Final Results

About this update from Ebiquity Plc

[{"type":"text","content":"\n \n 22 April 2025 \n Ebiquity plc \n Final Results for the year ended 31 December 2024 \n   \n Challenging conditions impacted H1 2024 performance, Stronger H2 2024 performance and encouraging start to 2025 \n New executive team focused on profitable growth \n   \n Ebiquity plc (\"Ebiquity\", the \"Company\" or the \"Group\"), a world leader in media investment analysis, announces its results for the year ended 31 December 2024. \n   \n Financial Headlines \n \n \n \n \n Year ended 31 December \n \n \n 2024 \n \n \n 2023 \n \n \n Change \n \n \n \n \n £m \n \n \n £m \n \n \n £m \n \n \n % \n \n \n \n \n Revenue \n \n \n 76.8 \n \n \n 80.2 \n \n \n (3.4) \n \n \n (4.3%) \n \n \n \n \n Adjusted Operating Profit 1 \n \n \n 7.9 \n \n \n 12.0 \n \n \n (4.1) \n \n \n (34.3%) \n \n \n \n \n Adjusted Operating Profit Margin % 1 \n \n \n 10.3% \n \n \n 15.0% \n \n \n (4.7pp) \n \n \n (38.1%) \n \n \n \n \n Adjusted Profit before Tax 1 \n \n \n 6.5 \n \n \n 9.7 \n \n \n (3.2) \n \n \n (33.0%) \n \n \n \n \n Adjusted Diluted Earnings per Share 1 \n \n \n 3.2p \n \n \n 5.3p \n \n \n (2.1p) \n \n \n (40.4%) \n \n \n \n \n Statutory Operating Loss before Tax \n \n \n (0.9) \n \n \n (0.3) \n \n \n (0.6) \n \n \n (200%) \n \n \n \n \n Statutory Loss before Tax \n \n \n (2.3) \n \n \n (2.6) \n \n \n 0.3 \n \n \n 11.5% \n \n \n \n \n 1.     Adjusted numbers exclude highlighted 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. \n   \n ·    Revenue decreased by £3.4 million to £76.8 million (-4.3%) \n ·    Adjusted Operating Profit decreased by £4.1 million to £7.9 million (-34.3%) \n ·    Adjusted Operating Profit margin decreased by 4.7 percentage points to 10.3% (2023: 15.0%) \n ·    Statutory Operating Loss increased by £0.6m to £0.9m \n ·    Net bank debt of £14.8 million with cash balances of £9.1 million and undrawn bank facilities of £6.0 million, an increase of £2.9 million \n ·    Adjusted cash from operations of £8.6 million, with conversion being at 108% of adjusted operating profit (2023: £14.7 million, 122%) \n   \n Stronger H2 performance \n ·    H2 Revenue of £38.9m was 2.7% higher than H1 (H1 2024: £37.9m) \n ·    H2 Adjusted Operating Profit of £5.6m was 143.5% greater than H1 (H1 2024: £2.3m) and was broadly consistent with H2 2023 of £6.0m \n ·    H2 2024 saw a recovery in the Operating Margin to 14.3% (2023: 15%) \n ·    Strong cash collections during Q4 resulted in Net Debt as at 31 December 2024 at £14.8m (31 December 2023: £11.9m), £0.5m lower than it had been at H1 (30 June 2024: £15.3m) \n   \n Outlook \n The Company has seen encouraging trading in the first quarter of 2025, slightly ahead of management's expectations for both revenue and adjusted operating profit. The Board is encouraged by the strategic progress being made under its reshaped leadership team and the outlook for the full year ending 31 December 2025 remains in line with Board expectations. \n   \n The Company intends to continue investing in R&D initiatives and expanding its AI capabilities, such as the Company's agentic AI solution through which clients can validate in advance their campaign plans, which remains on track for launch in the second half of 2025. \n   \n While the current macroenvironment creates considerable uncertainty and potential disruption for many of Ebiquity's clients, the Company is uniquely positioned to help brands effectively navigate these challenges, as was demonstrated during the automotive chip shortage crisis as well as during the COVID-19 pandemic. \n   \n Ruben Schreurs, Chief Executive Officer, said: \n \"I was deeply honoured to be appointed Chief Executive Officer of the Company in November 2024. 2024 was not the year we had envisioned, with soft trading and market conditions experienced in the last quarter of 2023 continuing to create uncertainty in the first half of 2024. Pleasingly, the second half performance reflected the Group's focus on profitability and stringent cost controls and this progress is a testament to the talent and dedication of our people. I am grateful for their hard work during a challenging period. \n   \n There is a lot to be excited about for 2025, with four key appointments to our executive leadership team ready to further drive our strategic initiatives. We occupy a unique position in the media sector and are perfectly positioned to partner with brands seeking to navigate the current uncertainty and disruptions in the macroeconomic environment. \n   \n As a major shareholder myself, I am encouraged by the strong future prospects of the business and determined to realise Ebiquity's full potential. I am confident that our focus on quality, innovation and effective and responsible advertising positions us well for success.\" \n   \n Board changes \n The Company also announces that on 31 July 2025 Richard Nichols will retire from the Board and that, with effect from 1 August 2025, Brian Porritt will join the Board as an independent non-executive director and Chair of the Audit and Risk Committee. \n   \n Brian has extensive CFO board experience obtained while undertaking interim CFO roles at Impellam Group plc, Huntsworth plc and The Quarto Group Inc as well as having served as CFO for substantial international divisions within Warner Music and Yahoo!. Brian also acted as an independent external member of the Audit and Risk Committee of the Department For Digital, Culture Media and Sport for six years until 2022. \n   \n Pursuant to Rule 17 and Schedule 2 paragraph (g) of the AIM Rules for Companies. Brian Nigel Porritt, aged 66, currently holds a directorship at Transformability Ltd. There is no further information to disclose. \n   \n Details of presentations \n The Executive Directors will host a webcast presentation for analysts at 09:00 BST today. If you would like to register to attend, please contact [email protected] . \n   \n They will also give a presentation via the Investor Meet Company platform on Thursday 24 April at 10:00 BST. The presentation is open to all existing and potential shareholders. Questions can be submitted in advance via the Investor Meet Company dashboard up until 10:00 BST on the day before the meeting or at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet Ebiquity plc via: \n https://www.investormeetcompany.com/ebiquity-plc/register-investor . \n   \n Investors who already follow Ebiquity plc on the Investor Meet Company platform will automatically be invited.   \n   \n   \n Enquiries: \n   \n \n \n \n \n Ebiquity \n Ruben Schreurs, CEO \n Kayte Herrity, CFO \n   \n \n \n Via Camarco \n \n \n \n \n Camarco \n Ben Woodford \n Geoffrey Pelham-Lane  \n Phoebe Pugh                                                                                                                                                                                                                                                                                                 \n   \n \n \n   \n +44 (0)7990 653 341 \n   +44 (0)7733 124 226 \n +44 (0)7586 714 048 \n \n \n \n \n Cavendish Capital Markets \n Nominated Adviser and Sole Broker \n Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance \n Julian Morse / Louise Talbot / Sunila de Silva - Sales / ECM \n   \n \n \n +44 (0)20 7220 0500 \n \n \n \n \n   \n   \n About Ebiquity plc \n   \n Ebiquity plc is a world leader in media investment analysis. It harnesses the power of data to provide independent, fact-based advice, enabling brand owners to perfect media investment decisions and improve business outcomes. Ebiquity is able to provide independent, unbiased advice and solutions to brands because we have no commercial interest in any part of the media supply chain. \n   \n We are a data-driven solutions company helping brand owners drive efficiency and effectiveness from their media spend, eliminating wastage and creating value. We provide analysis and solutions through four Service Lines: Media management, Media performance, Marketing effectiveness and Contract Compliance. \n   \n Ebiquity's clients are served by more than 575 media specialists, covering 80% of the global advertising market. \n   \n The Company has the most comprehensive, independent view of today's global media market, analysing over US$100bn of media spend and contract value from over 123 countries annually, including trillions of digital media impressions. \n   \n As a result, over 75 of the world's top 100 advertisers today choose Ebiquity as their trusted independent media advisor. \n   \n For further information, please visit:  www.ebiquity.com \n \n \n   \n Chair's Statement \n   \n \"2024 was a testing year for Ebiquity. Although the challenges the Group faced were considerable, the year finished with a real sense of tangible optimism for the future prospects of the Company.\" \n   \n 2024 proved to be a challenging year for the Company. Although it started soundly, revenue performance stalled in the first half and, given the Company's fixed cost base, this led to a decline in profitability. Despite competitive pressures as some of our peers chose to cut pricing dramatically to buy in business, market uncertainty affecting client confidence and operational constraints as the volume of business became concentrated into a few months, the second half of the year proved stronger than the first. Following action to realise some tactical cost savings, the Group ended the year with Adjusted Operating Profit in H2 more than twice that in H1 2024 and Net Debt reduced by £0.5 million from 30 June 2024. \n   \n In recent years the business has been re-focussed to a more globally distributed model to best meet clients' demands for a seamless service across geographies. Innovation and the application of technology are integral to this, as is a clear view of the evolving media landscape and Ebiquity's unique ability to service its customers' needs. Advertising through digital media, such as Streaming TV and Retail Media, is increasingly prevalent, now estimated to make up 75% of global spending on advertising. This introduces increased complexity for brand owners and enhanced opportunities for Ebiquity to support them in ensuring their investments in this diverse and fragmented media landscape are effective and responsible. \n   \n The Board was delighted to appoint Ruben Schreurs as Group CEO in November 2024. Ruben joined Ebiquity in 2020 when it acquired the Digital Decisions business which was founded and led by Ruben. That acquisition was very successful, both in the revenue and profit growth achieved and also in driving our Digital Media Solutions business.  