.4m (FY23: £0.4m) and amortisation of acquired intangibles £0.4m (FY23: £0.4m)

· Exceptional acquisition costs of £0.3m (FY23: £0.8m) relate mostly to legal and professional fees associated with acquisition opportunities. Restructuring & integration costs of £0.9m (FY23: £0.8m) relate to duplicate IT and property costs incurred as a result of acquisitions completed in 2023, as well as legal costs associated with a US employee termination, other employee termination costs and system migration costs

· Adj. Basic EPS of 0.30p (FY23: 0.29p), growth of 5% year-on-year. Statutory Basic EPS of 0.18p (FY23: 0.27p), reducing 33% year-on-year as a result of a reduced tax credit of £0.3m (FY23: £2.3m)

· Net cash of £7.5m as at 31 December 2024, an increase of £0.7m year-on-year (FY23: £6.8m). Cash inflow from trading was partially offset by negative working capital movement of £2.2m (FY23: £0.8m positive) as large client pre-payments unwound during the year and acquisition payments of £0.7m relating to Engage

· Fourth consecutive year of growth in Net Revenue, Adj. EBITDA and Adj. Basic EPS. Net Revenue has increased by more than 5x since 2020 and Adj. Basic EPS has increased 64% since 2021

FY24 Strategic Highlights

· Acquisition of Engage Digital Partners ("Engage"), a global sports marketing company that works with the world's largest sports brands and federations including Formula 1, ICC, Real Madrid and New Zealand Rugby. The business has a total headcount of 130 and offices in London, Dubai, India and Australia, a geographical footprint that allows partners to benefit from 24-hour follow-the-sun service delivery 

· Engage will combine with Brave Bison's existing network of sport & entertainment channels, which already benefits from partners such as PGA Tour, Ryder Cup, US Open, Australian Open, CPLT20 and Le Mans. The combined business will be led by Gregg Oldfield, who founded Engage following a management buyout from Endemol in 2012

· 2024 was a strong year for new business wins. SocialChain won engagements with consumer electronics giant SharkNinja, global food group LambWeston and social media company LinkedIn. Brave Bison won engagements with global travel company The Travel Company and fast-growing retailer Yours Clothing

· SocialMinds, our successful podcasting and events series, had an excellent year. The platform drives brand awareness for SocialChain, generates inbound opportunities and consolidates our reputation as the go-to-partner for all things social media and content. Guests interviewed during the year included representatives from ITV, John Lewis, Monzo, American Express, Oatly and Booking.com, all of which became public ambassadors for Brave Bison and SocialChain. Monthly podcast downloads averaged 6,000 in 2024

· Launch of AudienceGPT, our proprietary AI tool. Brave Bison customers get their own GPT, a generative AI model trained on user data that allows us to quickly investigate which audiences are the highest value, where to find them and what creative formats they respond to. This rapid audience segmentation replaces months' worth of survey-based customer research and panels by giving us media strategies in a matter of minutes

· Launch of AdStudio, our creative AI platform. AdStudio creates large volumes of high performing advertising content for use on social media platforms like Meta and TikTok. Platform algorithms demand a high volume of native, novel, and diverse ads, all of which are tested against one another and optimised based on performance

· Total headcount following the acquisition of Engage of 291 (FY23: 251). New hubs acquired in Bangalore, Melbourne and a presence in Dubai

· Acquisition of Builtvisible Holdings Limited ("Builtvisible"), completed after period-end in March 2025. Builtvisible is a leading performance marketing agency specialising in organic performance strategies through the use of search engine optimisation to drive outcomes for clients including Aviva, Avis, Icelandair, Specsavers and Very Group

Outlook

· As separately announced on 10 April, Brave Bison has entered into a binding agreement to acquire The Fifth, an influencer marketing company from News Corp, the global media company. Following completion of the acquisition, News Corp will become a Top 10 shareholder in Brave Bison and has committed to invest a further £200k in on-market share purchases over the next six months

· Intention to consolidate shares 100:1 following consultation with prospective institutional investors. Circular to be posted in the coming weeks, with a view to seeking shareholder approval at Brave Bison's AGM in June 2025

· Following the completion of bolt-on acquisitions and healthy trading in Q1 2025, the Board expects revenue and adjusted profitability for FY25 to exceed current market expectations

