Full Year Results

M&C SAATCHI PLC

(the "Company", "M&C Saatchi" or the "Group")

Preliminary results for the year ended 31 December 2025

Challenging market affects second half performance in 2025

Targeting LFL net revenue and operating profit growth in 2026, in line with consensus

Group focused on setting foundations to unlock intrinsic value

Financial Summary

1 We discuss our results on a like-for-like (LFL) basis throughout, unless otherwise stated, to provide a more comparable and better basis for understanding our current and future performance, reflecting the Directors' view of the underlying profitability of the business units. Statutory performance remains the primary IFRS measure, however. LFL results exclude items that are not part of routine expenses, including one-off and exceptional items, which form Headline results. In addition, LFL results translate 2024 figures to 2025 foreign exchange (FX) rates and excludes results of subsidiaries which management had or intends to exit in the current and prior year, and those of newly acquired subsidiaries in the current year. LFL adjustments are summarised in the Financial review and Note 1 to the financial statements. All figures are subject to rounding.

2 Refer to Notes for the definition of net revenue and net cash.

 3 Headline operating profit of £26.1 million in 2025, which excludes a constant currency adjustment and includes results from acquired and exited agencies.

4LFL net cash excludes £0.2 million of restricted cash (2024: £3.5 million).

5 Basic and diluted earnings per share are calculated by dividing the appropriate earnings metrics by the weighted average number of shares of the Company in issue during the year. Please see Note 1 to the financial statements for a detailed view on adjustments in calculating EPS.

Dame Heather Rabbatts, Executive Chair, said:

"It is my privilege to lead this world-famous company after assuming the role of Executive Chair in early April. Our 2025 financial performance was impacted by the tough market context and the Board is clear on the action that the business needs to take; our focus will be to simplify the businesses, to refine our go-to-market offer and to unlock the intrinsic value of the Company."

"Whilst we expect continued market uncertainty, we are confident in targeting net revenue growth and operating profit growth in 2026, in line with current market expectations. With a unique market position, a deep understanding of our clients' business, broad expertise across both government and commercial sectors and specialised data-driven systems, the Board believes that the Company is well-positioned to create value for shareholders."

Financial and operational headlines

· Net revenue, operating profit and net cash in line with November 2025 guidance.

· Shareholder returns: The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced share buyback programme[1].

· Net revenue performance: LFL net revenue declined 7.3%, primarily due to the unprecedented US Government shutdown in Q4, the US Tariff fallout in Q2 and Q3 as well as a tough macroeconomic environment.

· Operating margins: LFL operating profit fell 26.1%, down 3.1pps to a 12.2% margin, reflecting the annualisation of prior-year investments, the macro-driven revenue decline and the impact of the US Government shutdown on high-margin Issues.

· Statutory financials: Total net revenue was £210.0 million, down 9.2%, with an operating profit of £10.2 million (2024: £22.5 million), driven by the closure of the Australian media buying business in September 2025 and one-off items including restructuring costs.

· Resilient balance sheet: Net cash increased to £13.3 million (up from £11.8 million in 2024), after two strategic acquisitions and supported by a strong 94% operating cash conversion (2024: 85%).

· Data and AI development: Increased utilisation of data and artificial intelligence, supporting our client work and creativity across all Specialisms, underpinned by our Cultural Power proposition.

· Acquisitions: The Group made its first two strategic acquisitions in seven years with Dune 23 and The Women's Sports Group.

· Client retention: Our client retention is strong at 94%[2], supported by the Group's connected approach to solving client needs.

2026 Outlook

First quarter trading has been in line with our expectations despite the challenging comparator from last year and continued tough macro conditions.

For 2026, the Company targets net revenue growth, in line with market estimates, driven by positive momentum from the Issues and Media Specialisms and supported by regional growth in the US and Europe. Macroeconomic challenges remain, while the conflict in the Middle East is likely to significantly impact our sport and entertainment and consumer-facing business.

The Group is targeting operating profit and operating margin improvement, in line with market estimates, with anticipated ongoing volatility being managed through our largely variable cost base. We expect our cash-generative and capital-light business to continue to generate an operating cash conversion rate of over 80%, in line with our mid-term target.

M&C Saatchi 2025 full year results presentation

Dame Heather Rabbatts, Executive Chair, and Simon Fuller, Chief Financial Officer, will host an in-person presentation, which can also be joined online, for analysts and investors at 9.00am BST on 20 April 2026 at 36 Golden Square, London W1F 9EE. To register, please email Headland Consultancy at [email protected]. 

