ANNUAL RESULTS
For the year ended December 2024
04
Strategic Report
04
Group at a Glance
34
Non-Executive Chair's statement
36
Interim Chief Executive's review
40
Chief Financial Officer's review
48
Aims and Ambition
49
Principal Risks and Uncertainties
50
Stakeholder Engagement
52
Corporate Governance
52
The Board
54
Directors’ Report
59
Corporate Governance Report
64
Financial Statements
64
Independent Auditor's Report
70
Consolidated Financial Statements & Notes
111
Independent Auditor's Report: Company
114
Company Financial Statements & Notes
126
Additional Information
126
Notice of Annual General Meeting
131
Company Information & Advisors
Annual report for the year ended December 2024
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We’re not alternative for its own sake.
We just believe we’ve found a better way to help brands thrive.
By collaborating because it does good not because it looks good.
By being close to our Clients not the right address.
By giving our Agencies freedom not instructions.
By listening before we talk.
By creating and sharing innovation, not as a means to impress,
but for the benefit of brands.
And, by treating every Client like our first.
Our approach has helped us become the kind of long term creative
partner that consistently delivers real growth, and we’re delighted
to say that our Clients seem happy to have us around.
The Alternative Group
For Ambitious Brands
Annual report for the year ended December 2024
3
Strategic Report
Group at a glance
MISSION locations
Canada
Hong Kong
India
Malaysia
Saudi Arabia
Singapore
UK
USA
Vietnam
Argentina
Australia
Brazil
Canada
Chile
China
Columbia
France
Germany
Guatemala
India
Indonesia
Italy
Japan
Malaysia
Mexico
Morocco
Nepal
Norway
Peru
Republic of Ireland
Saudi Arabia
Singapore
South Africa
Spain
Sweden
Thailand
UAE
UK
USA
MISSION HUBS locations
A collective of Agencies that cover all touchpoints and
disciplines supported by centrally developed capabilities and
incremental services to widen and deepen Client relationships.
17
Agencies
24
locations
3
Continents
952
people
MISSION is a collective of Creative and MarTech Agencies
led by entrepreneurs who encourage an independent spirit.
Employing over 900 people across 24 locations and 3 continents,
the Group successfully combines its diverse expertise to produce
Work That CountsTM for our Clients, whatever their ambitions.
Creating real standout, sharing real innovation and delivering
real growth for some of the world’s biggest brands.
Too much work disappears. This isn’t a big secret, but it does seem
careless. Our approach is different. Everything we do is designed
to get to work that makes the difference Clients are looking for,
whatever their ambition. We call it Work That Counts™.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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5
Our Agencies pride themselves on building strong, productive partnerships with Clients.
That’s why so many brands have stayed with them for years – or even decades. As well as
strong track records in retention, we’re also welcoming exciting new Clients. Across the year,
our Agency acquisitions brought in some well-known and loved household names.
Building lasting relationships
56%+
5 years or more
29%
10 years or more
19%
20 years or more
Client retention
Proportion of revenue earned from long-standing Clients.
Annual report for the year ended December 2024
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Annual report for the year ended December 2024
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TO be the preferred creative partner for real business growth BY delivering Work that CountsTM
The MISSION
Our Agencies are home to a rich and varied mix of talented thinkers and doers.
All highly skilled in delivering hugely successful campaigns across every platform.
Our Agencies
BUSINESS &
CORPORATE
CONSUMER
& LIFESTYLE
SPORTS &
ENTERTAINMENT
HEALTH
& WELLNESS
PROPERTY
MISSION COMMERCIAL
An integrated Growth Media
Agency – Turbine uses media
to power your growth.
The UK’s leading integrated
property marketing Agency.
Award-winning integrated creative
Agency in two locations. We make
believers of your brand.
Creating effective promotions
and new revenue streams
through brand partnerships.
An ambitious, creative and
commercially-minded PR Agency.
An innovative specialist medical
communications Agency.
Providing market access support
to pharma and medical brands.
Customer relationships built
on psychological insight.
A psychological insights and
behavioural solutions consultancy.
A brand-building pioneer, operating
from Devon, Bristol and Asia.
Has been the home of brand
experience for over 50 years.
A leading integrated sports,
fitness and entertainment
marketing Agency.
Mezzo Labs are the data plumbers
of martech. We create the data
architecture that underpins
personalised customer experience.
A creative business that works
hand in hand with brands and
the next generation to build the
future better.
A global commercial,
communications and
content Agency specialising
in Formula 1 and leading
high-performance sports.
A full service powerhouse with
five UK offices.
Helping brands in Mobility to
effectively inspire moments
amongst their target audiences.
Annual report for the year ended December 2024
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Annual report for the year ended December 2024
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Our success as a Group is measured by our financial
growth but this is just one element of the equation.
The difference we make to our people and future
generations, the communities we work and live within
and the environment that we have a responsibility
to protect – is of equal importance.
We also have a responsibility to consider not just how we
operate but also to share ESG insight and best practice
across our Clients to move the brands and businesses we
work with forward. Reaching millions of people through
our 600 plus international Client base, that’s a lot of
chances to make a big difference every day.
Environment
As a collective of creative Agencies, providing a range of
marketing, advertising and consultative services, our direct
and indirect impact on the environment is low. But we can
always do better. We aim to reduce our environmental
impact in the resources and energy we use, how and when
we travel, the suppliers we select and how we work within
the healthy operating models we create.
Our People are a key part of our environmental journey
driving behaviour change in our Agencies to reduce carbon
impact, whether through reducing waste and energy
consumption, travelling more responsibly, educating our
Clients or selecting suppliers aligned to our ambitions.
We have been measuring greenhouse gas (GHG) emissions
since 2019 (selected baseline year to address anomaly
pandemic year of 2020) in order to understand our
footprint, prioritise areas of focus and take action to
reduce our impact.
Ultimately, our aim is to achieve sustainable profitability
while making a positive impact on the world.
Our goals
• Reduce emissions by 44% for 2029
across Scope 1, 2 and 3 in line with
Science-Based Targets1 and achieve
long-term net zero2 emissions by 2050
• Align our business model with the 1.5°
future required to prevent the worst
effects of the climate crisis
• Build Environmental Management
Systems and action plans across our
Agencies to address carbon emission
hotspots and drive emission reduction
• Work towards ISO 14001 certification
for Agencies in key MISSION locations
by 2026
• Meaningfully contribute to a sustainable
economic business model where business
and climate-related decisions are interwoven,
and where people and planet can thrive
1 Science Based Targets are a set of goals developed by a business
to provide it with a clear route to reduce greenhouse gas emissions.
An emissions reduction target is defined as ‘science based’ if it is
developed in line with the scale of reductions required to keep
global warming below 1.5’C from pre-industrial levels.
2 MISSION has chosen to align our goals by reaching real, scientific
net-zero. This will see us focus our efforts on real emissions
reductions with only a very limited amount (5-10%) of residual
emissions removed via high quality carbon removal programmes.
Making a positive change
In our ambition to become the UK’s leading, most respected Agency Group, we need to
do just that – lead. This is never truer than when it comes to our corporate, social and
environmental responsibility.
Carbon Transition Plan
To reach these goals we have developed a Carbon
Transition Plan (CTP) – an action plan which
clearly outlines how we will transform existing
assets, operations, and business models to transition
towards achieving net-zero by 2050. In preparing
this plan, we have followed guidance and frameworks
from the Carbon Disclosure Project (CDP) and
International Sustainability Standards Board (ISSB)
two standards – IFRS S1 and IFRS S2.
Covering our management approach, climate risks
& opportunities, governance, GHG profile and how
we will specifically address Scope 1, 2 and 3 emissions,
the CTP will be reviewed annually to ensure we are
assessing not just our progress against our net-zero
target but committed action for change.
2024 emissions
2024 has seen a 19% increase in total emissions
from 2023 (2,906 to 3,451t CO2e) due to enhanced
carbon reporting and increases in air travel and
commuting. Despite this increase, we have delivered
a 29% overall decrease in Group emissions compared
to pre pandemic levels in 2019.
In 2024, Scope 1 emissions from owned or controlled
sources, such as heating, fuel for transport and air
conditioning, decreased by 2% due primarily to a
drop in fuel purchased. Where we have seen increases
(36% on 2023) was in Scope 2 which covers indirect
emissions from generation of purchased electricity.
There has been a 25% rise in electricity use across the
Group primarily due to increased office presence plus
EV travel data which was included for the first time in
our carbon reporting and captured under Scope 2.
The majority of our emissions for the year sit in Scope 3
(2,611t CO2e) which covers our primary value chain –
water, waste, work from home emissions, commuting,
business travel and purchased goods & services.
We have seen a 31% increase in air travel and a 49%
increase in employee car commuting. This rise was
primarily down to better reporting capability and
accuracy due to full year usage of our new carbon
reporting tool which was introduced mid-year in 2023.
The tool ensures that travel expenses no longer pass
through across the Group without appropriate data
collation eradicating the need for carbon impact estimates
based on spend. Positively, we have seen decreases
in rail travel (-66%) and road business travel (-26%).
Under Scope 3, we have also seen a decrease in
waste-related emissions (-68%) with an increased
focus across the Group on waste reduction and
efficiencies in material usage.
Annual report for the year ended December 2024
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Annual report for the year ended December 2024
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Giving people a voice
A key part of our inclusion culture is giving people a voice.
And in our annual Employee Engagement Survey we
got a good idea of how people felt. We’re proud that 80%
of our people feel we have a respectful and supportive
environment; 84% feel they can be their authentic self;
77% of employees believe our commitment to creating
an inclusive environment is genuine and 75% of employees
felt they belong at the company.
Supporting local communities
With 24 locations and 900+ people across the globe
it’s important to our team and to us that we connect
and support our local communities. We are committed
to helping them thrive, boosting the key foundation
stones that make them healthy – arts, education,
conservation, health & wellbeing.
Throughout 2024, we continued to open our doors to
local schools, colleges, and universities. This connection
through open days, work experience, paid internships
and mentoring is vital in supporting the next generation
and creating accessible pathways to opportunities
within our industry.
Our impact is also felt through partnerships, support,
volunteering and pro bono work with a wide range of
local charity and community groups from RNLI and
Macmillan Cancer Support to North Devon Hospice.
Governance
We believe that corporate governance is not the poor
cousin of the ESG triplet but an integral part of the Group.
It is key to how we interact with our investors, employees,
suppliers and other stakeholders and is focused on
monitoring progress against our wider ESG commitments
making sure we are driving forward positive change.
Agency make-up
Unlike many other Groups, our Agencies, which have
mainly come into the Group via acquisition, retain their
original personnel, cultures and business practices,
with MISSION providing the support infrastructure and
economies of scale of a multi-national group. This sees
a highly personalised and people-centric culture which
has led to an expanding and loyal Client base (56% of
our revenue is from Clients who have been with us for more
than five years) and strong talent retention (79% for 2024).
We believe the role of the Board is not to direct these
Agencies but ensure they are supported and collaborate
to deliver the best work to help our Clients succeed.
The Board
The MISSION Board and Non-Executive Group has a good
balance of sector and financial experience alongside
Agency CEOs who provide a ‘front seat’ view of Agency
challenges, opportunities and the marketplace as a whole.
The Board is responsible for the long–term success and
growth of the Group, embedding effective controls
which enable risks such as cyber security; data protection;
supply chain fragility; market resilience; economic volatility
and political instability to be assessed and managed.
Held to account by independent Audit & Risk and
Remuneration Committees, the Board is focused on
ensuring that our People, Agencies and The Group are
consistently safeguarded.
Our very existence as a marketing Group is dependent
upon our ability to foster strong and mutually beneficial
relationships with all Stakeholders. Alongside sustainable
growth, we see Client happiness, referral ratings and
staff retention levels as indicators of our collective success
which are consistently measured by the Board.
Social
We’re a people-based business with an aim to make MISSION and all our Agencies places
people want to be, and places that have a positive impact on the world around us.
We’re powered by talented teams who value and respect difference. And we’re committed
to making sure our people feel valued whatever their background, that they belong, and
can be their authentic self at work.
Diversity & Inclusion
We're on a journey to drive a broader agenda of equality,
opportunity and progression.
Our aim is to have a respectful and supportive environment
that enables us to attract, develop and retain the best
talent from a diverse range of backgrounds, representative
of our Clients, their clients and wider society.
As a Disability Confident employer we ensure we give
opportunities for disabled people to show their talents
in interviews for our roles. We create opportunities for
and embrace a widely neurodiverse group of employees,
giving all people the opportunity to be understood and
excel using their own unique strengths in their best ways
for the business.
We are committed to creating environments where
people talk about the things that matter to their health
& wellbeing. It is these conversations that change the
way we work to create the best environments for our
people. We’ve combined free mental health support and
educational life balance activities which are supported
by 29 mental health first aiders. We want to change
the way we all think and act about workplace mental
health and have run a series of Open Mic sessions for
all employees exploring EDI, diversity, neurodiversity
and mental health among other topics.
A new approach
For the past few years, we’ve focused on Community,
Family, and Health & Wellbeing. And bringing in family
friendly policies, Communities, and talking about
matters that count, has been critical in moving forward.
But as we continue along our journey, we’ll be focusing
on the culture looking at the role we play in making a
difference. We’ll protect against bias, drive empathy
through awareness and conversations, whilst having
a zero tolerance against discriminatory behaviour.
Employees can access the BHSF (health cash plan)
scheme, under which our people have access to a 24
hour, 365 days a year telephone helpline, free 24/7
counselling and information line, confidential in the
moment support and access to structured counselling.
In 2024 we re-evaluated our social targets to ensure
they are still helping us adjust to a changing culture
and environment. And to help us become a truly
diverse and inclusive place to work we've designed
four key areas that we’ll focus on:
• Workforce – Building a diverse workforce that
allows everyone to develop their potential.
• Workplace – Creating an inclusive workplace
where people can bring all of themselves to
work and feel like they belong.
• Marketplace – Demonstrating that diversity
and inclusion is a central part of how we
operate in the marketplace.
• Insights – Gathering data and insights to
understand the experiences of our people
to continue to inform the things we do.
People, Planet, Profit
2024 also saw the establishment of the ESG Steering
Committee which is responsible for ensuring our
business and operational plans and consequent
decision-making is aligned with our ESG aims.
Comprising key senior leadership members including
CEO, CFO, Head of People and our Group ESG Lead,
the Committee is focused on developing effective
strategies using a ‘People, Planet, Profit’ filter.
Good governance is about transparency, trust and
accountability. We believe all stakeholders need to
be part of our journey and we are committed to being
open and transparent, always, as we move forward
on our successes but also areas for growth.
More on MISSION’s ESG approach, goals and journey
can be found in its annual ESG Report.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Health & Wellbeing
Our Agencies take a proactive
approach to health and wellbeing,
with free mental health support and
educational life balance activities
overseen by trained mental health
first aiders.
7
Socials
“All work and no play” is a thing
of the past. Therefore, each Agency
maintains a busy social scene,
with everything from dining events,
beer fridge Fridays, summer sports
days, picnics and end-of-year parties.
8
Growing Together
At MISSION we are committed to
creating a respectful and inclusive
environment; one where our people
can be themselves. We also believe
in the power of personal growth; so,
we listen, learn, and support our
people to have the skills and
experiences to make them ready for
today and fit for tomorrow. We’re big
on creating pathways and succession
planning along with creating learning
opportunities across our Agencies.
1
Diversity & Inclusion
We’re creating a home for
empowered people who celebrate
difference and challenge the status
quo. Our diverse workforce allows
everyone to develop their potential
and bring all of themselves to work
feeling like they belong.
2
Community Action
We’re an international Group,
but we believe strongly in local
action. As such, all our UK Agencies
actively support local charities
and communities in their towns –
from fundraising and volunteering
to pro bono work, putting our
communications skills to good use.
3
New Talent
To foster fresh talent, our Agencies
open their doors to local schools,
colleges and universities;
offering internships and an
Apprenticeship programme.
4
Taking Care of You
We believe that life, and being
happy, is more than the job you do.
To best support our people with the
ups and downs of life, we have
devised our Employee Assistance
Programme to help with financial,
family, health and wellbeing issues.
5
Flexible for All
People are at their best when their
home life doesn’t suffer. That’s why
we offer over 200 different flexible
working patterns across the
Group. Plus, parental return to work
schemes and a supportive approach
when our people need time out
for life’s big moments.
6
Our People
We are over 900 dedicated people, in 24 different locations, reaching across
three continents. However, we share our primary goal: producing Work That Counts™
for each Client. Whatever their ambitions.
Our approach to our people is focused on the eight areas set out below, with several
of these also forming key parts of our ESG strategy which you can read more
about in this report. Achieving sustainable progress in these ways is important to us.
We’re proud of the steps we’ve taken, and will continue to take, together.
What our People Say…
“Respect for people is huge and
you genuinely feel valued for the
work that you are doing and there
is a great drive for us to be better.
I love coming into work and
working with the people we have
here and trying to grow and make
better work for the Agency and
the Clients, because of the culture.
krow employee, 2024
Annual report for the year ended December 2024
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Annual report for the year ended December 2024
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We need to feel, everyday, that we are making
a difference, driving positive impact with our thinking,
creative and execution across the sectors we support,
our own industry and the communities we work and live
within. It’s this sense of achievement and ability to see
the power of what we deliver that keeps us excited,
focused and constantly driving for more.
Each Agency has its own values and personalities
but what we do share is an entrepreneurial mindset,
a passion for sustainable growth and a commitment
to leave a positive impression on the world around us.
Culture of Collaboration
Collaboration is at the heart of our commitment to
Work that Counts™. Home to 17 Agencies and 952
people with a myriad specialist skills and knowledge,
MISSION offers a unique approach which is reliant on
working together and exchanging ideas to do our best
at every opportunity. This is how we elevate our
Clients and ourselves.
What Drives Us
Our work, energy, time and commitment
needs to count not just for our Clients
and the Communities they serve but
for our People.
The Way we Treat the World Around us Counts
In our ambition to become the UK’s leading, most
respected Agency Group, we need to do just that
– lead. This is never truer than when it comes to our
social and environmental responsibility.
We have been on a journey since 2019 closely
monitoring our environmental impact and
challenging ourselves with robust carbon reduction
action and targets.
Our social commitments are primarily focused on our
People making sure they feel valued, that they belong
and can be their authentic self at work. This is also
reflected in providing space for them to support their
passions and local Community whether fund raising,
volunteering or delivering valued pro bono support.
Strong progress has been made against our ESG
commitments, but there is more we can and will do.
We are steadfast in our desire to make an even greater
difference to our People, Client and Communities and
the wider environment.
Our Purpose
“What unites us is our desire to make a positive
difference in the work we deliver and the
impact we have on the world around us.”
Annual report for the year ended December 2024
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Annual report for the year ended December 2024
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Our Clients
Consumer & Lifestyle
The Sectors We Operate In:
The UK consumer landscape is shifting rapidly in 2025. Despite economic pressures, the market
remains substantial, with consumer spending projected to exceed £1.4 trillion (Statista).
Low consumer confidence and cautious spending make brand trust essential, but key trends
offer growth opportunities. Health and wellness continue to drive innovation, while social
commerce opens new routes to market. Sustainability remains a priority, with circular product
lifecycles gaining traction. Nostalgia is influencing fashion and design, shaping creative direction.
Authentic storytelling is crucial as consumers weigh purchases carefully. Brands that embrace
these shifts—balancing trust, innovation, and sustainability—will thrive in this evolving market.
Following on from the success of our launch Rajah Spices
‘A life More Flavoured’ campaign (+7% sales YOY),
this year we launched ‘Bradford More Flavoured’,
shining a light on what it means to be British Asian,
whilst challenging perceptions. Using authentic
storytelling, our integrated campaign delivered an
18% increase in sales (YoY).
Our vibrant, nostalgia-infused campaign for Snug Sofas
exceeded sales lead targets by 41%, generating over 17,000
leads and tripling engagement rates while introducing their
“sofa in a box” concept to young urbanites
By launching our Post Office ‘Get Holiday Ready’
campaign on TikTok, we not only entertained and
informed audiences about Post Office travel products
but also paved the way for new commercial development
opportunities. This media initiative supported Britain’s
biggest retailer and its network of over 11,500 Post
Masters. As part of a wider integrated campaign,
it achieved three times the benchmark performance.
Our Skillset In This Sector
Our newest campaign for Bensons for Beds is
helping more consumers than ever find the perfect
night’s sleep. By highlighting their obsession with
all things sleep related we’ve smashed targets;
YouTube impressions soared 111%, completed
views surged 153%, and paid social hit +109%.
Launched “Gina”, the UK’s first OTC HRT product by
Novo Nordisk. Our 360° campaign saw Gina become
the #1 selling product in category, achieving 21.2%
value share and 60% awareness within 12 weeks of
launch – driving unprecedented impact in menopausal
health and changing the lives of over 5 million women.
Our ‘Dirty Air’ campaign adopted a brave approach
by dramatising the harm resulting from second-hand
smoke’s lingering pervasiveness. This bravery was
rewarded with a halving of children exposed to
second-hand smoke in Scottish homes in just 3 years.
This drop from 12% to 6% not only saw Scottish
Government targets met 5 years early but meant that
50,000 more children were protected from the harms
of SHS in their own homes.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Our Clients
Business & Corporate
The Sectors We Operate In:
The global B2B market is forecast to expand at a robust rate of over 12% annually,
with projections suggesting its value could top $50 trillion by 2030 according to
Straits Research. This explosive growth is being driven by factors such as digital
transformation, an increased focus on data and AI, globalisation, the convergence
of brand and demand marketing and sustainability initiatives.
Our Skillset In This Sector
We have helped the Department for International
Trade boost investment in the UK by over £78 billion
and created over 68,000 jobs.
We’ve consistently delivered global B2B marketing
programmes for Fortune 500 companies by integrating
our own expert team members directly into our Clients’
operations - ensuring a seamless, in-house approach.
For instance, we’ve supported operations with
dedicated embedded staff, while also providing
collateral warehousing and bespoke software solutions.
Notably, our tailored programme for an NYSE-listed
global engineering firm earned us their annual global
procurement award for making an outstanding
contribution to their commercial success.
We help top B2B innovators like Okta fuel growth
by reaching new C-Suite audiences. Our data-driven
media planning pinpointed key global markets,
balancing local nuances with scale. The result? C-Suite
awareness soared to 31%, second only to Microsoft.
MISSION Agency Bray Leino is the only Agency to be consistently ranked
as a Top 5 B2B Agency for 10+ years in B2B Marketing’s annual bellwether
index of B2B Marketing Agencies. And MISSION Agency Speed has just
been named one of the UK's Top 20 B2B PR specialists by B2B Marketing.
Testament to both Agencies' dedication, expertise and commitment to
delivering outstanding results for their Clients.
Experts in podcast and videocast production – 13 series
of the “DNV Talks Energy” podcast and 8 series of
“Maritime Impact” created for DNV (global expert
in assurance and risk management) plus videocasts
for multiple episodes. Collectively delivering a total
of over ¾ million listens and views on electrification,
renewables, and maritime innovation to engage
customers, stakeholders and business leads.
Our work with global power technology leader
Cummins has transformed their approach to B2B
marketing. Our analytics expertise matched with
experience of running global B2B campaigns led
to us creating the framework, tools and dashboards
that now drives how they plan, budget, measure
and accurately attribute all of their B2B marketing
campaigns - ensuring a minimum ROI of 8:1
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Sports & Entertainment
The Sectors We Operate In:
The global sports and entertainment sector is undergoing a period of sustained
growth, with the market valued at $97.35 billion in 2023 and projected to nearly
double to $190 billion by 2030 (Statista & PwC).
This expansion is driven by the increasing number of major sports events,
advancements in digital infrastructure, and evolving consumer habits—particularly
among Gen Z and Gen Alpha, who are set to represent 45% of the audience by
2030. Investors are prioritising premium sports assets, with private equity and
sovereign wealth funds accounting for nearly half of all projected investments.
North America and Saudi Arabia are set to dominate
the next decade of top-tier sports events, including
two FIFA World Cups (2026 & 2034) and the inaugural
Olympics Esports Games in Riyadh in 2027. This surge
in major event hosting underscores both regions’
growing influence and investment in global sports,
further amplifying the industry’s worldwide appeal.
Meanwhile, the rise of women’s sports, the demand for
authenticity in sponsorships, and the growing influence
of AI-driven hyper-personalization are reshaping
engagement strategies. As brands navigate this shifting
landscape, digital platforms and social media offer new
avenues for monetization, further solidifying sports
sponsorship as a dominant force in modern marketing.
Our Skillset In This Sector
Mongoose, MISSION’s specialist sports and entertainment
Agency Group:
• Was founded by the marketing leaders that established
the likes of Formula 1, the WTP and ATP Tours and
London Fashion Week as global sponsorship platforms.
• Mongoose are all about knowing the people behind
the data, creating bespoke generational communities
that provide an “Unfiltered Perspective” of a brand's
world in sports and entertainment. We have various
experts within the Group who we collaborate with
to go beyond the numbers and shape outcomes that
work for our Clients. Our ultimate vision is a world
where brands and generational audiences connect
on a deeper, more human level.
• Mongoose are the only UK sports and entertainment
Agency with a dedicated social media specialist
Agency working at the heart of every scope
making brands more culturally relevant.
• Mongoose broker multi-million-pound, multi-year
naming rights partnerships for the world’s most
iconic landmarks and sports.
• Mongoose deliver unforgettable live brand experience
and activation programmes for sponsors at the UK’s
Top 3 best attended sports events - London Marathon,
The Boat Race, Silverstone F1.
• Mongoose are retained by the best brands in sport
– NFL, Mercedes F1, The North Face, Under Armour
and Bridgestone.
Our Clients
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Our Clients
Property
The Sectors We Operate In:
The UK residential real estate market is projected to grow from approximately £316 billion
in 2025 to £418 billion by 2030, reflecting a compound annual growth rate of 5.75%.
Average house prices in the 12 months to November 2024 increased in England by 3% to £306,000.
Despite challenges such as higher borrowing costs and economic uncertainties, the market
remains resilient. Savills are confident that 2025 will be a positive year for house price,
forecasting an average increase across the UK of 4%.
Opportunities persist, particularly in regions like the North, North West and Northern Ireland,
which have experienced the fastest growth rates.
Our Skillset In This Sector
• Over 35 years as the UK’s property marketing leaders.
Trusted by renowned developers and landowners
to deliver award-winning projects nationwide.
• From strategy to execution, we are the only UK Agency
to offer a fully integrated marketing approach in-house.
Our integrated property marketing services including
branding, digital marketing, websites, CGIs, signage,
show homes, marketing suites and media is unrivalled.
• Adapting to post-COVID buying trends and audience
expectations we developed industry leading interactive
tools for a personalised, immersive sales experience.
We're the UK's sole deliverer of over 200 fully interactive
UX systems p.a. created and developed in-house.
• We design and deliver some of the most innovative
and impressive Marketing Suites and sales environments
where a considered customer journey blends seamlessly
with technology.
• No other Group can offer both tactical and corporate
marketing for a rich diversity of Clients including
housing associations, councils, niche developers,
SMEs and national house builders.
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Annual report for the year ended December 2024
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In a rapidly changing global environment, the MISSION
HUBS network enables MISSION’s Agencies to deliver
assignments for our Clients, on-demand, across the
Americas, APAC, Europe, and Africa.
Conceived and curated as a unique ecosystem,
MISSION HUBS facilitates trade between our Partners
and enables them to procure revenue generating specialist
services and support from The MISSION Group.
Additionally, under the MISSION HUBS Affiliate programme,
Agencies can register their interest in becoming a wholly
owned MISSION Business in the future.
In 2024, the MISSION HUBS network doubled in
size to include 30 Partners, with offices in 63 cities.
We also established a 'network affiliation' with the
SAMA network providing access to a further 23
Partners across Southeast Asia.
We delivered international support and communications
solutions across the automotive, entertainment,
government, health, tourism, science, technology
sectors and many more.
Strategic Asia
Marketing Alliance
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Why AI?
AI’s transformative potential aligns with our track record
of solving real-world challenges and driving innovation
for our Clients. By integrating AI across the Group, we are
amplifying human ingenuity, enhancing decision-making
and streamlining workflows. From automating routine
tasks to uncovering groundbreaking creative possibilities,
AI enables us to focus on what matters most—delivering
sustainable growth for our Clients and new opportunities
for our teams.
Four areas of particular focus have been: developing
new AIs for Clients, developing new AI products for our
Agencies, process improvement, and learning
and development.
Client projects
2024 has been a record year for AI Client projects,
across digital experience, data and chat.
A particular highlight was helping a leading technology
platform launch their first publicly available generative
AI product, an assistant which helps teams without
technical architects make the most of their services.
MISSION helped them design, script and engineer every
aspect of the assistant. It launched in December at their
developer conference and is available across their site for
the tens of millions of people that visit the site each month.
Developing new AI products
In 2024 we have invested significantly in AI research
and development, particularly focusing on building
products that can help us scale creative and strategic
excellence for our Clients, such as in digital listening
and predictive analytics.
Optima, our brand guidelines assistant, is a very
exciting example. Using cutting edge visual and
reasoning, Optima helps creatives and account
managers get instant, consistent, high quality and
actional feedback on creative early and throughout
development. We are busy integrating Optima into
our approval workflow system and plan to have
Optima help review thousands of pieces of creative
through 2025, starting in Q1.
The initial results from these AI products is very
encouraging, and we’re optimistic that through them
we can use AI to help solve long-standing marketing
and communications challenges for us, our Clients
and the wider industry.
Process improvement
We have seen significant uptake in AI-driven process
improvement, with teams of all kinds nominating workflows
that help us scale our creativity and productivity.
We are particularly pleased to see our creative teams
embracing AI, with a mix of optimism and the right
level of scepticism. We are seeing effective use of AI
in the early stages for concepts and mood boarding,
effectively replacing conventional image banks for
the likes of Post Office. This has resulted in a c. 20%
improvement in efficiency in the concept stage.
During production we are seeing good use of productivity
boosting AI features such as generative fill, erase,
in-paint, search and replace, upscale and more.
We are also doing early experiments with image-to-video
models. Finally, we are investing in creative testing,
from our Optima technology to established technology
from third parties for attention mapping and neuro-
marketing to ensure our work is as effective as possible.
Importantly our creative teams don’t see AI as a shortcut to
merely doing what we did before but quicker. Rather they
have fully embraced AI as a tool to do their best work yet.
Our developers are now all using AI coding assistants,
and the feedback has been incredible. We’re seeing
across the board 15-30% improvements in productivity.
More importantly developers are reporting they are
more confident writing code using technology they are
unfamiliar with. We are seeing this materialise in greater
use of prototyping early in project discovery, something
our Clients have been eagerly engaging with.
Operationally we have trialled and are rolling out our
nominated chat system across the Group. We are
particularly optimistic about the positive impact of
custom chat agents, especially ones imbued with
MISSION data to help people with common but
time-consuming tasks like responding to RFIs, exploring
digital listening data for our PR teams and answering
internal HR and policy related questions internally.
Embracing the Future: AI at MISSION
At MISSION, we see AI as a powerful enabler—augmenting creativity, helping pin-point effective
strategies and unlocking operational efficiency. The journey we’ve embarked on has been one of
discovery, strategising and application, all with a singular goal: to deliver Work That Counts™.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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The Road Ahead
We started our AI lab in 2019 and have delivered many
award-winning projects in this space since – but this
capability was initially seen as a deep specialism
within our digital team. That changed with the advent
of generative AI, with a wave of Group-wide inspiration,
exploration, strategising through 2023. That strategy
outlined the ethical, sustainable and safe use of AI.
2024 was the year we started to apply our strategy.
We continued to deliver market leading AI projects for
Clients, starting to build our first AI infused products,
we’ve witnessed improvements at all stages of creative
workflow and have started to develop everybody in the
Group to be AI fluent.
2025 will be the year we scale each of these
aspects of our strategy, evolving alongside
this technology, ensuring it serves our
people, Clients and shareholders allowing
us to be more ambitious, create more
opportunities and be more profitable.
Learning and Development
We are particularly proud of our ongoing AI learning
and development efforts, which every MISSION
employee has engaged with. Through our Group-wide,
team specific and individual learning paths we truly
believe in an “AI for All” learning approach. This includes:
It is especially satisfying to see the full gamut of
development occurring, from widely used basic AI
productivity hacks through to growing high levels
of in-house specialists, capable of cutting-edge
AI work in creative, UX and technology.
Deep Specialisation: Gaining certifications in areas
of advanced proficiency.
Understanding: Enabling all our people to grasp
the fundamental concepts of AI.
Building: Developing and implementing
our own AI models.
Applying: Learning how to apply AI techniques
to real-world scenarios.
Training & Maintaining: Mastering the skills needed
to train and maintain sophisticated AI models.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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Influence expands into Saudi Arabia
Influence Sports & Media, a member of Mongoose Group,
took their expertise in the world of sport to a North American
audience in 2023. 2024 saw them expand further globally,
this time into Saudi Arabia following significant new Client
wins in the country.
Influence opened its office in Riyadh in November to support
their Clients and service the rapid development of the sports
marketing and sponsorship industry in the region.
The Riyadh office offers strategic consultancy, commercial
sales, partnership activation, and communications – with
a focus on motorsport and sailing, given both sports have
substantially grown in popularity in the region.
“There is a major opportunity for us to advise
and assist Clients and prospects in the
Kingdom of Saudi Arabia. Both with local
brands growing strategies internationally
as well as global brands entering the region.”
Chris O'Donoghue, CEO Mongoose Group
Annual report for the year ended December 2024
33
Annual report for the year ended December 2024
32
I am delighted to report that not only have we delivered a resilient
trading performance in 2024 but MISSION has taken great strides
to strengthen the business for the future.
I have been impressed by the management team who have diligently
and relentlessly reshaped the business throughout 2024 and in so
doing have maintained revenue growth, improved total headline
operating profits by 80%, increased total reported operating profits
by £15m and significantly reduced our debt. Furthermore, we have
created a platform from which our Agencies will continue to grow.
Strategic Report
Non-Executive Chair's statement
Revenue and Profit Growth
Once again Client retention and strategic new
business wins have underpinned performance and
all credit must go to our Agencies who continue
to punch above their weight by being leaner, more
nimble and creatively and commercially astute
to achieve outstanding results for our Clients.
Ultimately, our Clients pay us to help them be more
successful and this is at the core of our thinking.
Debt Reduction
Business growth and Agency realignments have
played their part in our strive to reduce debt.
But so too have two strategic divestments of April
Six and Pathfindr, both of which have significantly
improved the strength of our balance sheet.
Our Platform For Growth
Under the stewardship of our interim CEO,
Mark Lund, we have successfully streamlined
operations under four key business pillars headed
by our lead Agencies which has been warmly
received within the Group. Mark’s commitment
to performance and growth is helping those
leaders develop at pace and his input and
guidance has been welcomed by all. Having had
a successful career in advertising and marketing,
during which he co-founded leading independent
Agency DLKW (now Mullen Lowe) and most
recently was President of McCann Worldgroup
UK & Europe, Mark stepped into the role
following James Clifton’s decision to pursue
a new opportunity. The Board would like to
thank James for his valuable contribution to
the development of MISSION during his tenure.
We all wish him every success in his new venture.
“MISSION has shown
revenue growth year
on year and now with
our streamlined
operations and profit-
focused mindset we
see a very bright future
for the business.”
Capital Allocation Policy and Dividend
Having delivered annualised cost savings and profit
improvements alongside a material reduction in
the Group's debt burden through business disposals,
on the 2 January 2025 the Board outlined the
Group’s Capital Allocation policy in order to provide
shareholders with an update on the Board's intentions
for future uses of cash generated from operations.
As part of this policy the Board has made a
commitment that surplus free cashflow should be
returned to shareholders either by share buybacks
and/or dividends (ordinary and/or special).
Share buybacks will be undertaken when they
are at or below the Board's view of the intrinsic
value of the Company. Shares acquired through
the share buyback will be held in treasury and
their use reviewed periodically, including to offset
the dilution effect from employee share option
exercises and share based deferred acquisition
consideration payments.
On 2 January 2025 the Board confirmed that
it intended to return up to £1.5m to Shareholders
via an on-market share buyback which will be
undertaken when the share price is at or below the
Board's view of the intrinsic value of the Company.
To date £364,000 has been returned to shareholders,
reducing the Company’s shares in issue by 1.3%.
As previously announced as part of our Capital
Allocation policy, the Board expects to return to
paying ordinary dividends in 2026 and will maintain
dividend cover between 3x to 4x headline earnings
per share.
Outlook
We are mindful of the overall macro environment
and uncertainties that this can bring to our markets
but it is worth reminding ourselves that MISSION
has shown revenue growth year on year and now
with our streamlined operations and profit focused
mindset we see a very bright future for the business.
Our people make us what we are and all around the
Group I see dedicated, fulgurant colleagues all working
to be their best and deliver outstanding results for our
Clients, shareholders and community. I am proud to
Chair the MISSION Group.
David Morgan
Non-Executive Chair
March 2025
Annual report for the year ended December 2024
34
2024 represented solid progress and there is a lot for our teams
to feel proud about. Crucially we have driven a necessary and
ambitious Value Restoration Plan which has seen us review all areas
of the business with a commitment to restoring value to shareholders.
In addition, we have continued to deliver excellent work for our Clients,
underpinning a significant improvement in earnings and margin
growth on the prior year, despite a challenging trading environment.
Strategic Report
Interim Chief Executive’s Review
“We enter 2025 with
a simpler, stronger
and more focused
MISSION Group
with our full focus on
supporting sustainable,
profitable growth.”
The ongoing macro-economic and political uncertainty
throughout 2024 led to Client caution and the significant
drop in business confidence following the Chancellor’s
statement in November compounded this uncertainty
further. Against this backdrop the entrepreneurial
and creative culture of our Agencies and the breadth
of capabilities they can draw on across the Group has
been critical in our ability to grow existing relationships
and compete in tough markets to secure new Client wins.
Whilst the successful divestments of April Six and Pathfindr
have ensured we have a much stronger balance sheet;
it has also provided us with an opportunity to reassess
the Group’s business model as we focus on creating a
simpler and more accountable MISSION.
We enter 2025 with a simpler, stronger and more
focussed Group. Our business model will see us focus
on four key Agency families, centred around each of
our largest Agencies Bray Leino (Business & Corporate),
krow (Consumer), Mongoose (Sports & Entertainment)
and ThinkBDW (Property). Through the work done as
part of the Value Restoration Plan to reduce our cost
base, we move forward with a leaner and lighter
commercial centre with our full focus on supporting
sustainable, profitable growth.
I am also very excited by our continuing investment
in MISSION’s shared AI systems that will bring real
benefits to all our Agencies in 2025 both operationally
and creatively.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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37
Performance Review
MISSION has reported revenue growth from continuing
operations of 2.1% to £75.9m (2023: £74.3m) and total
revenue growth of 1.3%. All growth was organic and
underpinned by strong performances across the
Group’s continuing business segments, particularly
in our Property and Business & Corporate segments.
Additional Client wins secured across the business
throughout the period include Okta, Popeyes, FatFace,
GoHenry, Mastercard, BNP Paribas, England Cricket
Board, Guinness Homes, Fonterra and McCarthy Stone.
The second half of the financial year also saw the
Group awarded a prestigious and significant Events
assignment for the UK Pavilion at Expo 2025 in Osaka,
Japan. This full operational services contract comprises
over 130 individual events, retail and hospitality and is
being led by Bray Leino Events.
MISSION's global sports Agency, Influence Sports &
Media, part of Mongoose, also won a significant new
Client in Saudi Arabia in the second half of the year
and opened a small office in Riyadh to support the
Client and will also leverage its expertise to capitalise
on opportunities across the region. Mongoose has also
been appointed as global sponsorship sales Agency
for Formula E and brokered Southampton F.C.'s shirt
sponsorship with P&O Cruises.
The second half of the year also saw the creation
of the Group’s AI steering panel, chaired by me.
We continue to see multiple examples of AI infused
work being created in our Agencies and as part of
our plans to define and hone our Group AI strategy we
have prioritised three key pillars of focus; ensuring AI
literacy in every role to empower and enable everyone
with AI learning; provide specialist centralised AI support
and resources to work alongside our Agencies; and
define guidelines to inform AI usage across the Group
and ensure compliance and best practice.
In the new financial year I’m pleased to announce
that we have appointed a Chief Transformation Director
to lead this project across the Group. Good progress
has already been achieved in deploying AI tools on the
areas which can make the biggest difference to enhance
operational excellence and creative processes.
Making Positive Change
Following the launch of our Environmental, Social
and Governance (ESG) manifesto 'Making Positive
Change' in 2020, we have continued to make
progress against our key commitments throughout
2024. While improved carbon reporting and
increased business activity led to a rise in overall
emissions compared to last year, our total emissions
remain significantly lower (29% decrease) than
pre-pandemic levels.
A key focus has been refining our data collection
to ensure a more accurate understanding of
our impact. This has highlighted areas for action,
such as energy use and commuting, while also
revealing positive trends, including reductions
in waste-related emissions and business road
travel. By enhancing our sustainability initiatives
and improving efficiency across operations,
we are committed to driving further progress in
the years ahead.
Current Trading and Outlook
Trading in 2025 has started in line with our expectations.
We remain cautious given the wider macro-economic
uncertainty and its continued impact on Client budgets
and confidence.
I’m excited to see further progress against a number
of initiatives already underway in 2025 including
our investments in AI. I firmly believe these actions
will further enhance the quality of the work we do
and the value we can bring to our Clients and look
forward to seeing their impact as the year develops.
Mark Lund
Interim Group Chief Executive
March 2025
Strategic Report
Interim Chief Executive’s Review
“We completed the
turnaround of the business
through successful delivery
of the Value Restoration
Plan. The concentration
on transforming operating
margins and reducing
debt leverage demonstrates
the underlying resilience of
our core Agency portfolio”
FY2024 operating income
from continuing operations
£75.9M
growth of 2% on 2023
Annual report for the year ended December 2024
38
Annual report for the year ended December 2024
39
Strategic Report
Chief Financial Officer’s review
In 2024 we were able to complete the turnaround of the business
through the successful delivery of the Value Restoration Plan.
The fundamental concentration on transforming operating margins
and reducing debt leverage is evident in the financial statements
as is the underlying resilience of our core agency portfolio.
We start 2025 with a simpler, stronger and more focused Group.
20%
increase in headline
operating profit
Total headline operating profits of £9.1m increased by 80%
when compared to the 2023 equivalent. With operating
income growing by 1.3% to £87.7m (2023 £86.6m), operating
margins also increased significantly from 5.8% in 2023 to
10.3% in 2024.
On a continuing operations basis the financial recovery
continues to shine through, with headline operating profits
of £7.9m increasing by 20% on 2023 (£6.5m), operating
income growing 2.1% to £75.9m (2023 £74.3m) and operating
margins increasing from 8.8% to 10.4%.
Furthermore, net bank debt leverage at 31 December 2024
improved significantly to 1.1x (31 December 2023, 2.0x)
following a year of tight focus on capital expenditure and
the disposal of April Six Ltd at the end of 2024.
The Value Restoration Plan:
In December 2023 the Board announced its Value Restoration
Plan (‘VRP’): a plan designed to restore profitability and
bank debt leverage to sustainable, competitive levels in 2024.
The plan consisted of two key elements:
1: reducing 2023 runrate operating expenditure by
£5.0m through
Target Profit
Improvement
Delivered
Through
a) annualised cost savings
within agencies
£2.0m
Headcount
reductions
b) central cost savings
£1.6m
Headcount
reductions,
exiting contracts
and leases
c) efficiency gains
£1.4m
Driving more
group work
through internal
functions
2: reducing net debt leverage through the disposal of non-core
assets.
The VRP has been successfully delivered, evidenced by the
much-improved margins and reduced leverage ratios reported
in 2024 compared to 2023.
Following the sale of April Six and the reduction in bank debt,
the Group entered into discussions with Natwest to refinance the
existing debt facility. The Group has now successfully refinanced
its debt facility, securing a new three-year facility including a
£15m revolving credit facility, a £5m accordion option to increase
this and a £3m overdraft. Further details of the new debt facility
are set out in Note 20 to the financial statements.
Annual report for the year ended December 2024
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41
Billings and revenue
Turnover (billings) was 3% lower than the previous
year, at £190.3m (2023: £195.9m), but since billings
include pass-through costs (e.g. TV companies’
charges for buying airtime), the Board does not
consider turnover to be a key performance measure
for its Agencies. Instead, the Board views operating
income (turnover less third-party costs) as a more
meaningful measure of activity levels. Taken as a
whole, the Group’s operating income (referred to as
“revenue”) from continuing operations for the year
increased by 2.1% to £75.9m (2023: £74.3m).
All revenue growth was organic and reflects a
mixed performance across the continuing business
segments. Revenue growth was strong in Business
& Corporate (£0.9m increase in revenue) and also
Property (£0.5m increase in revenue) and in so doing
mitigated reduced revenues in Health & Wellness
(£0.4m reduction in revenue).
The Group has reviewed and restructured its
operations as part of the Value Restoration Plan and
as a result the Board made the decision to divest of
its Technology agency, April Six Ltd along with the
US based subsidiary, a transaction that completed
at the end of 2024. It is these divested revenues that
constitute the ‘discontinued operations’ of 2024 whilst
2023 also comprises the disposal of Pathfindr Ltd.
One of the differentiating features of MISSION is the
longevity and loyalty of its Client base exemplified by
over 56% of 2024 total operating income coming from
Clients with whom MISSION has worked for more than
five years. We believe this is due to the dynamic and
Agency-driven culture which ensures Clients receive
a tailored level of Client service but supported by the
resources of a multi-national Group.
Strategic Report
Chief Financial Officer’s review
£m
Headline continuing
Total
2024
2023
Movement
2024
2023
Movement
Operating income ('revenue')
75.9
74.3
2.1%
87.7
86.6
1.3%
Headline operating profit
7.9
6.5
20%
9.1
5.0
80%
Operating margin %
10.4%
8.8%
+1.6pts
10.3%
5.8%
+4.5pts
Profit before tax
5.1
4.2
19%
2.9
(12.0)
-
Earnings per share
3.8
3.3
15%
1.2
(13.4)
-
Tax rate
28%
27%
+1pts
59%
1%
+58pts
Profit and margins
The Directors measure and report the Group’s
performance primarily by reference to headline
results in order to avoid the distortions created
by the one-off events and non-cash accounting
adjustments relating to acquisitions that are
detailed below. Headline results are therefore
calculated before acquisition adjustments,
exceptional items and losses from new ventures
(as set out in Note 3).
The Group reported an operating profit across
all operations this year of £5.8m compared to a
£9.7m loss in 2023.
Reported profit before tax increased by £14.9m,
from a £12.0m loss in 2023 to a £2.9m profit in 2024.
Adjustments to reported profits, detailed further
in Note 3, totalled £3.2m (2023: £14.8m) a significant
decrease on a previous year that had included a
£10.3m impairment of the Story (£5.2m) and Krow
(£5.1m) intangible assets. There were no intangible
impairments in 2024.
In addition to this the Group invested £0.5m
in new ventures (2023: £1.8m) most notably
Influence US and Saudi Arabia operations as well
as performance marketing joint venture Turbine
and investment in the MISSION Hubs venture.
Acquisition and disposal related costs of £2.1m
compared to £1.7m in 2023. The 2024 charge
consists primarily of the amortisation of intangibles
recognised on acquisitions of £0.7m (2023: £0.9m)
as well as professional fees incurred in order to defend
an unsolicited bid for the Group (£0.3m). There was
an increase in fair value of contingent consideration
of £0.8m in 2024 (2023 £0.4m) following the strong
performance of recently acquired agencies.
Finally, the Group recorded a profit on the
disposal of the April Six operation of £1.2m,
countered by realisation of non-cash, historical
foreign currency translation reserves of £1.4m.
(2023: £0.3m profit on sale of Pathfindr Ltd).
Adjusting for these items delivers a headline
operating profit from all operations of £9.1m
(2023 £5.0m). Headline operating profit from
continuing operations was £7.9m (2023: £6.5m).
A key focus of the VRP has been improving
operational effectiveness and therefore margin.
As a result the headline operating expenditure
base from all operations decreased in the year
by 4% (from £81.5m in 2023 to £78.6m in 2024).
Expenditure within continuing operations held
flat at £68.0m.
Whilst operating expenditure grew in the
Business & Corporate segment to support
revenue growth (£0.9m increase), the actions
of the VRP are evident in reductions of spend
in Consumer & Lifestyle (£0.3m) and Property
(£0.7m). Expenditure in Sports & Entertainment
increased by £0.5m in the year.
The result of this is strong year on year headline
operating profit improvements in the Property
(+£1.2m), Consumer & Lifestyle (£+0.4m) and
Central (+£0.6m) business segments, all of which
outweighed smaller headline operating profit
reductions in Sports & Entertainment (£0.4m
reduction) and Health & Wellness (£0.3m reduction).
As a consequence, headline operating margins
from all activities increased from 5.8% to 10.3%
and margins from continuing activities increased
from 8.8% to 10.4%.
Interest charges of £3.0m were £0.5m higher
than 2023 (£2.5m) reflecting the increased
net debt levels the Group faced during this
restructuring period.
The resultant reported profit before tax from
continuing operations for 2024 was £1.9m,
an increase of £12.7m on 2023 (£10.7m loss).
£15M
increase in total
profit before tax
Annual report for the year ended December 2024
42
Annual report for the year ended December 2024
43
Taxation
The headline tax rate increased marginally to 28%
(2023: 27%).
On a reported basis in 2024 the impact of foreign tax
payments in the year in relation to April Six resulted in
a total tax charge of £1.7m on a reported profit before
tax of £2.9m, an effective rate of 58.8%. This compares
to the 1.3% rate in 2023 resulting from the impact of the
large one-off non-deductible expenditure primarily in
relation to impairment of goodwill which resulted in a tax
credit of £0.2m on a reported loss before tax of £12.0m.
The tax rate is generally expected to be consistently
higher than the statutory rate (25.0% in 2024, an
increase from the 23.5% in 2023) when the Group is
profit making, since the amortisation of acquisition-
related intangibles is not deductible for tax purposes
and tax rates on our US operations are substantially
higher than the UK corporation tax rate.
Earnings Per Share
After tax, the reported profit for the year was £1.2m
(2023: £11.9m loss) and undiluted and diluted EPS
was 1.2 pence (2023: -13.4 pence).
However, after adjustments, Headline EPS from
continuing operations on both an undiluted an
diluted basis was 3.8 pence (2023: 3.3 pence).
Dividend
The Board has historically adopted a progressive
dividend policy, aiming to grow dividends each year
in line with earnings but always balancing the desire
to reward shareholders via dividends with the need
to fund the Group’s growth ambitions and maintain
a strong balance sheet and healthy distributable
reserves (2024: £30.5m, 2023: £33.7m).
The Board has made the decision to continue to
pause dividend payments and expects to return to
paying ordinary dividends in 2026. In so doing it
plans to maintain dividend cover between 3x to 4x
headline earnings per share.
Balance sheet
In common with other marketing communications
groups the main features of our balance sheet are
the goodwill and other intangible assets resulting
from acquisitions made over the years and the debt
taken on in connection with those acquisitions.
The Board undertakes an annual assessment of the
value of all goodwill, explained further in Note 11. At 31
December 2024 the Board concluded that no impairment
adjustments would be required and that the position
would continue to be reviewed on a regular basis.
The level of intangible assets relating to acquisitions
and internal investments decreased by £11.0m in
the year. This movement being primarily a function
of the divestment of April Six.
The Group’s acquisition obligations at the end of
2024 were £4.7m (2023: £5.5m), to be satisfied by
a mix of shares and cash in some instances at the
Group's discretion. All of this is dependent on post-
acquisition earn-out profits. £3.4m is expected to
fall due for payment in cash within 12 months and
a further £1.2m which can be satisfied by a mix of
shares and cash in the subsequent 12 months.
The Board continue to closely monitor all capital
spends and have paused dividend payments for
the short term.
The Directors therefore believe that the Group’s
current balance sheet can comfortably accommodate
these acquisition obligations alongside the Group’s
commitments to routine capital expenditure.
Consolidated Net Current Assets closed at £17.0m,
an increase of £11.4m on 2023 (£5.6m). This was
in part the result of the increase in cash of £5.8m
and a reduction in trade and other payables of
£9.4m, netted off against a £1.7m increase in current
acquisition obligations. Acquisition obligations are
dependent on performance and the Company has
the option to settle a proportion of the total in shares.
Strategic Report
Chief Financial Officer’s review
Chart tracking Debt Leverage Ratios over time
Bank leverage
Total leverage
3.0
3.5
2.0
5.0
1.0
4.0
0.0
2.5
1.5
4.5
0.5
2013
2014
2017
2015
2018
2020
2016
2019
2021
2023
2022
2024
At the end of the year the Group’s net bank debt stood at £9.5m (2023: £15.4m). On an adjusted basis (pre IFRS16) the leverage ratio of net bank
debt to headline EBITDA was 1.1x at 31 December 2024 (2023: 2.0x). The Group’s adjusted ratio of total debt, including remaining acquisition
obligations, to EBITDA at 31 December 2024 was 1.7x (2023: 2.7x). A pre-IFRS16 basis is used as this in the definition of the Group's bank covenants.
All existing acquisition obligations will be settled by the end of 2026. Acquisition obligations are dependent on performance and the Company
has the option to settle a proportion of future payments in shares.
Chart showing change in total Acquisition Obligations over time
2012
2013
2016
2014
2017
2019
2015
2018
2020
2021
2022
2024
2023
12.0
14.0
8.0
4.0
0.0
10.0
6.0
2.0
£11M
reduction in total debt
Comparison ot total debt
£m
2024
2023
Net bank debt
9.5
15.4
HMRC time to pay
0
4.3
Outstanding acquisition obligations*
4.7
5.5
Total debt
14.2
25.2
*Acquisition obligations are dependent on performance and
the Company has the option to settle a proportion of future
payments in shares
Annual report for the year ended December 2024
45
Annual report for the year ended December 2024
44
Strategic Report
Chief Financial Officer’s review
Cash flow
Cash and cash equivalents improved by £5.8m over
the course of 2024.
The primary reason for the improvement came from
the divestment of April Six and the resulting net increase
in cash and cash equivalents from discontinued
operations of £7.3m.
In addition to this, capital allocations in 2024 were
very closely controlled. This resulted in significant
year on year reductions to both capital expenditure
(£0.7m, 2023 £2.5m) and dividends payable (£0.1m,
2023 £1.7m). Similarly, expenditure on new acquisitions
was £Nil (2023, £0.4m) and the settlement of contingent
obligations relating to the profits generated by previous
acquisitions totalled £0.7m (2023: £0.4m). Bank loans
were in line with 2023 at £20.0m.
In 2023 total working capital movements were somewhat
distorted as a result of £4.3m of delayed VAT and
PAYE payments, a payment plan having been agreed
with HMRC whereby all delayed payments would be
repaid by the end of May 2024. Therefore, the working
capital movements in 2024 are impacted in an equal
and opposite way as these repayments were completed.
The working capital movement is defined as the
aggregate movement in receivables, stock and
payables and was at an overall level reported as
an outflow of £4.1m (2023: £0.3m inflow). However,
adjusting for the HMRC repayments noted above
reveals an underlying working capital inflow of £0.2m.
The closing net bank debt position for 2024 was
£9.5m. This represents a decrease in net debt of
£5.9m on the 2023 year-end net bank debt of £15.4m.
Headline operating profit from continuing operations
of £7.9m (2023: £6.5m) converted into £1.4m (2023:
£4.2m) of ‘free cash flow’ (defined as net cash inflow
from operating activities less tangible and intangible
capital expenditure) and dividends of £0.1m (2023: £1.7m).
Working capital days:
Trade creditor days and work in progress days both
increased and trade debtors days decreased when
compared to last year. Overall, the Group’s total
working capital days of 23.8 represents an increase
from the 2023 equivalent (16.8 days).
Going concern
The Board believe that, through the actions taken
during 2024 and described above, the Group is well
placed to deliver profitable growth, cash generation
and facility headroom. However, further scenario
modelling has been undertaken of the Group’s net
debt position into the reasonably foreseeable future.
This modelling included cautious assumptions about
trading performance, investment plans and acquisition
consideration obligations. The principal uncertainty
in the projections is the continued growth of the
trading agencies in an unpredictable macro-economic
environment and potential increases in cost base that
are not proportionate to revenue growth.
The Directors have considered the resulting financial
and cash flow projections for the Group alongside
the availability of renewed committed bank facilities
of £15m (expiring 21 March 2028), an overdraft facility
of £3m and the headroom afforded against Total Debt
Leverage and Bank Debt Leverage covenant tests for
the coming 12 months.
The Directors have also considered and understood the
mitigating actions that would be required in the event of
reduced revenue profiles and any further consequential
difficulties with covenant compliance. Such potential
mitigating actions would include a review of headcount,
particularly in the areas impacted by any downturn.
Furthermore the Group have considered actions that
can be taken should increased headroom be required.
This would most likely be the disposal of non-core or
high value agency assets.
Against these scenarios, the Group was demonstrated to
have adequate headroom against the facilities described
above. This leads the Directors to become satisfied that,
taking account of reasonably possible changes in trading
performance, it is appropriate to adopt the going concern
basis in preparing the financial statements.
Key Performance Indicators
KPIs are designed to monitor the Group’s revenue
and profit growth, within a safe capital structure.
The targets, along with the outcome for 2024 are
as follows:
• Achieve organic revenue growth of at least
2% per year (delivered +2%);
• Increase headline operating profit margins
to 14% (delivered 10%);
• Grow headline profit before tax by 10%
year-on-year; and (delivered +19%)
• Maintain the ratio of net bank debt to EBITDA*
at or below 1.5x (delivered 1.1x) and the ratio
of total debt (including both bank debt and
deferred acquisition consideration) to EBITDA
at or below 2.0x (delivered 1.7x).
EBITDA is headline operating profit before
depreciation and amortisation charges.
At the individual Agency level, the Group’s financial
KPIs comprise revenue and controllable profitability
measures, predominantly based on the achievement
of the annual budget. More detailed KPIs are applied
within individual Agencies. In addition to financial
KPIs, the Board periodically monitors the length of
Client relationships, the forward visibility of revenue
and the retention of key staff.
Outlook
We enter 2025 with a plan for continued, profitable
growth across our business segments.
The year has started well and prospects for organic
progress are good. We also expect to drive additional
margin improvements in spite of the cost pressures
impacting our sector as we focus on our core
operations, offerings and capabilities. Additionally,
and as a result of the actions taken in 2024 this growth
is well set to be highly cash generative.
Giles Lee
Group Chief Financial Officer
25 March 2025
Net Bank Debt
12.0
16.0
18.0
8.0
4.0
0.0
10.0
14.0
6.0
2.0
15.4
6.4
6.9
4.3
0.7
0.1
0.6
1.6
9.5
£m
2023
Operating CF
Delayed 2023
HMRC payments
Dividends
paid
Prior
Acq'ns
Capex
Lease
payments
Discontinued
operations
2024
Annual report for the year ended December 2024
46
Annual report for the year ended December 2024
47
Strategic Report
Aims and Ambition
Adverse Economic Conditions
The risk with the greatest potential impact on the
Group’s financial position is a widespread and dramatic
economic downturn. This is exemplified by the longer
term impact COVID-19 and recent global conflicts have
had on the labour market, inflation and borrowing costs.
The effect is reduced revenues and tighter margins,
profitability and cash flows. The entrepreneurial and
autonomous culture that runs through our Agencies
means that, while we will inevitably feel the impact of
any economic downturn, we adapt quickly to changed
circumstances and also seek out opportunities that
inevitably emerge in times of economic challenge.
Loss of Key Clients
The Group benefits from a widespread, diverse mix
of Clients with only two Clients accounting for more
than 3% of revenue. The consequence of Client losses
is the same as for a general economic downturn, i.e.
potential reduction in revenue, profit and cash, but to
a lesser degree. Client losses are, to some degree, to
be expected. The risk here is that Client losses are not
replaced by new business and an agency finds all or
part of its offers difficult to sell.
The risk of Client loss is mitigated both by our continuous
new business activity and also by a constant focus
by all Agency CEOs on ensuring that the offers and
services we provide to current and prospective Clients
are relevant, effective and attractive.
Loss of Key People
In common with all service businesses, the Group
is reliant on the quality of its people. The risk is that
an Agency loses good, senior talent as a result of
out-of-step remuneration packages, lack of progression
opportunities or workplace environment and are
unable to attract replacements. Strenuous efforts
are made to provide a rewarding work environment
and remuneration packages to attract, retain and
motivate our leadership teams.
Two measures of our success are that our staff
retention statistics are higher than the industry
average and that the vast majority of the core
management of our acquired businesses remain
in place today. The system of financial rewards is
reviewed regularly by the Remuneration Committee
and revised where appropriate.
Artificial Intelligence (AI)
AI is a disruptive technology that can impact the
standard commercial models in our industry, as well
as scale up and down the need for specific teams
and talent in the business. AI is also considered to be
a business opportunity as well as a risk, as the Group
considers AI to have considerable upsides to its
commercial offering and support processes. In order
to mitigate the risks and harness the opportunities
the Group invests in training, resources and product
development as well as partnering with key technology
companies on the utlisation and execution of AI tools.
Our goal remains simple: to develop MISSION into the UK’s
leading, most respected Agency group. In a complex and
ever-changing marketing environment, we are constantly
evolving to help our Clients navigate through their challenges
and opportunities. With a wealth of specialisms and skills,
as well as impartial advice, we invest and adapt to deliver
the right talents in the most effective ways. With operations
centered in the UK and supported by hubs across the globe,
we’re committed to helping our Clients grow and succeed.
Fundamental to our continued success is our ability to provide a
rewarding, challenging and fun working environment for our staff.
Strategic Report
Principal Risks and Uncertainties
The Group’s principal operating risks and uncertainties are set out below. The management of risk is the responsibility
of the Board, assisted where appropriate by the Audit & Risk and Remuneration Committees, as described further
in the Corporate Governance Report. The Directors have carried out an assessment of the principal risks facing
the Group including those that would threaten its business model, future performance, solvency and liquidity.
We aim to reward MISSION’s shareholders both
through capital growth and dividends. Our focus is
first and foremost on organic growth, and in deploying
the Group’s capital we always aim to support existing
management teams who have demonstrated an ability
to grow their businesses and to achieve consistently
high margins. We constantly strive to enhance our
offer with acquisitions that add new disciplines or
improved services to our Agencies, and we also target
new high-growth market sectors, along with service or
technology opportunities, which meet strict return on
investment criteria.
As well as acquisitions, we also consider launching
new businesses that may require more time to become
established, but which will have a smaller investment
cost and lower risk profile. We continue to develop
our international footprint in response to Client demand
and where we see strong opportunities to leverage
our well-established UK strengths elsewhere in the
world. We look to maintain a balance of equity and
debt financing to give shareholders the advantages
of financial leverage but without placing the Group at
financial risk.
Annual report for the year ended December 2024
48
Annual report for the year ended December 2024
49
Strategic Report
Stakeholder Engagement
The Board takes its Companies Act Section 172 duty to promote
the success of the Group very seriously and considers the
Group’s various stakeholders when making decisions.
Principal decisions
In 2024 the following principal decisions were taken
by the Board: 1) the disposal of April Six (UK) Ltd and its
US based subsidiary (‘April Six’), 2) the proposed equity
placing (‘Placing’) along with its subsequent withdrawal,
3) consideration and rejection of a possible offer for
the Group and 4) the appointment of Mark Lund,
a Non-Executive Director, as interim CEO.
Rationale
As has already been described in these pages and the 2023
Annual Report, the sudden and late reduction in revenues
in the year, combined with a significant extension of the
working capital cycle placed considerable pressure on the
Group’s liquidity position as 2023 unfolded. The threat of
exceeding these facilities and the risk of not passing banking
covenants has seen the Board work with long-time, and
highly supportive, lender NatWest plc on a refinancing plan.
This plan, the ‘Value Restoration Plan’ (VRP), saw the Group
review operational expenditure in order to make significant
improvements to profitability on continuing operations
going into 2024. The Group also considered divestments of
non-core operations and as a result of this review disposed
of Pathfindr Ltd in December 2023.
The Group continued to consider routes to significantly
reduce debt leverage ratios in 2024. In March an equity
placing was explored with a view to raising £4m of new
capital. The level of shareholder dilution that the Placing
would ultimately have delivered was considered to be
significantly higher and of less value to existing shareholders
than exploring other routes to deleverage. As a result the
decision was made to cancel the Placing.
The Group focused efforts on non-core disposals and
specifically the well-regarded, US-led Technology focused
April Six agency. This was considered to be an operation
that would benefit significantly from US-based ownership
and funding for it to be able to step-change its growth.
This divestment reduces exposure to the often volatile
Technology sector and reduces geographical and
management complexity, whilst offering April Six
management improved development opportunities
and providing the Group with a significant cash inflow.
The Board of MISSION is open to proposals that it believes
would enhance shareholder value and deliver benefits to
MISSION's shareholders. In 2024, the Board of MISSION
unanimously rejected a public, revised possible offer for the
Group which it believed to be opportunistic and undervalued
the Group and its prospects. Moreover, it was dilutive to
MISSION's shareholders as it did not reflect the relevant
contributions of each party to the proposed combined group.
Following the resignation of the Group CEO the Nominations
Committee concluded that the appointment of an interim
CEO with strong industry and management experience
would be an important and appropriate means of continuing
the transformational changes being delivered. Mark Lund
possesses these qualities and also has a good understanding
of MISSION. The Committee and Board considered the
governance risks of appointing a Non Executive to this
interim Executive role and concluded that these risks could
be managed on a short-term basis and were outweighed
by the benefits of appointing Mark.
Engagement with stakeholders
An early stage of the VRP was to create a Board sub-
committee, the Value Restoration Committee (VRC) who
were responsible for the delivery of the VRP. This committee
in whole or part met frequently with the Board and its
advisers, bank, shareholders, key Clients, credit insurers
and employee representatives to ensure that there was full
support for the plan at key stages of its execution including
the Placing and alternative deleverage proposals.
Care was taken in particular to engage with key staff as
part of the April Six divestment to ensure buy-in to the
process and also the proposed buyer.
The Board consulted with its financial advisers and engaged
with certain of its shareholders and the bank prior to
rejecting the possible offer for the Group and appointing
an Interim CEO. In all cases above care is taken to ensure
that the views of all stakeholders were considered wherever
it was appropriate to do so.
MISSION’s long established communication processes
remained in place throughout 2024 to ensure effective
interaction with all key stakeholders. Examples of this
include the regular investor engagements led by Giles Lee
supported by the Chair and Group CEO to accompany
communication of the decisions noted above as well as the
full year and interim results. Furthermore the Group CEO
conducted numerous internal ‘Town Hall’ Q&A sessions and
Senior Team meetings to discuss these events and other,
major MISSION-led initiatives.
MISSION’s long established
communication processes
remained in place to ensure
effective interaction with all
key stakeholders throughout
a busy and eventful 2024.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
50
51
Corporate Governance
The Board
David Morgan MBE
Non-Executive Chair
David founded Bray Leino, one of the MISSION
Group’s key Agencies in 1974 and was its CEO until
2008, building it into one of the largest and most
awarded of the UK’s regional agencies. He became
Non-Executive Chair of Bray Leino in 2008 and was
appointed Executive Chair of MISSION in April 2010 –
a position he held until October 2021. He returned as
Non-Executive Chair to MISSION in November 2023.
Giles Lee
Group Chief Financial Officer
Giles joined Bray Leino in 2005 as Group Finance
Director from Merrydown plc. Giles was appointed
Executive Chair of Bray Leino in 2013. He was appointed
to the Board in March 2013 and became Commercial
Director for MISSION in July 2018. As well as providing
commercial support to the Group’s Agencies, Giles has
overseen many acquisitions, strategic investments
and divestments and has considerable experience in
business transformation.
Giles was appointed Group CFO in April 2021.
Mark Lund OBE
Non-Executive Deputy Chair &
Senior Independent Director
Interim Chief Executive Officer
Mark has enjoyed a long career in Advertising
and Marketing both as entrepreneur and corporate
executive. He co-founded independent Top 10
agency DLKW (now Mullen Lowe), was President of
McCann UK and Europe and ran the UK Government’s
marketing centre, the COI. Mark is Non-Executive
Chair of Smart Energy GB and of Asbof which funds
the UK’s self-regulation system for Advertising.
Mark was appointed to the Board in October 2022
and Chairs the Audit & Risk Committee.
As noted in the Stakeholder Engagement report on page
50, after due consideration in December 2024 Mark
was appointed Interim Group Chief Executive Officer.
Eliza Filby
Non-Executive Director
Eliza joined MISSION in January 2022 as a Non-Executive
Director. A writer, speaker, consultant and podcast
host, she is a highly respected expert in ‘Generational
Intelligence’. She has been helping companies
and services understand generational shifts within
politics, society and the workplace, working with
organisations from VICE Media and Warner Brothers
to the UK’s Ministry of Defence and Royal Household.
As well as speaking at the EU’s Human Rights Forum,
the Financial Times CEO Forum and the UK’s House
of Lord’s Select Committee, she has authored books
and written for the Financial Times, Times and City AM.
Eliza was appointed to the Board in January 2021 and
Chairs the Remuneration Committee.
The following Directors represent the committee
responsible for corporate governance compliance:
Dylan Bogg
Chief Creative Officer
As Chief Creative Officer Dylan oversees creative
output for the Group. He had built a successful
business by the age of 24 and this was used as the
bedrock for the launch of Big Communications in
1996 which was acquired by MISSION in 2006.
Dylan is a multi- award-winning creative and was
appointed to the Board in April 2010. He also chairs
the Group-wide Creative Directors’ Forum.
Each of our Executive Directors has had a long career
in marketing communications:
Annual report for the year ended December 2024
53
Annual report for the year ended December 2023
52
Corporate Governance
Directors’ Report – for the year ended 31 December 2024
The Directors present their report and the financial
statements of The MISSION Group plc (“MISSION”)
for the year ended 31 December 2024. The Directors
provide a separate Corporate Governance Report,
which forms part of this Report of the Directors.
Results and Dividends
The Consolidated Income Statement shows the
results for the year. The Directors have proposed
the pausing of the dividend.
Risks and Uncertainties
The Strategic Report sets out the Group’s principal
operating risks and uncertainties. As a communications
Agency group, the main financial risks that arise from
day-to-day activities are credit and currency risk.
Further details on the Group’s capital and financial
risk management are set out in Note 29.
Directors
The following Directors held office during the year:
Dylan Bogg
James Clifton – resigned 31 December 2024
Dr Eliza Filby
Giles Lee
Mark Lund
David Morgan
Fiona Shepherd – resigned 31 December 2024
Directors’ Interests in Shares and Options
The interests of the Directors and their families in the shares of the Company were as follows:
Number of ordinary shares of 10p each.
Growth Share Scheme
A Growth Share Scheme was implemented on 25 June
2021, giving participants the opportunity to subscribe
for Ordinary B shares in The MISSION Marketing
Holdings Limited (the “growth shares”) at a nominal
value. These growth shares can, subject to continued
employment, be exchanged for an equivalent number
of MISSION Ordinary Shares if MISSION’s share price
were to equal or exceed 150p for at least 15 days during
the period from subscription up to 60 days from the
announcement of the Group’s financial results for the
year ending 31 December 2023; if not, they would have
no value.
At the time the scheme was introduced, achieving
the target share price of 150p would have resulted
in dilution to existing shareholders of less than 4%
but would also have represented an increase in market
capitalisation of over 105%. A total of 27 individuals
were invited to participate in the scheme, of which
7 were Board members.
31 December 2023
31 December 2024
Dylan Bogg
1,648,185
1,648,185
James Clifton
562,520
N/A
Dr Eliza Filby
-
-
Giles Lee
1,076,112
1,076,112
Mark Lund
50,000
50,000
David Morgan
5,067,426
5,067,426
Fiona Shepherd
1,309,932
N/A
Details of growth shares held by the Directors are as follows:
Number of Ordinary B shares in The MISSION Marketing Holdings Limited of 0.01p each.
31 December 2023
Awarded in year
31 December 2024
Dylan Bogg
72,727
-
72,727
James Clifton
240,000
-
240,000
Giles Lee
240,000
-
240,000
Fiona Shepherd
240,000
-
240,000
Annual report for the year ended December 2024
Annual report for the year ended December 2024
54
55
Corporate Governance
Directors’ Report for the Year ended 31 December 2024
Share options
There were no unexercised options over shares held by Directors:
Substantial Shareholdings
Other than the Directors’ interests disclosed above,
as at 24 March 2025, notification had been received
of the following interests in 3% or more of the issued
share capital of the Company:
Number
of shares
%
Onward Opportunities
(Dowgate Group Limited)
7,571,786
8.2
Herald Investment Management Ltd
5,778,239
6.3
Objectif Investissement Microcaps FCP
5,330,000
5.8
BGF Investment Management Limited
4,713,501
5.1
Stonehage Fleming Investment
Management Limited
3,190,000
3.5
Share Capital
The issued share capital of the Company at the date
of this report is 92,238,119 Ordinary shares. The total
number of voting rights in the Company is 92,238,119.
Directors’ Indemnity Insurance
The Company purchases insurance to cover its Directors
and Officers against costs they may incur in defending
themselves in legal proceedings instigated against
them as a direct result of duties carried out on behalf
of the Company.
Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance
with applicable law and regulations. Company law
requires the Directors to prepare financial statements
for each financial year. Under that law the Directors
have prepared the Group financial statements in
accordance with International Financial Reporting
Standards (IFRSs) as adopted by the United Kingdom
and the Parent Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards comprising Financial Reporting Standard
FRS 102, the Financial Reporting Standard applicable
in the UK and Republic of Ireland and applicable law).
Under company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of affairs of the Group
and the Company and of the profit or loss of the Group
for that period. In preparing these financial statements,
the Directors are required to:
• Select suitable accounting policies and then apply
them consistently
• Make judgements and accounting estimates that
are reasonable and prudent
• State whether applicable IFRSs as adopted by the
EU have been followed by the Group and FRS 102
by the Parent Company, subject to any material
departures disclosed and explained in the financial
statements, and that the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s and the Group’s transactions
and disclose with reasonable accuracy at any time
the financial position of the Company and the Group
and to enable them to ensure that the financial
statements comply with the Companies Act 2006.
They are also responsible for safeguarding the
assets of the Company and the Group and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’s website. Legislation in
the United Kingdom governing the preparation
and dissemination of financial statements may
differ from legislation in other jurisdictions.
The Directors consider the annual report and accounts,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group and Company’s position,
performance, business model and strategy.
Auditors
PKF Francis Clark have indicated their willingness
to continue in office and, in accordance with the
provisions of the Companies Act 2006, it is proposed
that they be re-appointed auditors to the Company
for the ensuing year.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no
relevant audit information of which the Group’s
auditors are unaware.
Each of the Directors has taken all steps that they
ought to have taken as Directors in order to make
themselves aware of any relevant audit information
and to establish that the Group’s auditors are aware
of that information.
Events Since the End of the Financial Year
Events since the end of the financial year are detailed
in Note 31 of the financial statements.
Stakeholder Engagement
The Company’s Section 172 statement and other details
of stakeholder and employee engagement are set out in
the Stakeholder Engagement report.
Streamlined Energy and Carbon Reporting (“SECR”)
SECR is a sustainability regulation that came into
force on 1 April 2019. It requires organisations to
publicly report on carbon emissions and energy
use, including UK energy use, associated greenhouse
gas emissions, and an appropriate intensity ratio.
SECR is applicable to all quoted companies and
large UK incorporated unquoted companies with
at least 250 employees or annual turnover greater
than £36m and annual balance sheet total greater
than £18m (two criteria or more must apply).
The 2024 information given below is for The MISSION
Group plc and Bray Leino Limited. Bray Leino Limited,
a non-qualifying agency, has been optionally included
for comprehensive reporting and consistency with the
MISSION Group’s internal reporting.
The MISSION Group Plc purchases the electricity
used in some subsidiaries’ offices; however,
this energy and resulting emissions have not been
included because none of the Group’s subsidiaries
qualify for SECR. The energy and emissions of all
subsidiaries are measured annually as part of the
Group’s scope 1, scope 2 and scope 3 carbon footprint.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
56
57
Corporate Governance
Directors’ Report for the Year ended 31 December 2024
2024
2023
Energy consumption: (kWh’000s)
- Electricity
241
269
- Gas
206
250
- Transport fuel
167
197
- Fuel for electricity generation
-
-
Total energy consumption
614
716
Emissions (tCO2e)
Scope 1
Emissions from combustion of gas
in buildings
42.8
52.0
Emissions from combustion of fuel
for transport purposes
18.7
1.6
Scope 2
Emissions from purchased electricity
(location-based method*)
50.3
55.6
Scope 1 & 2
Total Scope 1+2 emissions
111.8
109.2
Scope 3
Emissions from business travel in rental
cars or employee vehicles where company
is responsible for purchasing the fuel
21.4
46.1
Emissions from upstream transport and
distribution losses and excavation and
transport of fuels
33.1
38.1
Total emissions for mandatory reporting
166.3
193.4
Intensity (tCO2e / FTE)
Full Time Equivalent staff numbers
311
323
Intensity ratio: tCO2e / FTE
0.5
0.6
* location-based electricity (Scope 2) emissions use the
average grid fuel mix in the region or country where
the electricity was purchased and consumed. For SECR,
location based is mandatory.
The computations above have been calculated
and verified as accurate by Green Element Limited
and Compare Your Footprint Limited, UK and the
methodology used is in accordance with the GHG
Protocol Corporate Accounting and Reporting
Standard. We see SECR as a wonderful opportunity
and not just another compliance exercise. It gives
us the chance to assess our current emissions and
find ways to reduce them. In 2020 we calculated
our carbon footprint for the first time and certified
Bray Leino as ISO 14001 compliant. All MISSION
companies are signed up to Sustainability Solved
(a coaching platform to enable organisations to
implement their own environmental management
systems) and additional MISSION companies have
the aim of achieving ISO 14001 compliance. We will
continue to comply with environmental legislation
and to monitor and measure our consumption data
with a view to reducing our intensity ratio.
Slavery and Human Trafficking Statement
The Group supports the aims of The Modern Slavery
Act 2015 (“the Act”) and will never knowingly deal
with any organisation which is connected to slavery
or human trafficking. Given the nature of the services
we provide and our high standard of employment
practices, we consider that we are at low risk of
exposure to slavery and human trafficking. We are
not aware of any areas of our operations and supply
chain likely to lead to a breach of the Act.
Annual General Meeting
A notice convening the Annual General Meeting to be
held on Monday 16 June 2025 at 12 noon is enclosed
with this report.
On behalf of the Board
Giles Lee
Group Chief Financial Officer
25 March 2025.
Corporate Governance
Corporate Governance Report
MISSION is a collective of creative Agencies led
by entrepreneurs who encourage an independent
spirit. Our aims and ambitions are set out in the
Strategic Report. Unlike many other groups, our
Agencies, which have mainly come into the Group
via acquisition, often retain their original leaders,
cultures and business practices. MISSION provides
them with the support infrastructure and economies
of scale of a multi-national group. We strongly
believe that this results in a highly personalised
and Client-centric culture which in turn leads to
an expanding and loyal Client base. The role of the
Board in establishing good corporate governance
in the context of this strategy requires making sure
not only that individual Agencies are targeted,
monitored and supported but, equally importantly,
that Agencies cooperate and collaborate with each
other to ensure we are providing the best possible
range of services to help our Clients succeed.
Indeed, it is this sense of cooperation and collaboration
which defines the culture of MISSION and much
of our time as a Board of Directors is devoted to
exploring how this collaboration is optimised.
Board of Directors
The Board has a balance of sector, financial and
public markets skills and experience. Brief profiles
of each member of the Board are set out on pages
52 and 53. Each of our Executive Directors has had
a long career in marketing communications and
brings strong and up to date sector experience.
Our Group Chief Financial Officer and two independent
Non-Executive Directors provide industry, financial and
public market skills and experience and, together with
me, represent the committee responsible for corporate
governance compliance and ensuring that a strong
independent voice is present during Board discussions.
The roles of Chair and Chief Executive are separate,
with the Group Chief Executive having responsibility
for implementing the Group’s strategy, driving growth,
building our brand and delivering sustainable
shareholder value.
Giles Lee was appointed Group Chief Financial Officer
in 2021 and has also in practice retained much of his
previous responsibilities as Group Commercial Director.
In accordance with the QCA Code recommendation,
the company secretary is not also an Executive Director,
with Michael Langford being appointed to the role.
Michael is the Group’s Financial Controller. He is a
Chartered Accountant with suitable training and has
previously assisted the Group Chief Financial Officer
in company secretarial matters.
Our Non-Executive Directors are Mark Lund and
Dr Eliza Filby, both have historically been independent
by virtue of having no executive responsibilities within
the Group. This position is temporarily changed with
Mark Lund acting as Interim Chief Executive Officer
for a short period. Both Mark and Eliza bring a strong
independent voice to Board discussions but also with
an insight into our sector.
Mark has enjoyed a long career in Advertising and
Marketing both as entrepreneur and corporate
executive. He co-founded independent Top 10 agency
DLKW (now Mullen Lowe), was President of McCann
UK and Europe and ran the UK Government’s marketing
centre, the COI. Eliza is a writer, speaker, consultant
and podcast host, she is a highly respected expert in
‘Generational Intelligence’. She has been helping
companies and services understand generational shifts
within politics, society and the workplace, working
with organisations from VICE Media and Warner Brothers
to the UK’s Ministry of Defence and Royal Household.
The Board of The MISSION Group plc (“MISSION”) is collectively
accountable to the Company’s shareholders for good corporate
governance, under David Morgan as Chair.
As an AIM-listed company, MISSION has chosen to apply the
Quoted Companies Alliance (“QCA”) Corporate Governance Code
for Small and Mid-Size Quoted Companies (“the QCA Code”).
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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59
Corporate Governance
Directors’ Report for the Year ended 31 December 2024
Formal evaluations of Board effectiveness are held on
a periodic basis. The most recent evaluation took place
during 2024, was conducted by the Chair, and involved
a combination of self-evaluation and one-to-one
interviews with individual Board members to seek
objective feedback on the balance of skills, behaviours
and effectiveness of the Board as a whole, the Chair
and other Board members. The next evaluation is due
to take place during 2025. External counsel is sought
when considering best-practice review criteria.
The Directors are collectively responsible for the
strategic direction, investment decisions and effective
control of the Group. As part of its recurring business,
the Board receives a financial summary of the Group’s
performance early in the month, comparing revenue
and profit for each Agency with the prior year and
budgets set at the beginning of the year and any
subsequent re-forecasts. This summary is supplemented
by written monthly reports from the Group CEO and
a report from the Group CFO summarising the Group’s
balance sheet health and working capital performance.
Separate reports are received in connection with
non-recurring matters, including written strategic
and financial appraisals of potential investment
opportunities. The Board is satisfied that it receives
information of a quality and to a timetable that
permits it to discharge its duties.
All Directors are subject to election by Shareholders
at the first opportunity after their appointment and
are required to seek re-election every three years.
The Board has established three formal committees
to deal with specific aspects of the Group’s affairs.
These are detailed below. Further to this the Board
established a further, temporary committee,
the Value Restoration Committee to steer the Group
through the restructuring process.
The members of this committee were Mark Lund,
James Clifton and Giles Lee and me.
Audit & Risk Committee
The Audit & Risk Committee consists of two Non-Executive
Directors, with Mark Lund as Chair alongside me.
The Committee considers matters relating to the
reporting of results, financial controls and the cost
and effectiveness of the audit process. The terms
of reference of the Committee can be found in the
Governance section of our website. It aims to meet at
least twice a year with the Group’s external auditors
in attendance. Other Directors attend as required.
The Committee receives from the Group’s auditors
and considers two detailed reports: the Audit Planning
Report which sets out the auditors’ proposed audit
approach, and the Audit Completion Report, towards the
conclusion of the audit fieldwork, which highlights the
main matters considered and arising from the audit work.
The main meeting of the Committee each year reviews
the financial results and disclosures in the annual report.
This meeting is held shortly before the annual results
are published and considers in detail with the Group’s
auditors the principal areas of subjective judgement and
any other matters brought to the Committee’s attention
by the Group’s auditors. The main matters considered
each year are any indications of possible goodwill and/or
investment impairment, going concern and the
application of the Group’s revenue recognition policies.
The Committee is satisfied that the Group’s auditors,
PKF Francis Clark, have been objective and independent
of the Group. The Group’s auditors performed non-audit
services for the Group as outlined in Note 6. The nature
of this work was again predominantly corporate finance
advice and financial due diligence in relation to
prospective acquisitions and disposals and not related
to areas of significant judgement in the accounts.
The work was not carried out by the audit team,
the basis for charging was based on hourly
involvement and no fees were contingent on outcome.
As a consequence, the Committee is satisfied that
the auditors’ objectivity and independence was not
impaired by their non-audit services.
The Board has considered the risks associated with
Mark Lund chairing this committee at the same time
as undertaking the Interim Group CEO role and has
concluded this to be appropriate on a short-term basis.
Remuneration Committee
As outlined in the Strategic Report, strong Client
relationships and quality of staff are key factors in
the success of MISSION, and strenuous efforts are
made to retain and motivate our leadership teams.
The Board maintains a policy of providing executive
remuneration packages that will attract, motivate
and retain Directors and senior executives of the
calibre necessary to deliver the Group’s growth
strategy and to reward them for enhancing shareholder
value. The Remuneration Committee consists of two
independent Non-Executive Directors, with Eliza Filby
taking the role of Chair alongside me. The Committee
determines the remuneration of the Executive Directors
and makes recommendations to the Board with regard
to remuneration policy and related matters.
The Committee meets as and when required and its
terms of reference can be found in the Governance
section of our website. The remuneration and terms
and conditions of appointment of the Non-Executive
Directors are determined by the Board. No Director is
involved in setting his or her own remuneration.
The Committee reviews the components of each Executive
Director’s remuneration package annually. During the
year, these packages consisted of four elements:
• basic salary and benefits,
• performance related bonus linked to the
delivery of profit targets
• share-based incentives, and
• termination packages to outgoing Directors.
With regard to remuneration policy, the Committee
gives specific consideration each year to the nature
and quantum of incentive arrangements to ensure
they remain relevant and effective for the retention
of key staff, including not just Executive Directors
but also senior staff within the Group’s Agencies.
This includes setting the profit targets which trigger
annual performance-related cash bonuses and
approving the allocation of incentives to individuals.
The Committee undertook a detailed review of the
Group’s incentives during 2018, implementing various
changes as a result and no further refinements were
considered necessary in 2024.
The Remuneration Committee approved the latest
Growth Share Scheme in June 2021.
The Committee reviews annually whether or not profit
targets have been met to trigger performance-related
bonuses to Directors and the senior management in
individual Agencies. This evaluation considers both
the Group’s financial performance and individual
Agency performance, and takes place alongside the
finalisation of the annual results. Details of Directors’
remuneration are included in Note 7.
Nomination Committee
The Nomination Committee consists of me, as the
Committee Chairman, and the two Non-Executive
Directors. The Committee is responsible for reviewing
and making proposals to the Board on the appointment
of Directors and meets as necessary. The terms of
reference of the Committee are available on request.
In 2024 the Committee considered the vacancy
created for the Group CEO role by the resignation
of James Clifton and invited Mark Lund to fulfil the
role on an interim basis. Mark Lund was conflicted
and thus recused from this process.
Summary of Directors’ Attendance
Executive Directors are expected to make a full-time
commitment to the Group, whilst Non-Executive
Directors are generally expected to be available to
participate in person at Board meetings and meetings
of the Remuneration, Audit and Nomination Committees.
In addition, they are expected to be available to
discuss matters between these formal meetings.
Where diary clashes or Client commitments conflict
with formal meeting dates, the matters to be addressed
during meetings are discussed with the relevant Director
both before and after the relevant meeting. We estimate
that the time commitment required from our Non-
Executive Directors is roughly 3 days per month.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
60
61
Corporate Governance
Directors’ Report for the Year ended 31 December 2024
Risk Management
Whilst the Directors are collectively responsible for
the effective control of the Group, the Audit & Risk
Committee has primary responsibility for the oversight
of risk. The principal risks and uncertainties facing
the Group are set out in more detail in the Strategic
Report and the Non-Executive Directors periodically
consider whether or not this remains up to date.
Clients and staff represent the key resources and
relationships on which our business relies.
Primary responsibility for maintaining strong Client
relationships and retaining key staff lies with the
Agency CEOs and this is monitored via written
monthly reports and interaction with the Group CEO.
Their day to day involvement with Clients provides
the Board with strong and up to date feedback from
this vital stakeholder group, including lessons to be
learnt from unsuccessful new business pitches.
Periodically, a new service is developed as a result
of this feedback loop. It has also been through Client
feedback that we have embarked on our international
expansion – going where our Clients want us to be.
Potential acquisitions, disposals and changes in
incentive and rewards systems, designed to motivate
and retain key staff, are considered by the full Board
when it meets in person, or via regular informal contact
between meetings.
The Board is responsible for ensuring that the Group
maintains a system of internal financial controls.
The objective of the system is to safeguard Group assets,
ensure proper accounting records are maintained and
that the financial information used within the business
and for publication is timely and reliable. Any such
system can only provide reasonable, but not absolute,
assurance against material loss or misstatement.
All day to day operational decisions are taken initially
by the Executive Directors, in accordance with the
Group’s strategy. The Executive Directors are also
responsible for initiating commercial transactions
and approving payments, save for those relating to
their own employment.
The formal matters reserved for the Board include
certain key internal controls: the specific levels of
delegated authority and the segregation of duties;
the prior approval of all acquisitions; the review of
pertinent commercial, financial and other information
by the Board on a regular basis; the prior approval
of all significant strategic decisions; and maintaining
a formal strategy for business activities.
Assurance over risk management is obtained from
the establishment of management policies and
controls, regular review of individual Agency financial
performance, and the external audit process.
The Board does not consider it necessary to have a
separate internal audit function at the present time; the
internal audit of internal financial controls forms part
of the responsibilities of the Group’s finance function.
On behalf of the board
David Morgan
Chair
25 March 2025
Board Meetings
Remuneration Committee
Audit Committee
Entitled
to attend
Attended
Entitled
to attend
Attended
Entitled
to attend
Attended
Dylan Bogg
13
10
n/a
n/a
n/a
n/a
James Clifton
13
11
n/a
n/a
n/a
n/a
Eliza Filby
13
11
3
3
n/a
n/a
Giles Lee
13
13
n/a
n/a
n/a
n/a
Mark Lund
13
10
n/a
n/a
3
3
David Morgan
13
12
3
3
2
2
Fiona Shepherd
13
11
n/a
n/a
n/a
n/a
Shareholder Communication
We engage in a dialogue with our shareholders and
prospective shareholders via formal meetings and
informal telephone and email contact. In addition,
we provide comprehensive information to investors
on our website, including contact information and
answers to frequently asked questions.
Formal meetings with institutional fund managers
and wealth managers take place throughout the
year but are concentrated on the periods following
our interim and full year results announcements.
We receive collated feedback from these meetings
via our NOMAD, Canaccord Genuity. In addition,
Giles Lee and I speak to representatives of our larger
institutional investors between these formal set
pieces to make sure the dialogue continues and that
we understand their expectations. Private investors
don’t have the benefit of regular formal meetings,
but we make sure we are available to meet shareholders
at our Annual General Meeting and we often continue
a dialogue with them via email. The results of proxy
votes cast at Annual General Meetings can be found
in the Investors section of our website.
Giles Lee and I are, between us, the first point of
contact for any queries raised by shareholders
but, should we fail to resolve any queries, the Senior
Independent Director, Mark Lund, is available to
meet shareholders. I am encouraged to note that,
to date, no such request has been received.
Corporate Culture
The Group has established a statement of corporate
values in order to establish clearly for all stakeholders
what we stand for and how we behave. These values
are: invested, accountable, connected, progressive
and human. However, culture is defined as the internal
expression of brand purpose. In the same document
we stated our brand purpose or Vision as “the preferred
creative partner for real business growth.” This was
supported by a summary of our personality: ”We are
a challenger brand. So we try harder. We look for
solutions where others see problems. We are connected
by the ambition to deliver amazing results for our
Clients. We are driven by the entrepreneurial spirit
that runs through our veins. We celebrate diversity
and treat others how we would wish to be treated
ourselves.” This is the culture to which we aspire.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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63
KEY AUDIT MATTER
RESPONSE AND CONCLUSION
REVENUE RECOGNITION
The Group’s primary revenue streams are outlined in the
accounting policies section. We identified that the revenue
recognition risk relates particularly to the correct treatment
of project fees and success fee arrangements where the
service spans the year end. Assessing the timing of recognition
and valuation of such work involves judgements and estimates
and can be complex.
Our audit work included:
• Assessing and challenging the revenue recognition policies
adopted by the Group to confirm they are appropriate in
the context of the business and in accordance with IFRS15.
• Reviewing a sample of open jobs at the balance sheet
date, including all material jobs, across the Group and
testing existence and cut off.
• Reconciling job reports at the year end to revenue
and profit recognised.
• Reviewed a sample of success fee arrangements,
including all material prospective deals, and tested:
– Where a profit element has been recognised,
all performance obligations have been satisfied; and
– Where revenue was recognised and capped at costs
incurred, the costs included in the calculation were d
irectly attributable to the progress of the contract,
were recoverable, and had not already been compensated
for by another fee.
• Evaluating the recoverability of accrued revenue balances
and testing whether relevant performance obligations have
been satisfied at the year end.
• Assessing the disclosures made in the financial statements,
specifically regarding key judgements in relation to incomplete
success fee arrangements.
As a result of the procedures performed, we are satisfied that
revenue has been correctly recorded.
Financial Statements
Independent Auditor’s Report
Opinion
We have audited the financial statements of The
MISSION Group plc (the “Group”) for the year ended
31 December 2024, which comprise the Consolidated
Income Statement, Consolidated Statement of
Comprehensive Income, the Consolidated Balance
Sheet, the Consolidated Cash Flow Statement,
the Consolidated Statement of Changes in Equity
and the related notes including a summary of
significant accounting policies. The financial reporting
framework that has been applied in their preparation
is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the UK.
In our opinion, the financial statements:
• give a true and fair view of the state of the
Group’s affairs as at 31 December 2024 and
of the Group’s profit for the year then ended;
• have been properly prepared in accordance
with IFRSs as adopted by the UK; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We are independent of the
Group in accordance with the ethical requirements
that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with those
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.
An Overview of the Scope of Our Audit
The scope of our audit and the nature, timing
and extent of audit procedures performed were
determined based on our understanding of the
Group and its environment, including processes
and controls relevant to the financial statements;
our determination of group materiality; and our
risk assessment.
Our risk assessment at Group level considered
incentives and opportunities for fraud, bias, and error,
and also considered areas where the directors are
required to make subjective judgements or estimate
future events that are inherently uncertain. We also
considered sources of change and complexity.
The audit approach changed this year because
ISA 600 'Audits of Group Financial Statements'
was updated in the UK for periods beginning on
or after 15 December 2023. These changes gave us
more flexibility to tailor our approach appropriately
for the Group.
The Group comprises the following entities:
• 18 UK wholly owned subsidiary companies
(1 disposed 31 December 2024);
• 1 UK 51% owned subsidiary company;
• 1 wholly owned US based subsidiary
(disposed 31 December 2024);
• 1 wholly owned Germany based subsidiary;
• 4 wholly owned Asian subsidiaries;
• A 50% owned joint venture;
• A 70% owned Asian subgroup comprising 5
locally incorporated trading companies; and
• 3 UK holding companies.
Revenue recognition is controlled and managed
within sub-divisions of agencies. We performed
separate audit procedures responsive to revenue
risks across each material sub-division, covering 21
reporting components. We determined that it was
not necessary to engage with component auditors
for entities based overseas, as our audit procedures
provided sufficient evidence to support our opinion.
Other areas of profit and loss are accounted for
by the Group's shared service function, which serves
24 of the 34 reporting components. Our work on
these profit and loss areas was combined across
those components.
Our audit plan was discussed with the Board Audit
Committee in January 2025 and updates were
provided at later stages of the audit. We executed
the planned approach and concluded based on the
results of our testing, ensuring that sufficient audit
evidence had been obtained to support our opinion.
We discussed our approach and the results of our audit
with the Board Audit Committee. We also discussed the
key audit matters at the conclusion of the audit.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, including those which had
the greatest effect on:
• The overall audit strategy;
• The allocation of resources in the audit; and
• Directing the efforts of the engagement team.
These matters were addressed in the context of
our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Independent Auditor’s Report
to the Members of The MISSION Group plc
Annual report for the year ended December 2024
Annual report for the year ended December 2024
64
65
Financial Statements
Independent Auditor’s Report
Conclusions Relating to Going Concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the directors’ assessment
of the group’s ability to continue to adopt the
going concern basis of accounting included:
• Reviewing and challenging management’s
assessment of going concern and key assumptions
(including assessment at the planning stage
of the audit process). Our work included assessing
the timing, completeness and value of cashflows
in the forecast models. We also tested the integrity
and mathematical accuracy of the models used;
• Reviewing and assessing the appropriateness
of management’s sensitivity analysis including
changes in revenue and related cashflows;
• Considering the availability of bank facilities,
including new bank facilities in draft form at the
date of these accounts, and expected headroom
based on the forecast over the next 12 months;
• Evaluating the reliability of the forecast through
discussion with management, review of post year
end trading and considering the historical reliability
of forecasts compared to actual results; and
• Reviewing going concern related disclosures in the
financial statements to ensure they are appropriate.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
Our Application of Materiality
Misstatements, including omissions, are considered
to be material if individually or in aggregate,
they could reasonably be expected to influence
the economic decisions of users taken on the basis
of the financial statements. We use quantitative
thresholds of materiality, together with qualitative
assessments in planning the scope of our audit,
determining the nature, timing and extent of our
audit procedures and in evaluating the results of
our work.
Based on our professional judgement, we determined
materiality for the financial statements as a whole
as follows:
KEY AUDIT MATTER
RESPONSE AND CONCLUSION
GOODWILL IMPAIRMENT
The impairment review of the Group’s carrying value
of Goodwill is one of the main areas of estimation.
At 31 December 2024, the carrying value of goodwill
in the Group balance sheet was £78m (2023: £88m).
We identified that the audit risk relates to testing that
management’s impairment review is robust and reliable
in identifying potential impairment, and that the
assumptions made are reasonable.
The key assumptions used by management in assessing
value in use are:
• Budgets and forecasts, and the ability of each cash
generating unit (CGU) to achieve those.
• The discount rate applied (the Group’s weighted
average cost of capital - WACC).
• Assumed growth rate.
Our audit work included:
• Benchmarking the short and long term growth rates to
independent market data to confirm it is appropriate.
• Reviewing the detailed components of the WACC calculation.
• Considering the reasonableness of management’s
assumptions compared with prior periods and changes
in the general economic environment.
• Challenging management’s impairment assessment,
with a specific focus on the most sensitive agencies.
Our key areas of challenge were as follows:
– Comparison of historical financial performance
to prior year forecasts for CGU's and whether
this was indicative of likely under-performance
compared to current forecasts.
– Level of risk within certain CGU EBIT bridges,
after considering likelihood of future cost reductions,
new client wins, general pipeline of work and
historical performance against forecasts.
• Assessing the disclosures made in the financial statements,
specifically regarding the RJW & Partners CGU.
We are in agreement that goodwill does not materially require
impairment at the balance sheet date.
MATERIALITY MEASURE
GROUP
Overall materiality
Performance materiality
£272,000 (2023: £299,000)
£190,000 (2023: £207,000)
Basis for determination
Overall materiality has been set as an average of 5% of Headline
profit before tax for the three years up to and including
2024. This was consistent with the approach used in 2023.
We consider a measure based on historical and current
year results most appropriate to account for market
volatility/economic uncertainty.
We have considered headline profit before tax to be the most
appropriate measure for materiality as it best reflects the
Group’s underlying trading profitability and is a key metric
used by both management and other stakeholders in assessing
the Group’s performance.
Performance materiality is set as 70% (2023: 70%)
of overall materiality.
Misstatements reported to the audit committee
£13,000 (2023: £15,000)
Annual report for the year ended December 2024
Annual report for the year ended December 2024
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67
Other Information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon.
The directors are responsible for the other information
contained within the annual report. Our opinion
on the financial statements does not cover the other
information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the Strategic Report and
the Directors’ Report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic Report and the Directors’ Report
have been prepared in accordance with applicable
legal requirements
Matters on Which we are Required to Report
by Exception
In the light of the knowledge and understanding
of the Group and its environment obtained in the
course of the audit, we have not identified any
material misstatements in the Strategic Report
or the Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on pages 56 and 57, the Directors
are responsible for the preparation of the financial
statements and for being satisfied that they give
a true and fair view, and for such internal control
as the Directors determine is necessary to enable
the preparation of the financial statements that
are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Financial Statements
Independent Auditor’s Report
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
We obtained an understanding of the legal and
regulatory framework applicable to the group and
the industry in which it operates. We identified the
principal risks of non-compliance with laws and
regulations as relating to breaches around health
and safety and General Data Protection Regulation.
We also considered those laws and regulations
that have a direct impact on the preparation of
the financial statements such as financial reporting
legislation (including the Companies Act 2006)
and taxation legislation. We considered the extent
to which any non-compliance with these laws and
regulations may have a negative impact on the
group’s ability to continue trading and the risk of a
material misstatement in the financial statements.
We also evaluated management’s incentives
and opportunities for fraudulent manipulation
of the financial statements and determined that
the principal risks related to goodwill impairment
and revenue recognition.
Based on this understanding we designed
our audit procedures to identify irregularities.
Our procedures involved the following:
• Both goodwill impairment and revenue
recognition were assessed as Key Audit Matters
and our work in respect of them is detailed above.
• We made enquiries of senior management as
to their knowledge of any non-compliance or
potential non-compliance with laws and regulations
that could affect the financial statements. As part
of these enquiries we also discussed with management
whether there have been any known instances
of material fraud, of which there were none.
• We identified the individuals with responsibility
for ensuring compliance with laws and regulations
and discussed with them the procedures and
policies in place.
• We reviewed minutes of meetings of Senior
Management and those charged with governance.
• We challenged the assumptions and
judgements made by management in
its significant accounting estimates.
• We audited the risk of management override
of controls, including through substantively
testing journal entries and other adjustments
for appropriateness, and evaluating the business
rationale of significant transactions outside
the normal course of business.
Because of the inherent limitations of an audit,
there is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements. The risk of not detecting
a material misstatement due to fraud is higher
than the risk of not detecting one resulting from
error, as fraud may involve deliberate omissions,
collusion, forgery, misrepresentations, or the override
of internal controls. We are also less likely to become
aware of instances of non-compliance with laws and
regulations that are not closely related to events and
transactions reflected in the financial statements.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of Our Report
This report is made solely to the Company’s
shareholders, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we
might state to the Company’s shareholders those
matters we are required to state to them in an
audit report and for no other purpose. To the
fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the
Company and the Company’s shareholders as a
body for our audit work, for this report, or for the
opinions we have formed.
Duncan Leslie FCA
(Senior Statutory Auditor)
PKF Francis Clark
Statutory Auditor
23 Royal William Yard
Melville Building East, Unit 18
Plymouth
PL1 3GW
25 March 2025
Annual report for the year ended December 2024
Annual report for the year ended December 2024
68
69
Continuing
operations
2024
Discontinued
operations
2024*
Total
2024
Continuing
operations
2023
Discontinued
operations
2023**
Total
2023
Note
£’000
£’000
£’000
£’000
£’000
£’000
TURNOVER
2
158,662
31,650
190,312
161,388
34,500
195,888
Cost of sales
(82,746)
(19,882)
(102,628)
(87,052)
(22,286)
(109,338)
OPERATING INCOME
2
75,916
11,768
87,684
74,336
12,214
86,550
Headline operating expenses
(68,059)
(10,555)
(78,614)
(67,813)
(13,695)
(81,508)
HEADLINE OPERATING PROFIT /
(LOSS)
7,857
1,213
9,070
6,523
(1,481)
5,042
Goodwill, business and
intangible impairment
3
-
-
-
(10,409)
-
(10,409)
(Loss) / profit on sale of subsidiaries
(Note 22.2)
-
(209)
(209)
-
308
308
Start-up costs
3
(458)
-
(458)
(1,818)
-
(1,818)
Acquisition and disposal adjustments
3
(2,090)
-
(2,090)
(1,652)
-
(1,652)
Restructuring costs
3
(243)
-
(243)
(620)
(95)
(715)
Bank refinancing & equity raise costs
3
(242)
-
(242)
(475)
-
(475)
OPERATING PROFIT / (LOSS)
4,824
1,004
5,828
(8,451)
(1,268)
(9,719)
Share of results of associates and
joint ventures
80
-
80
150
-
150
PROFIT / (LOSS) BEFORE INTEREST
AND TAXATION
4,904
1,004
5,908
(8,301)
(1,268)
(9,569)
Net finance costs
5
(2,962)
(35)
(2,997)
(2,424)
(48)
(2,472)
PROFIT / (LOSS) BEFORE TAXATION
6
1,942
969
2,911
(10,725)
(1,316)
(12,041)
Taxation
8
(1,008)
(703)
(1,711)
(171)
333
162
PROFIT / (LOSS) FOR THE YEAR
934
266
1,200
(10,896)
(983)
(11,879)
Attributable to:
Equity holders of the parent
787
266
1,053
(11,043)
(983)
(12,026)
Non-controlling interests
147
-
147
147
-
147
934
266
1,200
(10,896)
(983)
(11,879)
Basic earnings per share
(pence)
10
0.9
0.3
1.2
(12.3)
(1.1)
(13.4)
Diluted earnings per share
(pence)
10
0.9
0.3
1.2
(12.3)
(1.1)
(13.4)
Headline basic earnings per share
(pence)
10
3.8
(0.1)
3.8
3.3
(1.4)
1.9
Headline diluted earnings per share
(pence)
10
3.8
(0.1)
3.7
3.3
(1.4)
1.9
Financial Statements
Consolidated Financial Statements & Notes
Consolidated Income Statement
For the year ended 31 December 2024
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Continuing
operations
2024
Discontinued
operations
2024
Total
Year to 31
December
2024
Continuing
operations
2023
Discontinued
operations
2023
Total
Year to 31
December
2023
£’000
£’000
£’000
£’000
£’000
£’000
PROFIT / LOSS FOR THE YEAR
934
266
1,200
(10,896)
(983)
(11,879)
Other comprehensive income – items
that may be reclassified separately
to profit or loss:
Exchange differences on translation
of foreign operations
(85)
(413)
(498)
(8)
(263)
(271)
TOTAL COMPREHENSIVE
INCOME / (LOSS) FOR THE YEAR
849
(147)
702
(10,904)
(1,246)
(12,150)
Attributable to:
Equity holders of the parent
725
(147)
578
(11,058)
(1,246)
(12,304)
Non-controlling interests
124
-
124
154
-
154
849
(147)
702
(10,904)
(1,246)
(12,150)
* Discontinued operations in 2024 consist of the results of April Six, sold on 31 December 2024 (see note 22.2)
** Discontinued operations in 2023 include the results of Pathfindr, sold in 2023, and the results of April Six.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
70
71
As at
31 December
2024
As at
31 December
2023
Note
£’000
£’000
FIXED ASSETS
Intangible assets
11
79,622
90,628
Property, plant and equipment
13
2,702
3,209
Right of use assets
14
14,494
16,432
Investments, associates and joint ventures
15
667
587
97,485
110,856
CURRENT ASSETS
Stock
16
2,394
2,981
Trade and other receivables
17
44,378
44,676
Corporation tax receivable
-
447
Cash and short term deposits
18
10,385
4,632
57,157
52,736
CURRENT LIABILITIES
Trade and other payables
19
(35,964)
(45,388)
Corporation tax payable
(745)
-
Bank loans
20
(11)
(21)
Acquisition obligations
22.1
(3,420)
(1,745)
(40,140)
(47,154)
NET CURRENT ASSETS
17,017
5,582
TOTAL ASSETS LESS CURRENT LIABILITIES
114,502
116,438
NON CURRENT LIABILITIES
Bank loans
20
(19,872)
(19,973)
Lease liabilities
21
(14,041)
(15,768)
Acquisition obligations
22.1
(1,239)
(3,720)
Deferred tax liabilities
23
(397)
(524)
(35,549)
(39,985)
NET ASSETS
78,953
76,453
CAPITAL AND RESERVES
Called up share capital
24
9,224
9,102
Share premium account
46,081
45,928
Own shares
25
(191)
(942)
Share-based incentive reserve
26
1,107
1,107
Foreign currency translation reserve
27
64
(888)
Retained earnings
22,507
21,967
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
78,792
76,274
Non-controlling interests
161
179
TOTAL EQUITY
78,953
76,453
Consolidated Balance Sheet
As at 31 December 2024
The financial statements were approved and authorised for issue on 25 March 2025 by the Board of Directors.
They were signed on its behalf by:
Giles Lee, Group Chief Financial Officer
Company registration number: 05733632
Consolidated Cash Flow Statement
For the year ended 31 December 2024
Financial Statements
Consolidated Financial Statements & Notes
Continuing
operations
2024
Discontinued
operations
2024
Total
2024
Continuing
operations
2023
Discontinued
operations
2023
Total
2023
£'000
£'000
£'000
£'000
£'000
£'000
Operating profit / (loss)
4,824
1,004
5,828
(8,451)
(1,268)
(9,719)
Depreciation, amortisation and
impairment charges
4,244
307
4,551
15,008
366
15,374
Increase in the fair value of contingent
consideration on acquisitions
751
-
751
434
-
434
Decrease in the fair value of contingent
consideration on disposals of subsidiaries
213
-
213
-
-
-
Loss / (profit) on sale of subsidiaries
-
209
209
-
(308)
(308)
(Profit) / loss on disposal of property,
plant and equipment and software
and intellectual property
(3)
-
(3)
94
-
94
Non-cash charge for share options,
growth shares and shares awarded,
net of awards settled in cash
-
-
-
79
-
79
(Increase) / decrease in receivables
(2,263)
1,479
(784)
(1,529)
(1,483)
(3,012)
Decrease (increase) in stock
587
-
587
(1,125)
(43)
(1,168)
(Decrease) / increase in payables
(2,944)
(981)
(3,925)
5,707
(1,181)
4,526
OPERATING CASH FLOWS
5,409
2,018
7,427
10,217
(3,917)
6,300
Net finance costs paid
(3,051)
(35)
(3,086)
(2,423)
(48)
(2,471)
Tax paid
(279)
(544)
(823)
(1,105)
(669)
(1,774)
Net cash inflow / (outflow)
from operating activities
2,079
1,439
3,518
6,689
(4,634)
2,055
INVESTING ACTIVITIES
Proceeds on disposal of property, plant
and equipment
24
-
24
2
-
2
Purchase of property, plant and
equipment
(582)
-
(582)
(2,340)
(3)
(2,343)
Investment in software and product
development
(87)
-
(87)
(111)
-
(111)
Acquisitions of, or investments in,
businesses
-
-
-
(397)
-
(397)
Payment relating to acquisitions
made in prior years
(740)
-
(740)
(393)
-
(393)
Cash acquired with subsidiaries
-
-
-
71
-
71
Proceeds on disposal of subsidiaries
-
10,813
10,813
-
1,050
1,050
Cash of subsidiaries disposed of
-
(2,379)
(2,379)
-
-
-
Costs of disposal of subsidiaries
-
(2,207)
(2,207)
-
(187)
(187)
Net cash (outflow) / inflow
from investing activities
(1,385)
6,227
4,842
(3,168)
860
(2,308)
Annual report for the year ended December 2024
Annual report for the year ended December 2024
72
73
Share
capital
Share
premium
Own
shares
Share-
based
incentive
reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
attributable
to equity
holders of
parent
Non-
controlling
interest
Total
equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
9,102
45,928
(994)
1,010
(610)
35,558
89,994
181
90,175
(Loss) / profit
-
-
-
-
-
(12,026)
(12,026)
147
(11,879)
Exchange differences
on translation of
foreign operations
-
-
-
-
(278)
-
(278)
7
(271)
Total comprehensive
(loss) / income for
the year
-
-
-
-
(278)
(12,026)
(12,304)
154
(12,150)
Share option charge
-
-
-
17
-
-
17
-
17
Growth share charge
-
-
-
80
-
-
80
-
80
Shares awarded and
sold from own shares
-
-
52
-
-
(70)
(18)
-
(18)
Dividend paid
-
-
-
-
-
(1,495)
(1,495)
(156)
(1,651)
At 31 December 2023
9,102
45,928
(942)
1,107
(888)
21,967
76,274
179
76,453
Profit for the year
-
-
-
-
-
1,053
1,053
147
1,200
Exchange differences
on translation of
foreign operations
-
-
-
-
(475)
-
(475)
(23)
(498)
Total comprehensive
(loss) / income for
the year
-
-
-
-
(475)
1,053
578
124
702
Realisation on
disposal of subsidiary
-
-
-
-
1,427
-
1,427
-
1,427
New shares issued
122
153
-
-
-
-
275
-
275
Shares awarded and
sold from own shares
-
-
751
-
-
(513)
238
-
238
Dividend paid
-
-
-
-
-
-
-
(142)
(142)
At 31 December 2024
9,224
46,081
(191)
1,107
64
22,507
78,792
161
78,953
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Financial Statements
Consolidated Financial Statements & Notes
Continuing
operation
2024
Discontinued
operations
2024
Total
2024
Continuing
operation
2023
Discontinued
operations
2023
Total
2023
£'000
£'000
£'000
£'000
£'000
£'000
FINANCING ACTIVITIES
Dividends paid
-
-
-
(1,495)
-
(1,495)
Dividends paid to non-controlling interests
(142)
-
(142)
(156)
-
(156)
Payment of lease liabilities
(1,584)
(349)
(1,933)
(1,295)
(525)
(1,820)
(Repayment of) / increase in bank loans
(34)
-
(34)
2,474
-
2,474
Net cash outflow from
financing activities
(1,760)
(349)
(2,109)
(472)
(525)
(997)
(Decrease) / increase in cash
and cash equivalents
(1,066)
7,317
6,251
3,049
(4,299)
(1,250)
Exchange differences on translation
of foreign subsidiaries
(85)
(413)
(498)
(8)
(263)
(271)
Cash and cash equivalents
at beginning of year
4,632
6,153
Cash and cash equivalents
at end of year
10,385
4,632
Consolidated Cash Flow Statement – continued
For the year ended 31 December 2024
Annual report for the year ended December 2024
Annual report for the year ended December 2024
74
75
Turnover represents fees, commissions, rechargeable
expenses and sales of materials performed subject to
specific contracts.
Further details on revenue recognition are detailed
by activity below:
(i) Advertising and ad hoc marketing campaigns
This typically involves fees for strategic planning
and creative concepts through to execution and
delivery of final campaigns. Revenue may consist
of various arrangements, but typically comprises
retainer fees or fixed price contracts, both of which
are recognised over time. Retainer fees are recognised
on a straight-line basis over the term of the contract.
For fixed price contracts, revenue is recognised based
on the actual service provided to the end of the
reporting period as a proportion of the total services
to be provided. This is typically determined based on
third party costs incurred to date and actual labour
hours devoted to date relative to the total expected
costs and labour hours.
(ii) Website, portal or application design and build
(Digital)
The Group derives revenue from designing and building
websites, portals and applications under fixed price
contracts. Revenue is typically recognised over time,
determined by applying the hours devoted to date as
a percentage of total hours expected.
(iii) Software development (Digital)
This revenue stream involves the supply of software
licences and aftersales support. If billed as a single
fixed price fee, each of these services is accounted for
as a separate performance obligation, the transaction
price allocated to each being determined by the
labour hours and cost required to supply each service.
Revenue attributable to the provision of the software is
recognised at a point in time when the software
licence is made available for use by the Client.
Revenue attributable to the aftersales support is
recognised monthly on a straight-line basis over the
period support is to be provided. In some cases,
the contract might also cover the provision of data
migration and training services, but each of these is
separately billed, the revenue being recognised over
time, determined by applying the hours devoted to
date as a percentage of total hours expected.
(iv) Media buying
Revenue is derived from identifying the Client’s media
requirements and managing and placing orders for
the appropriate media. Revenue is typically recognised
at the point in time the media is aired or on the date
of publication.
(v) Exhibitions, events and conferences
Revenue is derived from the design, planning and supply
of exhibition stands, events and conferences. Revenue is
typically recognised over time based on third party costs
incurred to date and actual labour hours devoted to date
relative to the total expected costs and labour hours.
(vi) Learning and training
Revenue is in the form of fixed price fees from planning
and designing training courses and from performing
training courses. Specific training is recognised at a point
in time on the date the training takes place. If the service
provided includes planning and designing the training
course and material, then revenue would be attributed
to this performance obligation and recognised over
time based on third party costs incurred to date and
actual labour hours devoted to date relative to the total
expected costs and labour hours.
(vii) Public Relations
PR revenue is typically derived from retainer fees
and fixed price fees for services to be performed
subject to specific agreement. Revenue under these
arrangements is earned over time, in accordance with
the terms of the contractual arrangement. Retainer
fee revenue is recognised on a straight-line basis over
the period covered by the fee. For ad hoc fixed price
projects, the Group generally applies the hours
devoted to date as a percentage of total hours as the
basis for recognising revenue.
(viii) Success fees in connection with sponsorship
arrangements
Success fee revenue, in the form of commission,
from the arrangement and negotiation of rights deals
or sponsorships, is typically recognised at the point
in time the sponsorship deal is concluded. In the event
the sponsor is identified and the broad terms of a
deal are agreed between rights owner and sponsor,
and the deal is not completed by period end, revenue
is recognised to the extent of costs incurred to date
if it is both probable that the deal will be concluded
and the Group have a right to charge the Client for
the value of the time spent to date.
1. Principal Accounting Policies
Basis of preparation
The Group’s financial statements consolidate the
financial statements of the Company and entities
controlled by the Company (its subsidiaries) made
up to 31 December each year. They have been
prepared in accordance with UK-adopted International
Accounting Standards and on the historical cost
basis. The functional currency of the Group is Pounds
Sterling and the level of rounding applied is £’000.
Basis of consolidation
The results of subsidiaries acquired or disposed of
during the year are included in the Consolidated
Statement of Comprehensive Income from the
effective date of acquisition or up to the effective
date of disposal, as appropriate.
Where necessary, adjustments are made to the
financial statements of subsidiaries to bring accounting
policies used into line with those used by the Group.
All intra-group transactions, balances, income and
expenses are eliminated on consolidation.
Going concern
The Directors have considered the financial projections
and cash flow projections for the Group alongside
the available banking facilities.
The Directors have also considered and understood
the mitigating actions that would be required in the
event of reduced revenue profiles and any consequential
difficulties with covenant compliance. Such potential
mitigating actions would include a review of headcount,
particularly in the areas impacted by any downturn.
This leads the Directors to become satisfied the
available banking facilities provide headroom against
the Group's projected cash flows and the Directors
accordingly consider that it is appropriate to continue
to adopt the going concern basis in preparing these
financial statements.
Turnover and revenue recognition policy
The Group’s operating subsidiaries carry out a range
of different activities. The following policies apply
consistently across subsidiaries.
Revenue is recognised when a performance obligation is
satisfied, in accordance with the terms of the contractual
arrangement. Where there are contracts with a variety
of performance obligations that are distinct, an element
of the transaction price is allocated to each performance
obligation and recognised as revenue as and when
that performance obligation is satisfied. Revenue is
allocated to each of the performance obligations
based on relative standalone selling prices. Typically,
performance obligations are satisfied over time as
services are rendered. The nature of the work is almost
always such that it relates to facts and circumstances
that are specific to the Client, with the result that the
work performed does not create an asset with alternative
use to the Group. Therefore, in accordance with IFRS 15,
even if the Client will receive the benefits of the Group's
performance only when the Client receives the piece of
work, the performance obligation is regarded as being
satisfied over time. The Group is generally entitled to
payment for work performed to date.
Contracts are typically short-term in nature and do
not include any significant financing components.
The Group is generally paid in arrears for its services
and invoices are typically payable within 30 to 60 days.
Where performance obligations have been satisfied
and the recorded turnover exceeds amounts invoiced
to Clients, the excess is classified as accrued income
(within Trade and other receivables). Accrued income
is a contract asset and is transferred to trade
receivables when the right to consideration is
unconditional and billed per the terms of the contractual
agreement. Where amounts invoiced to Clients exceed
recorded turnover, because performance obligations
have not yet been satisfied, the excess is classified as
deferred income (within Trade and other payables).
These balances are considered contract liabilities.
The Group has applied the practical expedient
permitted by IFRS 15 to not disclose the transaction
price allocated to performance obligations unsatisfied
or partially unsatisfied as of the end of the reporting
period as contracts typically have an original expected
duration of a year or less.
The amount of revenue recognised depends on whether
the Group acts as principal or agent. Third party
costs are included in revenue when the Group acts
as principal with respect to the goods or services
provided to the Client and are excluded when the
Group acts as agent, by reference to whether or not
the Group controls the relevant good or service before
it is transferred to the Client.
The Group has not recognised any significant costs
incurred to obtain or fulfil a Client contract as assets
on the balance sheet. Costs to obtain a contract are
typically expensed as incurred as the contracts are
generally short term in nature.
Notes to the Consolidated Financial Statements
Annual report for the year ended December 2024
Annual report for the year ended December 2024
76
77
Financial Statements
Consolidated Financial Statements & Notes
Potential impairment of goodwill
The potential impairment of goodwill is based on
estimates of future cash flows derived from the financial
projections of each cash-generating unit over an initial
three-year period and assumptions about growth
thereafter, discussed in more detail in Note 11.
Contingent payments in respect of acquisitions
and disposals
Contingent consideration, by definition, depends on
uncertain future events. At the time of purchasing a
business, the Directors use the financial projections
obtained during due diligence as the basis for
estimating contingent consideration. In the case of
business disposals, the Directors use the latest financial
projections from detailed budgeting and reforecasting
processes for estimating contingent consideration.
Subsequent estimates benefit from the greater insight
gained in the post-acquisition period and the business’
track record of financial performance. At 31 December
2024 a total of £4.7m acquisition obligations (see Note
22.1) has been recognised in connection with businesses
acquired. Contingent consideration receivable of
£2.0m (see Note 22.2) has been recognised in relation
to businesses disposed of.
Revenue recognition policies in respect of contracts
which straddle the year end
Estimates of revenue to be recognised on contracts
which straddle the year end are typically based on the
amount of time so far committed to those contracts by
reference to timesheets in relation to the total estimated
time to complete them.
Revenue recognised in respect of incomplete contracts
involving commission or success fee arrangements
The Group recognises revenue to the extent of costs
incurred on incomplete contracts which involve
the arrangement and negotiation of rights deals or
sponsorships, when the deal is sufficiently progressed,
as detailed in the revenue recognition accounting policy
note. The Directors apply their judgement as to what costs
can be directly attributable to the contract, whether these
costs generate or enhance resources to be used to satisfy
performance obligations in the future, and whether these
cost are expected to be recovered. A total of £1.4m revenue
has been recognised in 2024 relating to contracts which
are not yet completed at 31 December 2024.
Share-based payment transactions
Equity-settled share-based payments are measured
at fair value at the date of grant. The fair value
determined at the grant date of the equity-settled
share payments is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate
of the number of shares that will eventually vest.
The fair value of nil-cost share options is measured
by use of a Black Scholes model on the grounds
that there are no market-related vesting conditions.
The fair value of Growth Shares is measured by use
of a Monte Carlo simulation model on the grounds
that they are subject to market-based conditions
(the future share price of the Company).
Foreign currencies
Assets and liabilities in foreign currencies are translated
into sterling at the rates of exchange ruling at the
balance sheet date. Transactions in foreign currencies
arising from normal trading activities are translated
into sterling at the rate of exchange ruling at the date
of the transaction. Exchange differences are reflected
in the profit or loss accordingly.
The income statements of overseas subsidiary
undertakings are translated at average exchange
rates and the year-end net assets of these companies
are translated at year-end exchange rates. Exchange
differences arising from retranslation of the opening
net assets are reported in the Consolidated Statement
of Comprehensive Income.
Property, plant and equipment
Tangible fixed assets are stated at cost less accumulated
depreciation. Depreciation is provided on all property,
plant and equipment at rates calculated to write off the
cost, less estimated residual value based on prices
prevailing at the date of acquisition, of each asset evenly
over its expected useful economic life, as follows:
Short leasehold improvements
Period of the lease
Motor vehicles
25% per annum
Fixtures, fittings and office equipment 10-33% per annum
Computer equipment
25-33% per annum
Stock
Stock is stated at the lower of cost and net realisable
value and includes the costs of direct materials and
purchases, and the costs of direct labour. Net realisable
value is based on estimated invoice value less further
costs expected to be incurred to completion.
(ix) Cinema voucher / ticket sales
Revenue from the sale of cinema tickets, which
are purchased in bulk at reduced prices by the
Group, and then sold to end users at a markup,
is recognised at the point in time the tickets /
vouchers are sold to the end user.
Goodwill and other intangible assets
Goodwill
Goodwill arising from the purchase of subsidiary
undertakings and trade acquisitions represents
the excess of the total cost of acquisition over the
Group’s interest in the fair value of the identifiable
assets, liabilities and contingent liabilities of the
subsidiary acquired. The total cost of acquisition
represents both the unconditional payments made
in cash and shares on acquisition and an estimate
of future contingent consideration payments to
vendors in respect of earn-outs.
Goodwill is not amortised but is reviewed annually
for impairment. Goodwill impairment is assessed
by comparing the carrying value of goodwill for
each cash-generating unit to the future cash flows,
discounted to their net present value using an
appropriate discount rate, derived from the relevant
underlying assets.
Where the net present value of future cash flows
is below the carrying value of goodwill, an impairment
adjustment is recognised in profit or loss and is not
subsequently reversed.
Other intangible assets
Other intangible assets separately identified as
part of an acquisition are amortised over periods
of between 2 and 10 years, except certain brand
names which are considered to have an indefinite
useful life. The value of such brand names is not
amortised, but rather an annual impairment test
is applied and any shortfall in the present value
of future cash flows derived from the brand name
versus the carrying value is recognised in profit
and loss. Amortisation and impairment charges
are excluded from headline profit.
Other intangible assets also include costs associated
with the development of identifiable software and
other products. Development expenditure is capitalised
only if the expenditure can be measured reliably,
the product or process is technically and commercially
feasible, future economic benefits are probable and the
Group intends to and has sufficient resources available
to complete development and to use or sell the asset.
Otherwise, it is recognised in profit or loss as incurred.
Development expenditure includes all directly related
costs, including internal staff costs and an element
of directly attributable overheads. Expenditure on
research and sales related activities is recognised in
profit or loss. Subsequent expenditure is capitalised
only when it increases the future economic benefits
embodied in the specific asset to which it relates.
These assets are carried at cost less accumulated
amortisation and are amortised over periods of
between 3 and 5 years. Impairments are recognised
if the carrying amount of an asset exceeds the
recoverable amount. Amortisation of software
and product development costs is included within
operating expenses.
Contingent consideration payments
The Directors manage the financial risk associated
with making business acquisitions by structuring the
terms of the acquisition, wherever possible, to include
an element of the total consideration payable for the
business which is contingent on its future profitability
(i.e. earn-out). Contingent consideration is initially
recognised at its estimated fair value based on a
reasonable estimate of the amounts expected to be
paid. Changes in the fair value of the contingent
consideration that arise from additional information
obtained during the first twelve months from the
acquisition date, about facts and circumstances
that existed at the acquisition date, are adjusted
retrospectively, with corresponding adjustments
against goodwill. The fair value of contingent
consideration is reviewed annually and subsequent
changes in the fair value are recognised in profit or
loss but excluded from headline profits.
In the case of business disposals that include an
element of the total consideration payable for the
business which is contingent on its future profitability,
contingent consideration is initially recognised at its
estimated fair value based on a reasonable estimate
of the amounts expected to be paid, and is reviewed
annually, with any changes in fair value recognised
in profit or loss but excluded from headline profits.
Accounting estimates and judgements
The Group makes estimates and judgements concerning
the future and the resulting estimates may, by definition,
vary from the actual results. The Directors considered
the critical accounting estimates and judgements used
in the financial statements and concluded that the
main areas of judgement are, in order of significance:
Annual report for the year ended December 2024
Annual report for the year ended December 2024
78
79
Financial Statements
Consolidated Financial Statements & Notes
2. Segmental Information
IFRS 15: Revenue from Contracts with Customers requires the disaggregation of revenue into categories that depict how
the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Board has
considered how the Group’s revenue might be disaggregated in order to meet the requirements of IFRS 15 and has
concluded that the segmentation disclosures set out below represent the most appropriate categories of disaggregation.
The Board considers that neither differences between sales channels and markets nor differences between contract
duration and the timing of transfer of goods or services are sufficiently significant to require further disaggregation.
For management purposes the Board monitors the performance of its individual agencies and groups them into service
segments based on the sectors in which they operate. Each reportable segment therefore includes a number of agencies
with similar characteristics.
The Board assesses the performance of each segment by looking at turnover, operating income and headline operating
profit. The headline operating profit shown below is after the reallocation to the agencies of certain head office costs
relating to the Shared Services function. These costs include a significant portion of the total operating costs which are
now centrally managed.
The Board does not review the assets and liabilities of the Group on a segmental basis. A segmental breakdown
of assets and liabilities is therefore not disclosed.
Business &
Corporate
Consumer
& Lifestyle
Health &
Wellness
Property
Sports &
Entertainment
Technology
& Mobility
MISSION
Advantage
& Central
Investments
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year to 31
December 2024
Turnover
Continuing
operations
65,883
24,256
4,412
33,019
8,374
5,503
17,215
-
158,662
Discontinued
operations
-
-
-
-
-
31,650
-
-
31,650
Total Group
65,883
24,256
4,412
33,019
8,374
37,153
17,215
-
190,312
Operating
income
Continuing
operations
21,676
18,289
3,539
15,554
6,801
2,675
7,382
-
75,916
Discontinued
operations
-
-
-
-
-
11,768
-
-
11,768
Total Group
21,676
18,289
3,539
15,554
6,801
14,443
7,382
-
87,684
Headline
operating
profit / (loss)
Continuing
operations
2,806
1,761
437
3,536
1,010
83
(1,776)
-
7,857
Discontinued
operations
-
-
-
-
-
1,213
-
-
1,213
Total Group
2,806
1,761
437
3,536
1,010
1,296
(1,776)
-
9,070
Financial instruments
Financial assets and financial liabilities are recognised
on the Group’s balance sheet when the Group becomes
a party to the contractual provisions of the instrument.
Issue costs are offset against the proceeds of such
instruments. Financial liabilities are released to income
when the liability is extinguished.
Leases
The Group recognises a right of use asset and
a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short
term leases (defined as leases with a term of 12 months
or less) and leases of low value assets. For these leases,
the Group recognises the lease payments as an operating
expense on a straight-line basis over the lease term.
Lease incentives are spread over the term of the lease.
The lease liability is presented as a separate line in
the Consolidated Balance Sheet. The lease liability is
initially measured at the present value of all future lease
payments, discounted at the rate implicit in the lease,
or if this rate is not readily determined, the incremental
borrowing rate of the Group. Lease payments included
in the measurement of the lease liability include:
• fixed and variable lease payments, less any
lease incentives;
• the amount expected to be payable by the lessee
under residual value guarantees;
• the exercise price of purchase options, if the lessee
is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease,
if the lease term reflects the exercise of an option
to terminate the lease.
The lease liability is subsequently measured by increasing
the carrying amount to reflect interest on the lease liability
(using the effective interest rate method) and by reducing
the carrying amount by any lease payments made.
The Group remeasures the lease liability and makes
a corresponding adjustment to the related right of use
asset whenever:
• the lease term has changed or there is a change in the
assessment of exercise of a purchase option; or
• a lease contract is modified and the lease modification
is not accounted for as a separate lease
in which case the liability is remeasured by discounting
the revised lease payments using a revised discount rate.
The right of use assets are presented as a separate
line in the Consolidated Balance Sheet. The right of
use assets comprise the initial measurement of the
corresponding lease liability, lease payments made at
or before the commencement day of the lease and any
initial direct costs. They are subsequently measured
at cost less accumulated depreciation and impairment
losses. Whenever the Group incurs an obligation for costs
to dismantle and remove a leased asset, restore the site
on which it is located or restore the underlying asset to
the condition required by the terms and conditions of the
lease, a provision is recognised and measured under IAS
37. The costs are included in the related right of use asset.
Right of use assets are depreciated over the shorter
period of lease term and useful life of the underlying
asset, unless a lease transfers ownership of the
underlying asset or the cost of the right of use assets
reflects that the Group expects to exercise a purchase
option, in which case the right of use asset is depreciated
over the useful life of the underlying asset. The
depreciation starts at commencement of the lease.
Deferred taxation
Deferred tax is the tax expected to be payable
or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance
sheet liability method.
Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent it is probable that taxable profits
will be available against which deductible temporary
differences can be utilised.
Where material intangible assets are recognised on
acquisition which will be amortised over their useful lives,
a deferred tax liability is also recognised and released
against income over the corresponding period.
New standards, interpretations and amendments
to existing standards
There are no new or amended standards or interpretations
that impact the Group’s financial statements.
At the date of authorisation of these financial statements,
certain new standards, amendments, and interpretations
to existing standards have been published by the IASB but
are not yet effective and have not been adopted early by
the Group. No new standards in issue but not yet effective
are expected to have a material impact on the Group.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
80
81
Financial Statements
Consolidated Financial Statements & Notes
Geographical segmentation
The following table provides an analysis of the Group’s operating income by region of activity:
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
UK
77,345
75,278
USA
7,551
7,688
Asia
2,609
3,340
Rest of Europe
179
244
87,684
86,550
Business &
Corporate
Consumer
& Lifestyle
Health &
Wellness
Property
Sports &
Entertainment
Technology
& Mobility
MISSION
Advantage
& Central
Investments
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year to 31
December 2023
Turnover
Continuing
operations
67,215
26,128
4,438
30,983
10,373
6,814
15,437
-
161,388
Discontinued
operations
-
-
-
-
-
34,062
-
438
34,500
Total Group
67,215
26,128
4,438
30,983
10,373
40,876
15,437
438
195,888
Operating
income
Continuing
operations
20,785
18,195
3,949
15,038
6,675
3,100
6,594
-
74,336
Discontinued
operations
-
-
-
-
-
11,984
-
230
12,214
Total Group
20,785
18,195
3,949
15,038
6,675
15,084
6,594
230
86,550
Headline
operating
profit / (loss)
Continuing
operations
2,831
1,322
712
2,303
1,368
326
(2,339)
-
6,523
Discontinued
operations
-
-
-
-
-
(43)
-
(1,438)
(1,481)
Total Group
2,831
1,322
712
2,303
1,368
283
(2,339)
(1,438)
5,042
As contracts typically have an original expected duration of less than one year, the full amount of the accrued income
balance at the beginning of the year is recognised in revenue during the year. The vast majority of turnover
is recognised over time.
2. Segmental Information – continued
Annual report for the year ended December 2024
Annual report for the year ended December 2024
82
83
Financial Statements
Consolidated Financial Statements & Notes
In 2023, goodwill, business and intangible impairment costs related to the impairment of Story UK Ltd, Story Agency
Ltd, Krow Agency Ltd and Krow Communications Ltd goodwill and the write off of the MISSION Brand Bonding Index
intangible asset.
Start-up costs derive from organically started businesses or loss-making businesses acquired and comprise the trading
losses of such entities until the earlier of two years from commencement or when they show evidence of becoming
sustainably profitable. Start-up costs in 2023 related the trading losses of the Livity youth-marketing offer acquired
in 2022, the launch of Turbine, an integrated Growth Media agency, specialising in owned, earned and paid media
for consumer facing brands, the trading losses of BLS China launched in 2023, as well as costs associated with the
4. Acquisition and Disposal Adjustments
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Movement in fair value of contingent consideration on acquisitions
(751)
(434)
Movement in fair value of consideration on disposals
(213)
-
Amortisation of other intangibles recognised on acquisitions
(685)
(942)
Acquisition transaction costs expensed
(441)
(276)
(2,090)
(1,652)
The movement in fair value of contingent consideration on acquisitions relates to a net upward (2023: upward)
revision in the estimate payable to vendors of businesses acquired. This upward revision is driven by improved
performance by the recent acquisitions. The movement in fair value of consideration on disposals relates to a
net downward revision in the estimate receivable from the sale of Pathfindr. Acquisition transaction costs relate
to professional fees in connection with acquisitions made or contemplated, including reverse acquisitions.
The increase in net interest on bank loans, overdrafts and deposits in the period is driven primarily by an increase
in the interest rate payable on the bank debt following general increases in interest rates by the BOE and higher
margins payable on the new revolving credit facility entered into on 27 March 2024.
5. Net Finance Costs
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Net interest on bank, overdrafts, and deposits
(2,020)
(1,795)
Amortisation of bank debt arrangement fees
(44)
(45)
Interest expense on lease liabilities
(843)
(632)
Headline net finance costs
(2,907)
(2,472)
Accelerated amortisation of debt arrangement fees (Note 3)
(90)
-
Net Finance Costs
(2,997)
(2,472)
3. Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from the reported figures, provide a better
understanding of the underlying trading of the Group.
Year ended
31 December
2024
Year ended
31 December
2023
PBT
£’000
PAT
£’000
PBT
£’000
PAT
£’000
From continuing and discontinued operations
Headline profit
6,243
3,570
2,720
1,855
Goodwill, business and intangible impairment
-
-
(10,409)
(10,381)
(Loss) / profit on sale of subsidiary (Note 22.2)
(209)
343
308
355
Start-up costs
(458)
(390)
(1,818)
(1,363)
Acquisition and disposal related items (Note 4)
(2,090)
(1,831)
(1,652)
(1,453)
Restructuring costs
(243)
(243)
(715)
(536)
Bank refinancing and equity raise costs
(332)
(249)
(475)
(356)
Reported profit / (loss)
2,911
1,200
(12,041)
(11,879)
From continuing operations
Headline profit
5,065
3,647
4,249
3,122
Goodwill, business and intangible impairment
-
-
(10,409)
(10,381)
Start-up costs
(458)
(390)
(1,818)
(1,363)
Acquisition and disposal related items (Note 4)
(2,090)
(1,831)
(1,652)
(1,453)
Restructuring costs
(243)
(243)
(620)
(465)
Bank refinancing and equity raise costs
(332)
(249)
(475)
(356)
Reported profit / (loss)
1,942
934
(10,725)
(10,896)
From discontinued operations
Headline profit / (loss)
1,178
(77)
(1,529)
(1,267)
Restructuring costs
-
-
(95)
(71)
(Loss) / profit on sale of subsidiary (Note 22.2)
(209)
343
308
355
Reported profit / (loss)
969
266
(1,316)
(983)
early-stage foundation of performance marketing and data science capabilities. Start-up costs in 2024 consist of
further costs relating to the launch of Turbine and the launch of the US and Saudi offices of the Influence business.
Restructuring costs in 2023 comprised costs of closing down the April Six Singapore office, and redundancy, PILON
and TUPE related costs associated with restructuring and right sizing of various business units in the last quarter of
the year following the downgraded full year profit expectation announced to the market. In 2024, restructuring costs
consist of the costs of shutting down the BLS China office.
Bank refinancing and equity raise costs in 2023 consisted of fees from various consulting and legal firms used to
assist and advise the bank in the refinancing process, and other related costs associated with this process. Costs in
2024 consist of further such expenses, accelerated bank debt arrangement fees (see note 5) and fees from various
consulting and legal firms advising and assisting in the Board’s consideration of an equity issue.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
84
85
Financial Statements
Consolidated Financial Statements & Notes
6. Profit Before Taxation
Profit or loss on ordinary activities before taxation is stated after charging / (crediting):
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Depreciation of owned tangible fixed assets
1,067
1,171
Depreciation expense on right of use assets
2,513
2,612
Amortisation of intangible assets recognised on acquisitions
685
942
Amortisation of other intangible assets
286
353
Expense relating to short term leases
86
388
Expense relating to low value leases
27
29
Income from subleasing right of use assets
(95)
(153)
Staff costs (Note 7)
60,071
63,095
Bad debts and net movement in provision for bad debts
187
(5)
Auditors’ remuneration
420
267
(Profit) / loss on foreign exchange
(208)
589
Auditors’ remuneration may be analysed by:
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Audit of Group’s annual report and financial statements
71
62
Audit of subsidiaries
168
138
Audit related assurance services
7
6
Corporate finance
174
61
420
267
7. Employee Information
The average number of Directors and staff employed by the Group during the year analysed by segment,
was as follows:
Year to
31 December
2024
Year to
31 December
2023
Number
Number
Business & Corporate
272
235
Consumer & Lifestyle
179
205
Health & Wellness
31
31
Property
196
190
Sports & Entertainment
63
63
Technology & Mobility
119
143
MISSION Advantage & Central
194
196
Investments
-
21
1,054
1,084
The aggregate employee costs of these persons included in operating expenses were as follows:
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Wages and salaries
51,968
54,538
Social security costs
6,026
6,327
Pension costs
2,077
2,133
Share based payment expense
-
97
Total employee costs
60,071
63,095
The Group operates twenty three (2023: twenty four) defined contribution pension schemes. The pension cost charge
for the year represents contributions payable by the Group to the schemes. At the end of the financial year outstanding
contributions amounted to £301,000 (2023: £289,000).
5. Net Finance Costs – continued
The increase in interest expense on lease liabilities in the period is the result of the general increase in interest rates
and increase in Right of Use Assets and Lease Liabilities following the entering into of new leases, most notably the
new London office.
Following the reduction in full year profit expectations announced to the market last year, the Group agreed a new
revolving credit facility on 27 March 2024 and incurred additional bank debt arrangement fees that are being
amortised over the period of the new facility. In addition, the remaining unamortised bank debt arrangement fees
relating to the replaced facility were fully written off during the period. These additional bank debt arrangement
fees, over and above what would have been amortised had the Group not refinanced, amounting to £90,000,
have been classified as a headline adjustment.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
86
87
Financial Statements
Consolidated Financial Statements & Notes
Directors’ Remuneration
Directors’ remuneration is derived from their role as either a Board member of MISSION or as an Executive Director
of one of the Group’s Agencies. Remuneration for the year was as follows (all amounts in £’000):
Salary / Fees
Performance
-related
payments
Benefits
Pension
Total
2024
Total
2023
As Board Directors
David Morgan
(Chair from 24 November 2023)
155
-
-
-
155
20
Dylan Bogg
168
-
11
10
189
190
James Clifton
(Chief Executive to 31 December 2024)
340
-
10
26
376
354
Eliza Filby
45
-
-
-
45
45
Mark Lund
(Interim CEO)
160
-
-
3
163
103
Giles Lee
(Chief Financial Officer)
250
24
9
19
302
274
Fiona Shepherd
(to 31 December 2024)
240
610*
6
24
880
365
Former Directors
Julian Hanson-Smith
(Chair to 24 November 2023)
-
-
-
-
-
73
Sue Mullen
(to 12 January 2023)
-
-
-
-
-
-
Total
1,358
634
36
82
2,110
1,424
8. Taxation
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Current tax:
UK corporation tax at 25.00% (2023: 23.52%)
522
(123)
Adjustment for prior periods
91
45
Foreign tax on profits of the period
1,225
135
1,838
57
Deferred tax:
Current year originating temporary differences
(127)
(219)
Tax charge / (credit) for the year
1,711
(162)
Factors Affecting the Tax Charge for the Current Year:
The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax in the UK.
The differences are:
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Profit / (loss) before taxation
2,911
(12,041)
Profit on ordinary activities before tax at the standard rate
of corporation tax of 25.00% (2023: 23.52%)
728
(2,832)
Effect of:
Rate changes
-
(11)
Non-deductible expenses / income not taxable
331
2,696
Depreciation (lower than) / in excess of capital allowances
-
(5)
Differences in overseas tax rates
682
(23)
Adjustments in respect of prior periods
91
45
Other differences
(121)
(32)
Actual tax charge / (credit) for the year
1,711
(162)
* The performance related payment to Fiona Shepherd is a bonus payable in connection with the successful sale of April Six.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
88
89
Financial Statements
Consolidated Financial Statements & Notes
9. Dividends
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Amounts recognised as distributions to equity holders in the year:
Interim dividend of nil (2023: nil) per share
-
-
Final dividend of nil (2023: 1.67 pence) per share
-
1,495
-
1,495
The Board has made the decision to pause further dividend payments until balance sheet strength is restored.
10. Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the following data, determined in accordance
with the provisions of IAS 33: Earnings Per Share.
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Earnings
Reported profit / (loss) for the year
From continuing and discontinued operations
1,200
(11,879)
Attributable to:
Equity holders of the parent
1,053
(12,026)
Non-controlling interests
147
147
1,200
(11,879)
From continuing operations
934
(10,896)
Attributable to:
Equity holders of the parent
787
(11,043)
Non-controlling interests
147
147
934
(10,896)
From discontinued operations
266
(983)
Attributable to:
Equity holders of the parent
266
(983)
Non-controlling interests
-
-
266
(983)
Headline earnings (Note 3)
From continuing and discontinued operations
3,570
1,855
Attributable to:
Equity holders of the parent
3,423
1,708
Non-controlling interests
147
147
3,570
1,855
From continuing operations
3,647
3,122
Attributable to:
Equity holders of the parent
3,500
2,975
Non-controlling interests
147
147
3,647
3,122
Annual report for the year ended December 2024
Annual report for the year ended December 2024
90
91
Financial Statements
Consolidated Financial Statements & Notes
Year to 31
December
2024
Year to 31
December
2023
£’000
£’000
From discontinued operations
(77)
(1,267)
Attributable to:
Equity holders of the parent
(77)
(1,267)
Non-controlling interests
-
-
(77)
(1,267)
Number of shares
Weighted average number of Ordinary shares for the purpose
of basic earnings per share
91,140,375
89,549,143
Dilutive effect of securities:
Employee share options
242,121
341,144
Weighted average number of Ordinary shares for the purpose
of diluted earnings per share
91,382,496
89,890,287
Reported basis
From continuing and discontinued operations
Basic earnings per share (pence)
1.2
(13.4)
Diluted earnings per share (pence)
1.2
(13.4)
From continuing operations
Basic earnings per share (pence)
0.9
(12.3)
Diluted earnings per share (pence)
0.9
(12.3)
From discontinued operations
Basic earnings per share (pence)
0.3
(1.1)
Diluted earnings per share (pence)
0.3
(1.1)
Headline basis:
From continuing and discontinued operations
Basic earnings per share (pence)
3.8
1.9
Diluted earnings per share (pence)
3.7
1.9
From continuing operations
Basic earnings per share (pence)
3.8
3.3
Diluted earnings per share (pence)
3.8
3.3
From discontinued operations
Basic earnings per share (pence)
(0.1)
(1.4)
Diluted earnings per share (pence)
(0.1)
(1.4)
A reconciliation of the profit after tax on a reported basis and the headline basis is given in Note 3.
11. Intangible Assets
31 December
2024
31 December
2023
£’000
£’000
Goodwill
77,752
87,857
Other intangible assets
1,870
2,771
79,622
90,628
Goodwill
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
Cost
At 1 January
104,426
102,486
Recognised on acquisition of subsidiaries
-
1,920
Disposal of subsidiaries (see Note 22.2)
(9,987)
-
Adjustment to consideration / net assets acquired
(118)
20
At 31 December
94,321
104,426
Impairment adjustment
At 1 January
16,569
6,273
Impairment during the year
-
10,296
At 31 December
16,569
16,569
Net book value at 31 December
77,752
87,857
In accordance with the Group’s accounting policies, an annual impairment test is applied to the carrying value
of goodwill. The review performed assesses whether the carrying value of goodwill is supported by the net present
value of projected cash flows derived from the underlying assets for each cash-generating unit (“CGU”), discounted
using an appropriate discount rate. It is the Directors’ judgement that each distinct Agency represents a CGU.
The initial projection period of three years includes the annual budget for each CGU, based on insight into Clients’
planned marketing expenditure and targets for net new business growth derived from historical experience,
and extrapolations of the budget in subsequent years based on known factors and estimated trends. The key
assumptions used by each CGU concern revenue growth and staffing levels and different assumptions are made
by different CGUs based on their individual circumstances. These assumptions are arrived at after considering
factors such as historical client spend and levels of client retention, client wins secured and historical ratios of staff
costs to revenue. Beyond this initial projection period, a generic long term growth rate of 2.0% is assumed for all
units based on information published by market analysts. The resulting pre-tax cash flow forecasts were discounted
using the Group’s estimated pre-tax Weighted Average Cost of Capital (“WACC”), which is 8.3% (2023: 9.9%).
10. Earnings Per Share – continued
Annual report for the year ended December 2024
Annual report for the year ended December 2024
92
93
Financial Statements
Consolidated Financial Statements & Notes
31 December
2024
31 December
2023
£’000
£’000
April Six Ltd
-
9,987
Krow Kinetic Ltd (formerly April Six (Mobility) Ltd)
4,845
4,845
Bray Leino Ltd
27,761
27,761
Bray Leino Splash Pte. Ltd
356
356
Influence Sports Ltd
2,834
2,834
Krow Agency Ltd and Krow Communications Ltd
13,232
13,232
Mezzo Labs Ltd
1,802
1,920
Mongoose Sports & Entertainment Ltd
931
931
RJW & Partners Ltd
4,962
4,962
Solaris Healthcare Network Ltd
1,058
1,058
Soul (London) Ltd
2,444
2,444
Speed Communications Agency Ltd
3,085
3,085
Story Agency Ltd
1,476
1,476
Story UK Ltd
4,279
4,279
ThinkBDW Ltd
6,283
6,283
Other smaller acquisitions
2,404
2,404
77,752
87,857
11. Intangible Assets – continued
The conclusion from using the above methodology was that no impairment in goodwill was required. No change
to this conclusion is reached as a result of the following independent changes in assumptions: nil growth in 2025
and a one year delay in the achievement of 2025 budgets; any reduction in short term growth rates beyond 2025;
nil long term growth rates; a 1% increase in discount rate; a 5% reduction in 2025 profits with standard growth
rates applied to these lower 2025 profits to arrive at later years’ forecasts. The only change in assumptions that
would result in a material impairment in the carrying value of the Group’s goodwill, other than loss of headroom in
the expected annual budgeted cashflows, is an increase in discount rate of 3%, which management do not believe
is a reasonably possible change in key assumption. This would result in an impairment in goodwill of £0.9m.
Goodwill arose from the acquisition of the following subsidiary companies and trade assets and is comprised of the
following substantial components:
Other intangible assets
Software and
product
development
Trade names
Customer
relationships
Total
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
2,699
2,108
6,768
11,575
Additions
159
100
370
629
Disposals
(407)
-
-
(407)
At 31 December 2023
2,451
2,208
7,138
11,797
Disposal of subsidiaries
(206)
-
-
(206)
Transfer from PPE
14
-
-
14
Additions
87
-
-
87
Disposals
(10)
-
-
(10)
At 31 December 2024
2,336
2,208
7,138
11,682
Amortisation and impairment
At 1 January 2023
1,752
663
5,632
8,047
Charge for the year
353
202
740
1,295
Disposals
(316)
-
-
(316)
At 31 December 2023
1,789
865
6,372
9,026
Disposal of subsidiaries
(188)
-
-
(188)
Transfer from PPE
13
-
-
13
Charge for the year
286
201
484
971
Disposals
(10)
-
-
(10)
At 31 December 2024
1,890
1,066
6,856
9,812
Net book value at 31 December 2024
446
1,142
282
1,870
Net book value at 31 December 2023
662
1,343
766
2,771
Additions of £87,000 (2023: £159,000) in the year include costs associated with the development of identifiable
software and other products that are expected to generate economic benefits in excess of the costs of development.
The directors consider the capitalised development costs to be an asset as they are expected to generate future
cashflows for the company. As a result, the expenditure capitalised within these assets is not treated as a loss in
calculating distributable reserves.
Included within the value of intangible assets is an amount of £783,000 (2023: £783,000) relating to trade names of
businesses acquired, which are deemed to have indefinite useful lives. These trade names have attained recognition
in the marketplace and the companies acquired will continue to operate under the relevant trade names, which will
play a role in developing and sustaining customer relationships for the foreseeable future. As such, it is the Directors’
judgement that the useful life of these trade names is considered to be indefinite.
Also included is an amount of £243,000 (2023: £318,000) relating to the krow trade name, which has attained
recognition in the marketplace and plays a role in attracting and retaining Clients. This value will be amortised
over the next 3 years (2023: 4 years). In addition there are amounts of £124,000 (2023: £247,000) and £158,000
(2023: £315,000) included relating to Mezzo customer relationships and Influence customer relationships respectively.
Mezzo and Influence have developed a base of customers to whom the Group would expect to continue selling in the
future. The remaining useful life of the Mezzo customer relationships is deemed to be 1 year (2023: 2 years), and of the
Influence customer relationships is deemed to be 1 year (2023: 2 years). The values will be amortised over these periods.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
94
95
13. Property, Plant and Equipment
Property
Fixtures &
fittings and
office
equipment
Computer
equipment
Motor vehicles
Total
£’000
£’000
£’000
£’000
£’000
Cost or valuation
At 1 January 2023
2,251
2,707
4,162
102
9,222
Acquisition of subsidiaries
9
1
9
-
19
Disposal of subsidiaries
(7)
(81)
(21)
(25)
(134)
Additions
1,301
461
581
-
2,343
Disposals
(34)
(206)
(243)
(7)
(490)
At 31 December 2023
3,520
2,882
4,488
70
10,960
Disposal of subsidiaries
(230)
(107)
(2)
-
(339)
Transfers between categories and
to other intangible assets
-
(47)
33
-
(14)
Additions
75
87
389
31
582
Disposals
(38)
(11)
(953)
-
(1,002)
At 31 December 2024
3,327
2,804
3,955
101
10,187
Depreciation
At 1 January 2023
1,787
2,221
3,056
68
7,132
Disposal of subsidiaries
(7)
(23)
(18)
(18)
(66)
Charge for the year
223
282
650
16
1,171
Disposals
(31)
(197)
(252)
(6)
(486)
At 31 December 2023
1,972
2,283
3,436
60
7,751
Disposal of subsidiaries
(230)
(107)
(2)
-
(339)
Transfers between categories and
to other intangible assets
-
(65)
52
-
(13)
Charge for the year
185
231
638
13
1,067
Disposals
(38)
(4)
(939)
-
(981)
At 31 December 2024
1,889
2,338
3,185
73
7,485
Net book value at 31 December 2024
1,438
466
770
28
2,702
Net book value at 31 December 2023
1,548
599
1,052
10
3,209
Financial Statements
Consolidated Financial Statements & Notes
Subsidiary undertaking
Nature of business
Krow Kinetic Ltd (formerly April Six (Mobility) Ltd)
Marketing communications, specialising in the automotive sector
Bray Leino Ltd
Advertising, media buying, digital marketing, events and training
Bray Leino Splash Pte. Ltd
Digital marketing
Influence Sports Ltd
Sports and entertainment marketing
Krow Agency Ltd
Marketing communications
Krow Communications Ltd
Marketing communications
Mezzo Labs Ltd
Data services marketing
Mongoose Sports & Entertainment Ltd
Sports and entertainment marketing
RJW & Partners Ltd
Pricing and market access in the healthcare sector
Soul (London) Ltd
Marketing communications
Solaris Healthcare Network Ltd
Marketing communications, specialising in the medical sector
Spark Marketing Services
Sales promotion
Speed Communications Agency Ltd
Public relations
Story Agency Ltd Ltd
Marketing communications
Story UK Ltd
Marketing communications
ThinkBDW Ltd
Marketing communications, specialising in the property sector
12. Subsidiaries
The Group’s principal trading subsidiaries are listed below. All subsidiaries are 100% owned and all are incorporated
in the United Kingdom, except for Spark Marketing Services Ltd which is 75% owned and Bray Leino Splash Pte. Ltd
which is 70% owned and incorporated in Singapore. A full list of all Group companies at 31 December 2024 can be
found in Note 46 to the Company Financial Statements.
On 31 December 2024 the Group sold April Six Ltd (see Note 22.2).
Annual report for the year ended December 2024
Annual report for the year ended December 2024
96
97
14. Right of Use Assets
The Group leases several assets including property, office equipment, computer equipment and motor vehicles.
Property
Office equipment,
computer equipment
and motor vehicles
Total
£’000
£’000
£’000
Cost
At 1 January 2023
15,168
2,399
17,567
Additions
9,256
252
9,508
Disposals
(1,540)
(243)
(1,783)
At 31 December 2023
22,884
2,408
25,292
Additions
181
417
598
Disposals
(1,430)
(769)
(2,199)
At 31 December 2024
21,635
2,056
23,691
Depreciation
At 1 January 2023
6,164
1,867
8,031
Charge for the year
2,259
353
2,612
Disposals
(1,540)
(243)
(1,783)
At 31 December 2023
6,883
1,977
8,860
Charge for the year
2,200
313
2,513
Disposals
(1,407)
(769)
(2,176)
At 31 December 2024
7,676
1,521
9,197
Net book value at 31 December 2024
13,959
535
14,494
Net book value at 31 December 2023
16,001
431
16,432
15. Investments, Associates and Joint Ventures
Year to
31 December
2024
Year to
31 December
2023
£’000
£’000
At 1 January
587
437
Profit during the year
80
150
At 31 December
667
587
16. Stock
31 December
2024
31 December
2023
£’000
£’000
Stock
2,394
2,981
Stock consists predominantly of signage, raw materials and furniture sold in marketing suites at clients’
development sites by our property marketing specialist agency ThinkBDW, and vouchers for cinema tickets
used by our sales promotion agency, Spark.
Financial Statements
Consolidated Financial Statements & Notes
17. Trade and Other Receivables
31 December
2024
31 December
2023
£’000
£’000
Trade receivables
21,119
26,858
Accrued income
16,050
13,476
Prepayments
4,208
3,005
Other receivables
3,001
1,337
44,378
44,676
Annual report for the year ended December 2024
Annual report for the year ended December 2024
98
99
Financial Statements
Consolidated Financial Statements & Notes
17. Trade and Other Receivables – continued
An allowance has been made for estimated irrecoverable amounts from the provision of services of £137,000
(2023: £25,000).
The estimated irrecoverable amount is arrived at by considering the historical loss rate and adjusting for current
expectations, Client base and economic conditions. Both historical losses and expected future losses being very
low, the Directors consider it appropriate to apply a single average rate for expected credit losses to the overall
population of trade receivables and accrued income. Accrued income relates to unbilled work in progress and
has substantially the same risk characteristics as the trade receivables for the same types of contracts. In 2024,
the provision for doubtful debts has increased as a result of a number of specific debtors going into liquidation.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Credit risk
The Group’s principal financial assets are trade receivables, accrued income and bank balances, which represent
the Group’s maximum exposure to credit risk in relation to financial assets.
The Group’s credit risk is primarily attributable to its trade receivables and accrued income. The credit risk on cash
balances is limited because the counterparties are banks with high credit-ratings assigned by international
credit-rating agencies.
The majority of the Group’s trade receivables and accrued income is due from large national or multinational companies
where the risk of default is considered low. In order to mitigate this risk further, the Group has arranged credit insurance
on certain of its trade receivables as deemed appropriate. Where credit insurance is not considered cost effective,
the Group monitors credit-worthiness closely and mitigates risk, where appropriate, through payment plans.
There can be no assurance that any of the Group’s Clients will continue to utilise the Group’s services to the same extent,
or at all, in the future. The loss of, or a significant reduction in advertising and marketing spending by, the Group’s
largest Clients, if not replaced by new Client accounts or an increase in business from existing Clients, would adversely
affect the Group’s prospects, business, financial condition and results of operations. The impact would however be
limited as only two Clients represented more than 3% of total operating income in 2024 (2023: two Clients).
31 December
2024
31 December
2023
£’000
£’000
Gross trade receivables
21,256
26,883
Gross accrued income
16,050
13,476
Total trade receivables and accrued income
37,306
40,359
Expected loss rate
0.4%
0.1%
Provision for doubtful debts
137
25
Trade receivables include £5.0m (2023: £8.8m) that is past due but not impaired, of which £0.5m (2023: £1.0m)
is greater than 3 months past due.
31 December
2024
31 December
2023
£’000
£’000
Trade creditors
11,861
14,026
Deferred income
4,937
8,533
Other creditors and accruals
12,779
11,163
Other tax and social security payable
4,035
9,683
Lease liabilities (Note 21)
2,352
1,983
35,964
45,388
Other tax and social security decreased as a result of the delayed VAT and PAYE payments in 2023, with a payment
plan having been agreed with HMRC whereby all delayed payments were repaid by the end of May 2024.
The Directors consider that the carrying amount of trade and other payables approximates their fair value.
18. Cash and Short Term Deposits
Cash and short term deposits comprise cash held by the Group and short term bank deposits.
19. Trade and Other Payables
Annual report for the year ended December 2024
Annual report for the year ended December 2024
100
101
Financial Statements
Consolidated Financial Statements & Notes
20. Bank Overdrafts, Loans and Net Bank Debt
31 December
2024
31 December
2023
£’000
£’000
Bank loan outstanding
20,015
20,049
Unamortised bank debt arrangement fees
(132)
(55)
Carrying value of loan outstanding
19,883
19,994
Less: Cash and short term deposits
(10,385)
(4,632)
Net bank debt
9,498
15,362
The borrowings are repayable as follows:
Less than one year
11
21
In one to two years
20,004
20,023
In two to three years
-
5
20,015
20,049
Unamortised bank debt arrangement fees
(132)
(55)
19,883
19,994
Less: Amount due for settlement within 12 months
(shown under current liabilities)
(11)
(21)
Amount due for settlement after 12 months
19,872
19,973
Bank debt arrangement fees, where they can be amortised over the life of the loan facility, are included in finance
costs. The unamortised portion is reported as a reduction in bank loans outstanding.
Included in the above is £15,000 of bank loans owing by Populate Social Ltd, one of the companies acquired during
2022. These borrowings are repayable over a two year period.
At 31 December 2024, the Group’s committed bank facilities comprised a revolving credit facility of £20.0m, with an
option to increase the facility by £5.0m, expiring on 5 April 2026. The sale of April Six on 31 December 2024 resulted
in an agreement with Natwest to decrease the revolving credit facility by £6.0m to £14.0m in early January 2025.
Interest on the facility is based on SONIA (sterling overnight index average) plus a margin of between 2.25% and
4.90% depending on the Group’s debt leverage ratio, payable in cash on loan rollover dates.
On 21 March 2025, the Group agreed a new revolving credit facility of £15m, expiring on 21 March 2028, with an
option to increase the facility by £5m. In addition, there is an option to extend the facility by 1 year, and a further
option to extend it by another year. Interest on the new facility is based on SONIA (sterling overnight index average)
plus a margin of between 1.75% and 2.25% depending on the Group’s debt leverage ratio, payable in cash on loan
rollover dates.
In addition to its committed facilities, the Group had available an overdraft facility of up to £7.0m at 31 December
2024 with interest payable by reference to National Westminster Bank plc Base Rate plus 2.25%. This facility was
reduced to £3.0m in early January following the sale of April Six.
At 31 December 2024, there was a cross guarantee structure in place with the Group’s bankers by means of a fixed
and floating charge over all of the assets of the Group companies in favour of National Westminster Bank plc.
All borrowings are in sterling.
31 December
2024
31 December
2023
£’000
£’000
In one year or less (shown in trade and other payables)
2,352
1,983
In more than one year
14,041
15,768
16,393
17,751
21. Lease Liabilities
Obligations under leases are due as follows:
The fair values of the Group’s lease obligations approximate their carrying amount.
The Group’s obligations under leases are secured by the lessor’s charge over the leased assets.
22. Acquisitions and Disposals
22.1 Acquisition Obligations
The terms of an acquisition provide that the value of the purchase consideration, which may be payable in cash
or shares at a future date, depends on uncertain future events such as the future performance of the acquired
company. The Directors estimate that the liability for contingent consideration payments is as follows:
31 December 2024
31 December 2023
Cash
Shares
Total
Cash
Shares
Total
£’000
£’000
£’000
£’000
£’000
£’000
Less than one year
3,396
24
3,420
1,745
-
1,745
Between one and two years
1,239
-
1,239
2,830
-
2,830
In more than two years but less than three years
-
-
-
890
-
890
4,635
24
4,659
5,465
-
5,465
Cash
Shares
Total
£’000
£’000
£’000
At 31 December 2023
5,465
-
5,465
Obligations settled in the period
(740)
(513)
(1,253)
Adjustments to estimates of obligations
(90)
537
447
At 31 December 2024
4,635
24
4,659
A reconciliation of acquisition obligations during the period is as follows:
Annual report for the year ended December 2024
Annual report for the year ended December 2024
102
103
Financial Statements
Consolidated Financial Statements & Notes
22. Acquisitions – continued
22.2 Sale of April Six Ltd and April Six Inc
On 31 December 2024, as part of the Group’s value restoration plan to deleverage and restore strength to
the balance sheet, the Group disposed of the entire issued share capital of April Six Ltd and its subsidiary
April Six Inc (together referred to as "April Six"). The fair value of the consideration for the disposal was
£12,813,000 comprising initial cash consideration and deferred contingent consideration. Maximum contingent
consideration of £4,200,000 is dependent on April Six’s profit over the period 1 December 2024 to 28 February
2025. The Group has recognised contingent consideration of £2,000,000 to date. This estimate is based on
the Directors’ judgement of April Six’s likely profit over the earnout period, using the latest financial projections
from detailed budgeting and reforecasting processes. Should the actual profit of April Six vary from the Directors’
estimate, the impact to the contingent consideration will be 7x the change in earnings. For example, should the
profit be £100,000 higher than the forecasted amount, the consideration will be £700,000 higher, and should the
actual profit of April Six be £100,000 lower than the forecasted amount, the consideration will be £700,000 lower.
The consideration, assets disposed of and costs of disposal were as follows:
Upfront cash consideration received
10,813
Estimated earnout consideration
2,000
Total consideration
12,813
Net assets disposed of:
Fixed assets
18
Trade and other receivables
2,869
Corporation tax asset
177
Cash
2,379
Trade and other payables
(6,042)
(599)
Goodwill of April Six
9,987
Total net assets disposed of
9,388
Disposal and related costs
2,207
Total cost of disposal
11,595
Profit on sale of April Six prior to realisation of foreign currency translation reserve
1,218
Realisation of foreign currency translation reserve*
(1,427)
Total loss on sale of April Six
(209)
22.3 Pro-forma results including acquisitions
No businesses were acquired during the year. Therefore, no proforma results, which include the results of
acquisitions made during the year as if they were owned from the beginning of the year, are presented.
23. Deferred Tax
The deferred taxation liability of £397,000 (2023: £524,000) recognised in the financial statements is set out below:
Accelerated
capital
allowances
Tax losses
Other timing
differences
Trade names
and customer
relationships
Total
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
246
-
(11)
387
622
Acquisition of subsidiaries
13
-
-
118
131
Disposal of subsidiaries
(10)
-
-
-
(10)
Charge / (credit) to income statement
185
(195)
(1)
(208)
(219)
At 31 December 2023
434
(195)
(12)
297
524
Charge / (credit) to income statement
(52)
195
(121)
(149)
(127)
At 31 December 2024
382
-
(133)
148
397
31 December
2024
31 December
2023
£’000
£’000
Allotted and called up:
92,238,119 Ordinary shares of 10p each
(2023: 91,015,897 Ordinary shares of 10p each)
9,224
9,102
24. Share Capital
Deferred tax assets of £594,000 (2023: £548,000) have not been recognised due to insufficient certainty that there will
be sufficient profits available in the future to utilise these losses.
* Cumulative translation differences previously held in equity and recycled to the income statement on disposal of foreign operations.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
104
105
Financial Statements
Consolidated Financial Statements & Notes
Share-based incentives
The Group has the following share-based incentives in issue:
At start
of year
Granted/
acquired
Waived/
lapsed
Exercised
At end
of year
TMMG Long Term Incentive Plan
260,192
-
-
(26,000)
234,192
Growth Share Scheme
2,621,234
-
-
-
2,621,234
The TMMG Long Term Incentive Plan (“LTIP”) was created to incentivise senior employees across the Group. Nil-cost
options are awarded at the discretion of, and vest based on criteria established by, the Remuneration Committee.
During the year, 26,000 options were exercised at an average share price of 21.2p and at the end of the year 234,192
of the outstanding options are exercisable.
Shares held in an Employee Benefit Trust (see Note 25) will be used to satisfy share options exercised under the Long
Term Incentive Plan.
A Growth Share Scheme was implemented in June 2021. Participants in the scheme subscribed for Ordinary B shares
in The Mission Marketing Holdings Limited (the “growth shares”) at a nominal value. If the share price of The MISSION
Group plc equalled or exceeded 150p for at least 15 consecutive days during the period ending on the date the Group’s
financial results for the year ended 31st December 2023 were announced, these growth shares could be exchanged for
an equivalent number of Ordinary Shares in The MISSION Group plc. If not, they have no value. The share price did not
equal or exceed 150p for the required period and therefore these growth shares cannot be exchanged for an equivalent
number of Ordinary Shares in The MISSION Group plc and therefore have no value.
27. Foreign Currency Translation Reserve
No. of shares
£'000
At 1 January 2023
1,495,538
994
Awarded or sold during the year
(98,317)
(52)
At 31 December 2023
1,397,221
942
Awarded or sold during the year
(1,074,217)
(751)
At 31 December 2024
323,004
191
25. Own Shares
Shares are held in an Employee Benefit Trust to meet certain requirements of the Long Term Incentive Plan. Shares can
also be used to settle outstanding acquisition consideration.
26. Share-Based Incentive Reserve
The share-based incentive reserve represents charges to the profit or loss required by IFRS 2 to reflect the cost of the
nil-cost share options and growth shares issued to the Directors and employees.
31 December
2024
31 December
2023
£’000
£’000
Foreign currency translation reserve
64
(888)
The foreign currency translation reserve contains the accumulated losses on currency translation of foreign operations
arising on consolidation. During the year, April Six Ltd and April Six Inc were sold and the cumulative translation
differences previously held in equity relating to these businesses was recycled to the income statement and included
in the profit and loss on disposal.
28. Share-Based Payments
Nil-cost share options
Details of the relevant option schemes are given in Note 24. Fair value on grant date is measured by use of a Black
Scholes model. The valuation methodology is applied at each year-end and the valuation revised to take account of
any changes in estimate of the likely number of shares expected to vest. No options were issued during 2024 or 2023.
The weighted average share price over the three years ending 31 December 2024 was 30.0p and the weighted average
remaining contractual life of the share options outstanding at 31 December 2024 was 2.8 years.
The Group recognised an expense of nil in 2024 (2023: £17,000).
Growth Shares
Details of the Growth Share scheme are given in Note 24. The fair value of growth shares was measured by use of a
Monte Carlo simulation model, which uses probability analysis to calculate the value of options. The fair value of the
growth shares issued in 2021 was 9.0p per share at measurement date. No growth shares have been issued subsequent
to 2021. The key inputs for the valuation of the growth shares issued in 2021 are:
Share price at grant
75.0p
Risk free rate
0.2%
Dividend yield
3.0%
Expected volatility
33.0%
Volatility is based on the historical volatility of the share price over a 3 year trading period.
The Group recognised an expense of nil in 2024 (2023: £80,000).
Annual report for the year ended December 2024
Annual report for the year ended December 2024
106
107
Financial Statements
Consolidated Financial Statements & Notes
29. Financial Assets and Liabilities
Capital management
The Group defines “capital” as being debt plus equity. Net bank debt comprises short and long term borrowings
net of cash, cash equivalents and the unamortised balance of bank renegotiation fees as analysed in Note 20.
In addition, the Group treats its commitment to future consideration payments under acquisition agreements as
another component of debt. Equity comprises issued share capital, reserves and retained earnings as disclosed
in the balance sheet and in the Consolidated Statement of Changes in Equity.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern and maintain an appropriate capital structure to balance the needs of the Group to grow, whilst operating
with sufficient headroom within its bank covenants. The principal measures by which the Directors monitor
capital risk are the ratios of net bank debt to EBITDA and total debt (including both net bank debt and estimated
acquisition consideration payable) to EBITDA. (Note that, since acquisition consideration is dependent on future
levels of profitability in the acquired business, which are inevitably uncertain, the Directors calculate this ratio
by reference to the amount of consideration which would be payable if the acquired business were to maintain
its current level of profitability.) The Directors have set targets, of remaining below x1.5 and x2.0 for these ratios
respectively (calculated on a pre-IFRS 16 basis).
Financial risk management
The Group’s policy is to eliminate financial risk where it is cost-effective, including the use of credit insurance
and currency hedges, and to mitigate it where not, including close monitoring of credit-worthiness and the use
of Client payment plans if possible. The Group’s policy is not to use any financial instruments for speculating.
The Group's principal financial instruments comprise cash and various forms of borrowings.
Substantially all the Group's activities continue to take place in the United Kingdom. Where revenue is generated
in one currency and costs are incurred in another, the Group aims to agree pricing at the outset of a piece of
work and then hedge its foreign currency exposure, if considered significant, through the use of forward exchange
contracts. There was no material foreign currency exposure at the year end.
The main purpose of the Group's use of financial instruments is for day-to-day working capital and as part of
the funding for past acquisitions. The Group’s financial policy and risk management objective is to achieve the
best interest rates available whilst maintaining flexibility and minimising risk. The main risks arising from the
Group's use of financial instruments are interest rate risk and liquidity risk.
Interest rate risk
The operations of the Group generate cash and it funds acquisitions through a combination of retained profits,
equity issues and borrowings. The Group's financial liabilities comprise floating rate instruments. The bank loan’s
interest rate is reset from time to time and accordingly is not deemed a fixed rate financial liability.
Interest on the Group’s revolving credit facility is payable by reference to SONIA (sterling overnight index average),
subject to downward or upward ratchets depending on certain ratios of debt to EBITDA on a quarterly basis.
The Directors have considered again the relative merits of the use of hedging instruments to limit the exposure to
interest rate risk. Since the sensitivity of profits to a 1% change in interest rates is less than £0.2m, they have decided
not to enter into any hedging arrangements.
Liquidity risk
The Group's financial instruments include a mixture of short and long-term borrowings. The Group seeks to ensure
sufficient liquidity is available to meet working capital needs and the repayment terms of the Group's financial
instruments as they mature.
Financial liabilities
Bank loan
and overdraft
Lease
liabilities
Acquisition
obligations
Total
£’000
£’000
£’000
£’000
At 31 December 2024
Interest analysis:
Subject to floating rates
20,015
-
-
20,015
Subject to fixed rates
-
16,393
4,659
21,052
20,015
16,393
4,659
41,067
Maturity analysis:
One year or less, or on demand
11
2,352
3,420
5,783
In one to two years
20,004
2,165
1,239
23,408
In two to three years
-
1,835
-
1,835
In three to four years
-
1,540
-
1,540
In four to five years
-
1,581
-
1,581
In more than five years
-
6,920
-
6,920
20,015
16,393
4,659
41,067
At 31 December 2023
Interest analysis:
Subject to floating rates
20,049
-
-
20,049
Subject to fixed rates
-
17,751
5,465
23,216
20,049
17,751
5,465
43,265
Maturity analysis:
One year or less, or on demand
21
1,983
1,745
3,749
In one to two years
20,023
2,030
2,830
24,883
In two to three years
5
1,999
890
2,894
In three to four years
-
1,709
-
1,709
In four to five years
-
1,533
-
1,533
In more than five years
-
8,497
-
8,497
20,049
17,751
5,465
43,265
Financial assets
31 December
2024
31 December
2023
£’000
£’000
Cash at bank maturing in less than one year or on demand
10,385
4,632
The Group's bank loans and overdraft facility are floating rate borrowings and all facilities are secured by a fixed
and floating charge over the assets of all Group companies.
The fair value of the Group's financial assets and liabilities is not considered to be materially different from their
book values.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
108
109
Financial Statements
Consolidated Financial Statements & Notes
30. Leave Pay Accrual
The Group has a policy of not allowing days to be carried forward from one year to the next, unless in exceptional
circumstances. In addition, no payment is made in lieu of untaken leave which is not carried forward. There is no
material liability relating to untaken leave at year end.
31. Post Balance Sheet Events
On 2 January 2025 the Board confirmed that it intended to return up to £1.5m to Shareholders via an on-market share
buyback. To date £364,000 has been returned to shareholders, reducing the Company’s shares in issue by 1.3%.
32. Related Party Transactions
The Directors consider that the Directors of the Company represent the Group’s key management personnel for the
purposes of disclosing related party transactions. Directors’ remuneration is disclosed in detail in Note 7. The total
compensation payable to key management personnel is detailed below.
Year to
31 December 2024
Year to
31 December 2023
£’000
£’000
Short-term employee benefits
2,028
1,345
Post-employment benefits
82
79
Share-based payments
-
-
2,110
1,424
Bray Leino Ltd rents property from entities under the control of David Morgan, Chairman of The MISSION Group plc,
and members of his close family. During the year the Company paid annual rental and property fees totalling £75,000
(2023: £75,000). There were no amounts owed at the balance sheet date to these entities.
Krow Agency Ltd is contracted to pay annual rent to four individuals, including Dylan Bogg (Executive Director). During
the year, total rental of £97,478 (2023: £93,000) was paid and no amount was outstanding at the balance sheet date.
During 2021 seven directors received loans totalling £46,045 in respect of the personal tax payable on a growth share
award, as follows: Dylan Bogg £3,061; James Clifton £10,000; Julian Hanson-Smith £4,269; Giles Lee £10,000; Sue Mullen
£5,970; Andy Nash £2,746; Fiona Shepherd £10,000. All loans are repayable from the proceeds of the growth share
scheme or on termination of employment. No interest is being charged and all loans remain outstanding at the year end.
Mark Lund, Interim CEO, is also a director of Smart Energy GB, a company which is a Client of Speed Communications
Agency Ltd. Sales from Speed Communications Agency Ltd during the year to Smart Energy GB at arms length amounted
to £120,800 (2023: nil). No amounts were owing from Smart Energy GB at the end of the year (2023: no amounts owing).
33. Availability of Annual Report
Copies of the Annual Report for the year ended 31 December 2024 will be circulated to shareholders at least 21 days
ahead of the Annual General Meeting (“AGM”) on 16 June 2025 and, after approval at the AGM, will be delivered to
the Registrar of Companies. Further copies will be available from the Company’s registered office and on the Group’s
website, www.themission.co.uk.
Report on the parent company
financial statements
Opinion
We have audited the financial statements of
The MISSION Group plc (the 'Company') for the
year ended 31 December 2024, which comprise the
Company Balance Sheet, Statement of Changes in
Equity and the related notes, including a summary
of significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• give a true and fair view of the state of the
company's affairs as at 31 December 2024
and of its loss for the year ended;
• have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial
statements section of our report. We are independent
of the company in accordance with the ethical
requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
We planned and performed our audit by obtaining
an understanding of the Company and its
environment, including the accounting processes
and controls, and the industry in which it operates.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters
were addressed in the context of our audit of the
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters.
The key audit matter identified for the company is
the carrying value of its investments. The company
holds material investments in subsidiary undertakings.
We reviewed and considered the level of dividend
income received from subsidiary companies along
with the ongoing ability for subsidiary companies
to pay future dividends. The ability to pay future
dividends will be determined by existing and future
forecast retained profits. Within the Group audit
report goodwill impairment key audit matter, we have
detailed our work on considering the reasonableness
of forecasts for each cash generating unit (CGU).
Our application of materiality
Misstatements, including omissions, are considered
to be material if individually or in aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of the
financial statements. We use quantitative thresholds
of materiality, together with qualitative assessments
in planning the scope of our audit, determining the
nature, timing and extent of our audit procedures
and in evaluating the results of our work.
Based on our professional judgement, we determined
materiality for the company financial statements
should be based on gross assets as it is a holding
company. This was restricted to 50% of group materiality
to give overall company materiality of £136,000 (2023:
£148,000), performance materiality of £95,000 (2023:
£104,000). Individual errors above £6,500 (2023: £7,000)
were reported to the audit committee.
Financial Statements
Independent Auditor’s Report: Company
Independent Auditor’s Report
to the Members of The MISSION Group plc
Annual report for the year ended December 2024
Annual report for the year ended December 2024
110
111
Financial Statements
Independent Auditor’s Report: Company
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the director's use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
Based on the work we have performed (as set
out in the group audit report), we have not
identified any material uncertainties relating
to events or conditions that, individually or
collectively, may cast significant doubt on the
company's ability to continue as a going concern
for a period of at least twelve months from
when the original financial statements were
authorised for issue.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
Other information
The directors are responsible for the other
information. The other information comprises
the information included in the annual report,
other than the financial statements and our
auditor’s report thereon. Our opinion on the
financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether there is a
material misstatement in the financial statements
or a material misstatement of the other information.
If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken
in the course of the audit:
• the information given in the Strategic Report
and Directors' Report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic Report and Directors' Report have
been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of our knowledge and understanding
of the company and its environment obtained in
the course of the audit, we have not identified
material misstatements in the Strategic Report
and the Directors' Report.
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
• adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent company financial statements are
not in agreement with the accounting records
and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of
Directors' Responsibilities set out on pages 56
and 57, the directors are responsible for the
preparation of the financial statements and for
being satisfied that they give a true and fair view,
and for such internal control as the directors
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the company's
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern
and using the going concern basis of accounting
unless the directors either intend to liquidate the
company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud
or error and are considered material if, individually
or in the aggregate, they could reasonably be
expected to influence the economic decisions of
users taken on the basis of these financial statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and
regulatory framework applicable to the company
and the industry in which it operates. We identified
the principal risks of non-compliance with laws and
regulations as relating to breaches around GDPR.
We also considered those laws and regulations
that have a direct impact on the preparation of
the financial statements such as financial reporting
legislation (including The Companies Act 2006),
distributable profits legislation and taxation
legislation. We considered the extent to which
any non-compliance with these laws and
regulations may have on the company’s ability
to continue trading and the risk of a material
misstatement in the financial statements.
We also evaluated management’s incentives
and opportunities for fraudulent manipulation
of the financial statements and determined that
the principal risks related to an understatement
of the impairment of assets and resulting
misstatement of the result for the year.
Based on this understanding we designed
our audit procedures to identify irregularities.
Our procedures involved the following:
• We made enquiries of senior management
as to their knowledge of any non-compliance
or potential non-compliance with laws and
regulations that could affect the financial
statements. As part of these enquiries we also
discussed with management whether there have
been any known instances of material fraud.
• We identified the individuals with responsibility
for ensuring compliance with laws and regulations
and discussed with them the procedures and
policies in place.
• We reviewed minutes of meetings of those
charged with governance.
• We challenged the assumptions and
judgements made by management in
its significant accounting estimates.
• We audited the risk of management override of
controls, including through testing journal entries
and other adjustments for appropriateness,
and evaluating the business rationale of significant
transactions outside the normal course of business.
Because of the inherent limitations of an audit,
there is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements. The risk of not detecting
a material misstatement due to fraud is higher
than the risk of not detecting one resulting from
error, as fraud may involve deliberate omissions,
collusion, forgery, misrepresentations, or the override
of internal controls. We are also less likely to become
aware of instances of non-compliance with laws and
regulations that are not closely related to events and
transactions reflected in the financial statements.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company
and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Duncan Leslie FCA
(Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
23 Royal William Yard
Melville Building East, Unit 18
Plymouth
PL1 3GW
25 March 2025
Annual report for the year ended December 2024
Annual report for the year ended December 2024
112
113
Financial Statements
Company Financial Statements & Notes
As at
31 December
2024
As at
31 December
2023
Note
£’000
£’000
NON-CURRENT ASSETS
Intangible assets
35
963
1,087
Investments
36
114,596
114,596
Property, plant and equipment
37
2,091
2,490
117,650
118,173
CURRENT ASSETS
Debtors
38
13,786
13,868
Cash and short term deposits
10,291
-
24,077
13,868
CREDITORS: Amounts falling due within one year
39
(32,855)
(20,931)
NET CURRENT LIABILITIES
(8,778)
(7,063)
TOTAL ASSETS LESS CURRENT LIABILITIES
108,872
111,110
CREDITORS: Amounts falling due after more than one year
40
(20,117)
(20,145)
NET ASSETS
88,755
90,965
CAPITAL AND RESERVES
Called up share capital
42
9,224
9,102
Share premium account
42
46,081
45,928
Own shares
42
(191)
(942)
Share-based incentive reserve
914
914
Profit and loss account
32,727
35,963
SHAREHOLDER’S FUNDS
88,755
90,965
Company Balance Sheet
As at 31 December 2024
The company made a loss of £2,723,000 for the year (2023: loss of £5,765,000).
The financial statements were approved and authorised for issue on 25 March 2025 by the Board of Directors.
They were signed on its behalf by:
Giles Lee, Group Chief Financial Officer
Company registration number: 05733632
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
Share
premium
Own
shares
Share-
based
incentive
reserve
Retained
earnings
Total
equity
£’000
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
9,102
45,928
(994)
886
43,293
98,215
Loss for the year
-
-
-
-
(5,765)
(5,765)
Share option charge
-
-
-
17
-
17
Growth share charge
-
-
-
11
-
11
Shares awarded and sold from own shares
-
-
52
-
(70)
(18)
Dividend paid
-
-
-
-
(1,495)
(1,495)
At 31 December 2023
9,102
45,928
(942)
914
35,963
90,965
Loss for the year
-
-
-
-
(2,723)
(2,723)
New shares issued
122
153
-
-
-
275
Shares awarded and sold from own shares
-
-
751
-
(513)
238
At 31 December 2024
9,224
46,081
(191)
914
32,727
88,755
Annual report for the year ended December 2024
Annual report for the year ended December 2024
114
115
Financial Statements
Notes to the Company Financial Statements
34. Principal Accounting Policies
The principal accounting policies are summarised below.
They have all been applied consistently throughout the
year and to the preceding year.
General information and basis of accounting
The MISSION Group plc is a company incorporated
in England and Wales under the Companies Act.
The address of the registered office is given on page
131. The nature of the Group’s operations and its
principal activities are set out in the Strategic Report
on pages 4 to 9.
The financial statements have been prepared under the
historical cost convention, modified to include certain
items at fair value, and in accordance with Financial
Reporting Standard 102 (FRS 102) issued by the
Financial Reporting Council.
Reduced disclosure exemptions
The MISSION Group plc meets the definition of a qualifying
entity under FRS 102 and has therefore taken advantage
of the disclosure exemptions available to it in respect of its
financial statements. Exemptions have been taken in relation
to the presentation of a statement of comprehensive income,
cash flow statement, financial instruments, share-based
payment, share capital and remuneration of key
management personnel. The company made a loss
of £2.7m for the year (2023: loss of £5.8m).
Deferred taxation
Deferred taxation is recognised on all timing differences
where the transactions or event that give the Company
an obligation to pay more tax in the future, or a right to
pay less tax in the future, have occurred by the balance
sheet date. Deferred tax assets are recognised when it is
more likely than not that they will be recoverable. Deferred
tax is measured using rates of tax that have been enacted
or substantively enacted by the balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised
when the Company becomes party to the contractual
provisions of the instrument.
Financial liabilities and equity instruments are classified
according to the substance of the contractual
arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets
of the company after deducting all of its liabilities.
Financial assets and liabilities
All financial assets and liabilities are initially measured
at transaction price (including transaction costs), except
for those financial assets classified as fair value through
profit and loss, which are initially measured at fair value.
Financial assets and liabilities are only offset in the
statement of financial position when, and only when,
there exists a legally enforceable right to set off the
recognised amounts and the Company intends either
to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Debt instruments which meet the conditions to
be classified as basic instruments are subsequently
measured at amortised cost using the effective
interest method.
Basic debt instruments that are classified as payable
or receivable within one year are measured at the
undiscounted amount of the cash or other consideration
expected to be paid or received, net of impairment.
Financial liabilities are released to the profit and loss
account when the liability is extinguished.
Contingent consideration payments
The terms of an acquisition may provide that the value
of the purchase consideration, which may be payable
in cash or shares at a future date, depends on uncertain
future events such as the future performance of the
acquired company. The amounts recognised in the
financial statements represent a reasonable estimate
at the balance sheet date of the amounts expected
to be paid and has been classified in the balance sheet
in accordance with the substance of the transaction.
Revisions to estimated consideration payable year
on year are reflected in the value of the corresponding
investment. Where the agreement gives rise to
an obligation that may be settled by the delivery
of a variable number of shares to meet a defined
monetary liability, these amounts are disclosed as debt.
Investments
In the Company’s financial statements, investments
in subsidiary and associate undertakings are stated
at cost less provision for any impairment in value.
Accounting estimates and judgements
The Company makes estimates and judgements concerning
the future and the resulting estimates may, by definition,
vary from the actual results. The Directors considered the
critical accounting estimates and judgements used in the
financial statements and concluded that the main areas
of judgement are, in order of significance:
Potential impairment of investments
The potential impairment of investments is based on
estimates of future cash flows derived from the financial
projections of each cash-generating unit over an initial four
year period and assumptions about growth thereafter.
Contingent payments in respect of acquisitions
Contingent consideration, by definition, depends
on uncertain future events. At the time of purchasing
a business, the Directors use the financial projections
obtained during due diligence as the basis for
estimating contingent consideration. Subsequent
estimates benefit from the greater insight gained
in the post-acquisition period and the business’
track record of financial performance.
Lease commitments
Rental costs under operating leases are charged against
profits as incurred.
Profit of parent company
As permitted under Section 408 of the Companies Act
2006, the profit and loss account of the Company is not
presented as part of these accounts.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
116
117
Financial Statements
Notes to the Company Financial Statements
35. Intangible Assets
Other intangible assets
Software
development
and licences
Customer
relationships
Goodwill
Total
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
819
61
863
1,743
Additions
39
-
-
39
Adjustments to purchase consideration
-
-
22
22
Disposals
(138)
-
-
(138)
At 31 December 2023
720
61
885
1,666
Additions
-
-
-
-
Disposals
-
-
-
-
At 31 December 2024
720
61
885
1,666
Amortisation and impairment
At 1 January 2023
386
61
-
447
Charge for the year
192
-
-
192
Disposals
(60)
-
-
(60)
At 31 December 2023
518
61
-
579
Charge for the year
124
-
-
124
Disposals
-
-
-
-
At 31 December 2024
642
61
-
703
Net book value at 31 December 2024
78
-
885
963
Net book value at 31 December 2023
202
-
885
1,087
Additions of nil (2023: £39,000) in the year include costs associated with the development of identifiable software
products that are expected to generate economic benefits in excess of the costs of development.
36. Investments
Shares in subsidiary undertakings
£’000
Cost
At 1 January 2023
123,039
Additions
-
Adjustment to purchase consideration
-
At 31 December 2023
123,039
Additions
-
Adjustment to purchase consideration
-
At 31 December 2024
123,039
Impairment
At 1 January 2023
(8,443)
Impairment
-
At 31 December 2023
(8,443)
Impairment
-
At 31 December 2024
(8,443)
Net book amount at 31 December 2024
114,596
Net book amount at 31 December 2023
114,596
A list of the principal trading companies in the Group at 31 December 2024 can be found in Note 12 to the Consolidated
Financial Statements and a complete list can be found in Note 46.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
118
119
Financial Statements
Notes to the Company Financial Statements
37. Property, Plant and Equipment
Property
Fixtures &
fittings and
office
equipment
Computer
equipment
Motor
vehicles
Total
£’000
£’000
£’000
£’000
£’000
Cost or valuation
At 1 January 2023
191
49
1,880
9
2,129
Additions
1,237
393
561
-
2,191
Disposals
(15)
(18)
-
-
(33)
At 31 December 2023
1,413
424
2,441
9
4,287
Additions
25
34
327
-
386
Disposals
-
(10)
(100)
-
(110)
At 31 December 2024
1,438
448
2,668
9
4,563
Depreciation
At 1 January 2023
63
44
1,048
9
1,164
Charge for the year
87
51
528
-
666
Disposals
(15)
(18)
-
-
(33)
At 31 December 2023
135
77
1,576
9
1,797
Charge for the year
128
101
543
-
772
Disposals
-
(3)
(94)
-
(97)
At 31 December 2024
263
175
2,025
9
2,472
Net book value at 31 December 2024
1,175
273
643
-
2,091
Net book value at 31 December 2023
1,278
347
865
-
2,490
38. Debtors
31 December
2024
31 December
2023
£’000
£’000
Trade debtors
1,098
1,448
Amounts due from subsidiary undertakings
7,856
8,245
Corporation tax
1,731
1,692
Prepayments
2,077
1,712
Accrued income
282
220
Other debtors
742
551
13,786
13,868
39. Creditors: Amounts Falling Due Within One Year
31 December
2024
31 December
2023
£’000
£’000
Trade creditors
1,081
1,034
Bank overdraft
-
1,078
Amounts due to subsidiary undertakings
27,742
15,785
Accruals
3,640
1,829
Acquisition obligations
-
-
Other creditors
392
1,205
32,855
20,931
40. Creditors: Amounts Falling Due After More Than One Year
31 December
2024
31 December
2023
£’000
£’000
Bank loan (see Note 41)
19,868
19,945
Deferred tax liability
249
200
20,117
20,145
Annual report for the year ended December 2024
Annual report for the year ended December 2024
120
121
Financial Statements
Notes to the Company Financial Statements
41. Borrowings
Details of the Company’s borrowing facilities and interest rates are set out in Note 20 and not therefore repeated here.
All borrowings are in sterling.
As at 31 December 2024, net assets of the Group were £78,953,000 (2023: £76,453,000) and net borrowings under
this Group arrangement amounted to £9,498,000 (2023: £15,362,000).
43. Unrealised Reserves
Included in reserves at 31 December is unrealised profit, which is non-distributable, of £3,165,000 (2023: £3,165,000).
42. Share Capital and Own Shares
The movements on these items are disclosed within the Consolidated Financial Statements.
A description of Own Shares is disclosed in Note 25. During the year, the Company issued 1,222,222 Ordinary shares
of 10p each (2023: no shares were issued) and at 31 December 2024, the number of shares in issue was 92,238,119
(2023: 91,015,897).
31 December
2024
31 December
2023
£’000
£’000
Bank loan outstanding
20,000
20,000
Adjustment to amortised cost
(132)
(55)
Carrying value of loan outstanding
19,868
19,945
The borrowings are repayable as follows:
Less than one year
-
-
In one to two years
20,000
20,000
20,000
20,000
Adjustment to amortised cost
(132)
(55)
19,868
19,945
Less: Amount due for settlement within 12 months
(shown under current liabilities)
-
-
Amount due for settlement after 12 months
19,868
19,945
44. Operating Lease Commitments
The total minimum lease payments under non-cancellable operating leases are as follows:
31 December 2024
31 December 2023
Land and
buildings
Other
Land and
buildings
Other
£’000
£’000
£’000
£’000
Within one year
1,968
16
1,093
15
Between two and five years
5,911
24
5,959
40
In more than five years
4,725
-
6,017
-
12,604
40
13,069
55
45. Related Party Transactions
Details of related party transactions are disclosed in Note 32 of the Consolidated Financial Statements.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
122
123
Financial Statements
Notes to the Company Financial Statements
46. Group Companies
Below is a list of all companies in the Group. All subsidiaries are 100% owned and all are incorporated in the
United Kingdom, unless otherwise indicated. In addition, the Company holds an indirect interest in Destination
CMS Ltd (50%), treated as a joint venture. Unless otherwise stated, the registered office of all companies is
The Old Sawmills, Filleigh, Barnstaple, EX32 0RN.
Subsidiary undertaking
Country of Incorporation
Registered office
Held directly:
The Mission Marketing Holdings Ltd **
Held indirectly:
April Six GmbH
Germany
1/f, Rosental 7, Munich 80331, Germany
April Six Proof Ltd
April Six Pte. Ltd
Singapore
176 Orchard Road #05 - 05, The Centrepoint,
Singapore 238843
Balloon Dog Ltd
Bastin Day Westley Ltd
Big Communications Ltd
Bray Leino Ltd **
Bray Leino Productions Ltd
Bray Leino Sdn. Bhd. *
Malaysia
No. 308, Block A (3rd Floor), Kelana Business Centre,
No. 97, Jalan 557/2, Kelana Jaya, 47301 Petaling
Jaya, Selangor Darul Ehsan, Malaysia
Bray Leino Splash Ltd *
Hong Kong
Unit 1101, 11/F, Tower 1, Cheung Sha Wan Plaza,
833 Cheung, Sha Wan Road, Lai Chi Kok, Kowloon,
Hong Kong
Bray Leino Splash Pte. Ltd
Singapore
176 Orchard Road, #05-05 The Centrepoint,
Singapore 238843.
Bray Leino Splash Sdn. Bhd. *
Malaysia
No. 308, Block A (3rd Floor), Kelana Business Centre,
No. 97, Jalan 557/2, Kelana Jaya, 47301 Petaling
Jaya, Selangor Darul Ehsan, Malaysia
Fox Murphy Ltd
Fuse Digital Ltd
Influence Sports Ltd **
Jellyfish Ltd
Joluxan Holdings Ltd **
Krow Agency Ltd **
Krow Communications Ltd **
Krow Kinetic Ltd (formerly April Six (Mobility) Ltd) **
Livity Ltd **
* These subsidiaries are 100% owned by Bray Leino Splash Pte. Ltd, which is 70% owned by The MISSION Group plc.
** These subsidiaries are exempt from the Companies Act 2006 requirements relating to the audit of their individual
accounts by virtue of Section 479A of the Act as The MISSION Group plc has guaranteed the subsidiary company
under Section 479C of the Act.
Subsidiary undertaking
Country of Incorporation
Registered office
Mezzo Labs (Hong Kong) Limited
Hong Kong
12F Tower 535, 535 Jaffe Road, Causeway Bay,
Hong Kong SAR
Mezzo Labs Ltd **
Mezzo Labs (Singapore) Pte. Ltd.
Singapore
36 Carpenter Street, 02-00 Carpenter Haus,
059915, Singapore
Mongoose Sports & Entertainment Ltd **
Populate Social Ltd **
RJW & Partners Ltd **
Robson Brown Ltd
Solaris Healthcare Network Ltd **
Soul (London) Ltd **
Spark Marketing Services Ltd (75% owned) **
Speed Communications Agency Ltd **
Splash Interactive Co. Ltd *
Vietnam
Suite 13-01 Pearl Plaza Offices 561A Dien Bien Phu
Ward 25, Binh Thanh District, HCMC, Vietnam
Splash Interactive *
China
Room 1723, Raffles City Shanghai, 268 Middle Xizang
Road, Huangpu District, Shanghai, China
Story Agency Ltd **
Story UK Ltd **
New Clarendon, 114-116 George Street, Edinburgh,
Scotland, EH2 4LH
The Mission Ltd
The Splash Partnership Ltd
ThinkBDW Ltd **
TMGPLC Asia Pte Ltd
Singapore
176 Orchard Road #05 - 05, The Centrepoint,
Singapore 238843
Turbine Media Ltd (51% owned) **
Zonr Ltd
Annual report for the year ended December 2024
Annual report for the year ended December 2024
124
125
NOTICE is hereby given that the Annual
General Meeting (“AGM”) of The MISSION
Group plc (the “Company”) will be held at
12 noon on Monday 16 June 2025 at the offices
of MISSION, Fourth Floor, The Manufactory,
1-8 Alfred Mews, London, W1T 7AA.
The following resolutions will be proposed
as ordinary resolutions:
Report and Accounts
1. To receive the financial statements and the
reports of the Directors and the auditors for
the year ended 31 December 2024.
Directors
2. To re-elect Dylan Bogg as a Director.
3. To re-elect Eliza Filby as a Director.
4. To re-elect Giles Lee as a Director.
Auditors
5. To re-appoint PKF Francis Clark as auditors of
the Company to hold office from the conclusion of
this meeting until the conclusion of the next annual
general meeting at which the Company’s annual
reports and accounts are laid before the meeting.
6. To authorise the Directors to fix the remuneration
of PKF Francis Clark.
Authority to allot shares
7. THAT, in substitution for all subsisting authorities
to the extent unused, the Directors be and are
hereby generally and unconditionally authorised,
in accordance with Section 551 of the Companies
Act 2006 (the “Act”), to exercise all the powers of
the Company to allot shares in the Company and
to grant rights to subscribe for, or to convert any
security into, shares in the Company:
i.
up to an aggregate nominal value of £3,033,671
(such amount to be reduced by the nominal
amount of any equity securities, as defined
in Section 560 of the Act, allotted or granted
under paragraph ii of this resolution in excess
of £3,033,671); and
ii. comprising equity securities, as defined in
Section 560 of the Act, up to an aggregate
nominal amount of £6,067,341 (such amount
to be reduced by any shares allotted or rights
granted under paragraph i of this resolution)
in connection with a fully pre-emptive offer:
1. to ordinary shareholders in proportion
(as nearly as may be practicable) to
their existing holdings; and
2. to holders of other equity securities as
required by the rights of those securities
or, subject to such rights, as the Directors
otherwise consider necessary,
and so that the Directors may impose any limits
or restrictions and make any arrangements which
they consider necessary or appropriate to deal
with treasury shares, fractional entitlements or
securities represented by deposited receipts,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or the requirements of any regulatory body or
stock exchange or any other matter.
The authorities conferred on the Directors under
paragraphs i and ii above shall expire at the conclusion
of the next Annual General Meeting of the Company
after the passing of this resolution or at the close
of business on 30 June 2026, whichever is the earlier,
save that under each authority the Company may,
before such expiry, make an offer or agreement
which would or might require shares to be allotted
or rights to subscribe for, or to convert any security
into, shares to be granted after such expiry and the
Directors may allot shares or grant rights to subscribe
for, or to convert any security into, shares (as the case
may be) in pursuance of such an offer or agreement
as if the relevant authority hereby had not expired.
The following resolutions will be proposed as special
resolutions:
Authority to dis-apply pre-emption rights
8. THAT, subject to the passing of the resolution 7
and in substitution for all subsisting authorities to
the extent unused, the Directors be and are hereby
authorised, pursuant to Section 570 and Section
573 of the Companies Act 2006 (the “Act”) to allot
equity securities (within the meaning of Section 560
of the Act) for cash under the authority conferred
by resolution 7 and /or sell ordinary shares held
by the Company as treasury shares for cash as
if Section 561 of the Act did not apply to any such
allotment or sale, such authority to be limited to:
i.
the allotment of equity securities or sale of
treasury shares for cash in connection with
an offer of, or invitation to apply for, equity
securities (but in the case of the authority
granted under paragraph ii of resolution 7,
by way of a fully pre-emptive offer only):
1. to ordinary shareholders in proportion
(as nearly as maybe practicable) to their
existing holdings; and
2. to holders of other equity securities as
required by the rights of those securities or
as the Directors otherwise consider necessary,
and so that the Directors may impose any limits
or restrictions and make arrangements which
they consider necessary or appropriate to deal
with any treasury shares, fractional entitlements
or securities represented by depositary receipts,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory,
or the requirements of any regulatory body or
stock exchange or any other matter;
ii. the allotment of equity securities or sale of
treasury shares (otherwise than under paragraph
i of this resolution 8) up to an aggregate nominal
value of £910,101; and
iii. the allotment of equity securities or sale of
treasury shares (otherwise than under paragraph
i or paragraph ii of this resolution 8) up to an
aggregate nominal amount equal to 20 per cent
of any allotment of equity securities or sale
of treasury shares from time to time under
paragraph ii of this resolution 8, such authority
only to be used for the purposes of making a
follow-on offer which the Directors determine
to be of a kind contemplated by paragraph 3
of Part 2B of the Statement of Principles on
Disapplying Pre-Emption Rights most recently
published by the Pre-emption Group prior to the
date of this Notice of Annual General Meeting,
such authority to expire at the end of the next Annual
General Meeting of the Company to be held in 2026
or, if earlier, at the close of business on 30 June 2026
(unless previously renewed, varied or revoked by the
Company at a general meeting) but, in each case,
prior to its expiry the Company may make offers,
and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the
authority conferred by this resolution had not expired.
9. THAT subject to the passing of resolution 7,
the Directors be and are hereby authorised,
in addition to any authority granted under
resolution 8, pursuant to Section 570 and Section
573 of the Companies Act 2006 (the “Act”), to allot
equity securities (within the meaning of Section
560 of the Act) for cash under the authority given
by resolution 7 and/or sell ordinary shares held
by the Company as treasury shares for cash as
if Section 561 of the Act did not apply to any such
allotment or sale, such authority to be limited to:
i.
the allotment of equity securities or sale of
treasury shares up to an aggregate nominal
amount of £910,101 such authority to be
used only for the purposes of financing
(or refinancing, if the authority is to be used
within 12 months after the original transaction)
a transaction which the Directors determine
to be an acquisition or specified capital
investment of a kind contemplated by the
Statement of Principles on Disapplying
Pre-Emption Rights most recently published
by the Pre-emption Group prior to the date
of this Notice of Annual General Meeting; and
ii. the allotment of equity securities or sale
of treasury shares (otherwise than under
paragraph i of this resolution 9) up to an
aggregates nominal amount equal to 20 per
cent of any allotment of equity securities or
sale of treasury shares from time to time under
paragraph i of this resolution 9, such authority
to be used only for the purpose of making a
follow-on offer which the Directors determine
to be of a kind contemplated by paragraph 3
of Part 2B of the Statement of Principles on
Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to
the date of this Notice of Annual General Meeting,
such authority to expire at the end of the next Annual
General Meeting of the Company to be held in 2026
or, if earlier, at the close of business on 30 June 2026
(unless previously renewed, varied or revoked by
the Company at a general meeting), but, in each
case, prior to its expiry the Company may make
offers, or enter into agreements, which would,
or might, require equity securities to be allotted
(and sell treasury shares) under any such offer
or agreement as if the authority had not expired.
Additional Information
Notice of Annual General Meeting
Annual report for the year ended December 2024
Annual report for the year ended December 2024
126
127
Authority to purchase own shares
10. THAT pursuant to section 701 of the Companies
Act 2006 (the “Act”) and subject to, and in
accordance with the Company’s Articles of
Association, the Company be generally and
unconditionally authorised to make market
purchases (within the meaning of Section 693(4)
of the Act) of ordinary shares of 10 pence each in
the capital of the Company (“Ordinary Shares”)
on such terms and in such manner as the Directors
shall from time to time determine, provided that:
i.
the maximum aggregate number of Ordinary
Shares hereby authorised to be purchased is
13,651,518; and
ii. the minimum price (exclusive of expenses)
which may be paid for an Ordinary Share is
10 pence; and
iii. the maximum price (exclusive of expenses)
which may be paid for an Ordinary Share is the
higher of (i) an amount equal to 105 per cent of
the average of the middle market quotations for
an Ordinary Share (as derived from The London
Stock Exchange Daily Official List) for the five
business days immediately preceding the date
on which such Ordinary Share is contracted to
be purchased; and (ii) an amount equal to the
higher of the price of the last independent trade
of an Ordinary Share and the highest current
independent bid on the trading venues where
the purchase is carried out; and
iv. the authority hereby conferred shall expire at
the conclusion of the Annual General Meeting
of the Company held in 2026 or 18 months from
the date of this resolution (whichever is earlier)
unless previously revoked, varied or renewed
by the Company in general meeting prior to
such time; and
v. the Company may at any time prior to the
expiry of such authority enter into a contract
or contracts under which a purchase of
Ordinary Shares under such authority will or
may be completed or executed wholly or partly
after the expiration of such authority and the
Company may purchase Ordinary Shares in
pursuance of any such contract or contracts as
if the authority conferred hereby had not expired.
On behalf of the board
Giles Lee
25 March 2025
Registered office: The Old Sawmills,
Filleigh, Barnstaple, Devon EX32 0RN
Registered no. 05733632
Recommendation
Your Directors consider that resolutions 1 to 10
to be proposed at the Annual General Meeting
are in the best interests of the shareholders
and the Company as a whole and unanimously
recommend shareholders vote in favour of such
resolutions, as the Directors intend to do in respect
of their own shareholdings.
Explanatory notes to the proposed resolutions
The resolutions to be proposed at the Annual General
Meeting are set out in the notice. For an ordinary
resolution (resolutions 1 to 7) to be passed at the
Annual General Meeting, more than half of the votes
cast must be in favour of the resolution. For a special
resolution (resolutions 8 to 10) to be passed at the
Annual General Meeting, three-quarters of the votes
cast must be in favour of the resolution.
Resolution 1 – Report and accounts
For each financial year the Directors are required
to present the annual report and accounts of the
Company to the shareholders. This year the Directors
will present the report and accounts for the year
ended 31 December 2024 (2024 Annual Report).
Resolutions 2, 3 and 4 – Directors
In accordance with the Company’s articles of
association, each director needs to stand for
re-election every three years. This year Dylan Bogg,
Eliza Filby and Giles Lee are required to stand for
re-election at the Annual General Meeting. No other
Directors are required to stand for re-election this year.
Resolutions 5 and 6 – Auditors
The Company’s auditors must offer themselves
for re-appointment at each Annual General Meeting
at which accounts are presented. The performance
and effectiveness of the auditors, which included
an assessment of the auditor’s independence and
objectivity has been evaluated by the Company’s Audit
Committee which has recommended to the board of
Directors that PKF Francis Clark be reappointed, and its
remuneration be determined by the board of Directors.
Resolutions 7 to 10 – Share capital
The authority given to the Directors to allot further
ordinary shares in the capital of the Company requires
prior authorisation of the shareholders in a general
meeting under Section 551 of the Companies Act 2006
(the “Act”). On passing of resolution 7, the Directors
will have authority to allot ordinary shares up to an
aggregate nominal amount of £6,067,341, which is
approximately two-thirds of the Company’s current
issued ordinary share capital (excluding any shares
held in treasury) pursuant to a fully pre-emptive as
at 24 March 2025. This authority will expire immediately
following the Annual General Meeting in 2026 or at the
close of business on 30 June 2026, whichever is earlier.
The Directors will continue to seek to renew this authority
at each Annual General Meeting, in accordance with
best practice. The Directors have no present intention
of exercising the authority sought under this resolution
7 except as required in connection with the Company’s
existing contractual obligations under its employee
share schemes and/or historic acquisition agreements.
If the Directors wish to exercise the authority under
resolution 7 and offer shares (or sell any shares
which the Company may purchase and elect to hold
as treasury shares) for cash, the Act requires that,
unless shareholders have given specific authority for
the waiver of their statutory pre-emption rights, the new
shares must be offered first to existing shareholders
in proportion to their existing shareholdings. In certain
circumstances it may be in the best interests of the
Company to allot new shares (or grant rights over
shares) for cash or to sell treasury shares for cash
without first offering them to existing shareholders
in proportion to their holdings. As a result, and in
accordance with the Pre-Emption Group’s Statement
of Principles on Disapplying Pre-Emption Rights 2022
(“Statement of Principles 2022”), the Directors are
seeking authority to disapply pre-emption rights in
two separate special resolutions.
The first resolution, resolution 8, if passed, would
authorise the Directors of the Company to do this
by allowing the Directors to allot shares for cash,
or sell treasury shares for cash in accordance with
the authority given by resolution 7: (i) in connection
with pre-emptive offers and offers to holders of other
equity securities if required by the rights of those
securities or as the Directors consider necessary;
(ii) (otherwise pursuant to (i) above) up to an aggregate
nominal value of £910,101 which is equivalent to
approximately 10 per cent of the listed issued ordinary
share capital of the Company (excluding any shares
held in treasury); and (iii) (otherwise than pursuant to
(i) and (ii) above) up to an aggregate nominal amount
of £182,020 representing approximately two per cent
of the issued ordinary share capital of the Company
(excluding any shares held in treasury), to be used only
for the purposes of a follow-on offer (see further below).
The second resolution, resolution 9, seeks authority
for the Directors to disapply pre-emption rights and
allot new shares and other equity securities pursuant
to the allotment authority given by resolution 7, or to
sell treasury shares for cash, up to a further aggregate
nominal amount of £910,101, which is equivalent to
approximately 10 per cent of the Company’s issued
ordinary share capital (excluding any shares held
in treasury), but only for the purposes of financing
a transaction which the Directors determine to be
an acquisition of a specified capital investment, as
contemplated by the Statement of Principles 2022,
with authority for a further disapplication of pre-emption
rights up to an aggregate nominal amount of £182,020
representing approximately two per cent of the issued
ordinary share capital (excluding any shares held
in treasury) to be used only for a follow-on offer.
The nominal amounts in each of resolutions 8 and 9
represent approximately 10 per cent and two per cent
of the issued ordinary share capital of the Company
(excluding any shares held in treasury) on 24 March
2025, being the latest practicable date prior to the
publishing of this Notice of Annual General Meeting.
Resolutions 8 and 9 are in line with the disapplication
authorities permitted by the Statement of Principles
2022. This allows the Directors to allot shares for cash
otherwise than in connection with a pre-emptive offer:
(i) up to 10 per cent of a company’s issued ordinary
share capital for use on an unrestricted basis; (ii) up to
an additional 10 per cent of issued ordinary share capital
in connection with an acquisition or specified capital
investment which is announced contemporaneously
with the allotment, or which has taken place in the
preceding 12 month period and is disclosed in an
announcement of the allotment; and (iii) in the case
of both (i) and (ii), up to an additional two per cent
of issued ordinary share capital for the purposes only
of a follow-on offer. The Statement of Principles 2022
provides for a follow-on offer as a possible means of
enabling smaller and retail shareholders in the Company
to participate in a non-pre-emptive equity issue when
it may not be possible (for timing or other reasons) for
them to participate in a particular offer or placing being
undertaken. The Statement of Principles 2022 sets out the
expected features of any such follow-on offer, including
in relation to qualifying shareholders, monetary caps on
the amount qualifying shareholders can subscribe and
the issue price of the shares.
The Directors confirm that in considering the exercise
of the authorities under resolutions 8 and 9, they intend
to follow the shareholder protections and the expected
features of a follow-on offer in paragraph 3 of Part 2B
of the Statement of Principles 2022.
Both authorities will expire immediately following the
Annual General Meeting in 2026 or at the close of
business on 30 June 2026, whichever is the earlier.
The Directors of the Company intend to renew such
authorities at successive Annual General Meetings
in accordance with current best practice.
The Directors have no present intention of exercising
any of the authorities granted by resolutions 8 and 9
except as required in connection with the Company’s
existing contractual obligations under its employee
share schemes and/or historic acquisition agreements,
but they consider their grants to be appropriate and
in the best interests of the Company in order to preserve
maximum flexibility for the future.
Annual report for the year ended December 2024
Annual report for the year ended December 2024
128
129
Resolution 10 – Authority to purchase own shares
This resolution is to authorise the Company to
buy-back up to 13,651,518 Ordinary Shares and this is
the maximum number of Ordinary Shares which may
be purchased representing 15 per cent of the Company’s
issued ordinary share capital (excluding any shares
held in treasury) as at 24 March 2024. The resolution
sets out the maximum and minimum prices at which the
Ordinary Shares may be bought, exclusive of expenses,
reflecting the requirements of the Act.
Under the Act, the Company is allowed to hold its
own shares in treasury following a buy back, instead
of having to cancel them. This gives the Company
the ability to re-issue treasury shares quickly and
cost-effectively and provides the Company with
additional flexibility in the management of its capital
base. Such shares may be resold for cash but all rights
attaching to them, including voting rights and any
right to receive dividends are suspended whilst they
are held in treasury. If the Directors exercise the
authority conferred by resolution 10, the Company
will have the option of either holding in treasury or
cancelling any of its own shares purchased pursuant
to this authority and will decide at the time of purchase
which option to pursue.
Note to the Notice of Annual General Meeting
A member entitled to attend and vote at the Annual
General Meeting may appoint one or more proxies
(who need not be a member of the Company) to
attend, speak and vote on his or her behalf. A member
may appoint more than one proxy in relation to
the meeting provided that each proxy is appointed
to exercise the rights attached to different shares.
To appoint as your proxy a person other than the chair
of the meeting, insert their full name in the box on the
Form of Proxy. If you sign and return the proxy form
with no name inserted in the box, the chair of the
meeting will be deemed to be your proxy. Where you
appoint as your proxy someone other than the chair,
you are responsible for ensuring that they attend the
meeting and are aware of your voting intentions.
If you wish your proxy to make any commitments on
your behalf, you will need to appoint someone other
than the chair and give them relevant instructions
directly. In order to be valid an appointment of proxy
must be completed, signed and returned in hard copy
form by post, by courier or by hand to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen,
West Midlands B62 8HD. The closing time for lodging
proxies is 12 noon on Thursday 12 June 2025. For the
purposes of determining which persons are entitled
to attend or vote at the meeting, members entered
on the Company’s register of members at 6.00p.m.
on Thursday 12 June 2025 have the right to attend
and vote at the meeting.
CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the AGM and any adjournment thereof
by using the procedures described in the CREST manual.
CREST personal members who have appointed a voting
service provider(s) should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy
appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a “CREST
Proxy Instruction”) must be properly authenticated in
accordance with Euroclear UK & International Limited’s
specifications and must contain the information required
for such instructions, as described in the CREST manual.
All messages relating to the appointment of a proxy or
an instruction to a previously appointed proxy must be
transmitted so as to be received by Neville Registrars
Limited (ID: 7RA11) no later than 12.00 noon on Thursday
12 June 2025. Normal system timings and limitations
will apply in relation to the input of CREST Proxy
Instructions. It is therefore the responsibility of the
CREST member concerned to take such action as shall
be necessary to ensure that a message is transmitted
by means of the CREST system, and where applicable,
their CREST sponsor(s) or voting service provider(s) are
referred, in particular, to those sections of the CREST
manual concerning practical limitations of the CREST
system and timings. The Company may treat as invalid
a CREST Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
Any corporation which is a member can appoint one
or more corporate representatives who may exercise
on its behalf all of its powers as a member provided
that they do not do so in relation to the same shares.
A copy of this notice can be found on the Company’s
website in the Investors > Shareholder Centre >
AGM Information section.
Your personal data includes all data provided by you,
or on your behalf, which relates to you as a shareholder,
including your name and contact details, the votes
you cast and your Shareholder Reference Number
(attributed to you by the Company). The Company
determines the purposes for which and the manner
in which your personal data is to be processed.
The Company and any third party to which it discloses
the date (including the Company’s registrar) may
process your personal data for the purposes of compiling
and updating the Company’s records, fulfilling its legal
obligations and processing the shareholder rights you
exercise. A copy of the Company’s privacy policy can
be found on the Company’s website in the Investors >
Governance > View Legal information section.
Advisors
Company Registration Number:
05733632
Registered Office:
The MISSION Group plc
The Old Sawmills
Filleigh, Barnstaple
Devon, EX32 0RN
Nominated Advisor:
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Stockbroker:
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Auditors:
PKF Francis Clark
Statutory Auditor
Centenary House
Peninsula Park
Rydon Lane
Exeter, EX2 7XE
Lawyers:
Shakespeare Martineau
No 11 Colmore Square,
Birmingham, B4 6AA
Financial Advisor:
Blackdown Partners
52 Grosvenor Gardens
London
SW1W 0AU
Registrars:
Neville Registrars
Neville House
Steelpark Road
Halesowen, B62 8HD
Company Secretary:
Michael Langford
The Old Sawmills
Filleigh, Barnstaple
Devon, EX32 0RN
Bankers:
NatWest Corporate & Commercial Banking
250 Bishopsgate
London, EC2M 4AA
Annual report for the year ended December 2024
131
Annual report for the year ended December 2024
130
The Old Sawmills, Filleigh,
Barnstaple, Devon, EX32 0RN
themission.co.uk