Capital Allocation Policy

· Brave Bison had unaudited net cash as at 31 March 2025 of £5.0m (31 December 2024: £7.5m), and the Company's £3m revolving credit facility remains undrawn. The acquisition of The Fifth will see cash consideration of £0.6m payable on completion

· The Board's first priority remains the ongoing investment into the business to support the long-term growth of the Company. This has previously involved bolt-on acquisitions to enhance key business areas, and we expect this to continue for as long as attractive opportunities are available

· Beyond this, the Board believes that Brave Bison has reached a sufficient size and scale to begin paying dividends. The Board intends to implement a progressive dividend policy to return excess cash to shareholders, commencing in FY24 with the Company's first dividend in 12 years as a listed business

· The Board is declaring a final dividend for the year ended 31 December 2024 of £0.3m, equivalent to approximately 0.02p per share and representing approximately 20% of the Company's net operating cashflow after lease costs for the period

(1) Turnover / Billings includes pass-through costs such as media spend and revenue share from platforms and partner channels.

(2) Excludes net revenue from mothballed US operations.

(3) Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.

(4) Adj. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.

For further information please contact: 

Chairman's Review

2024 was another strong year for Brave Bison.
We outperformed vs our peers, and were pleased
to report net revenue of £21.3m (2023: £20.9m), growth of 2% year-on-year, or 8% excluding our
US operations which have now been scaled back.
No acquisitions were completed in the period
but the acquisition of Engage was announced in December 2024 and completed in January 2025
and the acquisition of Builtvisible completed in March 2025.Adjusted profits increased to £3.9m (2023: £3.6m), growth of 7% year-on-year and our balance sheet remained healthy at year end with net cash increasing to £7.5m (2023: £6.8m). Statutory profit before tax was £2.0m (2023: £1.1m), an increase of 76% year-on-year.Our business trades as one single company, with three connected divisions: Brave Bison, SocialChain and Sport & Entertainment.Brave Bison Brave Bison is our digital marketing and technology division that partners with forward-thinking businesses that are looking to leverage digital advertising channels to drive sales and grow online. Here we combine proprietary technology with market-leading expertise and best-in-class service to help our customers navigate the complex world of digital media and use ad platforms such as Google, Meta and TikTok.During the year we won new engagements with
The Travel Corporation, a global travel and tour operator, and Yours Clothing, one of the fastest growing fashion retailers in the UK. Our differentiated and technology-enabled proposition is resonating with major advertisers and we continue to build
out new capabilities.AudienceGPT is our proprietary AI tool. Each Brave Bison customer gets their own GPT, a generative AI model trained on user data that allows us to quickly investigate which audiences are the highest value, where to find them and what creative formats they respond to. This rapid audience segmentation replaces months' worth of survey-based customer research and panels by giving us media strategies
in a matter of minutes.

Our AdStudio product uses AI to create large volumes
of high performing advertising content for use on social media platforms like Meta and TikTok. Platform algorithms demand a high volume of native, novel, and diverse ads, all of which are tested against one another and optimised based on performance. SocialChain SocialChain, which we acquired in February 2023 and subsequently integrated into our operating platform,
is our creative and strategy division. Here we work with global advertisers to build their brands on social media and help them to gain access to new, younger audiences. We employ strategic consultancy, social-first content production and native-to-platform influencers/creators
to help our customers cut through the digital noise and engage their customers.The year saw significant traction with new customers including SharkNinja and Sony Pictures and we were delighted to welcome our new divisional CEO, Jacinta Faul.SocialChain leverages its brand platform SocialMinds,
a popular podcast and event series to drive brand awareness, generate inbound opportunities and consolidate our reputation as the go-to-partner for all things social media and content. Guests during the year included representatives from BBC, John Lewis, Monzo, American Express, Oatly and Booking.com, all of which became public ambassadors for Brave Bison and SocialChain. Monthly podcast downloads averaged 6,000 in 2024.Sport & Entertainment Sport & Entertainment is where we own and operate a network of social-media channels on platforms like YouTube, Meta and TikTok.We work with global rights holders and sports federations to create digital strategies, produce digital content and monetise digital channels across various different digital platforms. Our partners, such as Le Mans, PGA Tour, Ryder Cup, US Open and Australian Open, have seen strong growth over the last few years and we have big plans for the years ahead.Success in 2024 gave us the confidence to acquire Engage Digital Partners in a transaction that exchanged in December 2024 and completed in January 2025. Engage is a specialist sports marketing company that works with the world's leading sports federations and teams including ICC, Formula 1, Real Madrid and New Zealand Rugby.International sports federations are increasingly moving direct-to-consumer; launching streamers, fan platforms and digital products in order to better connect with their fans and monetise audiences. Engage is a crucial partner for organisations on this journey and the team will now be able to provide YouTube channel management as part of our existing sports network.