A replay will be also available on the Company's website following the event at https://mcsaatchiplc.com/

Further information

Group performance

Financial performance

The Group operated in a very challenging market in 2025 with weak consumer sentiment, particularly in Australia. This, combined with US trade policy changes, caused many clients to delay or reduce their marketing spend, with some project-based work postponed entirely. The Group suffered from the US Government shutdown in the fourth quarter, which impacted the high-margin Issues Specialism; government revenues were lost while staffing had to be maintained due to uncertainty of the timing on the restart of funding and work.

As a result of these conditions, the Group generated £204.7 million of like-for-like net revenue in 2025, down 7.3% on last year. Like-for-like EBITDA contracted by 22.6% to £31.5 million (2024: £40.7 million) and like-for-like operating profit was £24.9 million, down 26.1%.

Like-for-like operating profit margin was 12.2% (2024: 15.3%), with the reduction driven by first-half weighted investments in senior talent, capabilities and structures, exacerbated by second-half revenue shortfall and the quarter four US Government shutdown. Like-for-like profit before tax was £19.4 million, down 33.6%. Separately disclosed one-off items were largely restructuring costs in Australia and costs under our transformation plan.

Like-for-like profit after tax attributable to shareholders was £11.3 million (2024: £20.7 million). Like-for-like basic earnings per share were down 44.7% to 9.4p (2024: 17.0p). Our operating cash conversion was strong at 94%, exceeding our long-term target of 80%, which allows for some variability over the cycle. The Group delivered net cash of £13.3 million (2024: £11.8 million) after £0.5 million of put option payments. Working capital registered an outflow of £4.2 million (2024: £3.6 million outflow). Within the working capital outflow, there was inflow of £4.9 million from operations (2024: £3.6 million outflow) which was offset by payment of prior year (2024) accrued bonus of £9.1 million. Underlying working capital saw an improvement over last year driven by improved cash management.

Statutory results

Statutory results reflect all activities of the business including one-off items, non-recurring events and other regulatory elements. The Group closed its Australian media buying business in September 2025, which contributed to the statutory net revenue decline of 9.2%, on top of the weaker performance of the Australian business and the US Government shutdown. Operating profit was £10.2 million (2024: £22.5 million) with an operating margin of 4.8% (2024: 9.7%) and reflects the revenue decline and all pre-tax separately disclosed items of £9.1 million in 2025 (2024: £7.2 million), largely attributable to restructuring costs.

Operating review and Specialisms like-for-like performance

Non-Advertising Specialisms declined 6.5% in like-for-like net revenue to £136.2 million and contributed 67% of Group net revenue, while Advertising delivered £68.5 million (down 8.9%).

Our higher-margin Non-Advertising Specialisms experienced a 38.2% decrease in operating profit, with an operating margin of 17.1% (-8.8pps) reflecting a decline in revenue, particularly the high-margin Issues Specialism. Advertising's operating profit declined by 8.3%; however, the operating margin remained consistent at 11.3%, reflecting active management of the cost base and resizing of the business in Australia.

Group central operating costs decreased from £12.4 million in 2024 to £6.1 million in 2025, reflecting the absence of an LTIP charge in 2025, increased recharges from Group to the regions and specialisms for services directly provided on their behalf and the annualisation of cost saving initiatives in 2024.

Advertising

· 33% of like-for-like Group net revenue (2024: 34%)

· Like-for-like net revenue of £68.5 million, down 8.9% (2024: £75.2 million)

The decline is largely driven by Australia where macro conditions were very challenging, resulting in significant revenue shortfall due to client caution around campaign spend, particularly among consumer-facing businesses. These declines more than offset continued growth in the US and Europe, which continue to show progress. Excluding Australia, Advertising would have declined by only 1%. The outlook for 2026 remains challenging, with continued macro volatility and subdued market conditions offsetting stronger demand in Europe and the US.

Issues

· 27% of like-for-like Group net revenue (2024: 26%)

· Like-for-like net revenue of £54.3 million, down 4.1% (2024: £56.6 million)

The US Government shutdown in Q4 had a material impact on the Issues Specialism, leading to an overall decline in the year. The Group continues to invest in Issues, enhancing our non-UK footprint, our data security capabilities and talent. We continue to develop our expertise in this unique and highly specialised field which has strong barriers to entry. Despite ongoing geopolitical uncertainty, with a broadened client list and an expected full 12 months of US Government spend this Specialism will return to growth in 2026.

