Interim Results

Ebiquity plc

("Ebiquity", the "Company" or the "Group")

Unaudited Interim Results for the six months ended 30 June 2025

Operational discipline delivers 11% H1 2025 adjusted operating profit growth despite North America market conditions

Ebiquity plc, a world leader in media investment analysis, announces its interim results for the six months ended 30 June 2025 ("H1 2025").

H1 2025 Summary

1. Adjusted numbers exclude highlighted items (comprising amortisation of acquired intangibles, acquisition and refinancing costs, severance and reorganisation costs, and other non-recurring items) and are alternative performance measures ('APMs') adopted by the Group. These non-GAAP measures are considered useful in helping to explain the performance of the Group and are consistent with how business performance is measured internally by the Group. Further details of the APMs, including their reconciliation to statutory numbers, are given below.

2. Net Debt excludes restricted cash within the Russian operation (Restricted cash H1 2025 £1.1m; H1 2024 £0.9m)

• Revenue in line with prior year at £37.9 million with solid performance in UK & Ireland offsetting challenges in North America and APAC

• Contract Compliance delivered strong 43% growth demonstrating demand for our compliance and governance services

• Adjusted Operating Profit increased by £0.3 million to £2.6 million (11%) with adjusted operating margin improving to 6.8% (H1 2024: 6.2%)

• Statutory Operating Loss of £6.8 million, a £6.7m decline from a £0.1 million loss in H1 2024. This was driven by the non-cash impairment of the goodwill in the North America region of £8.3 million

• Improved cash generation with adjusted cash from operations of £4.6 million (H1 2024: £2.6 million)

• Robust financial position, with net debt at 30 June 2025 of £15.0 million, down by £1.2 million in H1 2024.

Outlook

As announced on 23 September 2025, the Group's Global operations, excluding North America, have continued to deliver strong growth in the second half of 2025 and are expected to deliver strong full-year revenue and operating profit growth, particularly in Marketing Effectiveness and Contract Compliance services.

However, the uncertain macroeconomic environment in North America has proved more persistent than previously anticipated and negative impacts on client spending and decision-making prevail. The Group has proactively taken action in restructuring the North American leadership team and is also implementing targeted cost savings to improve profitability.

Full year revenues are expected to be in the region of £75 million for 2025, in line with 2024 revenues, and an adjusted operating profit in the region of £5.5 million, supported by the continued operational efficiency initiatives to offset revenue pressures in North America. The Group maintains strong financial stability, with cash balances of £8.9 million and £11 million of undrawn facilities as at 30 June 2025, whilst remaining fully compliant with all covenant requirements.

Ruben Schreurs, CEO, commented: 

"Our H1 2025 results demonstrate operational resilience in what continues to be challenging market conditions. With revenues in line with last year, we achieved 11% growth in adjusted operating profit through disciplined cost management and operational improvements.

"We've strengthened regional leadership, enhanced our focus on project profitability, and implemented AI-driven productivity improvements across our operations. This positions us well to serve clients navigating an increasingly complex media environment.

"Market conditions remain difficult in North America, but we're focused on executing the operational changes needed to deliver improved performance as market conditions stabilise. I remain confident in our ability to build on these foundations and deliver sustainable value for all stakeholders."

Details of presentations

The Company will be hosting a webcast presentation for analysts and institutional investors at 09:30 BST today. If you would like to register, please contact [email protected].

The Company will also be giving a presentation for investors via the Investor Meet Company platform on 2 October 2025 at 13.45 BST. Investors can sign up to Investor Meet Company for free and add to meet Ebiquity plc via: https://www.investormeetcompany.com/ebiquity-plc/register-investor. Investors who already follow Ebiquity plc on the Investor Meet Company platform will automatically be invited. 

Enquiries:

Ebiquity plc +44 (0)20 7650 9600

Dorcas Murray, Company Secretary

Camarco

Phoebe Pugh +44 (0)7586 714 048

Alex Campbell +44 (0)7710 230 545

Cavendish Capital Markets (Nominated Advisor & Sole Broker) +44 (0)20 7220 0500

Ben Jeynes/ George Lawson - Corporate Finance

Julian Morse/ Louise Talbot/ Sunila de Silva - Sales/ ECM

Chief Executive Officer's Review

I present Ebiquity's results for the first half of 2025, which demonstrate meaningful progress in our comprehensive business transformation whilst acknowledging the substantial work ahead. Our stable revenue in H1 2025 is the result of what has now been seven months of fundamental transformation across every dimension of our operations, building strong foundations for Ebiquity's success at the same time as we continue to navigate 2025's challenging environment. This challenging environment has remained acute in North America, where we have taken action to protect profitability and better position the business for growth.