Acquisitions Brave Bison has made five acquisitions since 2020, inclusive of Engage which completed in January 2025. Acquisitions are typically integrated, and the combined company runs on a single operating platform with centralised IT, HR, finance, marketing, sales and operations.We make acquisitions where we can add value by bringing operational expertise and growth opportunities. We focus our efforts on exciting markets where we see long-term strategic upside, and where our investment is protected by the cost savings and revenue synergies that integration with Brave Bison brings.In May 2024 we announced a possible offer to acquire The Mission Group plc, an AIM-listed marketing communications group with over 1,000 employees. Mission had run into trouble under heavy debts and losses, and was in need of a significant restructuring to create a more modern-facing operation. Whilst we were confident that our integration team was up to the task, we were unable to agree sufficiently attractive commercial terms with the Board of Mission.In December 2024 we announced the acquisition of Engage, a specialist sports marketing company, which completed in January 2025. Engage was established by Gregg Oldfield following a management buyout from Endemol Sport in 2012 and now has offices in London, Dubai, India and Australia, a geographical footprint that allows partners to benefit from 24-hour "follow the sun" service delivery for global sports federations. Engage will integrate with our Sport & Entertainment division to expand our capabilities and enable cross-selling of services.

We were also pleased to announce an exciting bolt-on transaction post-period end. In March 2025 we acquired Builtvisible, a performance marketing agency specialising in search engine optimisation. Builtvisible has excellent customers including Icelandair, Aviva and Avis, and an award-winning team of 35 professionals. Outlook Brave Bison is a well-capitalised, profitable and cash generative digital media and technology company that has a track record of acquiring and integrating businesses into its platform. Despite the cyclical nature of our sector, we have grown net revenue by 433% since 2020, underlying basic EPS by 64% since 2021, and increased net cash every year since 2020.We continue to win new clients, expand our capabilities ahead of the competition and make accretive acquisitions that drive us forward. We are excited for the future and look forward to updating shareholders throughout the year.Finally, we intend to proceed with a 100:1 consolidation of the Company's shares, a resolution that will be put to shareholders at our AGM this year. Further detail will be included in the AGM notice, but the Board believes a consolidation will not only improve the liquidity and trading activity of the Company's shares, but also enhance the perception of the Company and its prospects, and help improve the marketability of the Company's shares to a wider group of investors.Oli GreenExecutive Chairman9 April 2025

CFO's Review

2024 was another solid year for Brave Bison in a tricky market. SocialChain, which we acquired in 2023, had a particularly strong year, with net revenue growth of 63% from 2023. Overall, net revenue / gross profit increased by 2% to £21.3 million (2023: £20.9 million) and adjusted profit before tax, a measure of underlying profitability, increased by 7% to £3.9 million (2023: £3.6 million). Excluding our US operations which were scaled back during the year, net revenue growth was 8%.After the successful acquisition and integration of SocialChain in 2023, we have been focused on finding our next acquisition. We have now built up a healthy pipeline, and were pleased to announce the acquisition of Engage Digital Partners in December 2024. Engage is a global sports marketing company that works with the world's largest sports brands, and complements our existing partnerships with the likes of PGA Tour, US Open and Australian Open.There has been continued momentum into 2025 with a further acquisition of Builtvisible, which is a performance marketing agency which will bolster our organic performance capabilities and client roster, with clients such as Specsavers and Aviva.During the year the Company carried out a capital restructuring to create additional distributable reserves. This involved cancelling the balance standing to the credit of the share premium account and the capital redemption reserve of the company, and capitalising a historical merger relief reserve through the issue and subsequent cancellation of B Ordinary shares. This should give the Company further flexibility to deliver shareholder returns over the coming years either in the form of dividends, or purchases of the Company's own shares.