Ruben's entrepreneurialism and strategic vision were evident from the success of that enterprise, and he brings the same determination, laser focus and energy to his commitment to create long-term sustainable growth for Ebiquity and its stakeholders. As a circa 7% shareholder in the Company, Ruben is strongly aligned with the interests of our investor community. \n   \n Since Ruben's appointment he has re-shaped the executive leadership team with three key new appointments from the Company's internal talent pool and affirmed his commitment to improving the quality of Ebiquity's revenue streams, focussing on strategic relationships which yield recurring benefits for the Group and its customers.  The deployment of AI is key to this, used as a tool to amplify the considerable expertise of the Company's specialist teams, streamlining processes and enabling large-scale implementations. 2025 will see further progress in the use of AI as an integral tool of the business; in March 2025 we announced the launch of pioneering AI solutions, the expansion of the Company's AI Centre of Excellence and an enhanced strategic partnership with Scope3, which together will transform the services we offer. \n   \n Being at the forefront of ground-breaking technologies brings with it significant responsibility, especially for a company which is the guardian of vast pools of valuable customer data. The security of that data is essential, as are the governance structures which sit around it.  Ebiquity's leadership is committed to Effective and Responsible Advertising, in order to support brand advertisers to maximise the impact of their investments, engender trust through the maintenance of robust ethical and industry standards and achieve optimal brand health and incremental business growth. \n Ultimately, responsibility for governance sits with the Board and with me as its Chair.  In 2024 the Board agreed to adopt the QCA's new Governance Code 2023. The Code comes into operation for the Company with effect from the current financial year and we will report against it next year. In 2024 we continued to apply the 2018 Code and we report on our compliance with it in our Annual Report and Accounts for the financial year ended 31 December 2024 ( Annual Report ). We are pleased to be early adopters of some of the 2023 Code's recommendations as we transition to embedding its principles. This includes putting our Directors' Remuneration Report to an advisory vote of our shareholders, reporting on specific Board skills to support the Company and seeking approval of our shareholders to the annual election or re-election of all members of the Board. \n   \n Our Board composition remains under regular review and there have been further changes to the Board in 2024 and 2025.  Sue Farr joined as Non-Executive director and Chair of the Remuneration Committee in April 2024, taking over from Julia Baddeley when she retired.  Julia Hubbard stepped down in August 2024 and Nick Waters resigned from the board in November 2024 to pursue other opportunities. We thank them all for their leadership and respective contributions during their time with the Group.  \n   \n We announced recently that Kayte Herrity had been appointed Group Chief Financial Officer, and she joined us in March 2025. She is a seasoned and accomplished finance professional and brings a wealth of experience of driving financial and strategic improvements.  She is already making a difference, providing financial, strategic and operational support to Ruben and the business. \n   \n Richard Nichols has been a source of financial expertise and wise counsel to the Company in his role as independent Non-Executive Director and Chair of the Audit and Risk Committee for many years. He agreed to stay with us through 2024 while we carried out a search for a permanent CFO and Richard's successor on the Board.  With the appointment of the CFO now made, Richard will step down from the Board on 31 July 2025 and Brian Porritt will take up position as an independent Non-Executive Director and Chair of the Audit and Risk Committee with effect from 1 August 2025.  Brian is perfectly suited to this role, as a qualified chartered accountant who has spent many years as Finance Director across a range of industry sectors and served in non-executive positions with public and private organisations. Brian is well known to the Board and the Company, having provided support as its Interim Head of Finance from July 2024 to April 2025. \n   \n We have made further commitments to our sustainability agenda in 2024.  Sustainability risks are now embedded in our corporate risk register, and I am pleased to report that they do not present a material issue or barrier to the Company. In support of the Company's commitment to sustainability, the Board mandated that the Annual Report be produced in black and white and on lower weight paper this year to reduce its environmental impact and was proud to support the Company's participation in the Ad Net Zero Steering Committee in 2024. There are more details on this in our Annual Report. \n   \n There is a great deal to be excited about in relation to Ebiquity in 2025.  There are undoubtedly significant challenges in the economic and political environment and the markets have recently become increasingly uncertain. However, the opportunities for the Company are considerable and it has a proven history of supporting clients through turbulent times.  We have a new senior executive team in place, with the drive and commitment to deliver new technology-based solutions, enhanced service offerings and profitable growth for the longer term.  This would not be possible without the support of Ebiquity's talented and hard-working employees worldwide who have risen to the challenges that 2024 presented and embraced the Company's new leadership with positivity and enthusiasm.  On behalf of the Board, I would like to thank them for their dedication, creativity and resilience, especially during this period of change. \n   \n The Board and I are committed that Ebiquity will move forward with confidence and determination in 2025 to deliver sustainable growth and value for all our stakeholders.  \n   \n Rob Woodward CBE \n Chair \n   \n \n \n   \n Chief Executive Officer's Review \n   \n 'There has never been a more exciting time to guide Ebiquity toward sustainable growth and enduring success' \n   \n I am deeply honoured to have taken on the role of Chief Executive Officer at Ebiquity in November 2024. This appointment comes at a pivotal moment for our organisation, and I want to take this opportunity to reflect on the challenges we faced in 2024 while also outlining a bold vision for our future. I joined Ebiquity five years ago when it acquired Digital Decisions, the business I founded, and I retain profound respect for the Company and its heritage. As Ebiquity's largest individual shareholder, I am deeply committed to its future. \n   \n A year of challenges \n 2024 was not the year we had envisioned. The distraction of internal transformation and some unexpected client losses threw up some significant hurdles to test our resilience and adaptability. These challenges were exacerbated by aggressive pricing strategies from competitors, leading some clients to prioritise short-term procurement gains over the quality of their media investments. Despite these difficulties, I am thankful that our team remained steadfast, demonstrating remarkable dedication and commitment to our clients and our mission. Our focus remains on driving good quality revenues and enabling our clients to deliver Effective and Responsible Advertising. \n   \n Throughout the year, our leadership team worked tirelessly to navigate these turbulent waters. They showed tremendous resolve, ultimately concluding the year on a more positive note, with a second half that saw revenues and adjusted operating profits return to levels comparable to those for the same period in 2023, due to a focus on profitability and stringent cost controls. This progress is a testament to the talent and dedication of our people, and I am grateful for their hard work during a challenging period. \n   \n Our commitment to excellence \n As I assume this leadership role, I want to emphasise our unwavering commitment to delivering superior returns on investment for our clients. Ebiquity is not just a company; it is a trusted advisor committed to helping brand owners navigate the complexities of the media landscape. In 2024, over 75 of the world's top 100 brands chose to partner with us, reinforcing our position as a leader in our sector. \n   \n Despite the market volatility and pricing pressures we experienced, we were able to deliver significant results for our clients. On average, our clients saw a 15% improvement in ROI, amounting to over US$1 billion in annual value enhancement. This success is a clear indication of our focus on transparency, ethics and sustainable results, all of which are vital in today's fast-paced advertising landscape. \n   \n Emphasising Effective and Responsible Advertising \n In 2024, we made considerable strides in positioning Ebiquity as a leading exponent of Effective and Responsible Advertising ( ERA ). ERA is not just a guiding principle; it is a commitment to aligning our clients' media investments with best practices, compliance and performance goals. \n   \n We understand that, as custodians of our clients' data, we bear a unique responsibility to maintain the highest standards of integrity and data security. \n   \n The importance of ERA cannot be overstated, especially in a world where the media landscape is changing rapidly, digital media is growing exponentially and the need for clarity, confidence and control in advertising investments is key. In March 2025, we launched the ERA Curriculum, a structured framework that will empower our clients to make informed and responsible AI-driven decisions. Agentic AI offers significant opportunities to our clients but needs clear guardrails and instructions to deliver results and mitigate risks. We offer our clients a customised and hosted ERA Curriculum so that they can ensure that their campaigns not only meet industry standards and regulatory mandates but also align with their brand-specific preferences and requirements. \n   \n The path to secure and compliant AI enhancement \n Technology continues to reshape our industry and our unending commitment to tech-enabled optimisation is stronger than ever, as our platforms constantly evolve to take advantage of the opportunities presented by the AI revolution.  