Passions & PR[3]

· 16% of like-for-like Group net revenue (2024: 16%)

· Like-for-like net revenue of £32.0 million, down 11.4% (2024: £36.1 million)

Net revenue declined due to the tough market context, reduced client spend and a client loss. Sport and entertainment (S&E) remains a high-potential growth opportunity, powered by our data-systems, particularly in the US. Following our acquisitions in 2025 of Dune 23 and The Women's Sports Group, which add to our capabilities in the S&E area, the Company remains confident in the medium-term growth outlook. Although the outlook for 2026 is more encouraging, PR continues to be affected by our exposure to the softer UK market while S&E will be affected by the conflict in the Middle East.

Consulting[4]

· 12% of like-for-like Group net revenue (2024: 14%)

· Like-for-like net revenue of £24.7 million, down 18.8% (2024: £30.4 million)

This Specialism was materially impacted by macro challenges leading to project deferrals, particularly in Australia, and following US Government policy changes, which led to a double-digit revenue decline. Sector challenges are expected to continue in 2026 given the wider economic pressures resulting in delays to project start dates and deferral of client spend.

Media

· 12% of like-for-like Group net revenue (2024: 10%)

· Like-for-like net revenue of £25.2 million, up 11.5% (2024: £22.6 million)

Media registered strong growth through a combination of client wins and retained work, largely driven by the UK and APAC markets. Performance media, digital expertise and digital app-related projects remain in high demand, particularly with clients looking to generate increased return on investment measurement on campaigns. This Specialism continues to strengthen its digital expertise and utilises both data and artificial intelligence to solve client problems and deliver measurable returns. The Group expects that Media will continue to grow in 2026, supported by recent wins and improving momentum on the back of our strong client offer.

Like-for-like regional net revenue performance The UK remains our biggest region, thanks to the inclusion of the Issues Specialism. APAC is predominantly Australia, while Americas is dominated by the US market. In Europe, the two largest markets are Italy and Germany. Since the sale of the South Africa businesses, we no longer have an owned business in Africa. 

UK: Net revenue decreased 4.6% as positive momentum in Media was offset by a soft performance in Advertising and Consulting. The Issues Specialism, whose financial results are recognised entirely in the UK, also declined due to the material impact of the US Government shutdown.

APAC[5]: Net revenue fell 22.3% as the macroeconomic environment in the core Australia market remained very weak, affecting Advertising and Consulting, due to reduced client spend, particularly consumer-facing businesses.

Americas: Net revenue reduced 1.9% as strong growth in US Advertising was offset by project delays in Consulting.

Europe: Net revenue down 3.2% with strong growth in Advertising, particularly in Italy offset by temporary weakness in Germany.

Middle East: Net revenue grew 3.6% with growth in Advertising alongside positive momentum in our newly established local sport and entertainment offering. Growth will be tempered by a client loss in the second half of 2025, and the impact of the conflict in the Middle East on our sport and entertainment business.

Strategic focus for 2026

The potential and intrinsic value of the Company's high-margin growth businesses is not reflected in our market capitalisation, and our strategic focus is to simplify businesses and clarify the opportunities which should unlock value for shareholders. Our broad range of expertise and our connected specialist capabilities are increasingly supported by data-driven insights, data-driven systems and AI-powered processes. Our unique positioning across both government (public) and commercial (private) sectors drive our deep understanding of our clients' businesses, supported by data-backed consumer insights. Uniting behind our Cultural Power proposition, we have the capability to change behaviours, build influential brands and deliver business solutions for our clients.

Board structure

2025 marked a period of significant change for the Board. As announced on 11 April 2025, Zillah Byng-Thorne stepped down as Non-Executive Chair following the conclusion of the Annual General Meeting on 15 May 2025. The Company would like to thank Zillah for her leadership and dedication during her tenure as both Executive and Non-Executive Chair, during which she played a pivotal role in the Company's development. At the same meeting, Louise Jackson stepped down from the Board. We are grateful to Louise for her dedicated service and the valuable perspective she provided since joining the Board in March 2020.

Following Dame Heather Rabbatts' appointment as Senior Independent Director, she was appointed Interim Non-Executive Chair, before formally assuming the role of Non-Executive Chair on 17 June 2025 after shareholder consultation. More recently, following Zaid Al-Qassab's departure on 31 March 2026, Dame Heather assumed the role of Executive Chair to ensure leadership continuity during the current transition period.

Subsequent to her appointment as Non-Executive Chair, Georgina Harvey, Non-Executive Director and Chair of the Remuneration Committee, succeeded Dame Heather Rabbatts as Senior Independent Director.

As announced in March 2026, the Board remains focused on accelerating initiatives to maximise shareholder value. To support this objective, we were pleased to strengthen the Board's expertise with the appointments of Nicholas Shott, as an Independent Non-Executive Director, and Vin Murria. Their combined experience will be instrumental in guiding the Company through its next phase of value creation.

Shareholder returns and capital allocation Our key focus as stated above is to unlock the intrinsic value of the Company that is not currently recognised.

• The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to enhance our existing share buyback programme.

• Operationally we aim to drive earnings per share growth through a combination of organic growth, margin enhancement and small bolt-on acquisitions to strengthen capabilities as well as share buybacks.

• M&C Saatchi is a capital-light business which, over the medium term, can convert at least 80% of its operating profits into cash, subject to some degree of variability over the cycle.

Financial review

While our 2025 results reflect the tough macroeconomic context in which we operated during the year, there are a number of positive developments to consider. The additional global efficiency and restructuring programme has delivered £7 million annualised savings, as anticipated, while Phase Two of the transformation programme which targeted cost efficiencies via centralisation and consolidation across production, products and data has delivered a further £5 million in annualised savings. This comes on top of the £10 million annualised savings after Phase One of the transformation that concluded in 2024. These efficiencies across back-office and middle-office functions have freed up resources for creativity and key investments in people, capabilities and structures. As we embed our operating model, we believe that there are plenty of growth opportunities for the business through our connected Specialisms and broad range of expertise across sectors, industries and geographies.

Group results

Like-for-like Specialisms and regional review 

The Group's segmental and regional performance is reviewed on a like-for-like basis to provide a more comparable and better basis for understanding our current and future performance.

Like-for-like performance and statutory results have been described earlier in this report.

Over the last four years there has been a significant change in the mix of our business, with the higher margin Specialisms, particularly Issues and Passions & PR making up a far greater proportion of net revenue, offset by a reduction in the Advertising business. On a regional basis, this is shown through the increase in UK net revenue, with the main reduction being Australia.

Shifts in Specialism like-for-like net revenue share over time

1 The Group disposed of the South Africa businesses on 30 September 2024.

Central costs

Group central operating costs decreased from £12.4 million in 2024 to £6.1 million in 2025, reflecting the absence of an LTIP charge in 2025, increased recharges from Group to the regions and Specialisms for services directly provided on their behalf and the annualisation of cost saving initiatives in 2024.

Like-for-like reporting

Like-for-Like (LFL) results adjust Statutory results to reflect the underlying profitability of the business units by excluding a number of items that are not part of routine expenses including one-off and exceptional items (defined as Headline adjustments), by excluding results of subsidiaries which management has or intends to exit in 2024 and in 2025, and those newly acquired subsidiaries in 2025, and retranslating 2024 figures to 2025 FX rates. We provide commentary on like-for-like figures, where applicable, to provide a more comparable and better basis for understanding our current and future performance. Like-for-like adjustments are summarised below and at Note 1 to the financial statements.

Management considers LFL figures are a better way to measure and manage the business, and they are used for internal performance management and reward. Like-for-like results is not a defined IFRS term and is not intended to be a substitute for, or be superior to, any IFRS measures of performance. 

Reconciliation of like-for-like to Headline to Statutory results

The table below summarises the reconciliation from like-for-like to Statutory results for 2025 and 2024 including Headline results.

Adjustments between like-for-like and Statutory results (Headline adjustments)

These comprise of Separately disclosed items (further detail in Note 2) that are one-off in nature and are not part of running the business; impairment of intangible and non-current assets; Amortisation of acquired intangibles; Gains or losses generated by disposals of subsidiaries and associates; Fair value adjustments to unlisted equity investments, acquisition related contingent consideration, investment properties and put options; and dividends paid to IFRS 2 put option holders as set out below.

Foreign exchange adjustments 

The Group is exposed to movements in foreign currency exchange rates on the translation of the results of its overseas businesses. The like-for-like basis applies the constant foreign exchange applicable for the current period to the comparative period in order to present the results on a comparable basis. Key Group currency movements reflected the strengthening sterling value compared to the US dollar, offset by sterling weakness versus euro in 2025.

Key 2025 currencies and average FX rates used to retranslate the 2024 results are as follows:

Acquired and discontinued businesses

In 2025 the Group acquired two businesses, Dune 23 Sport & Entertainment Sports Events Marketing Co. L.L.C, and The Women's Sports Group Limited for total net cash consideration of £1.7 million. Both businesses have been fully integrated and form part of our Passions & PR Specialism, operating within sport and entertainment. If both acquisitions had been completed on 1 January 2025, the Group results for the year would have included £4.8 million of revenue and £0.6 million of profit.

During 2024, we disposed of the agencies in the South Africa businesses, which was treated as a discontinued operation and excluded from the Statutory results of the Group. Up to the date of the disposal these businesses contributed net revenue of £11.9 million, operating profit of £3.5 million and profit before tax of £3.5 million. The 2024 results include the relevant gain on disposal of £2.1 million within operating profit.

Financial income and expense  

The Group's financial income and expense includes bank interest, lease interest and fair value adjustments to minority shareholder put option liabilities (IFRS 9). Bank interest payable for the year was £2.0 million (2024: £2.0 million). The interest on leases remained consistent at £3.2 million (2024: £3.2 million). The fair value adjustment of put option liabilities created a debit of £0.1 million (2024: £0.3 million).

Tax

Like-for-like taxOur like-for-like tax rate was 40% (2024: 27.1%). The variation is due to significant items such as specific costs not deductible for tax purposes and tax losses in the period on which no deferred tax asset is recognised due to future forecasts on recoverability.

Statutory tax

The effective Statutory tax rate was 143.8% (2024: 31.5%). We have experienced large variations in statutory tax rates because deferred tax assets have not been recognised on tax losses, predominantly in Australia, as well as other expenses such as M&A transaction costs which are non-deductible against corporation tax.

Dividends 

The Company paid a final dividend of £2.4 million (1.95p per share) in respect of its financial year ended 31 December 2024 to its shareholders in 2025. The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced share buyback programme.

Cash flow and net cash 

Total gross cash and cash equivalents (excluding bank overdrafts) at 31 December 2025 was £21.3 million (2024: £25.9 million), excluding restricted cash of £0.2 million (2024: £3.5 million). Net cash (excluding restricted cash) was £13.3 million (2024: £11.8 million).

The Group generated operating cash from trading (before working capital) of £22.5 million (2024: £31.8 million) after dividends paid to IFRS 2 put option holders of £0.5 million (2024: £5.8 million) and nil payments to acquire non-controlling interests (2024: £2.8 million). Working capital registered an outflow of £4.2 million (2024: £3.6 million outflow). Within the working capital outflow, there was inflow of £4.9 million from operations (2024: £3.6 million outflow) which was offset by payment of prior year (2024) accrued bonus of £9.1 million. Excluding transfers to restricted cash, working capital saw an improvement over last year driven by improved cash management. Lease payments were £8.4 million (2024: £8.5 million).

Net operating cash flow (operating cash generated from operations (excluding put option payments and non-adjusted cash costs) net of purchases of intangible / tangible fixed assets and the principal payment on leases) for the year was £23.7 million (2024: £25.6 million), which represents a cash conversion from like-for-like operating profit of 94%. This is well above our target of 80%.

The following table sets out the key movements in net cash during 2025:

* 2025 movement relates to an inter-company dividend plus working capital balances paid out of

restricted cash. 2024 movement relates to the initial reclassification of cash to restricted cash.

Banking arrangements 

At 31 December 2025, £8.0 million was drawn on the Group's £50 million revolving credit facility compared to £14.0m at 31 December 2024.

Financial Statements

Consolidated Income Statement

Consolidated Income Statement continued

Consolidated Income Statement of other comprehensive income

* All items in the consolidated statement of comprehensive income may be reclassified to the income statement.

Consolidated Balance Sheet

Consolidated Balance Sheet continued

These financial statements were approved and authorised for issue by the Board of Directors on 19 April 202] and signed on its behalf by:

Simon Fuller

Chief Financial Officer

19 April 2026

M&C Saatchi plcCompany number 05114893

Consolidated statement of changes in equity

Consolidated cash flow statement

Consolidated cash flow statement continued

* Bank loans and borrowings exclude the lease liability of £38,216k (2024: £42,244k).

** Cash and cash equivalents at the balance sheet date relate to cash at bank and in hand. This excludes £237k (2024: £3,462k) which has been classified as restricted cash due to ongoing litigation. The balance has been classified as a current asset on the face of the balance sheet.

*** The cash flow statement has been updated to correct a presentation error relating to the buyback of shares. As a result of this adjustment, operating cash flows have increased by £2,490k, and financing cash flows have decreased by £2,490k. There is no impact on the total cash movement for the year.

Basis of preparation

The financial information set out in this document does not constitute the Company's statutory accounts for the years ended 31 December 2025 or 2024. Statutory accounts for the years ended 31 December 2024 and 31 December 2025, which were approved by the Directors on [19] April 2026, have been reported on by the Independent Auditors. The Independent Auditor's Reports on the Annual Report and Financial Statements for each of 2024 and 2025 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2025 will be delivered to the Registrar in due course, and are available from the Company's registered office at 36 Golden Square, London, W1F 9EE, and are available from the Company's website: https://mcsaatchiplc.com/

The financial information set out in these results has been prepared using the recognition and measurement principles of UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS (except as otherwise stated). The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 31 December 2024. There are deemed to be no new standards, amendments and interpretations to existing standards, which have been adopted by the Group that have had a material impact on the financial statements.

The financial statements are presented in pounds sterling and, unless stated otherwise, rounded to the nearest thousand

Going concern

These financial statements have been prepared on the going concern basis, as set out in the Directors' Report and the Audit & Risk Committee Report.

The Board has concluded that under the most likely going concern scenarios, the Group will have sufficient liquidity and headroom under the financial covenants in the Group's revolving credit facility (the "Covenants") to continue to operate for a period of not less than a year from approving the financial statements.

The Board has formed its opinion after evaluating four different severe but plausible forecast scenarios and a reverse stress test, extending to twelve months from the date of these the Annual Report and Accounts ("Viability Review Period"). The four scenarios comprise:

1. A significant reduction in new business wins.

2. A significant increase in wage inflation.

3. A significant number of top clients are lost.

4. A significant economic downturn.

These severe but plausible scenarios are assumed to materialise from the first quarter of 2025 onwards. The estimated decline in EBITDA ranges from £18 million to £46 million compared to the base case plan for the cumulative period ending 31 December 2028, including a £10 million to £15 million decline in EBITDA in 2026.

The reverse stress test case evaluates how extreme conditions would need to be for the Group to break the Covenants within the Viability Review Period. The conditions go significantly further than the severe but plausible scenarios and reflect a scenario that the Directors consider to be highly unlikely.

The Directors consider that the current impacts of climate change do not constitute a material uncertainty under the Group's existing strategy. Further details on these impacts, our mitigation efforts, and future climate evolution can be found in our TCFD Report.

 The Board has concluded that, under all scenarios modelled by management, the Company will have sufficient liquidity to operate and will not breach the Covenants.

In their review of the severe but plausible scenario, the Directors have also considered several mitigations that would help maintain headroom on the Covenants under the Facility, and are at their discretion, including but not limited to:

· Reduction or postponement of dividend payments.

· Reduction of bonus payments.

· Reduction of overheads and operating expenses.

· Renegotiation of the terms of the Group's revolving credit facility including Covenant relaxation.

· Closure of now loss making entities.

· Reduction of staff levels in line with revenue reduction.

The Board is satisfied that the Group's forecasts, which take into account reasonably possible changes in trading performance, show that there are no material uncertainties over going concern, and that, even under the severe but plausible scenarios, the Group will continue to have sufficient liquidity and headroom to operate within the Covenants. The Board, therefore, has concluded the going concern basis of preparation continues to be appropriate.

Like-for-like results

As stated in the Financial Review, the Directors believe that the Like-for-like results and Like-for-like earnings per share (see Note 1 of the financial statements) provide additional useful information on the underlying performance of the business. The Like-for-like (LFL) results reflect the underlying profitability of the business units, by excluding a number of items that are not part of routine business income and expenses.

In addition, the LFL results may be used for internal performance management and reward. The term 'Like-for-like' is not a defined term in IFRS. Note 1 reconciles Statutory results to LFL results and the segmental reporting (Note 3 of the financial statements) reflects LFL results, in accordance with IFRS 8.

The items that are excluded from LFL results are:

· Separately disclosed items that are one-off in nature and are not part of running the business.

· Revaluation of associates on transition to assets held for sale.

· Impairment of assets held for sale, right-of-use assets, leasehold improvements, acquired intangibles and goodwill.

· Gains or losses generated by disposals of subsidiaries.

· Fair value adjustments to unlisted equity investments, acquisition-related deferred consideration and put options.

· Dividends paid to IFRS 2 put option holders. However, in non-controlling interest, we deduct profit share attributable to IFRS 2 put option holders.

· Results of subsidiaries which management has or intends to exit in the current and prior year, and those of newly acquired subsidiaries in the current year.

· Effects of foreign exchange movements on the underlying results, by retranslating prior year figures using current year foreign exchange rates.

Consolidation

Where a consolidated company is less than 100% owned by the Group, the treatment of the non-controlling interest share of the results and net assets is dependent on how the non-controlling interests' equity is accounted for. Where the equity is accounted for as a share-based payment award under IFRS 2, all dividend outflow is taken to staff costs, and there is no non-controlling interest. In all other cases, the non-controlling interest share of the results and net assets is recognised at each reporting date in equity, separately from the equity attributable to the shareholders of the Company.

Material accounting policies

Certain of the Group's accounting policies are considered by the Directors to be material due to the level of complexity, judgement or estimation involved in their application and their potential impact on the financial statements. The critical accounting policies are listed below and explained in more detail in the relevant notes to the financial statements.

Revenue recognition

The Group's revenue is earned from the provision of advertising and marketing services, together with commission-based income in relation to media spend and to talent performance. Revenue from contracts with customers is recognised as, or when, the performance obligations present within the contractual agreements are satisfied. Depending on the arrangement with the client, the Group may act as principal or as agent in the provision of these services.

See Note 4 of the financial statements for a full description of the Group's revenue accounting policies.

Significant accounting judgements and key sources of estimation uncertainty

In the course of preparing financial statements, management necessarily makes judgements and estimates that can have a significant impact on the financial statements. The estimates and judgements that are made are continually evaluated, based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that have a significant risk of causing a material adjustment to the financial statements within the next financial year are outlined below:

Significant accounting judgements

Management has made the following judgements, which have the most significant effect in terms of the amounts recognised, and their presentation, in the financial statements.

Impairment - assessment of CGUs and assessment of indicators of impairment

Impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. Assets with finite lives are reviewed for indicators of impairment (an impairment "trigger") and judgement is applied in determining whether such a trigger has occurred. External and internal factors are monitored by management, including: a) adverse changes in the economic or political situation of the geographic locale in which the underlying entity operates; b) heightened risk of client loss or chance of client gain; and c) internal reporting suggesting that an entity's future economic performance is better or worse than previously expected. Where management has concluded that such an indication of impairment exists, then the recoverable amount of the asset is assessed.

The Group assesses whether an impairment is required by comparing the carrying value of the cash-generating unit (CGU) assets (including the right-of-use assets under IFRS 16) to their value-in-use. Discounted cash flow models, based on the Group's latest budget and three-year financial plan, and a long-term growth rate, are used to determine the recoverable amount for the CGUs. The appropriate estimates and assumptions used require judgement and there is significant estimation uncertainty.

The Group has recognised a total impairment charge of £1,916k in the year (2024: £890k), of which nil relates to impairment of investment property (2024: £361k reversal) and £206k relates to the impairment of right-of-use assets (2024: £297k reversal). There was an impairment of £1,500k in the year of goodwill (2024: £1,634k) and £210k in other intangible assets (2024: nil). There was an impairment of nil of associate investments held in assets held for sale (2024: £86k reversal).

Significant estimates and assumptions

Some areas of the Group's financial statements are subject to key assumptions and other significant sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Group has based its assumptions and estimates on parameters available when the financial statements were prepared.

Deferred tax assets

The Group assesses the future availability of carried forward losses and other tax attributes, by reference to jurisdiction-specific rules around carry forward and utilisation, and whether it is probable that future taxable profits will be available against which the attribute can be utilised. Changes in such assessments would allow unrecognised deferred tax to be recognised and vice versa.

Notes to the financial statements

1. Like-for-like results, earnings per share and EBITDA

The analysis below provides a reconciliation between the Group's Statutory results and the LFL results for the current year.

* The non-controlling interest charge is moved to operating profit due to underlying equity being defined as an IFRS 2 put option.

** Like-for-like earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above.

The analysis below provides a reconciliation between the Group's Statutory results and the LFL results for the prior year.