Principal ActivitiesDuring the year we have evolved the way we look at the business and consequently our segmental analysis. Previously this was split between fee based services revenue and advertising revenue. As our business has grown and developed however we have started to report with more of a focus on the services which we are providing to our clients. In our Content arm of the business we offer services around creative, content production, influencer advertising and community management, which help drive brand awareness and connect our clients to communities. SocialChain, Engage (from 2025 onwards) and our media network make up this side of the business.On the Media & Technology side we have more performance, data driven and tech enabled marketing that drives online transactions and facilitates conversion. This includes search engine optimisation, e-commerce software integration, paid media services and AI tools.Our Content revenue stream showed good growth during the year, with the gross profit increasing by 22% to £11.0 million (2023: £9.0 million). This was predominantly driven by growth in SocialChain following some major client wins.Within Media & Technology we saw strong demand for our performance marketing services, in particular our AI driven offerings such as AudienceGPT (audience research), and AdStudio (performance creative). We did however see revenue relating to commerce systems integration and website builds reduce during the year, as clients put budgets on hold and delayed signing off large scale capex investments as a result of macroeconomic factors. This resulted in an overall reduction in gross profit in this part of our business of 13% to £10.3 million (2023: £11.9 million).Margins and OperationsBrave Bison adjusted EBITDA margin has grown from 0% in 2020 to 21% in 2024. This growth has been driven by a continued focus on operational excellence. We have invested in tools across the group to manage resourcing and monitor and improve efficiency and have successfully integrated all of our acquisitions to enable us to centralise operations and make savings.Exceptional Costs and AdjustmentsDuring the year Brave Bison incurred restructuring costs of £0.9 million (2023: £0.8 million). The majority of this related to the restructuring of SocialChain, including £0.2 million relating to settlements associated with the scaling back of the US operations, and £0.1 million relating to terminating leases and software contracts. There were also restructuring costs relating to staff termination payments and notice periods as a result of the lower than anticipated revenue from commerce systems integration. Finally, there were some legal costs associated with the capital restructure that was carried out during the year to give the Company distributable reserves.Brave Bison recorded acquisition costs during the period of £0.3 million (2023: £0.8 million). These costs relate primarily to legal and professional fees incurred in the due diligence of acquisition opportunities.

Amortisation of acquired intangibles relates to the amortisation of customer relationships acquired as part of previous acquisitions and the amortisation of the brand name acquired as part of the SocialChain acquisition.Equity settled share-based payments relate to the value of share awards that have been granted to employees of the Company. £0.3 million of this amount relates to the directors' LTIP, which can only be redeemed in accordance with the terms outlined in the Directors' Remuneration Report, and requires a minimum Brave Bison share price of 3 pence.

Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its performance and is defined as earnings before interest, taxation, depreciation and amortisation and after add back of costs related to restructuring, acquisitions and share based payments. It should be noted that a portion of the property costs in both 2024 and 2023 fall into the finance costs and depreciation lines as a result of the introduction of IFRS 16 'Leases'.As a result, the Group also uses adjusted profit before tax as a measure of performance, which is stated after add back of costs related to restructuring, acquisitions, share based payments, impairments and amortisation of acquired intangibles, but which is after the deduction of costs associated with property leases.The statutory profit before tax for the year grew significantly to £2.0 million (2023: £1.1 million), an increase of 76%. This was driven by higher underlying profits, as well as fewer adjustments.

Financial Position Brave Bison ended the period with cash resources of £7.6 million (2023: £6.9 million) and net cash after deducting outstanding bank loans of £7.5 million (2023: £6.8 million).Brave Bison also has an undrawn revolving credit facility with Barclays bank for a total of £3 million.The Group had cash inflow of £0.7 million during the period (2023: £0.4 million inflow) and expects to maintain positive operating cashflow throughout 2025. Our business model is significantly cash generative, which is further bolstered by our tax position, since we have significant tax losses which we can utilise across the group.The Group is carrying intangible assets of £12.3 million (2023: £12.7 million). There were no intangible assets capitalised during the year (2023: £6.8 million relating to the purchase of SocialChain).The Group does not capitalise any wages.