During the year, we integrated our Solutions and Technology teams to enable us to provide our clients with newer, better solutions faster and enable them to keep up to speed with a rapidly evolving media landscape. \n   \n We also set out the foundations of our new AI centre of excellence in 2024. This groundwork enables AI to become a core enabler of our analytics, measurement and consulting offerings. In March 2025, we were excited to announce the launch of our proprietary .AIRF protocol which provides accelerated AI model development via our ERA Curriculum , thus reducing costs and emissions, and the planned launch in H2 2025 of a pre-flight validation tool deploying agentic AI to allow our clients to validate their media plans before committing to a campaign. We recognise the criticality of ensuring these innovations are underpinned by strict security and compliance standards, enabling us to safeguard our clients' interests while delivering value. \n   \n A unified vision and purpose: \"One Ebiquity\" \n Our vision for the future is encapsulated in our concept of \"One Ebiquity\", a more agile and integrated organisation that delivers a consistent and seamless client experience. The concept Transform, Govern, Grow reflects this holistic approach, encompassing and uniting our existing service lines.  By prioritising high-quality, recurring revenue streams and developing strategic partnerships with our clients, we are creating greater cross-selling and upselling opportunities across our solutions portfolio. \n   \n In 2024, while our overall Media Performance revenue declined 5.2% year on year, our revenues from core Media Performance solutions provided to our centrally-managed clients rose 9% over the prior year, offset in part by a decline in the one-off Media Management services provided to this group. Our client base expanded to include prominent names such as UBS, Airbnb, and Shiseido. Additionally, we strengthened our relationships with existing clients, demonstrating our commitment to delivering exceptional results and longer-term value. \n   \n As we continue to focus on this unified approach, we are committed to optimising our operational efficiency. A data-driven in-house review of our revenue quality will help us identify and eliminate contractual inefficiencies and over-servicing, ultimately driving improvements in our operating profit. \n   \n Strengthening our leadership team \n In early 2025, our Executive Leadership Team ( ELT ) was refreshed with four key appointments to further drive our strategic initiatives. This team is composed of proven internal talent, such as our dedicated Chief Operating Officer, Mark Gay, and a new external appointment in Kayte Herrity, our new Chief Financial Officer, who brings fresh perspectives and extensive expertise in strategic and transformational programmes to the organisation. Together, we will work collaboratively to ensure we are well-equipped to take the business forward with energy, dedication and expertise to create sustainable growth. There has never been a more exciting time to guide the organisation. \n   \n Looking ahead \n As we move into 2025, my commitment to Ebiquity is unwavering. I understand the responsibility that comes with this role, and I am fully dedicated to ensuring that we consistently overdeliver for our clients, our shareholders, our employees and all our stakeholders. \n   \n I believe the future is bright for Ebiquity. We stand on the brink of transformative growth, driven by opportunities in our core markets, emerging media channels and the technologies to enable our clients to manage them successfully and ethically. I am confident that our focus on quality, innovation and effective and responsible advertising will position us for success in the years to come. \n   \n We will continue to simplify the customer journey and fully implement our \"One Ebiquity\" vision. Our core value proposition - Transform, Govern, Grow - will empower brand owners to achieve measurable, sustainable improvements in their media investments. \n   \n As a major shareholder myself, I am encouraged by the strong future prospects of the business and determined to realise Ebiquity's full potential. \n   \n Economic and geopolitical uncertainties \n As we navigate the current economic landscape, it is important to acknowledge the uncertainties on the horizon. Tariffs and shifting international sentiments are likely to disrupt global trade, posing significant challenges for many of our clients. Ebiquity has always been the ideal partner for brands seeking to navigate crises and disruption, thanks to our unique cyclical and anti-cyclical model. This was vividly demonstrated during the automotive chip shortage crisis, where we swiftly assisted clients in reallocating their investments in a manner that maximised equity and efficiency. Similarly, during the COVID-19 pandemic, we provided invaluable guidance to brands forced to make difficult decisions about their advertising spend, ensuring they shape their budgets to sustain their long-term viability. In these times of uncertainty, our commitment to delivering strategic insights and data-driven solutions will empower our clients to make informed decisions, mitigating risks and seizing opportunities as they arise. \n   \n Gratitude and acknowledgment \n In closing, I want to express my heartfelt gratitude to our clients, partners, shareholders, and our dedicated team. Your support is invaluable as we embark on this transformative journey. The talent, resilience and dedication of our people are the true drivers of Ebiquity's success, and I am honoured to lead such an exceptional group. \n   \n Thank you for your continued trust in Ebiquity. Together, we will shape the future of advertising and deliver enduring success. \n   \n   \n Ruben Schreurs \n Chief Executive Officer \n   \n \n \n   \n Chief Financial Officer's Review \n   \n Since joining Ebiquity in early March 2025, I have been extensively briefed on the Group's results and the challenges it clearly faced in 2024. I am excited to have joined the Group at this important time under new and reinvigorated leadership. \n   \n Summary Income Statement \n   \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n Change b/(w) \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n £m \n \n \n % \n \n \n \n \n Revenue \n \n \n 76.8 \n \n \n 80.2 \n \n \n (3.4) \n \n \n (4.3%) \n \n \n \n \n Project-related costs \n \n \n (7.3) \n \n \n (7.4) \n \n \n (0.1) \n \n \n 0.6% \n \n \n \n \n Staff costs \n \n \n (49.1) \n \n \n (48.5) \n \n \n (0.6) \n \n \n (1.1%) \n \n \n \n \n Other operating expenses \n \n \n (12.5) \n \n \n (12.3) \n \n \n (0.2) \n \n \n (1.4%) \n \n \n \n \n Adjusted operating profit \n \n \n 7.9 \n \n \n 12.0 \n \n \n (4.1) \n \n \n (34.3%) \n \n \n \n \n Adjusted Profit Margin (%) \n \n \n 10.3% \n \n \n 15.0% \n \n \n \n \n \n (4.7%) \n \n \n \n \n Net finance costs \n \n \n (1.4) \n \n \n (2.3) \n \n \n 0.9 \n \n \n 40.1% \n \n \n \n \n Adjusted tax charge \n \n \n (2.1) \n \n \n (2.6) \n \n \n 0.5 \n \n \n 19.5% \n \n \n \n \n Adjusted profit after tax \n \n \n 4.4 \n \n \n 7.1 \n \n \n (2.7) \n \n \n (37.8%) \n \n \n \n \n Highlighted items \n \n \n (8.1) \n \n \n (11.4) \n \n \n 3.3 \n \n \n 29.3% \n \n \n \n \n Statutory loss after tax \n \n \n (3.6) \n \n \n (4.3) \n \n \n 0.6 \n \n \n 15.1% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Adjusted Diluted Earnings per Share (p) \n \n \n 3.2p \n \n \n 5.3p \n \n \n (2.1p) \n \n \n (40.4%) \n \n \n \n \n Statutory Earnings per Share (p) \n \n \n (2.7p) \n \n \n (3.4p) \n \n \n 0.7p \n \n \n (20.7%) \n \n \n \n \n   \n   \n Full Year 2024 Revenues of £76.8 million were 4.3% lower than for Full Year 2023.  This shortfall arose almost equally in Continental Europe, North America and in Asia Pacific ( APAC ).  UK&I was broadly flat. \n   \n The Europe shortfall was due to reduced Agency Selection and Management business in the region compared with a very strong performance in H1 2023 partly offset by increased Marketing Effectiveness revenue in France.  During the year there were leadership changes in Germany and France. \n   \n The North America decline was primarily in the Media Performance and Contract Compliance service lines.  Several clients either did not repeat business in 2024 or reduced scope, particularly in the technology and retail sectors. \n   \n The APAC decline reflected a slowing economy in China and client retention challenges in Australia.  There was a leadership change in Australia late in the year. \n   \n The UK&I result was the result of Marketing Effectiveness and Contract Compliance growth offsetting the decline in Media Management services.  The Marketing Effectiveness growth was due to several new client wins in the insurance, consumer goods and retail sectors. The Media Management decline was the result of Agency Selection and Management projects not matching 2023 levels in the automotive, retail and FMCG sectors. \n   \n Revenue by region \n   \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n Change \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n £m \n \n \n % \n \n \n \n \n UK & Ireland \n \n \n 32.2 \n \n \n 32.3 \n \n \n (0.1) \n \n \n (0.2%) \n \n \n \n \n Continental Europe \n \n \n 21.7 \n \n \n 22.7 \n \n \n (1.0) \n \n \n (4.4%) \n \n \n \n \n North America \n \n \n 16.1 \n \n \n 17.5 \n \n \n (1.4) \n \n \n (7.8%) \n \n \n \n \n APAC \n \n \n 6.7 \n \n \n 7.7 \n \n \n (1.0) \n \n \n (13.2%) \n \n \n \n \n External Revenue \n \n \n 76.8 \n \n \n 80.2 \n \n \n (3.4) \n \n \n (4.3%) \n \n \n \n \n   \n   \n Revenue By Service Line \n   \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n Change \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n £m \n \n \n % \n \n \n \n \n Media Performance \n \n \n 50.8 \n \n \n 53.6 \n \n \n (2.8) \n \n \n (5.2%) \n \n \n \n \n Media Management \n \n \n 7.9 \n \n \n 9.9 \n \n \n (2.0) \n \n \n (20.1%) \n \n \n \n \n Contract Compliance \n \n \n 7.8 \n \n \n 7.7 \n \n \n 0.1 \n \n \n 1.6% \n \n \n \n \n Marketing Effectiveness \n \n \n 10.3 \n \n \n 9.0 \n \n \n 1.2 \n \n \n 13.4% \n \n \n \n \n Revenue by service line \n \n \n 76.8 \n \n \n 80.2 \n \n \n (3.4) \n \n \n (4.3%) \n \n \n \n \n   \n   \n   \n Overall Media Performance revenues declined year-on-year by 5.2% due to the benchmarking service which saw client budget reductions and non-renewals mainly in APAC and North America.  Media Management revenues declined by 20.1% year-on-year and were impacted by the Agency Selection and Management shortfalls noted above. Marketing Effectiveness, by contrast, had a strong year, growing by 13.4% over 2023 with major new client wins across a broad range of sectors and scope increases by existing clients. The French market won 6 new clients in the period, contributing £0.5m of the revenue growth. Contract Compliance was also slightly ahead of 2023 with growth in UK&A and APAC offset by minor reductions in North America and Europe. \n   \n 2024 was clearly a year of two halves.  Some of the challenges of the first half year have been outlined by Ruben in his CEO Review above.  Adjusted Operating Profit for H1 was £2.3 million, down from £6 million in H1 2023.  This clearly demonstrated the operational leverage of the Group; the impact on profits when revenues decline even modestly.  Putting the operational distractions of this period behind it, the Group was able to deliver Adjusted Operating profit of £5.6 million in H2, restoring profitability almost to the level of H2 2023 on similar revenues. \n   \n Adjusted Staff Costs of £49.1 million were only 1.1% higher than 2023 despite inflationary pressures.  As the likelihood of the Full Year Revenue shortfall became clear, the Group was able to tactically contain this key cost without jeopardising service continuity or quality. \n   \n   \n Highlighted Items \n   \n 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. \n   \n Highlighted Items after tax in 2024 totalled a charge of £8.1 million compared with £11.2 million in 2023 and include the following: \n \n \n \n \n   \n   \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n \n \n Amortisation and Impairment \n \n \n 7.2 \n \n \n 6.3 \n \n \n \n \n Post-acquisition credits and charges \n \n \n (1.3) \n \n \n 2.1 \n \n \n \n \n Professional charges relating to acquisitions and aborted acquisitions \n \n \n 1.0 \n \n \n 1.8 \n \n \n \n \n Restructuring \n \n \n 2.5 \n \n \n 1.3 \n \n \n \n \n Share option (credit)/charge \n \n \n (0.5) \n \n \n 0.6 \n \n \n \n \n Subtotal before tax \n \n \n 8.8 \n \n \n 12.1 \n \n \n \n \n   Tax (credit)/charge on highlighted items \n \n \n (0.7) \n \n \n (0.9) \n \n \n \n \n Total \n \n \n 8.1 \n \n \n 11.2 \n \n \n \n \n   \n   \n The difference between the two years is that acquisition related costs ran higher in 2023, and revaluation of contingent consideration was favourable in 2024.  2024 saw some higher severance costs as the restructuring activities begun in 2023 were completed.  2024 also saw the recognition of £4 million of Goodwill impairment compared with £2.9 million in 2023.  This adjustment was applied to the carrying value of Goodwill in APAC (£1 million) and Europe (£3 million). \n   \n   \n Net Debt and Cash Management \n   \n As Ruben has also mentioned above, the Group's cash management has remained strong and has resulted in improvements in year-end Net Debt from £15.3 million as at 30 June 2024 to £14.8 million at year end.  This has been supported by strong cash collection activities. Net Debt has increased by £2.9 million in comparison to the prior year. \n   \n The Net Debt numbers previously reported, and noted above, include £0.8 million of restricted cash in Russia.  Excluding this, the year-end Net Debt is £15.6 million.  This is the way this metric will be reported in future. \n \n \n \n \n   \n   \n \n \n H1 2024 \n \n \n H2 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n £m \n \n \n \n \n Loans and borrowings \n \n \n (22.0) \n \n \n (24.0) \n \n \n (22.0) \n \n \n \n \n Prepaid loan fees \n \n \n 0.1 \n \n \n 0.1 \n \n \n 0.1 \n \n \n \n \n Less: Cash and cash equivalents \n \n \n 6.6 \n \n \n 9.1 \n \n \n 10.0 \n \n \n \n \n Net Debt \n \n \n (15.3) \n \n \n (14.8) \n \n \n (11.9) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Restricted cash - Russia \n \n \n 0.9 \n \n \n 0.8 \n \n \n 0.9 \n \n \n \n \n Net debt (excluding restricted cash) \n \n \n (16.1) \n \n \n (15.6) \n \n \n (12.7) \n \n \n \n \n   \n Finance Costs \n Net Finance Costs were £1.4 million in 2024 down from £2.3 million in 2023.  Interest expense of £2.1 million was 3.8% lower than 2023 due mainly to a 5.6% reduction in the average level of borrowing partly offset by a 10.6% increase in average interest rates.  Foreign Exchange differences were £0.6 million favourable compared with 2023. \n   \n Taxation \n The adjusted effective tax rate of 30.7% is 4.1 percentage points higher than the prior year (2023: 26.6%). This is due to taxable profits in tax jurisdictions with tax rates ranging from 25% to 33%. The adjusted effective tax rate is also higher due to higher imputed interest on intra-group balances, and interest expense deductibility restrictions in certain tax jurisdictions. Adjustments to the levels of imputed interest on intra-group balances have favourably impacted the 2023 and 2024 tax provisions. \n   \n Profit/loss for the year from Continuing Operations \n Despite the lower Adjusted Operating Profits in 2024, the reduced Highlighted Items mean that the Statutory Loss is reduced from the 2023 level of £(4.3) million to £(3.6) million. \n   \n Earnings per share \n Adjusted profit after taxation reduced by £2.7 million (37.8%) resulting in a decrease in Adjusted diluted earnings per share to 3.2p at 31 December 2024.  The statutory basic loss per share improved from 3.4p in the prior period to 2.7p at 31 December 2024. \n   \n Dividend \n No dividend has been declared or recommended for the 12 months ended 31 December 2024 (2023: £nil). \n   \n Statement of Financial Position and net assets \n   \n A non-statutory summary of the Group's balance sheet as at 31 December 2024 and 31 December 2023 is set out below. \n   \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n \n \n Goodwill and intangibles assets \n \n \n 41.4 \n \n \n 49.2 \n \n \n \n \n Right of use assets \n \n \n 2.8 \n \n \n 2.8 \n \n \n \n \n Other non-current assets \n \n \n 2.9 \n \n \n 2.5 \n \n \n \n \n Net working capital \n \n \n 10.6 \n \n \n 8.4 \n \n \n \n \n Lease liabilities \n \n \n (3.5) \n \n \n (4.4) \n \n \n \n \n Contingent consideration \n \n \n (2.7) \n \n \n (4.0) \n \n \n \n \n Other non-current liabilities \n \n \n (0.9) \n \n \n (1.0) \n \n \n \n \n Net bank debt \n \n \n (14.8) \n \n \n (11.9) \n \n \n \n \n Net Assets \n \n \n 35.8 \n \n \n 41.7 \n \n \n \n \n   \n   \n Net assets at 31 December 2024 were £35.8 million, a decrease of £5.9 million (14.1%) from 31 December 2023.  This is largely the result of the £4 million Goodwill impairment and the normal amortisation of intangible assets.  Together these more than offset the increase in working capital. \n   \n Working Capital \n   \n Working Capital increased to £10.6 million from £8.4 million at 31 December 2023.  Debtor days increased slightly from 69 to 73. \n   \n Adjusted Cash Conversion \n   \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n £m \n \n \n £m \n \n \n \n \n Cash generated from operations \n \n \n 5.5 \n \n \n 11.5 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Add back: \n \n \n   \n \n \n \n \n \n \n \n Cash outflow from discontinued operations \n \n \n - \n \n \n 0.6 \n \n \n \n \n Highlighted items: Cash items \n \n \n 3.1 \n \n \n 2.5 \n \n \n \n \n Adjusted cash from operations \n \n \n 8.6 \n \n \n 14.7 \n \n \n \n \n Adjusted operating profit/(loss) \n \n \n 7.9 \n \n \n 12.0 \n \n \n \n \n Cash flow conversion ratio (as % of adjusted operating profit) \n \n \n 108% \n \n \n 122% \n \n \n \n \n   \n   \n Adjusted cash from operations represents the cash flows from operations excluding the impact of Highlighted Items. The adjusted net cash inflow from operations during 2024 was £8.6 million (2023: £14.7 million) which represents a cash conversion ratio of 108% of adjusted operating profit. \n   \n   \n Equity \n During the year, the issued share capital increased by 0.1% to 140,572,122 shares (2023: 140,411,766) due to 160,356 shares issued following the exercise of share options. \n   \n Banking Facilities and Indebtedness \n The Group has just completed an amendment to its credit facility with Barclays and NatWest such that it has an additional £5 million of commitment, now a total of £35 million with no amortisation, through to maturity in April 2027.  Future period covenant tests have also been modified to give greater headroom.  The details are disclosed in note 19 in the notes to the consolidated financial statements. \n   \n The facility bears variable interest at Barclays Bank SONIA rate plus a margin ranging from 2.75 to 3.35 depending on the Group's net debt to EBITDA ratio. \n   \n The Group expects to pay some contingent consideration in H2 2025. The total amount accrued is based on management's expectations of the performance criteria. Settlement will be subject to agreement between the parties. \n   \n   \n Kayte Herrity \n Chief Financial Officer \n   \n   \n   \n   \n AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n Consolidated income statement \n for the year ended 31 December 2024 \n   \n \n \n \n \n \n \n \n \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n Re-presented 1 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n Highlighted \n \n \n   \n \n \n \n \n \n Highlighted \n \n \n \n \n \n \n \n \n \n \n \n \n \n Adjusted \n \n \n Items \n \n \n Statutory \n \n \n Adjusted \n \n \n Items \n \n \n Statutory \n \n \n \n \n \n \n \n \n \n \n results \n \n \n (note 3) \n \n \n results \n \n \n results \n \n \n (note 3) \n \n \n results \n \n \n \n \n \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Revenue \n \n \n 2 \n \n \n 76,764 \n \n \n - \n \n \n 76,764 \n \n \n 80,196 \n \n \n - \n \n \n 80,196 \n \n \n \n \n Project-related costs \n \n \n \n \n \n (7,312) \n \n \n - \n \n \n (7,312) \n \n \n (7,355) \n \n \n - \n \n \n (7,355) \n \n \n \n \n Net revenue \n \n \n \n \n \n 69,452 \n \n \n - \n \n \n 69,452 \n \n \n 72,841 \n \n \n - \n \n \n 72,841 \n \n \n \n \n Staff costs \n \n \n \n \n \n (49,080) \n \n \n (2,564) \n \n \n (51,644) \n \n \n (48,526) \n \n \n (1,800) \n \n \n (50,326) \n \n \n \n \n Impairment of goodwill and intangibles 1 \n \n \n 10 \n \n \n - \n \n \n (4,000) \n \n \n (4,000) \n \n \n - \n \n \n (2,863) \n \n \n (2,863) \n \n \n \n \n Other operating expenses \n \n \n \n \n \n (12,476) \n \n \n (2,253) \n \n \n (14,730) \n \n \n (12,300) \n \n \n (7,609) \n \n \n (19,909) \n \n \n \n \n Operating profit/(loss) \n \n \n 4 \n \n \n 7,896 \n \n \n (8,817) \n \n \n (921) \n \n \n 12,015 \n \n \n (12,272) \n \n \n (257) \n \n \n \n \n Finance income \n \n \n 6 \n \n \n 137 \n \n \n - \n \n \n 137 \n \n \n 85 \n \n \n - \n \n \n 85 \n \n \n \n \n Finance expenses \n \n \n 6 \n \n \n (2,145) \n \n \n - \n \n \n (2,145) \n \n \n (2,230) \n \n \n - \n \n \n (2,230) \n \n \n \n \n Foreign exchange \n \n \n \n \n \n 625 \n \n \n - \n \n \n 625 \n \n \n (164) \n \n \n - \n \n \n (164) \n \n \n \n \n Net finance costs \n \n \n \n \n \n (1,383) \n \n \n - \n \n \n (1,383) \n \n \n (2,309) \n \n \n - \n \n \n (2,309) \n \n \n \n \n Profit/(loss) before taxation \n \n \n \n \n \n 6,513 \n \n \n (8,817) \n \n \n (2,304) \n \n \n 9,706 \n \n \n (12,272) \n \n \n (2,566) \n \n \n \n \n Taxation (charge)/credit \n \n \n 7 \n \n \n (2,080) \n \n \n 762 \n \n \n (1,317) \n \n \n (2,582) \n \n \n 884 \n \n \n (1,698) \n \n \n \n \n Profit/(loss) for the period - continuing operations \n \n \n \n \n \n 4,433 \n \n \n (8,055) \n \n \n (3,622) \n \n \n 7,124 \n \n \n (11,388) \n \n \n (4,264) \n \n \n \n \n Net (loss)/profit from discontinued operations \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (28) \n \n \n 189 \n \n \n 161 \n \n \n \n \n Profit/(loss) for the period \n \n \n \n \n \n 4,433 \n \n \n (8,055) \n \n \n (3,622) \n \n \n 7,096 \n \n \n (11,199) \n \n \n (4,103) \n \n \n \n \n Attributable to: \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Equity holders of the parent \n \n \n \n \n \n 4,412 \n \n \n (8,055) \n \n \n (3,643) \n \n \n 7,045 \n \n \n (11,199) \n \n \n (4,154) \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n 21 \n \n \n - \n \n \n 21 \n \n \n 51 \n \n \n - \n \n \n 51 \n \n \n \n \n \n \n \n \n \n \n 4,433 \n \n \n (8,055) \n \n \n (3,622) \n \n \n 7,096 \n \n \n (11,199) \n \n \n (4,103) \n \n \n \n \n Earnings/(loss) per share - continuing operations \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Basic \n \n \n 9 \n \n \n 3.22p \n \n \n   \n \n \n (2.66)p \n \n \n 5.50p \n \n \n \n \n \n (3.36)p \n \n \n \n \n Diluted \n \n \n 9 \n \n \n 3.17p \n \n \n   \n \n \n (2.66)p \n \n \n 5.34p \n \n \n \n \n \n (3.36)p \n \n \n \n \n (Loss)/earnings per share - discontinued operations \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Basic \n \n \n 9 \n \n \n 0.00p \n \n \n   \n \n \n 0.00p \n \n \n (0.02)p \n \n \n \n \n \n 0.13p \n \n \n \n \n Diluted \n \n \n 9 \n \n \n 0.00p \n \n \n   \n \n \n 0.00p \n \n \n (0.02)p \n \n \n \n \n \n 0.13p \n \n \n \n \n 1.     The 2023 comparative results have been re-presented to reflect the impairment of goodwill and intangibles as a separate line item. \n   \n The notes are an integral part of these financial statements. \n   \n Consolidated statement of comprehensive income \n for the year ended 31 December 2024 \n   \n \n \n \n \n \n \n \n Year ended \n \n \n Year ended \n \n \n \n \n \n \n \n 31 December \n \n \n 31 December \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Profit/(Loss) for the year \n \n \n (3,622) \n \n \n (4,103) \n \n \n \n \n Other comprehensive (expense)/income: \n \n \n   \n \n \n \n \n \n \n \n Items that will not be reclassified subsequently to profit or loss \n \n \n   \n \n \n \n \n \n \n \n Exchange differences on translation of overseas subsidiaries \n \n \n (1,817) \n \n \n (750) \n \n \n \n \n Total other comprehensive (expense)/income for the year \n \n \n (1,817) \n \n \n (750) \n \n \n \n \n Total comprehensive expense for the year \n \n \n (5,438) \n \n \n (4,853) \n \n \n \n \n Attributable to: \n \n \n   \n \n \n \n \n \n \n \n Equity holders of the parent \n \n \n (5,459) \n \n \n (4,904) \n \n \n \n \n Non ‑ controlling interests \n \n \n 21 \n \n \n 51 \n \n \n \n \n \n \n \n (5,438) \n \n \n (4,853) \n \n \n \n \n The notes are an integral part of these financial statements. \n \n \n   \n Consolidated statement of financial position \n as at 31 December 2024 \n \n \n \n \n \n \n \n Note \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n 31 December \n \n \n 31 December \n \n \n \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Non ‑ current assets \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Goodwill \n \n \n 10 \n \n \n 35,301 \n \n \n 39,688 \n \n \n \n \n Other intangible assets \n \n \n 11 \n \n \n 6,119 \n \n \n 9,527 \n \n \n \n \n Property, plant and equipment \n \n \n 12 \n \n \n 1,058 \n \n \n 911 \n \n \n \n \n Right-of-use assets \n \n \n 13 \n \n \n 2,775 \n \n \n 2,756 \n \n \n \n \n Lease receivables \n \n \n 13 \n \n \n 171 \n \n \n 269 \n \n \n \n \n Deferred tax assets \n \n \n 21 \n \n \n 1,656 \n \n \n 1,274 \n \n \n \n \n Total non-current assets \n \n \n \n \n \n 47,081 \n \n \n 54,425 \n \n \n \n \n Current assets \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Trade and other receivables \n \n \n 15 \n \n \n 29,840 \n \n \n 29,761 \n \n \n \n \n Lease receivables \n \n \n 13 \n \n \n 104 \n \n \n 205 \n \n \n \n \n Corporation tax asset \n \n \n 7 \n \n \n 633 \n \n \n 723 \n \n \n \n \n Cash and cash equivalents \n \n \n 16 \n \n \n 9,143 \n \n \n 10,016 \n \n \n \n \n Total current assets \n \n \n \n \n \n 39,720 \n \n \n 40,705 \n \n \n \n \n Total assets \n \n \n \n \n \n 86,801 \n \n \n 95,130 \n \n \n \n \n Current liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 17 \n \n \n (6,939) \n \n \n (9,247) \n \n \n \n \n Accruals and contract liabilities \n \n \n 18 \n \n \n (11,282) \n \n \n (10,804) \n \n \n \n \n Financial liabilities \n \n \n 19 \n \n \n (2,767) \n \n \n - \n \n \n \n \n Current tax liabilities \n \n \n 7 \n \n \n (1,682) \n \n \n (1,774) \n \n \n \n \n Provisions \n \n \n 20 \n \n \n - \n \n \n (450) \n \n \n \n \n Lease liabilities \n \n \n 13 \n \n \n (1,010) \n \n \n (1,682) \n \n \n \n \n Total current liabilities \n \n \n \n \n \n (23,680) \n \n \n (23,957) \n \n \n \n \n Non-current liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Financial liabilities \n \n \n 19 \n \n \n (23,947) \n \n \n (25,871) \n \n \n \n \n Provisions \n \n \n 20 \n \n \n (244) \n \n \n (80) \n \n \n \n \n Lease liabilities \n \n \n 13 \n \n \n (2,521) \n \n \n (2,678) \n \n \n \n \n Deferred tax liability \n \n \n 21 \n \n \n (616) \n \n \n (882) \n \n \n \n \n Total non-current liabilities \n \n \n \n \n \n (27,327) \n \n \n (29,511) \n \n \n \n \n Total liabilities \n \n \n \n \n \n (51,007) \n \n \n (53,468) \n \n \n \n \n Total net assets \n \n \n \n \n \n 35,794  \n \n \n 41,662 \n \n \n \n \n Equity \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Ordinary shares \n \n \n 22 \n \n \n 35,143 \n \n \n 35,103 \n \n \n \n \n Share premium \n \n \n 23 \n \n \n 15,552 \n \n \n 15,552 \n \n \n \n \n Other reserves \n \n \n 23 \n \n \n 2,459 \n \n \n 4,074 \n \n \n \n \n Accumulated losses \n \n \n 23 \n \n \n (17,734) \n \n \n (13,420) \n \n \n \n \n Equity attributable to the owners of the parent \n \n \n \n \n \n 35,420 \n \n \n 41,309 \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n 374 \n \n \n 353 \n \n \n \n \n Total equity \n \n \n \n \n \n 35,794 \n \n \n 41,662 \n \n \n \n \n The notes are an integral part of these financial statements. \n The financial statements were approved and authorised for issue by the Board of Directors on 17 April 2025 and were signed on its behalf by: \n   \n Ruben Schreurs \n Group Chief Executive Officer \n Ebiquity plc. Registered No. 03967525 \n   \n   \n   \n \n Consolidated statement of changes in equity \n for the year ended 31 December 2024 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Equity \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Attributable \n \n \n Non ‑ \n \n \n \n \n \n \n \n \n \n \n \n \n \n Ordinary \n \n \n Share \n \n \n Other \n \n \n Retained \n \n \n to owners of \n \n \n controlling \n \n \n \n \n \n \n \n \n \n \n \n \n \n shares \n \n \n premium \n \n \n reserves 1 \n \n \n earnings \n \n \n the parent \n \n \n interests \n \n \n Total equity \n \n \n \n \n \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n 31 December 2022 \n \n \n \n \n \n 30,060 \n \n \n 10,863 \n \n \n 4,824 \n \n \n (9,787) \n \n \n 35,960 \n \n \n 302 \n \n \n 36,262 \n \n \n \n \n (Loss)/profit for the year 2023 \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (4,154) \n \n \n (4,154) \n \n \n 51 \n \n \n (4,103) \n \n \n \n \n Other comprehensive income \n \n \n \n \n \n - \n \n \n - \n \n \n (750) \n \n \n - \n \n \n (750) \n \n \n - \n \n \n (750) \n \n \n \n \n Total comprehensive income/(expense) for the year 2023 \n \n \n \n \n \n - \n \n \n - \n \n \n (750) \n \n \n (4,154) \n \n \n (4,904) \n \n \n 51 \n \n \n (4,853) \n \n \n \n \n Shares issued for cash \n \n \n 22 \n \n \n 4,983 \n \n \n 4,689 \n \n \n - \n \n \n (47) \n \n \n 9,625 \n \n \n - \n \n \n 9,625 \n \n \n \n \n Share options charge \n \n \n 3 \n \n \n 60 \n \n \n - \n \n \n - \n \n \n 568 \n \n \n 628 \n \n \n - \n \n \n 628 \n \n \n \n \n 31 December 2023 \n \n \n \n \n \n 35,103 \n \n \n 15,552 \n \n \n 4,074 \n \n \n (13,420) \n \n \n 41,309 \n \n \n 353 \n \n \n 41,662 \n \n \n \n \n (Loss)/profit for the year 2024 \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (3,643) \n \n \n (3,643) \n \n \n 21 \n \n \n (3,622) \n \n \n \n \n Other comprehensive expense \n \n \n \n \n \n - \n \n \n - \n \n \n (1,817) \n \n \n - \n \n \n (1,817) \n \n \n - \n \n \n (1,817) \n \n \n \n \n Total comprehensive (expense)/income for the year 2024 \n \n \n \n \n \n - \n \n \n - \n \n \n (1,817) \n \n \n (3,643) \n \n \n (5,459) \n \n \n 21 \n \n \n (5,438) \n \n \n \n \n Shares issued for cash \n \n \n 22 \n \n \n 40 \n \n \n - \n \n \n - \n \n \n (32) \n \n \n 8 \n \n \n - \n \n \n 8 \n \n \n \n \n Share options (credit)/charge \n \n \n 3 \n \n \n - \n \n \n - \n \n \n - \n \n \n (437) \n \n \n (437) \n \n \n - \n \n \n (437) \n \n \n \n \n Share options exercised and issued out of EBT \n \n \n 23 \n \n \n - \n \n \n - \n \n \n 201 \n \n \n (201) \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n 31 December 2024 \n \n \n \n \n \n 35,143 \n \n \n 15,552 \n \n \n 2,459 \n \n \n (17,734) \n \n \n 35,420 \n \n \n 374 \n \n \n 35,794 \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n 1.     Includes a credit of £3,667,000 (31 December 2023: £3,667,000) in the merger reserve, a gain of £68,000 (31 December 2023: £1,885,000) recognised in the translation reserve, partially offset by a debit balance of £1,277,000 (31 December 2023: £1,478,000) in the ESOP reserve. Refer to note 23 for further details. \n   \n The notes are an integral part of these financial statements. \n   \n Consolidated statement of cash flows \n for the year ended 31 December 2024 \n   \n \n \n \n \n \n \n \n \n \n \n   \n 31 December \n \n \n   \n 31 December \n \n \n \n \n \n \n \n \n \n \n 2024 \n \n \n 2023 \n \n \n \n \n \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Cash flows from operating activities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Cash generated from operations \n \n \n 27 \n \n \n 5,484 \n \n \n 11,525 \n \n \n \n \n Post date remuneration paid \n \n \n \n \n \n - \n \n \n (6,448) \n \n \n \n \n Finance expenses paid \n \n \n \n \n \n (1,955) \n \n \n (1,765) \n \n \n \n \n Finance income received \n \n \n \n \n \n 104 \n \n \n 61 \n \n \n \n \n Income taxes paid \n \n \n \n \n \n (1,905) \n \n \n (1,621) \n \n \n \n \n Net cash generated by operating activities \n \n \n \n \n \n 1,728 \n \n \n 1,752 \n \n \n \n \n Cash flows from investing activities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Acquisition of subsidiaries, net of cash acquired \n \n \n \n \n \n - \n \n \n 21 \n \n \n \n \n Disposal of subsidiaries \n \n \n 28 \n \n \n - \n \n \n 353 \n \n \n \n \n Purchase of property, plant and equipment \n \n \n 12 \n \n \n (796) \n \n \n (355) \n \n \n \n \n Purchase of intangible assets \n \n \n 11 \n \n \n (1,201) \n \n \n (1,591) \n \n \n \n \n Net cash used in investing activities \n \n \n \n \n \n (1,997) \n \n \n (1,572) \n \n \n \n \n Cash flows from financing activities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Proceeds from issue of share capital (net of issue costs) \n \n \n \n \n \n 6 \n \n \n 13 \n \n \n \n \n Proceeds from bank borrowings \n \n \n 19 \n \n \n 2,000 \n \n \n 5,000 \n \n \n \n \n Repayment of bank borrowings \n \n \n 19 \n \n \n - \n \n \n (4,500) \n \n \n \n \n Bank loan fees paid \n \n \n 19 \n \n \n (150) \n \n \n - \n \n \n \n \n Repayment of lease liabilities \n \n \n 13 \n \n \n (1,811) \n \n \n (2,529) \n \n \n \n \n Payment of dilapidations provision \n \n \n 20 \n \n \n (336) \n \n \n - \n \n \n \n \n Net cash flow (used in)/generated by financing activities \n \n \n \n \n \n (291) \n \n \n (2,016) \n \n \n \n \n Net decrease in cash, cash equivalents and bank overdrafts \n \n \n \n \n \n (560) \n \n \n (1,836) \n \n \n \n \n Cash, cash equivalents and bank overdraft at beginning of year \n \n \n 16 \n \n \n 10,016 \n \n \n 12,360 \n \n \n \n \n Effects of exchange rate changes on cash and cash equivalents \n \n \n \n \n \n (313) \n \n \n (508) \n \n \n \n \n Group cash and cash equivalents at the end of the year \n \n \n 16 \n \n \n 9,143 \n \n \n 10,016 \n \n \n \n \n   \n The notes are an integral part of these financial statements. \n \n \n   \n Notes to the consolidated financial statements \n for the year ended 31 December 2024 \n   \n 1. Accounting policies \n General information \n Ebiquity plc (the 'Company') and its subsidiaries (together, the 'Group') exists to help brands optimise return on investment from their marketing spend, working with many of the world's leading advertisers to improve marketing outcomes and enhance business performance. The Group has 22 offices located in 18 countries across Europe, Asia Pacific and North America. \n   \n The Company is a public limited company, which is listed on the London Stock Exchange's AIM and is limited by shares. The Company is incorporated and domiciled in the UK. The address of its registered office is Chapter House, 16 Brunswick Place, London N1 6DZ. \n   \n Basis of preparation \n The consolidated financial statements 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. \n   \n Alternative Performance Measures ('APMs') \n 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 useful 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 calculation are set out below . \n   \n Highlighted Items \n Highlighted Items comprise charges and credits which are highlighted in the consolidated income statement as separate disclosure is considered by the Directors to be relevant in understanding the adjusted performance of the business. These may be income or cost items. Further details are included in note 3. \n   \n Non ‑ cash Highlighted Items, which do not represent cash transactions in the year, include share option charges, amortisation of purchased intangibles, adjustments to the estimates of contingent consideration on acquired entities, movements in tax and onerous lease provisions. Other items include the costs associated with potential acquisitions (where formal discussion is undertaken), asset impairment charges, restructuring costs and costs associated with transformation and integration. \n   \n Going concern \n The financial statements have been prepared on a going concern basis. The Group meets its day-to-day working capital requirements through its cash reserves and borrowings, described in note [19] to the financial statements. As at 31 December 2024, the Group had cash balances of £9,143,000 (including restricted cash of £816,000) and undrawn bank facilities available of £6,000,000 and within its banking covenants. \n   \n Since the year end, this facility has been extended under an agreement dated 31 March 2025. The facility will provide a total available of £35 million for a period of two years to 24 April 2027. The quarterly covenants to be applied from March 2025 onwards will be: interest cover >3; and one net leverage covenant being the adjusted contingent consideration leverage which will range from 2.6x to 4.3x for the 2025 and 2026 financial years and be fixed at 2.5 from 1 January 2027. Details of the facility terms and covenants applying are set out in note 19. \n   \n 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 for the next 12 months that includes a base case and various scenarios that form severe but plausible downside cases. For the purposes of this model, the terms of the new facility, including its covenant tests, have been applied with effect from the quarter ending 31 March 2025. \n   \n The base case assumes growth in revenue and EBITDA based on the Group's budget for the year ended 31 December 2025 and management projections for the year ended 31 December 2026. The severe downside case assumes a downside adjustment to revenue of 10% for a period of 6 months with no reduction in operating costs. In this scenario the projected net leverage covenant is almost at the level of the covenant test in Q1 of FY2026, however the Group would have 6-9 months' forewarning of the downside leading to that result and take tactical mitigations which has not been assumed in this severe downside case. Under this, management is satisfied of covenant compliance through the going concern period. \n   \n The Directors consider that the Group and Company will have sufficient liquidity within existing bank facilities, totalling £35 million, to meet their obligations during the next 12 months and hence consider it appropriate to prepare the financial statements on a going concern basis. \n   \n Russian operation \n Following the Russian invasion of Ukraine, the Group has been reviewing the future of its subsidiary in Russia (Ebiquity Russia OOO) and has been in negotiations with a view to divesting its 75.01% shareholding in it. The transaction requires approval from both the Ministry of Digital Development and the Ministry of Finance in Russia and an exit tax is payable. As at 31 December 2024 there is still no clear indication of the timeline for approval by both local ministries. The Group is also considering its options and seeking legal advice. The subsidiary remains part of the Group for these financial statements and given the uncertainty regarding this operation the assets were first impaired in FY2022 and then fully impaired in the Group balance sheet for the year ended 31 December 2023. Its cash balances are also deemed to be restricted cash. Details are provided in notes 3 and 16. \n   \n The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss. \n   \n The consolidated financial statements are presented in pounds sterling and rounded to the nearest thousand. \n   \n The principal accounting policies adopted in these consolidated financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. \n   \n Basis of consolidation \n The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity to obtain benefits from its activities. The results of each subsidiary are included from the date that control is transferred to the Group until the date that control ceases. \n   \n Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. All intra ‑ group transactions, balances, income and expenses are eliminated on consolidation. \n   \n Non ‑ controlling interests represent the portion of the results and net assets in subsidiaries that is not held by the Group. \n   \n Business combinations and goodwill \n The Group applies the acquisition method to account for business combinations. The cost of the acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities are recognised initially at their fair value at the acquisition date. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair value of net identifiable assets acquired and liabilities assumed. The determination of the fair values of acquired assets and liabilities is based on judgement, and the Directors have 12 months from the date of the business combination to finalise the allocation of the purchase price. \n   \n Goodwill is allocated to each of the Group's cash generating units expected to benefit from the synergies of the combination. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment at least annually or whenever there is evidence that it may be required. Any impairment is recognised immediately in the income statement and is not subsequently reversed. \n   \n Goodwill arising on the acquisition of the Group's interest in an associate, being the excess of the cost of acquisition over the Group's share of the fair values of the identifiable net assets of the associate, is included within the carrying amount of the investment. The non ‑ controlling shareholders' interest in the acquiree is initially measured at the non ‑ controlling interest's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. \n   \n Where transactions with non ‑ controlling parties do not result in a change in control, the difference between the fair value of the consideration paid or received and the amount by which the non ‑ controlling interest is adjusted, is recognised in equity. \n   \n Where the consideration for the acquisition includes a contingent consideration arrangement, this is measured at fair value at the acquisition date. Any subsequent changes to the fair value of the contingent consideration are adjusted against the cost of the acquisition if they occur within the measurement period and only if the changes relate to conditions existing at the acquisition date. Any subsequent changes to the fair value of the contingent consideration after the measurement period are recognised in the income statement within other operating expenses as a Highlighted Item. The carrying value of contingent consideration at the statement of financial position date represents management's best estimate of the future payment at that date, based on historical results and future forecasts. \n   \n All costs directly attributable to the business combination are expensed as incurred and recorded in the income statement within Highlighted Items. \n   \n Revenue recognition \n Revenue is recognised in accordance with IFRS 15 'Revenue from Contracts with Customers'. Net revenue is the revenue after deducting external production costs as shown in the income statement. \n   \n Revenue from providing services is recognised in the accounting period in which the services are rendered. The revenue and profits recognised in the period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (thus a 'point in time' recognition) or over the period during which control of the performance obligation is transferred to the customer. \n   \n For fixed-price contracts, which represent most cases, revenue is recognised based on the actual service provided during the reporting period, calculated as an appropriate proportion of the total services to be provided under the contract. This reflects the fact that the customer receives and uses the benefits of the service simultaneously. The output method is used to measure progress of performance obligations depending on the nature of the specific contract and project arrangements. Where appropriate, revenue may be recognised evenly in line with the value delivered to the client, based on assignment of amounts to the project milestones set out in the contract. \n   \n Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management. \n   \n In the case of fixed-price contracts, the customer is billed for the fixed amounts based on a billing schedule agreed as part of the contract. \n   \n Deferred and accrued income \n The Group's customer contracts include a diverse range of payment schedules which are often agreed at the inception of the contracts under which it receives payments throughout the term of the arrangement. Payments for goods and services transferred at a point in time may be at the delivery date, in arrears or part payment in advance. \n   \n Where payments made to date are greater than the revenue recognised up to the reporting date, the Group recognises a deferred income 'contract liability' for this difference. Where payments made are less than the revenue recognised up to the reporting date, the Group recognises an accrued income 'contract asset' for this difference. \n   \n Project-related costs \n Project-related costs comprise fees payable to external sub-contractors ('partners') who may undertake services in markets where the Group does not have its own operations; costs of third-party data (e.g. audience measurement data) used in projects; and other out ‑ of ‑ pocket expenses (e.g. billable travel) directly incurred in performance of services. \n   \n Staff costs \n Staff costs comprise salaries payable to staff, employer social taxes, healthcare, pension and other benefits, holiday pay, variable bonus expense and freelancer costs. \n   \n Other operating expenses \n Other operating expenses comprise all other costs incurred in operating the business, including sales and marketing, property, IT, non-client travel, audit, legal and professional, staff recruitment and training, depreciation and amortisation. \n   \n Finance income and expenses \n Finance income and expense represents interest receivable and payable. Finance income and expense is recognised on an accruals basis, based on the interest rate applicable to each bank or loan account. \n   \n Foreign currencies \n For the purposes of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements. \n   \n In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of transactions. At each year end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the year end date. \n   \n When preparing consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the year end date. Income and expense items are translated at the average exchange rate for the period, which approximates to the rate applicable at the dates of the transactions. \n   \n The exchange differences arising from the retranslation of the year end amounts of foreign subsidiaries and the difference on translation of the results of those subsidiaries into the presentational currency of the Group are recognised in the translation reserve. All other exchange differences are dealt with through the consolidated income statement. \n   \n Taxation \n The tax expense included in the consolidated income statement comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted by the year end date. \n   \n The Group is subject to corporate taxes in several different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable. Where the outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the year in which the final determination is made. \n   \n Tax is recognised in the consolidated income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity. \n   \n Using the liability method, deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, except for differences arising on: \n   \n ·   the initial recognition of goodwill; \n ·   the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit; and \n ·   investments in subsidiaries and jointly controlled entities where the Group can control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. \n   \n Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The recognition of deferred tax assets is reviewed at each year end date. \n   \n The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the year end date and are expected to apply when the deferred tax liabilities/assets are settled/recovered. \n   \n Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: \n   \n ·   the same taxable Group company; or \n ·   different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. \n   \n Property, plant and equipment \n Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss. \n   \n Depreciation is charged to write off the cost of assets over their estimated useful economic lives. The rates applied are as follows: \n   \n \n \n \n \n Motor vehicles \n \n \n Eight years straight line \n \n \n \n \n Fixtures, fittings and equipment \n \n \n Three to nine years straight line \n \n \n \n \n Computer equipment \n \n \n Two to four years straight line \n \n \n \n \n Right-of-use assets - leasehold improvements \n \n \n Period of the lease \n \n \n \n \n   \n Other intangible assets \n Internally generated intangible assets - capitalised development costs \n Internally generated intangible assets relate to bespoke computer software and technology developed by the Group's internal software development team. \n   \n An internally generated intangible asset arising from the Group's development expenditure is recognised only if all the following conditions are met: \n   \n ·   it is technically feasible to develop the asset so that it will be available for use or sale; \n ·   adequate resources are available to complete the development and to use or sell the asset; \n ·   there is an intention to complete the asset for use or sale; \n ·   the Group is able to use or sell the intangible asset; \n ·   it is probable that the asset created will generate future economic benefits; and \n ·   the development cost of the asset can be measured reliably. \n   \n Internally generated intangible assets are amortised on a straight-line basis over their useful lives. Amortisation commences when the asset is available for use and useful lives range from two to five years. The amortisation expense is included within other operating expenses. Where an internally generated intangible asset cannot be recognised, development expenditure is recognised as an expense in the period in which it is incurred. \n   \n Purchased intangible assets \n Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives, which vary from three to ten years. The amortisation expense is included as a Highlighted Item in the income statement. \n   \n Intangible assets recognised on business combinations are recorded at fair value at the acquisition date using appropriate valuation techniques where they are separable from the acquired entity or give rise to other contractual/legal rights. The significant intangibles recognised by the Group include customer relationships, intellectual property, brand names and software. \n   \n Computer software \n Purchased computer software intangible assets are amortised on a straight-line basis over their useful lives, which vary from three to five years. \n   \n Impairment \n Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. \n   \n For impairment testing, goodwill is grouped at the lowest levels for which there are separately identifiable cash flows, known as cash generating units. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro ‑ rata based on the carrying amount of each asset in the unit. \n   \n Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such condition exists, the recoverable amount of the asset is estimated to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, estimates are made of the cash flows of the cash generating unit to which the asset belongs. \n   \n Recoverable amount is the higher of fair value, less costs to sell, and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre ‑ tax discount rate appropriate to the specific asset or cash generating unit. \n   \n If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying value of the asset or cash generating unit is reduced to its recoverable amount. Impairment losses are recognised in Highlighted Items in the income statement. \n   \n In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. \n   \n Leases \n The Group has various lease arrangements for buildings, cars and IT equipment and licences. Lease terms are negotiated on an individual basis locally. This results in a wide range of different terms and conditions. At the inception of a lease contract, the Group assesses whether the contract conveys the right to control the use of an identified asset for a certain period in exchange for a consideration, in which case it is identified as a lease. The Group then recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. Lease related assets and liabilities are measured on a present value basis. Lease related assets and liabilities are subjected to remeasurement when either terms are modified, or lease assumptions have changed. Such an event results in the lease liability being remeasured to reflect the measurement of the present value of the remaining lease payments, discounted using the discount rate at the time of the change. The lease assets are adjusted to reflect the change in the remeasured liabilities. \n   \n Right-of-use assets \n Right-of-use assets include the net present value of the following components: \n   \n ·   the initial measurement of the lease liability; \n ·   lease payments made before the commencement date of the lease; \n ·   initial direct costs; and \n ·   costs to restore. \n   \n The right-of-use assets are reduced for lease incentives relating to the lease. The right ‑ of ‑ use assets are depreciated on a straight-line basis over the duration of the contract. If the lease contract becomes onerous, the right-of-use asset is impaired for the part which has become onerous. \n   \n Lease liabilities \n Lease liabilities include the net present value of the following components: \n   \n ·   fixed payments excluding lease incentive receivables; \n ·   future contractually agreed fixed increases; and \n ·   payments related to renewals or early termination, in case options to renew or for early termination are reasonably certain to be exercised. \n   \n The lease payments are discounted using the interest rate implicit in the lease. If such rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value, in a similar economic environment, with similar terms and conditions. The discount rate that is used to calculate the present value reflects the interest rate applicable to the lease at inception of the contract. Lease contracts entered into in a currency different to the local functional currency are subjected to periodic foreign currency revaluations which are recognised in the income statement in net finance costs. \n   \n The lease liabilities are subsequently increased by the interest costs on the lease liabilities and decreased by lease payments made. \n   \n Where a lease is not captured by IFRS 16 'Leases', the total rentals payable under the lease are charged to the income statement on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis. The land and buildings elements of property leases are considered separately for the purposes of lease classification. \n   \n Subleases \n The Group acts as a lessor where premises have been sublet to an external third party. Accordingly, the right-of-use asset has been derecognised and instead a lease receivable recognised determined with reference to the net present value of the future lease payments receivable from the tenant. Finance income is then recognised over the lease term. \n   \n Onerous leases \n When an office space is considered surplus to requirements it is vacated and marketed, an onerous lease provision is recognised to reflect the impairment of the right-of-use asset for the remaining period of the lease. Charges or credits relating to the provision are treated as Highlighted Items. Details of onerous lease provisions established in the year are given in note 3. \n   \n Cash and cash equivalents \n Cash and cash equivalents comprise cash in hand and short-term deposits. Cash and cash equivalents and bank overdrafts are offset when there is a legally enforceable right to offset. Restricted cash is included in cash and cash equivalent but identified separately. Where cash balances are not available for general use by the Group, for example due to legal restrictions, they are identified and disclosed as restricted cash. \n   \n Financial instruments \n Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. \n   \n For financial instruments measured at amortised cost (that is, financial instruments classified as amortised cost and debt financial assets classified as FVOCI), changes to the basis for determining the contractual cash flows required by interest rate benchmark reform are reflected by adjusting their effective interest rate. No immediate gain or loss is recognised. A similar practical expedient exists for lease liabilities. \n   \n Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as \n appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. \n   \n Financial assets \n Financial assets arise principally through the provision of goods and services to customers (trade receivables) but also incorporate other types of contractual monetary assets. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. \n   \n Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within other operating expenses. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. \n   \n Financial liabilities \n Borrowings, consisting of interest ‑ bearing secured and unsecured loans and overdrafts, are initially recognised at fair value net of directly attributable transaction costs incurred and subsequently measured at amortised cost using the effective interest method. The difference between the proceeds received net of transaction costs and the redemption amount is amortised over the period of the borrowings to which they relate. The revolving credit facility is considered to be a long-term loan. \n   \n Trade and other payables are initially recognised at their nominal value, which is usually the original invoiced amount. \n   \n Share capital \n Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct issuance costs. \n   \n Employee Benefit Trust ('EBT') \n As the Company is deemed to have control of its EBT, these are treated as a subsidiary and consolidated for the purposes of the Group financial statements. The EBTs' assets (other than investments in the Company's shares), liabilities, income and expenses are included on a line ‑ by ‑ line basis in the Group financial statements. The EBTs' investment in the Company's shares is deducted from shareholders' equity in the Group statement of financial position as if they were treasury shares. \n   \n Share ‑ based payments \n Where equity ‑ settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period with a corresponding increase recognised in retained earnings. Fair value is measured using an appropriate valuation model. Nonmarket vesting conditions are taken into account by adjusting the number of equity investments expected to vest at each year end date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. The cumulative expense is not adjusted for failure to achieve a market vesting condition. \n   \n Where there are modifications to share ‑ based payments that are beneficial to the employee, as well as continuing to recognise the original share ‑ based payment charge, the incremental fair value of the modified share options as identified at the date of the modification is also charged to the income statement over the remaining vesting period. \n   \n The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. \n   \n The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity financial statements. \n   \n Provisions \n Provisions, including provisions for onerous lease costs, are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle that obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses. \n   \n Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the year-end date. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre ‑ tax rate, which reflects current market assessments of the time value of money and, where appropriate, the risks specific to the obligations. \n   \n Retirement benefits \n For defined contribution pension schemes, the Group pays contributions to privately administered pension plans on a voluntary basis. The Group has no further payment obligations once the contributions have been paid. Contributions are charged to the income statement in the year to which they relate. \n   \n Dividend distribution \n Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders. \n   \n Critical accounting judgements and key sources of estimation uncertainty \n The preparation of the consolidated financial statements in conformity with UK adopted international accounting standards requires the Directors' to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these consolidated financial statements. \n   \n 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. \n   \n Significant items subject to such estimates and judgements include, but are not limited to: \n   \n Critical accounting judgements \n   \n Revenue recognition \n Revenue from the provision of contracts is recognised as a performance obligation satisfied over time. Revenue is recognised based on stage of completion of the contract. Determination of the stage of completion requires the use of judgement for the revenue recognised for every open contract incurred up to the balance sheet date. \n   \n Deferred tax assets on losses \n The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the worldwide provision for such taxes. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will affect the current and deferred tax assets and liabilities in the period in which such determination is made. \n   \n Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. In determining whether a deferred tax asset should be recognised Directors must make an assessment of the probability that the tax losses will be utilised and a deferred tax asset is only recognised if it is considered probable that the tax losses will be utilised, Director's judgement is required to assess the future performance of the business. \n   \n Projections have been prepared for 2025-2027 based upon management's plans and market expectations to support the deferred tax assets recognised. See note 21 for details. \n   \n Key sources of estimation uncertainty \n   \n Contingent consideration \n Contingent consideration relating to acquisitions has been included based on management estimates of the most likely outcome. Changes in the estimates of contingent consideration payable are recognised in the income statement as a Highlighted Item. These require judgements around revenue and profit forecasts and discount rates. Estimations are also included for other uncertainties deriving from the purchase agreements, which are subject to final negotiations which ultimately determine the future payments. These estimations, if incorrect, could result in a material adjustment to the value of these liabilities within the next financial year. At 31 December 2024, the estimate of the contingent consideration was £2.7million (see note 19 for further details). Management has determined that a reasonable possible range of outcomes within the next financial year is £1.2million to £2.7million. \n   \n Carrying value of goodwill and other intangible assets \n Impairment testing requires management to estimate the value in use of the cash generating units to which goodwill and other intangible assets have been allocated. The value in use calculation requires estimation of future cash flows expected to arise from the cash generating unit and the application of a suitable discount rate to calculate present value. The sensitivity around the selection of assumptions, including growth forecasts and the pre ‑ tax discount rate used in management's cash flow projections, could significantly affect the Group's impairment evaluation and therefore the Group's reported assets and results. \n   \n Further details, including a sensitivity analysis, are included in note 10 . \n   \n Adoption of new standards and interpretations \n The Group has applied the following standards and amendments for the first time for the annual reporting period commencing 1 January 2024: \n   \n ·   Non-current Liabilities with Covenants - Amendments to IAS 1 and Classification of Liabilities as Current or Non-current - Amendments to IAS 1, effective on or after 1 January 2024 \n ·   Lease Liability in a Sale and Leaseback - Amendments to IFRS 16, effective on or after 1 January 2024 \n ·   Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7, effective on or after 1 January 2024 \n ·   IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information, and I...

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