Ebiquity's Unique Market Position and Strategic Foundation 

Our transformation of the Group builds upon Ebiquity's genuinely unique market position of operating from demand surplus with clients across more than 75 of the top 100 global brand advertisers. Our rich data, fierce independence, and locally and globally- recognised deep expertise create a competitive moat that few organisations can replicate, built on years of deepening trusted relationships. However, maintaining this advantaged position requires us to deliver increasingly scalable, value-delivering solutions that address contemporary and future client challenges.

This challenge provides the blueprint for transforming Ebiquity's service delivery whilst preserving and growing the trusted advisor relationships that define our market position, and with that in mind our transformation has been focused on 5 main pillars: Go-to-market, Operational Excellence and Profitability, Transformational Data & Tech, People and Culture and Customer Experience. 

Comprehensive Go-to-Market Transformation 

Our positioning and go-to-market approach have been updated comprehensively with global staff training and client communications, newly aligned ERA narrative, and our new website generating over 200% increases in both visits and engagement since its launch in March 2025. We have developed new collateral across the board, implemented our global 'Winning RFPs' framework, deployed CRM-based marketing automation, and launched successful initiatives like our 'Agency Watch' newsletter.  

Operational Excellence and Profitability Focus  

Perhaps our most significant operational change has been to pivot to a focus on profitability across the organisation. We have now deployed our Staff cost to Profit Conversion ("SPC") metric as the central KPI driving our entire global 2026 budgeting process. All regional, local, and client leaders now operate with clear mandates to ensure that every engagement generates sufficient profit to support continued investment in technology and capabilities. We have become more commercially assertive, focused on extracting the high value that our premium work deserves. This disciplined approach is focused on improving profit margins whilst strengthening rather than weakening client relationships. 

Transformational Technology Leadership 

Our AI and proprietary technology agenda has delivered great results, positioning Ebiquity at the forefront of industry innovation whilst generating immediate operational benefits. We have deployed our proprietary AI infrastructure across our global workforce with over 500 staff members (75%+ of our workforce) actively using these tools daily, creating significant productivity gains. We have also successfully negotiated a new favourable commercial agreement with GMP, a platform which allows us to optimise tech-enabled delivery of certain service lines. 

Beyond productivity improvements, our AI infrastructure enables cutting-edge service delivery models including direct MCP integrations with client AI systems, positioning us for the consulting model of the future. We are focused on transforming our internal capabilities translate into commercial opportunities through client-facing AI offerings including the ERA Curriculum and Agentic AI pre-flight capabilities, both due to be launched in Q4 2025. 

People and Culture  

A key priority for H1 has been executing critical changes to team composition and the organisation globally. As a result, both the leadership team and the operating model are now stronger and well aligned around global objectives to lead the changes from the front. 

Another focus has been the Company's culture, allowing the organisation to optimise our "Most Local Most Global" philosophy, which recognises the depth of our deep expertise in specific local markets, united with our unique experience and ability to service large global clients. It has been great to see our global team unite around our shared objective of making the trillion-dollar advertising industry more Effective and Responsible. 

Enhanced Customer Experience and Commercial Momentum 

Our refined positioning around Transform, Govern, and Grow has been instrumental in achieving competitive success and commercial momentum, particularly in Marketing Effectiveness and our integrated solutions approach, which creates optimism for enhanced revenue growth in 2026. The clarity of our positioning has enhanced our competitiveness in major account competitions whilst demonstrating the integrated nature of our service capabilities. 

Navigating a Challenging 2025

We announced a trading update on 23 September 2025 that challenging market conditions in North America have persisted for longer than we had initially anticipated. Economic uncertainty and geopolitical tensions have created extended sales cycles, but I am pleased to report that we have already addressed internal operational challenges through a comprehensive restructuring in North America under new regional leadership. This includes the appointment of Michele Harrison as Managing Director Americas in June 2025 I am confident that these internal operational improvements will position the business for recovery when market conditions stabilise. 

Following H1 2025, we completed the final settlement of contingent consideration obligations from our historical acquisition program during Q3, with the last payment related to Media Management LLC finalised in July. This milestone means Ebiquity now has no further ongoing cash outflow commitments related to past acquisitions, eliminating a significant drag on our cash generation. With these legacy obligations behind us, we are positioned to convert our adjusted operating profit into net debt reduction and enhanced balance sheet flexibility. This cash flow optimisation, combined with our operational improvements and disciplined cost management, accelerates our path toward a stronger balance sheet and enhanced financial resilience.

Our focus has been and will continue to be on accelerating momentum with an operationally and commercially stronger Ebiquity in 2026. We will continue to focus on profitability and cost discipline, driving operational improvements to support our commercial ambitions. At the same time, we will also continue to build our proprietary infrastructure and deepen AI enablement within both our operating models and client solutions to create meaningful competitive advantage over legacy competitors. 

Our approach balances the urgency of delivering improved financial performance with the strategic patience necessary to build capabilities that will differentiate us permanently in the marketplace. The tangible steps we have taken across leadership, operations, technology, and market position are evidence of our ability to execute complex transformational change whilst maintaining operational stability and client satisfaction. 

I want to express my gratitude to our clients for their continued trust during this period of positive change, to our shareholders for their support throughout our transformation journey, and most importantly to our exceptional global team for their unwavering commitment to excellence.  

Together, we are building a stronger, more focused, and more capable Ebiquity that will deliver sustainable value for all stakeholders whilst leading the industry towards more effective and responsible advertising practices. 

Ruben Schreurs  Group Chief Executive Officer 

Chief Financial Officer's Review

Summary Income statement

Revenue

H1 2025 revenue of £37.9 million was in line with the comparable period in 2024. 

The table below shows the H1 2025 results by region:

Revenue by Region

· UK & Ireland: Revenue of £16.6m increased by 14%. year-on-year, primarily due to strong performance in the contract compliance service line which secured several large contracts in H1. Additional growth was seen across Value Track, Benchmarking, and Governance services.

· Continental Europe: Revenue of £10.6m remained broadly in line with the prior year, reflecting mixed dynamics. Downward trends in France and Spain were offset by significant growth in Italy under new management.

· The Americas: Revenue of £6.9m fell 16% year-on-year due to client losses and project deferrals, with the challenging economic climate adversely impacting client decision-making.

· APAC: Revenue of £3.7m declined by 11% year-on-year, driven by client project delays in Singapore, non-renewals in Australia and continued challenging macro-economic issues in China.

The table below shows the H1 2025 results by service line:

Revenue by Service Line

· Media Performance: Revenue of £25.6m declined by £0.9 million (3%), driven by £1m downside in Benchmarking in North America. Excluding North America, Media Performance revenue grew by 4%, driven by Benchmarking and DMS Governance.

· Media Management: Revenue of £3.9m remained in line with the prior year. Excluding North America, revenue grew by 2%, driven by increased demand for Media Agency Assessment services in the UK & Ireland and Europe.

· Marketing Effectiveness: Revenue of £4.5m declined by £0.3 million (6%) as anticipated, driven by a specific client loss in 2024 - Marketing Effectiveness revenue is typically skewed towards H2 and is on track to achieve year on year growth.

· Contract Compliance: Group-wide revenue surged by 43% year-on-year, with a very strong 124% increase in the UK&I. This growth is attributed to major client wins and clients expanding their scope.

Adjusted Operating Profit

Adjusted operating profit (statutory operating profit excluding highlighted items) rose by £0.3 million to £2.6 million (H1 2024: £2.3 million), with the adjusted operating profit margin improving to 6.8% from 6.2% in the prior year. This increase was largely driven by a disciplined approach to staff, production and property costs.

Statutory Operating Loss

The statutory operating loss of £9.9 million represents a significant increase of £8.7 million compared with £1.2 million in H1 2024. This was primarily driven by a goodwill impairment charge of £8.3 million recognised in respect of North America which reduced the associated goodwill to £nil.

Highlighted items

Highlighted items comprise charges and credits which are highlighted in the income statement, where separate disclosure is considered appropriate in understanding the underlying performance of the business. These are used for the calculation of certain alternative performance measures.

Highlighted items after tax in H1 2025 totalled a charge of £9.4 million compared with £2.3 million in H1 2024, and include the following:

Share Option Charge:

· The share option £0.1million charge (H1 2024: £0.2million) charge reflects the expense for the period arising from the fair value of share options granted, recognised over the vesting period.

Amortisation and Impairment:

· The Group recognised a goodwill impairment charge of £8.3million in respect of the North America regional CGU (H1 2024: £nil). An impairment of £0.1million was also recognised for R&D Intangibles, whereby a piece of external development was brought in-house. 

· The amortisation charge for purchased intangible assets decreased in the period to £1million (H1 2024: £1.6million) due to the MMi and MediaPath Network customer relationship assets becoming fully amortised in the period. These assets include customer relationships of acquired entities, owned software (MMi's Circle Audit system) and MediaPath's GMP licence asset.

Severance and reorganisation costs:

· Severance and reorganisation costs amounted to £1.3million (H1 2024: £nil), driven by the departure of a member of the executive leadership team, and a divisional reorganisation.

Onerous lease provision / Dilapidations provision:

· An onerous lease provision of £0.1 million (H1 2024: £nil) was recognised to reflect the closure of the St. Louis office in North America. 

Post-acquisition credits and charges:

· A £1.8 million credit has been recognised (H1 2024: credit of £0.6 million) following adjustments to calculated contingent consideration payable in respect of historical acquisitions.

Acquisition and refinancing costs:

· The Group amended the loan facility in March 2025, incurring costs of £0.2 million. Of this amount, £0.1 million was a non-cash item being the write-off of the previous facility arrangement fee.

Net Debt and Cash Management

The Group has continued to demonstrate strong cash management in H1 2025, improving net debt from £15.6 million at 31 December 2024 to £15.0 million at 30 June 2025. This has been driven by a strong focus on working capital management together with the phasing of tax payments. Net Debt excludes restricted cash from the Russian operation which amounted to £1.1 million at 30 June 2025 (30 June 2024: £0.9 million).

Finance costs

Net finance costs were £2.2 million at H1 2025, up from £0.8 million compared to H1 2024. The Group's interest expense of £1.1 million remained consistent with prior year, however, foreign exchange movements on inter-company positions were unfavourable resulting in a charge of £1.2 million (H1 2024: gain of £0.2 million). This was predominantly driven by the GBP strengthening against the USD, and slightly weakening against the EUR.

Taxation

The H1 2025 adjusted effective tax rate of 219% (compared to 30.7% at 31 December 2024) reflects a significant increase. This is primarily driven by the revision in the future profitability forecasts in the US, leading to the release of the deferred tax asset of £0.9 million. The statutory tax charge of £1.0 million (H1 2024: £0.2 million) also includes a net credit on highlighted items, offset by restrictions on interest expense deductibility in certain jurisdictions.

Earnings per share

Adjusted basic earnings per share decreased from 0.84p at 30 June 2024 to a loss of 0.40p at 30 June 2025. Additionally, adjusted diluted earnings per share decreased from 0.81p in the prior period to a loss of 0.40p. There was a statutory loss per share of 7.19p (2024: loss per share of 0.86p).

Dividend

No dividend has been declared for the six months ended 30 June 2025 (2024: £nil).

Statement of financial position and net assets

A non-statutory summary of the Group's balance sheet at 30 June 2025 and 31 December 2024 is set out below.

Net assets at 30 June 2025 were £27.4 million, down £8.4 million from £35.8m at 31 December 2024. This was primarily driven by the £8.3 million goodwill impairment charge recognised in respect of the North America regional CGU. The reduction of the provision for contingent consideration payable was offset by the amortisation of intangible assets.

Working capital

Working capital decreased to £9.9 million, from £10.6 million at 31 December 2024, reflecting lower net trade debtors partly offset by higher accrued income, which typically increases at interim periods due to project billing patterns.

Adjusted cash conversion

Adjusted cash from operations represents the cash flows from operations excluding the impact of highlighted items. The adjusted net cash inflow from operations in the 6-month period was £4.6 million (H1 2024: £2.6 million), which represents an adjusted cash conversion ratio of 177% of adjusted operating profit.

Equity

During the six months to 30 June 2025, the number of ordinary shares in issue increased by 0.2 million (H1 2024: 0.1 million increase) to 140.6 million (31 December 2024: 140.4 million). The issuance of ordinary shares related solely to the exercise of employee share options.

Banking Facilities and Indebtedness

In March 2025 the Group completed an amendment to its credit facility with Barclays and NatWest. The facility totals £35 million with no amortisation through to maturity in April 2027. Please refer to disclosure 9 for further details.

The facility bears variable interest at the SONIA rate plus a margin ranging from 2.75 to 3.35 depending on the Group's net debt to EBITDA ratio.

In July 2025 the Group settled the contingent consideration payable in respect of the acquisition of Media Management LLC via both cash settlement and issuance of ordinary shares. Details are provided in disclosure 14.

Kayte Herrity

Chief Financial Officer

Alternative Performance Measures

In the reporting of financial information, the Directors have adopted various alternative performance measures ('APMs'). The Group includes these non-GAAP measures as they consider them to be both useful and necessary to the readers of the financial statements to help understand the performance of the Group. The Group's measures may not be calculated in the same way as similarly titled measures reported by other companies and therefore should be considered in addition to IFRS measures. The APMs are consistent with how business performance is measured internally by the Group.

Alternative Performance Measures used by the Group are detailed in the table below:

A1: Reconciliation of net revenue

A2: Reconciliation of adjusted operating profit

A3: Reconciliation of operating profit margin

A4: Reconciliation of adjusted profit before taxation and adjusted profit after taxation

A5: Reconciliation of net debt

A6: Reconciliation of adjusted cashflow from operations

Interim Consolidated Income Statement

for the six months ended 30 June 2025

Interim Consolidated Statement of Financial Position

as at 30 June 2025

Interim Consolidated Statement of Changes in Equity

for the six months ended 30 June 2025

Interim Consolidated Cash Flow Statement

for the six months ended 30 June 2025

Notes to the interim financial statements for the six months ended 30 June 2025

1. Accounting Policies

Basis of preparation

The condensed consolidated interim financial statements for the six months ended 30 June 2025 have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting'. These interim financial statements should be read in conjunction with the Group's Annual Report and Accounts for the year ended 31 December 2024, which have been prepared in accordance with UK-adopted international accounting standards ('IFRS') in conformity with the requirements of the Companies Act 2006 and the applicable legal requirements of the Companies Act 2006.

The condensed consolidated interim financial statements have been prepared on a going concern basis. Whilst the Group has incurred a statutory loss for the 6 months to 30 June 2025, the Group continued to have sufficient headroom on all its covenants and projects that this will continue for the foreseeable future. The Group meets its day-to-day working capital requirements through its cash reserves and borrowings, described in notes 7 and 9. At 30 June 2025, the Group had cash balances of £9,950,000, (including restricted cash of £1,084,000) and undrawn bank facilities available of £11,000,000.

In assessing the going concern status of the Group and Company, the Directors have considered the Group's forecasts and projections, taking account of reasonably possible changes in trading performance, and the Group's cash flows, liquidity, and bank facilities. The Directors have prepared a model to forecast covenant compliance and liquidity to 31 December 2026 that includes a base case and scenarios to form a severe but plausible downside scenarios.

The base case has considered the impact of severe but plausible changes in revenue and EBITDA based on the Group's reforecast for the year ended 31 December 2025 and management projections for the year ended 31 December 2026. The severe downside scenarios assume downside adjustments to revenue ranging from 2% to 6% and cost savings ranging from 0% to 4% during the year ended 31 December 2026. Under each scenario, management is satisfied of covenant compliance throughout the going concern period. In these scenarios the projected net leverage covenant is almost at the level of the covenant test in Q3 of FY2026, however the Group could take additional tactical mitigations which have not been assumed in these scenarios and is satisfied of covenant compliance through the going concern period.

The Directors consider that the Group and Company will have sufficient liquidity within existing bank facilities, to meet its obligations during the next 12 months and hence consider it appropriate to prepare the condensed consolidated interim financial statements on a going concern basis.

Russian operation

Following the Russian invasion of Ukraine, the Group reviewed the future of its investment in its subsidiary in Russia (Ebiquity Russia OOO) and has been in negotiations with a view to divesting its 75.01% shareholding in it. Any such disposal requires the prior approval of the Russian authorities and the payment of an exit tax. While an application for approval has been submitted, approval has not yet been received and, as at the date of these financial statements, there is no clear indication of the timeline for approval. Ebiquity Russia OOO remains part of the Group for these financial statements and, given the uncertainty regarding the Group's continued investment, the assets were first impaired in FY2022 and then fully impaired in the Group balance sheet for the year ended 31 December 2023. The cash balances held by Ebiquity Russia OOO are deemed to be restricted cash, see note 7.

In the reporting of financial information, the Directors have adopted various alternative performance measures ('APMs'). The Group includes these non-GAAP measures as they consider them to be both useful and necessary to the readers of the financial statements to help understand the performance of the Group. The Group's measures may not be calculated in the same way as similarly titled measures reported by other companies and therefore should be considered in addition to IFRS measures. The APMs are consistent with how business performance is measured internally by the Group. Details of the APMs and their calculations are set in the relevant section above.

2. Segmental reporting

In accordance with IFRS 8, the Executive Directors have identified the operating segments based on the reports they review as the chief operating decision-maker ('CODM') to make strategic decisions, assess performance and allocate resources. The operating segments have been aggregated into four reportable segments as follows:

• UK & Ireland ('UK&I') - consisting of operations in the United Kingdom and Ireland

• Continental Europe - consisting of operations in France, Iberian Peninsula, Germany, Italy, Russia and the Nordic region

• The Americas - consisting of operations in the United States of America, Canada and Latin America

• Asia Pacific ('APAC') - consisting of operations in Australia, China, India, Singapore and United Arab Emirates.

The Group reviews its global operations on a regional basis as it allows management to tailor strategies to the unique economic, political, cultural and market dynamics of each region.

The Group's chief operating decision-makers assesses the performance of the reportable segments based on revenue and adjusted operating profit. This measurement basis excludes the effects of non‑recurring expenditure from the operating segments such as restructuring costs and M&A-related costs. The measure also excludes the effects of recurring expenditure recorded to Highlighted Items such as equity-settled share‑based payments, purchased intangible amortisation and transformation-related costs. Interest income and expenditure and other finance costs are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group.

The table below shows Served Revenue for the four reportable segments. Served Revenue comprises external revenue billed directly by each reporting segment, plus revenue that the segment sells but does not bill, and less the revenue that the region bills but does not sell.

The table below represents revenue by Service Line:

No single customer (or group of related customers) contributes 10% or more of revenue.

The table below represents adjusted operating profit by reportable segment:

A reconciliation of segment adjusted operating profit to total loss before tax is provided below:

1. Unallocated (costs)/income comprise central costs that are not considered attributable to the segments.

These are head office staff costs.

3. Highlighted items

Highlighted items comprise charges and credits which are highlighted in the income statement because separate disclosure is considered relevant in understanding the underlying performance of the business. These are used for the calculation of certain Alternative Performance Measures. For further information and reconciliations please see the Alternative Performance Measures section above. Cash items are defined as items for which a cash transaction has occurred in the period. All other items are defined as non-cash.

The share option charge reflects the expense for the period arising from the fair value of share options granted, recognised over the vesting period. For the period ended 30 June 2025, a charge of £143,000 (30 June 2024: £182,000) was recorded. 

The amortisation charge for purchased intangible assets decreased in the period to £966,000 (30 June 2024: £1,603,000) due to the MMi and MediaPath Network customer relationship assets becoming fully amortised in the period. These assets include customer relationships of acquired entities, owned software (MMi's Circle Audit system) and MediaPath's GMP licence asset.

The Group recognised a goodwill impairment charge of £8,349,000 in respect of the North America regional CGU in the 6 months to 30 June 2025 (30 June 2024: £nil). Please refer to note 5 for further details. An impairment of £80,000 was also recognised for R&D Intangibles, whereby a piece of external development was brought in-house. 

Severance and reorganisation costs amounted to £1,306,000 for the 30 June 2025 period (30 June 2024: £nil), driven by the departure of a member of the executive leadership team, and a divisional reorganisation.

An onerous lease provision of £146,000 was recognised in the 6 months to 30 June 2025 (H1 2024: £nil) to reflect the closure of the St. Louis office in North America.

The contingent consideration revaluation credit of £1,828,000 (30 June 2024: £596,000) represents the adjustments to calculated contingent consideration payable in respect of historical acquisitions. The revaluation is based on the final settlement of this consideration in H2 2025.

Acquisition and refinancing costs of £215,000 (30 June 2024: £713,000) relate entirely to the costs associated with refinancing the loan facility in March 2025.

4. Earnings per share

The calculation of basic and diluted earnings per share is based on the following data:

1 Highlighted items (see note 3), stated net of their total tax and non-controlling interest impact.

2 Adjusted means before highlighted items.

5. Goodwill

Impairment trigger

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill may be potentially impaired. Goodwill is allocated to the Group's cash generating units ('CGUs') to carry out impairment tests. For the full year 2024 the Group altered its approach of monitoring goodwill to align with the way in which the business is managed. The Group is managed on a regional basis, and as such, the 13 underlying CGUs were aggregated into 4 regional CGUs: North America, United Kingdom, Europe, and APAC.

Management considered internal and external sources of information to determine if there were potential indicators of impairment for each of the regional CGUs at 30 June 2025. North America had a challenging H1 2025 due to difficult market conditions, resulting in revenue falling 16% year-on-year. Europe and APAC H1 2025 revenue was down slightly against forecast, and where both regions had been impaired at 31 December 2024, management deemed it appropriate to run the full impairment assessment H1 2025. There were no such indicators of impairment for the United Kingdom CGU, with the region increasing revenue year-on-year by 14% and outperforming forecasted OP. As such, the full assessment was not completed for the United Kingdom CGU.

Impairment assessment

The impairment test involves comparing the carrying value of the regional CGU to which the goodwill has been allocated to the recoverable amount. The recoverable amount of all regional CGUs has been determined based on value in use calculations.

Under IFRS, an impairment charge is required for goodwill when the carrying amount exceeds the recoverable amount, defined as the higher of fair value less costs to sell and value in use. As at 30 June 2025 the Group recognised an impairment charge of £8,349,000 in respect of the North America regional CGU. After the goodwill impairment charge, the goodwill associated with this CGU was reduced to nil.

The Group's remaining carrying value of goodwill by regional CGU at 30 June 2025 was as follows:

Value in use calculations

The key assumptions used in management's value in use calculations are budgeted operating profit, pre‑tax discount rates and long-term growth rates.

Budgeted operating profit assumptions

To calculate future expected cash flows, management has taken the earnings before interest, tax, depreciation and amortisation ('EBITDA') for each of the Regional CGUs for the 2025 financial year as per the 2025 forecast. For the 2026 and 2027 financial periods, the forecast EBITDA is based on management's plans and market expectations. The projected 2027 balances are subsequently taken to perpetuity in the model. The forecasts for 2026 and 2027 use certain assumptions to forecast revenue and operating costs within the Group's operating segments.

Discount rate assumptions

The Directors estimate discount rates using rates that reflect current market assessments of the time value of money and risk specific to the CGUs. The factors considered in calculating the discount rate include the risk-free rate (based on government bond yields), the equity risk premium, the Beta and a smaller quoted company premium. The three-year pre-tax cash flow forecasts have been discounted at the following rates:

Growth rate assumptions

For cash flows beyond the three-year period, a growth rate of 2.0% (2024: 2.0%) has been assumed for all regional CGUs. This rate is based on factors such as economists' estimates of long-term economic growth in the markets in which the Group operates.

Sensitivity analysis

The Group's calculations of value in use for the regional CGUs are sensitive to a number of key assumptions. As such, management have run a number of scenarios to determine the impact of changes in assumptions to the WACC rates, and revenue and cost growth rates. Below for Europe and APAC we have disclosed the resulting headroom from reasonably possible sensitivity scenarios:

Sensitivity scenario 1: 2% revenue reduction in 2026 with no cost savings achieved.

Sensitivity scenario 2: 4% revenue reduction in 2026 with 2% cost savings achieved.

Sensitivity scenario 3: 6% revenue reduction in 2026 with 4% cost savings achieved.

Sensitivity scenario 4: Illustration of the percentage movement in WACC rate required to eliminate headroom.