Capital Allocation Policy

The Directors' first priority remains the ongoing investment into the business to support the long-term growth of the Company. This has previously involved bolt-on acquisitions to enhance key business areas, and we expect this to continue for as long as attractive opportunities are available. Beyond this, the Directors believe that Brave Bison has reached a sufficient size and scale to begin paying dividends. The Directors intend to implement a progressive dividend policy to return excess cash to shareholders, commencing in FY24 with the Company's first dividend in 12 years as a listed business

The Directors are declaring a final dividend for the year ended of £0.3 million (FY23: £nil), equivalent to 0.02p per share. Subject to ratification at the Company's AGM, the dividend will be paid on 27 June 2025 to shareholders listed on the register of members on 30 May 2025. The shares will be marked ex-dividend on 29 May 2025.

Key Performance Indicators

The movements in these key performance indicators are discussed above, and in the Chairman's review.

Philippa Norridge

Chief Financial Officer

9 April 2025

All transactions arise from continuing operations.

The financial statements on pages 53 to 82 were authorised for issue by the Board of Directors on 10 April 2025 and were signed on its behalf by

Philippa Norridge

Chief Financial Officer

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

1 Brave Bison

Brave Bison Group plc ("the Company") was incorporated in England and Wales on 30 October 2013 under the Companies Act 2006 (registration number 08754680) and its registered address is 2 Stephen Street, London, W1T 1AN. On 12 November 2013 the Company entered into share exchange agreements to acquire 100% of the issued share capital of Brave Bison Limited, a company incorporated in England and Wales on 16 May 2011 and registered at the same address. On 12 November 2013 the Company was admitted to the Alternative Investment Market (AIM) where its ordinary shares are traded.

The consolidated financial statements of the Group for the year ended 31 December 2024 comprise the Company and its subsidiaries (together referred to as the "Group"). The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the CFO's Review on pages 9-10, and Principal Risks and Uncertainties on page 12. In addition, Note 26 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk.

2 Basis of preparation

2.1 Going Concern

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months from the date of approval of the consolidated financial statements. The Group is dependent for its working capital requirements on cash generated from operations, and cash holdings. The cash holdings of the Group at 31 December 2024 were £7.6 million (2023: £6.9 million). The Group made a profit before tax of £2.0 million for the year ended 31 December 2024 (2023: £1.1 million), and generated an increase in cash and cash equivalents in 2024 of £0.7 million (2023: £0.4 million). The Group has net assets of £21.1 million (2023: £18.6 million).

The Directors have prepared detailed cash flow projections for the period to 31 December 2025 and for the following 6 month period to 30 June 2026 which are based on their current expectations of trading prospects. The Group achieved positive cashflow of £0.7 million in H2 2024, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2025. The Directors have considered the initial, deferred and contingent consideration payments for recent acquisitions in their cashflow projections.

The Directors are confident that the Group's cash flow projections are achievable, and are committed to taking any actions available to them to ensure that any shortfall in forecast revenue receipts is mitigated by cost savings.

The Directors continue to maintain rolling forecasts which are regularly updated. 

The Directors remain confident that the Group has sufficient cash resources for a period of at least twelve months from the date of approval of these consolidated financial statements and accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these consolidated financial statements. 

2.2 Basis of consolidation

The consolidated financial statements consolidate the financial statements of Brave Bison Group plc and all its subsidiary undertakings up to 31 December 2024, with comparative information presented for the year ended 31 December 2023. No profit and loss account is presented for Brave Bison Group plc as permitted by section 408 of the Companies Act 2006.

Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Brave Bison Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes to Brave Bison Group plc.

The Group applies uniform accounting policies and all intra-group transactions, balances, income and expenses are eliminated on consolidation.

Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.

Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

2.3 Adoption of new and revised standards

The Group has applied the following amendments to IFRS during the year:

· IFRS 16 - Lease Liability in a Sale and Leaseback;

· IAS 1 - Non-current Liabilities with Covenants;

· IAS 1 - Classification of Liabilities as Current or Non-current; and

· IAS 12 - International Tax Reform - Pillar Two Model Rules.

Other Standards and amendments that are not yet effective and have not been adopted early by the Company include:

· Amendments to IAS 21- Lack of Exchangeability; and

· IFRS 18 - Presentation and Disclosures in Financial Statements.

The directors are assessing the impact of these amendments on future periods.

3 Statement of compliance

The financial statements have been prepared in accordance with the accounting policies and presentation required by UK adopted International Accounting Standards, and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as endorsed for use in the UK. The financial statements except certain financial assets and liabilities, share based payments and assets and liabilities acquired as part of a business combination have also been prepared under the historical cost convention and in accordance with those parts of the Companies Act 2006 that are relevant to companies that prepare financial statements in accordance with UK adopted International Accounting Standards.

4 Summary of accounting policies

The Group's presentation and functional currency is £ (Sterling). The financial statements are presented in thousands of pounds (£000's) unless otherwise stated.

4.1 Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and sales related taxes.

Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the Group's different activities has been met.

The determination of whether the Group is acting as a principal or an agent in a transaction involves judgement and is based on an assessment of who controls a specified good or service before it is transferred to a customer. Significant contracts are reviewed for the indicators of control. The Group is deemed to be acting as a principal in all significant contracts.

Where the Group's contractual performance obligations have been satisfied in advance of invoicing the client then unbilled income is recognised on the Statement of Financial Position. Where the Group's contractual performance obligations have been satisfied less than amounts invoiced then a contract liability is recognised.

The accounting policies specific to the Group's key operating revenue categories are outlined below:

Media & Technology revenue:

· Performance marketing services. Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied; and

· Technology services. Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied.

Content revenue:

· Ad-funded YouTube channel management of third party content owners' videos. Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs; and

· Monetisation of the Group's owned and operated brands and videos via platforms such as Facebook and Snapchat. Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs.

· Social Media and Influencer services. Providing social media consultancy and strategy services, and providing creative and influencer management services. Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied;

4.2 Interest income

Interest income and expenses are reported on an accrual basis using the effective interest method.

4.3 Foreign currency translation

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the profit or loss in the period in which they arise.

The assets and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated at the rate of exchange ruling at the balance sheet date. Income and expenses are translated at the actual rate on the date of transaction. The exchange differences arising from the retranslation of the opening net investment in subsidiaries and on income and expenses during the year are recognised in other comprehensive income and taken to the "translation reserve" in equity. On disposal of a foreign operation the cumulative translation differences (including, if applicable, gains and losses on related hedges) are transferred to the income statement as part of the gain or loss on disposal.

4.4 Segment reporting

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources by the Group Chief Executive (chief operating decision maker - CODM).

The Board has reviewed the Group and all revenues are functional activities of a digital media and marketing group, and these activities take place on an integrated basis. The senior executive team review the financial information on an integrated basis for the Group as a whole, but view the business as having 2 key pillars, being Media & Technology and Content. The Group will provide a split between these two pillars, as well as a split by geographical location. Segmental information is presented in accordance with IFRS 8 for all periods presented within Note 6.

4.5 Leasing

For any new contracts entered into on or after 1 January 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an assed (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:

· The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group;

· The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and

· The Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use is already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the profit or loss on a straight-line basis over the lease term.

On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in trade and other payables.

4.6 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by equal annual instalments over their expected useful lives less estimated residual values, using the straight line method. The rates generally applicable are:

· Fixtures & Fittings - 3 years or over remaining lease term

· Computer Equipment - 3 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The assets' residual value and useful lives are reviewed, and adjusted if required, at each balance sheet date. The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

4.7 Impairment of property, plant and equipment

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

4.8 Intangible assets

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

Intangible assets acquired as part of a business combination, are shown at fair value at the date of the acquisition less accumulated amortisation. Amortisation is charged on a straight line basis to profit or loss. The rates applicable, which represent the Directors' best estimate of the useful economic life, are:

· Customer relationships - 5 to 10 years

· Online channel content - 3 to 5 years

· Brands - 3 to 5 years

· Technology - 1 to 5 years

Goodwill is not amortised but is instead reviewed for impairment on an annual basis as outlined below.

4.9 Impairment of intangible assets

At each balance sheet date, the Group reviews the carrying amounts of its intangible assets and goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. 

4.10 Development costs

Expenditure on the research phase of an internal project is recognised as an expense in the period in which it is incurred. Development costs incurred on specific projects are capitalised when all the following conditions are satisfied:

· Completion of the asset is technically feasible so that it will be available for use or sale;

· The Group intends to complete the asset and use or sell it;

· The Group has the ability to use or sell the asset and the asset will generate probable future economic benefits (over and above cost);

· There are adequate technical, financial and other resources to complete the development and to use or sell the asset; and

· The expenditure attributable to the asset during its development can be measured reliably.

Development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally generated asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include employee (other than Director) costs incurred along with third party costs.

Judgement by the Directors is applied when deciding whether the recognition requirements for development costs have been met. Judgements are based on the information available at the time when costs are incurred. In addition, all internal activities related to the research and development of new projects is continuously monitored by the Directors.

4.11 Taxation

Tax expenses recognised in profit or loss comprise the sum of the tax currently payable and deferred tax not recognised in other comprehensive income or directly in equity.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to recognise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset recognised based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

4.12 Financial Instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised with the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Loan and other receivables

The Group accounts for loan and other receivables by recording the loss allowance as lifetime expected credit losses. These are shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group uses its historical experience, external indicators and forward-looking information to calculate expected credit losses.

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method.

Contract assets and liabilities

The Group does not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

4.13 Equity, reserves and dividend payments

Share capital

Share capital represents the nominal value of shares that have been issued.

Share premium

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium arising on those shares, net of any related income tax benefits.

Retained deficits

Retained deficits include all current and prior period retained profits or losses. It also includes credits arising from share based payment charges.

Translation reserve

Translation reserve represents the differences arising from translation of investments in overseas subsidiaries.

Merger reserve

The merger reserve is created when group reconstruction accounting is applied. The difference between the cost of investment and the nominal value of the share capital acquired is recognised in a merger reserve.

Merger relief reserve

Where the following conditions are met, any excess consideration received over the nominal value of the shares issued is recognised in the merger relief reserve:

· the consideration for shares in another company includes issued shares; and

· on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company.

Capital redemption reserve

Where the Company purchases its own equity share capital, on cancellation, the nominal value of the shares cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve.

Distributable reserve

This reserve was created during the year as a result of the capital restructuring carried out to create additional distributable reserves.

Dividend distributions payable to equity shareholders are included in 'other liabilities' when the dividends have been approved in a general meeting prior to the reporting date.

4.14 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, together with other short-term highly liquid investments that are readily convertible into known amounts of cash having maturities of 3 months or less from inception and which are subject to an insignificant risk of change in value, and bank overdrafts.

4.15 Employee benefits

The Group operates two schemes on behalf of its employees, private healthcare and a defined contribution pension plan and amounts due are expensed as they fall due.

4.16 Share based payments

Employees (including Directors) of the Group received remuneration in the form of share-based payment transactions, whereby employees render services in exchange for rights over shares ('equity-settled transactions'). The Group has applied the requirements of IFRS 2 Share-based payments to all grants of equity instruments. The transactions have been treated as equity settled.

The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of equity-settled transactions is recognised, together with a corresponding charge to equity, over the period between the date of grant and the end of a vesting period, where relevant employees become fully entitled to the award. The total value of the options has been pro-rated and allocated on a weighted average basis.

4.17 Restructuring Costs

Restructuring costs relate to corporate re-organisation activities previously undertaken or announced, as detailed in note 8.

4.18 Provisions

The Group has recognised a provision for the costs to restore leased property to its original condition, as required by the terms and conditions of the lease. This is recognised when the obligation is incurred, either at the commencement date or as a consequence of having used the underlying asset during a particular period of the lease, at the directors' best estimate of the expenditure that would be required to restore the assets. Estimates are regularly reviewed and adjusted as appropriate for new circumstances.

5 Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements under UK adopted International Accounting Standards requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions which have a risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

5.1 Critical accounting judgements

Intangible assets and impairment

The Group recognises the intangible assets acquired as part of business combinations at fair value at the date of acquisition. The determination of these fair values is determined by experts engaged by management and based upon management's and the Directors' judgement and includes assumptions on the timing and amount of future incremental cash flows generated by the assets and selection of an appropriate discount rate. Furthermore management must estimate the expected useful lives of intangible assets and charge amortisation on these assets accordingly.

Treatment of revenue as agent or principal

The determination of whether the Group is acting as a principal or an agent in a transaction involves judgment and is based on an assessment of who controls a specified good or service before it is transferred to a customer. Significant contracts are reviewed for the indicators of control. These include if the Group is primarily responsible for fulfilling the promise to provide the good or service, if the Group has inventory risk before the good or services has been transferred to the customer and if the Group has discretion in establishing the price for the good or service. 

Deferred taxation

Deferred tax assets are recognised in respect of tax loss carry forwards only to the extent that the realisation of the related tax benefit through future taxable profits is probable.

5.2 Estimates

Share based payment charges

The Group is required to measure the fair value of its share based payments. The fair value is determined using the Black-Scholes method which requires assumptions regarding exchange rate volatility, the risk free rate, share price volatility and the expected life of the share based payment. Exchange rate volatility is calculated using historic data over the past three years. The volatility of the Group's share price has been calculated as the average of similar listed companies over the preceding periods. The risk-free rate range used is between 0% and 3.5% and management, including the Directors, have estimated the expected life of most share based payments to be 4 years.

Expected credit losses

Recoverability of some receivables may be doubtful although not definitely irrecoverable. Where management feel recoverability is in doubt an appropriate provision is made for the possibility that the amounts may not be recovered in full. Provisions are made using past experience however subjectivity is involved when assessing the level of provision required.

6 Segment Reporting

Geographic reporting

The Group has identified two geographic areas (United Kingdom & Europe and Rest of the world) and the information is presented based on the customers' location.

The Group identifies two revenue streams, Media and Technology and Content. The analysis of revenue by each stream is detailed below, a detailed overview can be found in the Strategic Report.

7 Operating Profit and Profit before taxation

The operating profit and the profit before taxation are stated after:

8 Restructuring costs

Restructuring costs in 2024 relate to termination payments and legal costs for the closure of our US office, unused property leases acquired with SocialChain, duplicated IT contracts now replaced, restructuring costs in relation to our Commerce division, corporate reorganisation costs and professional fees associated with reduction in capital. 2023 restructuring costs related to corporate reorganisation activities as a result of the acquisition of SocialChain.

9 Finance income and costs

10 Income tax credit

UK corporation tax is calculated at 25.00% (2023: 23.52%) of the estimated assessable loss for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those jurisdictions.

The credit for the year can be reconciled to the loss per the income statement as follows:

Reconciliation of effective tax rate:

11 Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2023 or 2024. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. 

12 Directors and employees

The average number of persons (including Directors) employed by the Group during the year was:

The aggregate cost of these employees was:

Directors emoluments paid during the period and included in the above figures were:

The highest paid Director received emoluments totalling £0.2 million (2023: £0.2 million). The amount of share based payments charge (see Note 24) which relates to the Directors was £0.3 million. (2023: £0.3 million charge). The key management of the Group are the executive members of Brave Bison Group plc's Board of Directors. Key management personnel remuneration includes the following expenses:

13 Intangible assets

Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value in use calculations.

The recoverable amount of the intangible assets has been determined based on value in use. Value in use has been determined based on future cash flows after considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future economic conditions.

As at 31 December 2024, the intangible assets were assessed for impairment. The impairment charge was £nil (2023: £0.03 million). The brand name acquired as part of the Social Chain acquisition is being amortised over 5 years and the customer relationships are being amortised over 10 years.

The estimated cash flows for a period of 5 years were developed using internal forecasts, and a pre-tax discount rate of 10%. The cash flows beyond 5 years have been extrapolated assuming nil growth rates. The key assumptions are based on growth of existing and new customers and forecasts, which are determined through a combination of management's views, market estimates and forecasts and other sector information.

14 Property, plant and equipment

15 Impairment charge

During the year the Group assessed the value in use of the brand names. The impairment charge was £nil (2023: £0.03m). The charge in 2023 was as a result of the rebranding of Best Response Media to Brave Bison Commerce, the value in use of the brand was assessed to be zero.

16 Deferred taxation assets and liabilities

Deferred tax recognised:

Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December 2024 were £45.1 million (2023: £48.8 million). These have not been recognised due to uncertainty about future consistent taxable profits. Deferred tax has been calculated at a rate of 25%.

Reconciliation of movement in deferred tax

This deferred tax asset relates to short term timing differences and an asset in respect of tax losses brought forward.

17 Trade and other receivables

The contractual value of trade receivables is £5.1 million (2023: £4.5 million). Their carrying value is assessed to be £4.9 million (2023: £4.2 million) after assessing recoverability. The contractual value and the carrying value of other receivables are considered to be the same. The Group's management considers that all financial assets that are not impaired or past due are of good credit quality.

The ageing analysis of these trade receivables showing fully performing and past due but not impaired is as follows: