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Final Results

In brief · summary, not quotable

Brave Bison Group PLC reported strong financial results for the year ending December 31, 2025, with net revenue increasing by 60% to £34.1 million and adjusted EBITDA growing by 51% to £6.8 million, both exceeding consensus expectations. The company also saw a 14% year-on-year increase in adjusted basic EPS to 6.9p and raised its full-year dividend by 10% to 0.44p per share. Strategic acquisitions, including MiniMBA and MTM, alongside positive momentum in Sport & Entertainment and advancements in AI capabilities, contributed to the company's performance. The outlook for FY26 is positive, with upgraded expectations for net revenue and adjusted EBITDA, driven by continued organic growth in MiniMBA and strong performance in its Sport & Entertainment division.

Full year to 31 Dec 2025NowYear beforeChange
Revenue £54.3m £32.8m +65.5%
Operating profit £1.0m £1.9m −46.0%
Adj. operating profit £5.6m £3.9m +44.0%
Adj. EBITDA £6.8m £4.5m +51.3%
Profit before tax £0.7m £2.0m −65.1%
Net income £1.5m £2.3m −33.2%
Cash from operations £3.2m £1.6m +96.1%
Net cash / (debt) £4.3m £7.5m −42.7%
Cash £10.5m £7.6m +38.1%

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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FY26 outlook upgraded following 18%+ organic growth

in MiniMBA and continued momentum in Sport & Entertainment

FY25 dividend per share increased 10% YoY

Brave Bison, the next-generation marketing and technology partner for global brands, today releases its audited results for the year ending 31 December 2025 ("FY25").

Oliver Green, Chairman, commented:

"2025 marks our fifth year as management of Brave Bison and we are pleased to report a fifth year of consecutive growth in net revenue, adjusted EBITDA and adjusted earnings per share.

We made five acquisitions during the period, two of which are already outperforming expectations, we continue to develop our industry-leading AI proposition, and we welcomed new clients, staff and investors throughout the year.

Momentum is strong and we are excited for the year ahead. MiniMBA has announced a record contract win and we are now the largest shareholder in System1 Group plc, one of the industry leaders in marketing effectiveness - a fast-growing corner of our ecosystem".

FY25 Financial Highlights

AuditedFY25FY24ChangeFY23
Turnover / Billings (1)£54.3m£32.8m+65%£35.7m
Net Revenue£34.1m£21.3m+60%£20.9m
Adj. EBITDA (2)£6.8m£4.5m+51%£4.3m
Adj. EBITDA Margin19.9%21.0%(110bps)20.5%
Adj. Profit Before Tax (3)£5.6m£3.9m+44%£3.6m
Acquisition Costs£2.3m£0.3m£0.8m
Restructuring & Integration Costs£0.9m£0.9m£0.8m
Share Based Payments£0.2m£0.4m£0.4m
Impairments & Amortisation of Acquired Intangibles£1.6m£0.4m£0.4m
Profit Before Tax£ 0.7m£2.0m(65%)£1.1m
Adj. Basic EPS (4)6.9p6.1p+15%5.7p
Net Cash£4.3m£7.5m(42%)£6.8m

Small apparent errors due to rounding, restated to reflect 20:1 share consolidation

  • Net revenue of £34.1m (FY24: £21.3m), Adj. EBITDA of £6.8m (FY24: £4.5m) and Adj. profit before tax of £5.6m (FY24: £3.9m), all ahead of recently upgraded consensus expectations
  • Fifth consecutive year of growth in net revenue, Adj. EBITDA and Adj. basic EPS. Net revenue has increased by more than 8x since 2020 and Adj. basic EPS has grown by an annual compound growth rate of 18% over four years
FY20FY21FY22FY23FY24FY25
Net Revenue£4.0m£7.8m£16.9m£20.9m£21.3m£34.1m
Adj. EBITDA (2)£0.1m£1.8m£3.0m£4.3m£4.5m£6.8m
Adj. Basic EPS (5)(5.1p)3.7p4.9p5.7p6.1p6.9p
  • Adj. EBITDA margin of 19.9% (FY24: 21.0%), a reduction of 110bps year-on-year and within target range. The lower margin reflects the expected dilution from Engage and The Fifth acquisitions, which were loss-making at the time of completion. The margin increased from 19.2% in H1 to 20.4% in H2 to deliver an FY25 margin of 19.9%
  • Statutory profit before tax of £0.7m (FY24: £2.0m), a reduction of 65% year-on-year, reflecting exceptional acquisition-related expenses and restructuring costs totalling £3.3m (FY24: £1.3m) as a result of the five acquisitions made in the period (FY24: none)
  • Non-cash adjustments include share-based payments of £0.2m (FY24: £0.4m) and amortisation of acquired intangibles £1.6m (FY24: £0.4m)
  • Adj. basic EPS of 6.9p (FY24: 6.1p), growth of 14% year-on-year and ahead of consensus expectations. Adj. basic EPS adjusted to exclude the benefit of tax credits received and deferred tax assets recognised during the period
  • Net cash of £4.3m at 31 December 2025 (FY24: £7.5m). Balance sheet cash was deployed on several acquisitions during the period
  • The Board is declaring dividend payments for the year ended 31 December 2025 of an aggregate of £0.5m (FY24: £0.3m), equating to 0.44p per share (FY24: 0.40p) and an increase of 10% year-on-year
  • Subject to ratification at the Company's AGM, the dividend will be paid on 26 June 2026 to shareholders listed on the register of members on 29 May 2026. The shares will be marked ex-dividend on 28 May 2026.

FY25 Strategic Highlights

  • Acquisition of MiniMBA, a category-leading training and eLearning business for marketing professionals. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception, including from global brands such as American Express, McDonald's, Google, British Airways, Nestle and Salesforce
  • MiniMBA now forms the cornerstone of the Group's new skills and capabilities practice that sits alongside, but operates independently from, Brave Bison's existing operations. This new practice will allow Brave Bison to better service CMOs, cementing the Company as the marketing and technology partner-of-choice for future-focused brands
  • Acquisition of MTM, an insights and strategy consulting firm. MTM provides commercial strategy consulting and audience insight through qualitative and quantitative research and owns the data platform 3 Reasons, a proprietary forecasting model, as well as HEART, a growth framework for subscription and digital services brands to improve customer retention. Customers include global technology and media companies such as Google, Figma, Samsung and Spotify, as well as sports rights holders including Formula E, and ECB
  • Further bolt-on acquisitions completed including Builtvisible, a specialist search engine optimisation business, Engage, a sports marketing company, and The Fifth, an influencer marketing agency specialising in entertainment customers
  • Brave Bison's entertainment network streamed La Casa de Alofoke, the largest-ever YouTube live stream with 900 hours of continuous content that reached 2.1m concurrent viewers
  • Strong year for new business wins with new clients including Nestle, ServiceNow, The Travel Corporation, Primark, loveholidays, Guiness World Records and Tottenham Hotspur FC
  • AudienceGPT, a proprietary AI tool developed by Brave Bison to give customers quick access to synthetic audiences, won 'Best Operational Use of AI' at the Campaign Tech Awards. AdStudio, a performance creative solution that uses AI to produce creative assets at scale, won a Meta Agency Award. Brave Bison's AI tools are being used by Aviva, New Balance, The Very Group, Tottenham Hotspur and others
  • Brave Bison successfully completed a £15.5m equity fundraising in July 2025 and welcomed new strategic investors during the year including Professor Mark Ritson, founder of MiniMBA, and News Corp., the global media and information business
  • The average number of employees employed by the Group during the year was 319 (FY24: 192). The total headcount at year end was 381 (FY24: 291)

FY26 Outlook

  • The Board expects net revenue and Adj. EBITDA to exceed current consensus expectations for FY26 (5). Net revenue in Q1 FY26 is expected to increase 58% year-on-year, an encouraging performance despite the conflict in the Middle East causing some clients to review spending
  • Continued strong momentum in the Group's Sport & Entertainment division after success with livestreamed events in Q4 FY25
  • MiniMBA, the Group's training and eLearning platform, has traded ahead of Board expectations in FY26 year-to-date and is forecast to grow organically by over 18% compared to the previous year
  • In March 2026, Brave Bison announced the acquisition of a 28% shareholding in System1 Group plc ("System1"), an AIM-quoted and industry-leading marketing effectiveness platform. Brave Bison continues to work constructively with the Board of System1 to maximise shareholder value and is pleased to report an unrealised gain as at 28 April 2026 of c.£1.7m on the strategic investment
  • The Board expects to be in a net cash position at 30 June 2026 following continued cash generation, despite the cash cost of the System1 investment
  • Appointment of Yvonne Monaghan as Non-Executive Director and Chair of Audit Committee (announced separately today), further strengthening corporate governance in line with the Group's continued growth
  • Turnover / Billings includes pass-through costs such as media spend and revenue share from platforms and partner channels.
  • Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.
  • Adj. Profit Before Tax is defined as profit before tax after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments.
  • Adj. Basic EPS is equal to Adj. Profit After Tax, (being Adj. Profit Before Tax less current year operating tax charges), divided by the basic weighted average number of shares in issue. Adj. Basic EPS is adjusted to exclude exceptional tax charges or deferred tax charges/credits
  • Consensus expectations as at 29 April 2026: FY25 net revenue £33.5m, Adj. EBITDA £6.5m, Adj. Basic EPS 6.4p, FY26 net revenue £44.8m, adj. EBITDA £9.4m, Adj. Basic EPS 7.1p

Chairman's Review

2025 was another transformational year for Brave Bison, delivering a step change in scale, capability and ambition. Net revenue increased by 60% to £34.1 million, driven by strong organic performance and the contribution from five acquisitions completed during the year. Adjusted EBITDA grew by 51% to £6.8 million, a margin of 20% and within our target range. These results mark our fifth year as management of Brave Bison and a fifth year of consecutive growth in net revenue, adjusted EBITDA and adjusted earnings per share.

The marketing landscape is in the middle of a profound structural change. For decades, scale meant advantage, with global advertising networks able to out-invest and out-distribute smaller competitors. In an AI-driven world, that dynamic is shifting. Access to powerful technology is increasingly democratised, and advantage now lies with organisations that combine best-in-class AI tools with strategic judgement, creative excellence and cultural insight. We have built Brave Bison for this environment. We believe the marketing partner of the future will augment machine intelligence with human expertise-using AI to inform, accelerate and optimise, while experienced practitioners and specialists translate that intelligence into ideas and outcomes that drive business growth.

In 2025, we completed an oversubscribed share placing, our third in five years, raising £15.5 million of new equity capital. Strong demand from both existing and new shareholders reflects confidence in our strategy and our ability to execute against a significant market opportunity. Outside of our financial and institutional shareholder base, we were pleased to welcome new strategic investors throughout the year, including News Corp., the global media and information business, and Professor Mark Ritson, an industry thought leader and founder of MiniMBA. We remain disciplined in capital allocation, deploying funds to acquire high-quality, complementary businesses that enhance our capabilities and accelerate growth.

In a year of rapid acquisitive growth, we have focused on where we see our markets heading. We acquired fan engagement specialists Engage ahead of a huge 18 months of global sporting tournaments, we acquired search engine optimisation specialists Builtvisible in a swell of AI-powered search behaviour, and we invested further into influencer marketing with The Fifth just as global consumer goods group Unilever announced a significant pivot away from traditional media and into creator-led marketing.

Other acquisitions in MiniMBA and MTM have diversified our offer beyond marketing services into training and strategy consulting, embedding us further upstream with the C-suite as a trusted strategic advisor. Collectively, these additions strengthen our position across the marketing value chain, spanning strategy, creativity, content, media and skills development.

Whilst pursuing our acquisition strategy, we have continued to invest in the Brave Bison brand and community. Through thought leadership platforms such as SocialMinds, BraveTalk and our live in-person events programme, we are building an engaged network of practitioners and decision-makers. Our events in London and Manchester attracted hundreds of senior marketers, while our content platforms hosted leading voices from brands including Vodafone, Domino's and Unilever. These activities are strengthening our market presence and reinforcing our position as a recognised industry leader.

Our enhanced proposition is resonating with clients. During the year, we secured mandates from a range of new, blue-chip and high-growth organisations, including Primark, Electronic Arts, Guinness World Records, Red Bull, Airbnb, loveholidays, Barbour, Caffè Nero, ATP and EQT. We've also significantly scaled advertising revenue from our YouTube media network, in a year where the platform overtook traditional broadcast channels in monthly viewing figures for the first time in history.

Innovation remains central to our organic growth strategy. We were pleased to receive a Campaign Tech Award for AudienceGPT, our AI-powered audience intelligence platform that identifies, segments and predicts high-value consumer audiences to improve marketing performance, recognising our application of AI to real marketing challenges. We also established a strategic partnership with Professor Mark Ritson which, alongside our acquisition of MiniMBA, strengthens our position at the intersection of marketing excellence and effectiveness.

Following the year end, we announced a strategic investment in System1 Group plc, a leading creative effectiveness platform. This investment reflects our conviction that the future of marketing will be defined by the integration of creativity and predictive measurement. System1 uses behavioural science and a proprietary database of over 150,000 adverts-categorised and scored by category and emotional response-to predict advertising effectiveness. In an AI-driven world, where content production becomes faster and cheaper, the scarce advantage shifts to understanding what truly works-making this structured dataset of human emotional response an increasingly valuable decision-making layer on top of generative AI.

On behalf of the Board, I would like to thank our people for their continued hard work and commitment, and our clients, partners and shareholders for their ongoing support. We enter 2026 with strong momentum and confidence in our strategy, and with a clear ambition: to build a distinctive, high-performing company that helps brands grow in an AI-first world, and delivers sustainable long-term value for all stakeholders.

Oliver Green

Executive Chairman

CFO's Review

2025 was a period of transformational growth for Brave Bison as we broadened our offering, revenue model and customer base through a combination of acquisitions and client wins.

Overall, net revenue increased by 60% to £34.1 million (2024: £21.3 million) and adjusted profit before tax, a measure of underlying profitability, increased by 44% to £5.6 million (2024: £3.9 million).

We completed 5 acquisitions in the year, falling into two categories. Firstly, we made acquisitions which significantly enhanced and extended our existing capabilities, focused mainly on our Consultancy & Marketing Services and Sport & Entertainment divisions. These acquisitions included Builtvisible, The Fifth, MTM and Engage.

Secondly, we announced the transformational acquisition of MiniMBA, one of the UK's leading online learning platforms for marketing professionals. The acquisition of MinMBA means we can deliver a more rounded offering to our clients as a partner for marketing excellence across not only executional marketing campaigns, consultancy and fan engagement, but also marketing training. Our strategic investment in System1 in March 2026 is another step towards being able to deliver support and results for CMOs across the full spectrum of their requirements.

Principal Activities

The step-change in the business's size during the year has inevitably developed the way in which we think about and monitor it. From the perspective of the services which we are providing to clients, we now talk about ourselves as having 3 business units - Sport & Entertainment, Consultancy & Marketing Services and Training.

From a segmental reporting perspective, however, we look at the business split between services revenue and platform revenue. Services revenue is largely charged on the basis of the time required to deliver work for our clients. We have built up reporting and tools for managing this part of our business which enables us to plug in new acquisitions and improve margins. Platform revenue consists of our advertising revenue share from our media network, alongside the MiniMBA course revenue. We look at this separately as it is far more scalable, since there is almost no marginal cost to growing channel or course revenues. However, there is potentially more requirement for capital expenditure around product development.

We had a stand-out year on the Sport & Entertainment front following huge success from the channels we run on behalf of global sports federations, rights holders and media owners. We saw particular success with channels from Spanish-language entertainment property Alofoke, whose YouTube livestream 'La Casa de Alofoke' attained the world record for the longest livestream ever, and delivered significant revenue. We also developed our proposition further with the acquisition of Engage which helped with the new business efforts as we gained access to more senior marketeers in significant sporting federations.

Within our Consultancy & Marketing Services business unit we saw good organic growth as well as growth from the Builtvisible acquisition within performance marketing. Our social media marketing division saw some revenue reductions as a result of a large client moving to a more mixed roster of agencies, however we also saw some significant client wins such as Primark in this part of the business towards the end of the year.

Training is a new business unit for us this year, but we are excited about the potential here. We have been rebooting the marketing and sales team with a number of new hires, as well as looking at potential product development, and partnerships to drive revenue in different markets.

Margins and Operations

Our adjusted EBITDA margin in 2025 was 20%, down from 21% in 2024. This minor reduction is due to the fact that some of our acquisitions during the period have been historically operating at lower margins. As we have integrated these into the group these margins have improved, however it typically takes 12 months or so for them to reach the same levels as the rest of our business. We are also investing in teams focused on AI tooling and development, which we anticipate having a positive impact on margins and competitiveness in future years, but which we are currently not capitalising.

Exceptional Costs and Adjustments

The most significant exceptional costs were unsurprisingly associated with the acquisitions which we made during the year. We had £2.3 million (2024: £0.3 million) of acquisition costs, which related to legal fees, due diligence fees, and fundraising fees associated with our oversubscribed £15.5 million fundraising ahead of our acquisition of the MiniMBA.

During the year Brave Bison incurred restructuring costs of £0.9 million (2024: £0.9 million). This related to a mixture of termination payments relating to staff costs associated with some of the lower margin acquisitions during the year which required restructuring, and duplicate IT contracts where we have been able to achieve synergies going forwards. There was also an element relating to property leases associated with acquisitions which were unused and have now been terminated.Amortisation of acquired intangibles relates to the amortisation of customer relationships, brand names and online content arising from our recent acquisitions.

Equity settled share-based payments relate to the value of share awards that have been granted to employees of the Group.

20252024
£000's£000's
Adjusted EBITDA6,7934,491
Finance costs(437)(195)
Finance income96252
Depreciation(830)(644)
Adjusted Profit before tax5,6223,904
Restructuring costs(925)(927)
Acquisition costs(2,282)(255)
Amortisation of acquired intangibles(1,579)(387)
Equity settled share based payments(154)(383)
Profit before tax6821,952

Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its performance and is defined as earnings before interest, taxation, depreciation and amortisation and after add back of costs related to restructuring, acquisitions and share based payments. It should be noted that a portion of the property costs in both 2025 and 2024 fall into the finance costs and depreciation lines as a result of the introduction of IFRS 16 'Leases'.

As a result, the Group also uses adjusted profit before tax as a measure of performance, which is stated after add back of costs related to restructuring, acquisitions, share based payments, impairments and amortisation of acquired intangibles, but which is after the deduction of costs associated with property leases.

The statutory profit before tax for the year reduced to £0.7 million (2024: £2 million), a reduction of 65%. This was due to the acquisition costs and increased amortisation of acquired intangibles detailed above.

Financial Position

Brave Bison ended the period with cash resources of £10.5 million (2024: £7.6 million) and net cash after deducting outstanding bank loans of £4.3 million (2024: £7.5 million).

The reduction in net cash is attributable to acquisition related outflows. The company had strong operating activity inflows of £8.0 million during the period (2024: £1.6 million), resulting in a closing cash position ahead of market forecasts. This was partly due to strong performance in our Sport & Entertainment business unit in Q4, which has a disproportionately positive impact on our cash balances due to the timing of cashflows from the social media platforms.

We agreed a £10 million revolving credit facility with Barclays during the year ahead of the acquisition of MiniMBA and MTM. £6 million was drawn as at the year end.

The Group is carrying intangible assets of £49.7 million (2024: £12.3 million). This has increased significantly due to the acquisitions during the year. Non-acquisition related intangible asset additions were £0.1 million and related to MiniMBA course content development.

Capital Allocation Policy

The group maintains a disciplined capital allocation policy. We are looking to repay our existing debt within the year, however the priority remains the ongoing investment into the business to support the long-term growth of the Company. As shown during 2025, this is likely to consist of both bolt-on acquisitions to enhance key business areas, and more transformational acquisitions which help to cement our position as a partner to CMOs helping to deliver marketing excellence.

We do intend to continue to pay a small dividend to return cash to shareholders alongside this, and are declaring a final dividend for the year of £0.5 million (FY24: £0.3 million), equivalent to 0.44p per share (FY24: 0.4p per share after adjusting for the share consolidation). Subject to ratification at the Company's AGM, the dividend will be paid on 26 June 2026 to shareholders listed on the register of members on 29 May 2026. The shares will be marked ex-dividend on 28 May 2026.

Key Performance Indicators

20252024
£000's£000's
Revenue54,32432,828
Gross Profit34,14921,341
Adjusted EBITDA6,7934,491
Adjusted Profit Before Tax5,6223,904
Adjusted Earnings per ordinary share (pence)6.946.06
Profit before tax6821,952
Gross Cash10,4967,603
Net Cash4,2927,468

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

Philippa Norridge

Chief Financial Officer

CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

3131
NoteDecember 2025December 2024
£000's£000's
Revenue654,32432,828
Cost of sales(20,175)(11,487)
Gross profit34,14921,341
Administration expenses(33,126)(19,446)
Operating profit71,0231,895
Finance costs9(437)(195)
Finance income996252
Profit before tax76821,952
Analysed as
Adjusted EBITDA6,7934,491
Finance costs9(437)(195)
Finance income996252
Depreciation14(830)(644)
Adjusted Operating Profit5,6223,904
Restructuring costs8(925)(927)
Acquisition costs29(2,282)(255)
Impairment charge15--
Amortisation of acquired intangibles13(1,579)(387)
Equity settled share based payments24(154)(383)
Profit before tax6821,952
Income tax credit10828309
Profit attributable to equity holders of the parent1,5102,261
Statement of Comprehensive Income
Profit for the year1,5102,261

Items that may be reclassified subsequently to profit or loss

Exchange gain/(loss) on translation of foreign subsidiaries24(9)
Total comprehensive profit for the year attributable to owners of the parent1,5342,252
Profit per share (basic and diluted)
Basic profit per ordinary share (pence)111.86p3.51p
Diluted profit per ordinary share (pence)111.76p3.30p
Adjusted basic operating earnings per ordinary share (pence)116.94p6.06p
Adjusted diluted operating earnings per ordinary share (pence)116.54p5.70p

All transactions arise from continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31At 31
DecemberDecember
Note20252024
£000's£000's
Non-current assets
Intangible assets1349,72212,274
Property, plant and equipment141,9601,962
Deferred tax asset162,8342,426
54,51616,662
Current assets
Trade and other receivables1712,5078,434
Cash and cash equivalents10,4967,603
23,00316,037
Current liabilities
Trade and other payables18(22,930)(8,741)
Acquisition liabilities <1 year18(469)-
Contingent acquisition liabilities <1 year18(857)-
Bank Loans <1 year20(1,091)(19)
Lease Liabilities19(612)(249)
(25,959)(9,009)
Non-current liabilities
Lease Liabilities19(1,260)(1,463)
Deferred tax liability16(3,186)(596)
Acquisition liabilities >1 year18(889)-
Contingent acquisition liabilities >1 year18(1,875)-
Bank loans >1 year20(5,113)(116)
Provisions for liabilities21(120)(224)
(12,443)(2,399)
Net Assets39,11721,291
Equity
Share capital222,0501,292
Share premium2315,647-
Merger reserve(24,060)(24,060)
Distributable reserve158,169158,436
Retained deficit(112,869)(114,533)
Translation reserve180156
Total equity39,11721,291
CONSOLIDATED STATEMENT OF CASHFLOWS
20252024
£000's£000's
Operating activities
Profit before tax6821,952
Adjustments:
Depreciation, amortisation and impairment2,4091,031
Finance income(96)(252)
Finance costs437195
Share based payment charges154383
Decrease/(increase) in trade and other receivables2,439(1,261)
Decrease in trade and other payables(2,872)(418)
Tax paid(6)(7)
Tax received34-
Cash inflow from operating activities3,1821,623
Investing activities
Acquisition of subsidiaries(26,521)-
Net cash acquired on acquisition5,338-
Loan to potential acquisition-(650)
Purchase of property plant and equipment(190)(167)
Purchase of intangible assets(99)-
Interest received96252
Cash outflow from investing activities(21,376)(565)
Cash flows from financing activities
Issue of share capital16,40561
Interest paid(437)(195)
Dividend paid(267)-
Drawdown of borrowings6,000-
Repayment of borrowings(330)(18)
Repayment of lease liability(308)(214)
Cash (outflow)/inflow from financing activities21,063(366)
Net increase in cash and cash equivalents2,869692
Movement in net cash
Cash and cash equivalents, beginning of year7,6036,920
Increase in cash and cash equivalents2,869692
Movement in foreign exchange24(9)
Cash and cash equivalents, end of year10,4967,603
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share CapitalShare premiumCapital redemption ReserveMerger ReserveMerger relief ReserveTranslation ReserveDistributable ReserveRetained deficitTotal Equity
£000's£000's£000's£000's£000's£000's£000's£000's£000's
At 1 January 20241,28889,0956,660(24,060)62,624165-(117,177)18,595
Shares issued during the year457------61
Equity settled share based payments-------383383
Capital Restructure-(89,152)(6,660)-(62,624)-158,436--
Transactions with owners4(89,095)(6,660)-(62,624)-158,436383444
Other comprehensive income
Profit and total comprehensive income for the year-----(9)-2,2612,252
At 31 December 20241,292--(24,060)-156158,436(114,533)21,291
Shares issued during the year75815,647------16,405
Equity settled share based payments-------154154
Dividends paid------(267)-(267)
Transactions with owners75815,647----(267)15416,292
Other Comprehensive income
Profit and total comprehensive income for the year-----24-1,5101,534
At 31 December 20252,05015,647-(24,060)-180158,169(112,869)39,117

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

1 Brave Bison

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

The consolidated financial statements of the Group for the year ended 31 December 2025 comprise the Company and its subsidiaries (together referred to as the "Group"). The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the CFO's Review on pages 7-8, and Principal Risks and Uncertainties on page 42. In addition, Note 26 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk.

2 Basis of preparation

2.1 Going Concern

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months from the date of approval of the consolidated financial statements. The Group is dependent for its working capital requirements on cash generated from operations, and cash holdings. The cash holdings of the Group at 31 December 2025 were £10.5 million (2024: £7.6 million). The Group made a profit before tax of £0.7 million for the year ended 31 December 2025 (2024: £2.0 million), and generated an increase in cash and cash equivalents in 2025 of £2.9 million (2024: £0.7 million). The Group had net assets of £39.1 million (2024: £21.3 million), and net current liabilities of £3.0 million (2024: net current assets of £7.0 million).

The Directors have prepared detailed cash flow projections for the period to 31 December 2026 and for the following 6 month period to 30 June 2027 which are based on their current expectations of trading prospects. The Group achieved positive cashflow of £6.3 million in H2 2025, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2026.

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

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

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

2.2 Basis of consolidation

The consolidated financial statements consolidate the financial statements of Brave Bison Group plc and all its subsidiary undertakings up to 31 December 2025, with comparative information presented for the year ended 31 December 2024. No profit and loss account is presented for Brave Bison Group plc as permitted by section 408 of the Companies Act 2006.

Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Brave Bison Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. Engage Sports Media Limited has a reporting date of 31 January, Engage Digital Partners Pvt Limited has a reporting date of 31 March and Engage Digital Partners Pty Limited has a reporting date of 30 June. All other subsidiaries have a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes to Brave Bison Group plc.

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

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

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

2.3 Adoption of new and revised standards

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

  • Amendments to IAS 21- Lack of Exchangeability .

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

  • Amendments to IFRS 9 & IFRS 7 - Classification & Measurement of Financial Instruments
  • IFRS 18 - Presentation and Disclosures in Financial Statements; and
  • IFRS 19 - Subsidiaries Without Public Accountability: Disclosures.

The directors have assessed the standards above and they will not have a material impact in future periods.

3 Statement of compliance

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

4 Summary of accounting policies

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

4.1 Revenue

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

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

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

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

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

Services revenue:

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

Platform revenue:

  • Ad-funded YouTube channel management of third party content owners' videos. Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs; and
  • Monetisation of the Group's owned and operated brands and videos via platforms such as Facebook and Snapchat. Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs; and
  • MiniMBA course provision revenue. Revenue is recognised over the time that the performance obligations to provide the training course are satisfied

4.2 Interest income

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

4.3 Foreign currency translation

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

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

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

4.4 Segment reporting

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

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

4.5 Leasing

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

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

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

4.6 Property, plant and equipment

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

  • Fixtures & Fittings - 3 years or over remaining lease term
  • Computer Equipment - 3 years

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

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

4.7 Impairment of property, plant and equipment

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

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

4.8 Intangible assets

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

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

  • Customer relationships - 5 to 10 years
  • Online content - 3 to 5 years
  • Brands - 3 to 5 years
  • Technology - 1 to 5 years

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

4.9 Impairment of intangible assets

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

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

4.10 Development costs

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

  • Completion of the asset is technically feasible so that it will be available for use or sale;
  • The Group intends to complete the asset and use or sell it;
  • The Group has the ability to use or sell the asset and the asset will generate probable future economic benefits (over and above cost);
  • There are adequate technical, financial and other resources to complete the development and to use or sell the asset; and
  • The expenditure attributable to the asset during its development can be measured reliably.

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

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

4.11 Taxation

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

Current tax

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

Deferred tax

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

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

4.12 Financial Instruments

Recognition and derecognition

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

Loan and other receivables

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

Trade and other payables

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

Contract assets and liabilities

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

4.13 Equity, reserves and dividend payments

Share capital

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

Share premium

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

Retained deficits

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

Translation reserve

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

Merger reserve

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

Merger relief reserve

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

  • the consideration for shares in another company includes issued shares; and
  • on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company.

Capital redemption reserve

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

4.14 Cash and cash equivalents

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

4.15 Employee benefits

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

4.16 Share based payments

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

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

4.17 Restructuring Costs

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

4.18 Provisions

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

5 Critical accounting judgements and key sources of estimation uncertainty

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

5.1 Critical accounting judgements

Intangible assets and impairment

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

Treatment of revenue as agent or principal

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

Deferred taxation

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

5.2 Estimates

Share based payment charges

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

Expected credit losses

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

6 Segment Reporting

Geographic reporting

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

20252024
Revenue£000's£000's
United Kingdom & Europe45,32129,862
Rest of the world9,0032,966
Total revenue54,32432,828

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

Revenue20252024
£000's£000's
Services revenue30,50923,244
Platform revenue23,8159,584
Total revenue54,32432,828
Net Revenue20252024
£000's£000's
Services revenue24,51018,347
Platform revenue9,6392,994
Total net revenue34,14921,341

Timing of revenue recognition

The following table includes revenue from contracts disaggregated by the timing of recognition.

20252024
£000's£000's
Products and services transferred at a point in time19,6828,658
Products and services transferred over time34,64224,170
Total revenue54,32432,828

7 Operating Profit and Profit before taxation

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

20252024
£000's£000's
Auditor's remuneration:
Audit services240145
- Depreciation: property, plant and equipment830644
Amortisation of intangible assets1,579387
Foreign exchange loss8356

8 Restructuring costs

Restructuring costs in 2024 relate to termination payments and legal costs for the closure of our US office, unused property leases acquired with SocialChain, duplicated IT contracts now replaced, restructuring costs in relation to our Commerce division, corporate reorganisation costs and professional fees associated with reduction in capital. Restructuring costs in 2025 relate to unused property leases acquired with Builtvisible, duplicate IT contracts now replaced, and termination payments in relation to staff restructuring as a result of the recent acquisitions.

20252024
£000's£000's
Restructuring costs925927
9 Finance income and costs
20252024
£000's£000's
Bank interest96252
20252024
£000's£000's
Interest expense for leasing arrangements151159
Interest on bank loans28636
437195
10 Income tax credit
Major components of tax credit:
20252024
£000's£000's
Current tax:
UK corporation tax at 25.00% (2024: 25.00%)51-
Overseas tax69
Prior year adjustment(80)-
Total current tax(23)9
Deferred Tax: Originations and reversal of temporary differences (Note 16)(792)(299)
Adjustments to tax charge in respect of previous periods - deferred tax(13)(19)
Tax credit on profit on ordinary activities(828)(309)

UK corporation tax is calculated at 25.00% (2024: 26.00%) of the estimated assessable loss for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those jurisdictions.

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

Reconciliation of effective tax rate:

20252024
£000's£000's
Profit on ordinary activities before tax6821,952
Income tax using the Company's domestic tax rate 25.00% (2024: 25.00%)158488
Effect of:
Property, plant and equipment differences1511
Expenses not deductible for tax purposes1,019316
Income not taxable for tax purposes(5)(55)
Other permanent differences(74)(6)
Group relief surrendered68-
Adjustments to tax charge in respect of previous periods - current tax(80)-
Adjustments to tax charge in respect of previous periods - deferred tax(13)(19)
Deferred tax liabilities recognised(349)(86)
Movement in deferred tax not recognised(1,561)(968)
Difference in tax rates(6)10
Total tax credit for the year(828)(309)

11 Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2024 or 2025. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

During the year, the Group completed a 1-for-20 share consolidation effective 11 July 2025, whereby every 20 existing ordinary shares were consolidated into 1 new ordinary share. In accordance with IAS 33 Earnings Per Share, the weighted average number of shares for all period presented has been adjusted retrospectively to reflect the impact of the share consolidation. As a result, the basic and diluted earnings per share for the comparative period have been restated to ensure comparability with the current year presentation. The restatement affects only the per-share calculations and has no impact on total profit, equity or cash flows previously reported.

202520242024
As restatedAs previously reported
Weighted average number of ordinary shares81,017,99564,480,9981,289,619,958
Dilution due to share options4,904,1994,065,00381,300,060
Total weighted average number of ordinary shares85,922,19468,546,0011,370,920,018
Basic earnings per ordinary share (pence)1.86p3.51p0.18p
Diluted earnings per ordinary share (pence)1.76p3.30p0.16p
Adjusted basic operating earnings per ordinary share (pence)6.94p6.06p0.30p
Adjusted diluted operating earnings per ordinary share (pence)6.54p5.70p0.28p
20252024
£000's£000's
Profit after tax1,5102,261
Equity settled share based payments154383
Restructuring costs925927
Acquisition costs2,282255
Impairment charge--
Amortisation of acquired intangibles1,579387
Tax credit(828)(309)
Adjusted operating profit for the year attributable to the equity shareholders5,6223,904

12 Directors and employees

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

20252024
NumberNumber
Sales, production and operations283155
Support services and senior executives3737
320192
The aggregate cost of these employees was:
20252024
£000's£000's
Wages and salaries18,08512,076
Payroll taxes1,9041,016
Pension contributions646411
20,63513,503

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

20252024
£000's£000's
Emoluments783521
783521

The highest paid Director received emoluments totalling £0.3 million (2024: £0.2 million). The amount of share based payments charge (see Note 24) which relates to the Directors was £0.03 million. (2024: £0.3 million charge). The key management of the Group are the executive members of Brave Bison Group plc's Board of Directors. Key management personnel remuneration includes the following expenses:

20252024
£000's£000's
Salaries including bonuses722458
Social security costs8163
Total Emoluments803521
13 Intangible assets
GoodwillOnline Channel ContentTechnologyBrandsCustomer Relation-shipsTotal
£000's£000's£000's£000's£000's£000's
Cost
At 1 January 202445,1772,0345,2131,11922,02075,563
At 31 December 202445,1772,0345,2131,11922,02075,563
Additions26,4682,365-1,3978,79739,027
At 31 December 202571,6454,3995,2132,51630,817114,590
Amortisation and impairment
At 1 January 202435,0751,9915,21382219,80162,902
Charge for the year-33-73281387
At 31 December 202435,0752,0245,21389520,08263,289
Charge for the year-322-2401,0171,579
At 31 December 202535,0752,3465,2131,13521,09964,868
Net Book Value
At 31 December 202310,10243-2972,21912,661
At 31 December 202410,10210-2241,93812,274
At 31 December 202536,5702,053-1,3819,71849,722

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

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

As at 31 December 2025, the intangible assets were assessed for impairment. The impairment charge was £nil (2024: £nil).

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

14 Property, plant and equipment

Right of Use assetLeasehold ImprovementsComputer EquipmentFixtures & FittingsTotal
£000's£000's£000's£000's£000's
Cost
At 1 January 20241,919352386312,688
Additions28254113-449
Disposals(301)---(301)
At 31 December 20241,900406499312,836
Additions468111781658
Acquisition of subsidiary--15713170
At 31 December 20252,368417834453,664
Depreciation and impairment
At 1 January 20242415816811478
Charge for the year4208712710644
Disposals(248)---(248)
At 31 December 202441314529521874
Charge for the year45714320822830
At 31 December 2025870288503431,704
Net Book Value
At 31 December 20231,678294218202,210
At 31 December 20241,487261204101,962
At 31 December 20251,49812933121,960
15 Impairment charge
20252024
£000's£000's
Impairment of intangible assets--
Total impairment charge--

During the year the Group assessed the value in use of the brand names. The impairment charge was £nil (2024: £nil).

16 Deferred taxation assets and liabilities

Deferred tax recognised:

20252024
£000's£000's
Deferred tax
Deferred tax asset2,8342,426
Deferred tax liability(3,186)(596)
(352)1,830

Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December 2025 were £29.0 million (2024: £45.1 million). These have not been recognised due to uncertainty about future consistent taxable profits. Deferred tax has been calculated at a rate of 25%.

Reconciliation of movement in deferred tax

Deferred tax

£000's

As at 31 December 20231,509
Recognised in the income statement321
As at 31 December 20241,830
Recognised in the income statement806
Balance arising as a result of acquisitions(2,988)
As at 31 December 2025(352)

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

17 Trade and other receivables

20252024
£000's£000's
Trade receivables7,5575,093
Less allowance for expected credit losses(158)(161)
Net trade receivables7,3994,932
Unbilled income2,8111,380
Other receivables2,2972,122
12,5078,434

The contractual value of trade receivables is £7.6 million (2024: £5.1 million). Their carrying value is assessed to be £7.4 million (2024: £4.9 million) after assessing recoverability. The contractual value and the carrying value of other receivables are considered to be the same. The Group's management considers that all financial assets that are not impaired or past due are of good credit quality.

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

20252024
£000's£000's
Not overdue4,8643,218
Not more than three months2,2701,586
More than three months but not more than six months22039
More than six months but not more than one year-141
More than one year45(52)
7,3994,932

The movement in provision for expected credit losses can be reconciled as follows:

20252024
£000's£000's
Opening provision(161)(361)
Receivables provided for during period(68)(161)
Reversal of previous provisions71361
(158)(161)

Provisions are created and released on a specific customer level on a monthly basis when management assesses for possible impairment. At each half year and year end, management will assess for further impairment based upon expected credit loss over and above the specific impairments noted throughout the year.

Having considered the Group's exposure to bad debts and the probability of default by customers, no expected credit losses have been recognised in accordance with IFRS 9 (2024: £nil).

The other classes within trade and other receivables do not contain impaired assets.

18 Trade and other payables

20252024
£000's£000's
Trade payables3,4202,687
Other taxation and social security1,651869
Contract liabilities5,0781,408
Accruals12,7813,777
22,9308,741

All amounts are short term and the Directors consider that the carrying value of trade and other payables are considered to be a reasonable approximation of fair value.

The average credit period taken for trade purchases was 63 days (2024: 85 days).

Contract liabilities are utilised upon satisfaction of the associated contract performance obligations. The 2025 contract liability of £5.1 million is expected to be utilised in the next reporting periods upon satisfaction of the associated performance obligation. The 2024 contract liability of £1.4 million was recognised within revenue during 2025 upon satisfaction of the associated performance obligation.

The Group has recognised liabilities arising from business combinations, comprising acquisition liabilities (fixed/deferred consideration) and contingent acquisition liabilities (earn‑out arrangements). These liabilities are analysed below by expected settlement date.

Current <1 yearNon-Current >1 yearTotal
£000's£000's£000's
Acquisition liabilities4698891,358
Contingent acquisition liabilities8571,8752,732
1,3262,7644,090

19 Lease Liabilities

Lease liabilities are presented in the statement of financial position as follows:

20252024
£000's£000's
Current612249
Non-current1,2601,463
1,8721,712

The Group entered into one new office leases during the year which will expire in September 2027. The Group continues to hold an office lease which will expire in November 2029 and two further office leases which will expire in June 2026. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the statement of financial position as a right-of-use asset and a corresponding lease liability.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised in the statement of financial position:

No. of right-of-use assets leasedRange of remaining termAverage remaining lease termNo. of leases with extension optionsNo. of leases with termination options
Office building40.5 - 4 years1.7 years--

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2025 were as follows:

Within one yearOne to six yearsTotal
£000's£000's£000's
Lease payments7471,4072,154
Finance charges(135)(147)(282)
Net present values6121,2601,872

The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less). Payments made under such leases are expensed on a straight-line basis.

At 31 December 2025 the Group had not committed to any leases which had not yet commenced excluding those recognised as a lease liability.

Further information in relation to the right-of-use assets can be found in note 14.

20 Bank loans

20252024
£000's£000's
Loan <1 year1,09119
Loan >1 year5,113116
6,204135

The Group's previous £3m RCF with an interest margin of 2.75% over Base Rate has been replaced by a £10m RCF with an interest margin of between 1.75% and 1.85% over Base Rate, depending on the leverage ratio. The RCF has a 3 year term, however the amount of the facility will reduce to £5m after the first year. The Group had drawn down £6m at the period end. The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date. This loan is unsecured. The Group also has a U.S. Small Business Administration loan which was acquired as part of the SocialChain acquisition which is due to be fully repaid in 2050. The repayment amount and timing of each instalment was based on a fixed interest rate of 3.75% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date. The Group also has a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Builtvisible acquisition which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 4.35% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.

21 Provisions for liabilities

20252024
£000's£000's
Dilapidations provision6014
Other provisions60210
120224
Provisions
£000's
As at 31 December 2023516
Other provisions from Social Chain91
As at 31 December 2024224
Additional dilapidation provision from Social Chain46
Other provisions from The Fifth60
As at 31 December 2025120

The dilapidations provision represents management's best estimate of the Group's liability relating to the restoration of the leased property to its original condition at the end of the lease.

22 Share capital

Ordinary share capitalAt 31 December 2025At 31 December 2024At December 2024
As restatedAs previously reported
Number£000'sNumber£000'sNumber£000's
Ordinary shares102,474,2982,05064,590,6971,2921,291,813,9471,292
Total ordinary share capital of the Company2,0501,2921,292

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

A reconciliation of the movement in share capital during the year is detailed in Note 23.

23 Reconciliation of share capital

OrdinaryOrdinaryOrdinary ShareShare Premium
SharesSharesCapital
NumberNumber£000's£000's
As restatedAs previously reported
At 31 December 202364,407,3641,288,147,2801,28889,095
Shares issued in the period
Share options exercised183,3333,666,667457
Capital restructuring---(89,152)
At 31 December 202464,590,6971,291,813,9471,292-
Shares issued in the period
Share options exercised291,024664
Issue of shares3,600,000721,874
Vendor placing27,615,46755212,979
Exercise of LTIP6,377,110128730
At 31 December 2025102,474,2982,05015,647

24 Share options

During 2025 Brave Bison Limited granted 2,250,000 RSUs (2024: 125,000). All numbers have been adjusted to reflect the share consolidation. The options vest annually over a 3 year period to senior employees in the business. The exercise price of the RSUs were between 41.0 - 78.5 pence.

The options were valued using the Black-Scholes valuation model, using the following assumptions.

20252024
Expected option life4 years4 years
Expected volatility50%50%
Weighted average volatility50%50%
Risk-free interest rate0 - 3.5%0 - 3.5%
Expected dividend yield0%0%

Within the assumptions above, a 50% share price volatility has been used, the assumption is based on the average volatility of similar listed companies over the preceding periods and reviewed against the actual volatility of the Group during the year.

The charge included within the financial statements for share options for the year to 31 December 2025 is £0.2 million (2024: £0.1 million). For the year to 31 December 2024 there was a further charge within share based payments which related to an LTIP and is detailed in the Directors Remuneration Report. The charge for the year to 31 December 2025 is £nil (2024: £0.3 million).

Details of the options issued are as follows:

NumberWeighted average exercise priceNumberWeighted average exercise price
As restatedAs restatedAs previously reportedAs previously reported
For the year ended 31 December 2024
Outstanding at the beginning of the year4,890,47928.60p97,809,5841.43p
Granted during the year125,00049.80p2,500,0002.49p
Exercised during the year(183,333)(33.18p)(3,666,667)(1.66p)
Cancelled during the year(707,500)(42.46p)(14,149,998)(2.12p)
Outstanding at the end of the year4,124,64621.90p82,492,9191.10p
Exercisable at the end of the year2,473,00725.79p49,460,1491.29p
NumberWeighted average exercise price
For the year ended 31 December 2025
Outstanding at the beginning of the year4,124,64621.90p
Granted during the year2,250,00049.18p
Exercised during the year(291,022)(37.41p)
Cancelled during the year(1,119,783)(47.24p)
Outstanding at the end of the year4,963,84152.78p
Exercisable at the end of the year2,672,17127.88p

Share options expire after 10 years, the options above expiring between May 2030 and December 2035.

25 Undertakings included in the consolidated financial statements

The consolidated financial statements include:

Class of share heldCountry of incorporationProportion heldNature of business
Direct subsidiary
Brave Bison 2021 LimitedOrdinaryUK100%Non-trading
Indirect subsidiaries
3 Reasons LimitedOrdinaryUK100%Consultancy services
Base 79 LimitedOrdinaryUK100%Non-trading
Base 79 Iberia SLOrdinarySpain100%Non-trading
Best Response Media LimitedOrdinaryUK100%Commerce agency
Brave Bison Asia Pacific PteOrdinarySingapore100%Non-trading
Brave Bison Bulgaria EOODOrdinaryBulgaria100%Web development
Brave Bison LimitedOrdinaryUK100%Online video distribution
Brave Bison Commerce LimitedOrdinaryUK100%Commerce agency
Brave Bison Performance LimitedOrdinaryUK100%Performance marketing
BuiltVisible Holdings LimitedOrdinaryUK100%Non-trading
BuiltVisible LimitedOrdinaryUK100%Performance marketing
Engage Digital Partners LimitedOrdinaryUK100%Marketing services
Engage Digital Partners Pty LimitedOrdinaryAustralia100%Marketing services
Engage Digital Partners Pvt LimitedOrdinaryIndia100%Marketing services
Engage Sports Medial LimitedOrdinaryUK100Non-trading
MTM London LimitedOrdinaryUK100%Consultancy services
Rightster India LLPOrdinaryIndia100%Non-trading
Social Chain LimitedOrdinaryUK100%Social media agency
Social Chain USA Inc.OrdinaryUSA100%Social media agency
The Fifth LimitedOrdinaryUK100%Social media agency
The Mini Training Company LimitedOrdinaryUK100%Online training courses
Viral Management LimitedOrdinaryUK100%Non-trading

All subsidiaries are exempt from an audit with the exception of Brave Bison Asia Pacific Pte. Ltd. All UK based trading subsidiaries are taking the s479A exemption from audit.

26 Financial Instruments

Categories of financial instrumentsAs at 31 December 2025As at 31 December 2024
£000's£000's
Financial assets at amortised cost
Trade and other receivables13,1759,473
Cash and bank balances10,4967,603
23,67117,076
Financial liabilities at amortised cost
Trade and other payables23,2928,146
Lease liabilities1,8721,712
Bank Loans6,204135
31,3689,993

Financial risk management

The Group's financial instruments comprise cash and liquid resources and various items, such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The principal financial risks faced by the Group are liquidity, foreign currency and credit risks. The policies and strategies for managing these risks are summarised as follows:

Foreign currency risk

Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients, and from the import of services directly sourced from overseas suppliers. The Group is primarily exposed to foreign exchange in relation to movements in sterling against the US Dollar, the Euro and the Singapore Dollar.

The Group does not use derivatives to hedge translation exposures. All gains and losses are recognised in profit or loss on translation at the reporting date. The Group's current exposures in respect of currency risk are as follows:

SterlingUS DollarSingapore DollarEuroOtherTotal
£000's£000's£000's£000's£000's£000's
Financial assets15,3741,41431879817,076
Financial liabilities(8,000)(1,843)(7)(61)(82)(9,993)
Total exposure at 31 December 20247,374(429)(4)126167,083
Financial assets18,8323,31971,02548823,671
Financial liabilities(25,006)(6,000)(11)(60)(291)(31,368)
Total exposure at 31 December 2025(6,174)(2,681)(4)965197(7,697)

Sensitivity analysis

The table below illustrates the estimated impact on profit or loss as a result of market movements in the US Dollar, Singapore Dollar, Euro and Sterling exchange rate.

SterlingUS DollarSingapore DollarEuroOtherTotal
£000's£000's£000's£000's£000's£000's
10%10%10%10%10%10%
Impact on loss and equityIncrease US DollarsDecrease US DollarsIncrease Singapore DollarsDecrease Singapore DollarsIncrease EuroDecrease Euro
£000's£000's£000's£000's£000's£000's
For the year to 31 December 202443(43)--(13)13
For the year to 31 December 2025268(268)--(97)97

Credit risk

The Group's principal financial assets are cash and cash equivalents and trade and other receivables. The Group has no significant concentration of credit risk and manages this by running quarterly credit checks and setting appropriate credit limits. The maximum exposure to credit risk is that shown within the balance sheet. Management has assessed the exposure to credit risk and has provided against any items which is considered to be high risk.

Liquidity/funding risk

The Group's funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to match the requirements of the Group.

Interest rate risk

The Group holds the majority of its cash and cash equivalents in corporate current accounts and interest bearing money market accounts. These accounts offer a competitive interest rate with the advantage of quick access to the funds. The Group is in a net cash positive position and management consider there to be a low level of risk.

Capital policy

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure that optimises the cost of capital.

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents as disclosed in the statement of financial position and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.

Debt is defined as long and short-term borrowings. Equity includes all capital and reserves of the Group that are managed as capital.

Financial instruments measured at fair value

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows:

  • level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Maturity analysis

Set out below is a maturity analysis for non-derivative financial liabilities. The amounts disclosed are based on contractual undiscounted cash flows. The table includes both interest and principal cash flows. The Group had no derivative financial liabilities at either reporting date.

TotalLess than 1 Year1-3 Years3-5 Years
£000's£000's£000's£000's
As at 31 December 2024
Trade and other payables8,1468,146--
Lease liabilities1,7122491,198265
As at 31 December 2025
Trade and other payables21,88219,1182,764-
Lease liabilities1,8726121,260-

27 Transactions with Directors and other related parties

Oliver Green and Theodore Green are directors and shareholders in Tangent Marketing Services Limited and directors of The Printed Group Limited.

Tangent Marketing Services and The Printed Group both rented office space from Brave Bison at its London headquarters during the period.

Tangent Marketing Services pays Brave Bison a salary recharge for certain employees in the HR, IT and facilities departments.

The Printed Group is a client of Brave Bison, whereby Brave Bison provides search engine optimisation services to The Printed Group.

All related party transactions are undertaken on an arms-length basis and are approved beforehand by the Group's independent directors. A copy of the Group's related party policy is available at bravebison.com/investors.

Transactions with associates and related parties during the year were:

20252024
£000's£000's

Amounts charged to Tangent Marketing Services Limited by Brave Bison

Recharge for HR related salary4135
Recharge for IT related salary-9
Recharge for facilities staff salary910
Recharge for other expenses-1
Charge for marketing related costs-8
Charge for property related costs6577
Charge for client related work1058
125198
20252024
£000's£000's

Amounts charged to Brave Bison by Tangent Marketing Services Limited

Charge for client related work30-
30-
20252024
£000's£000's
Amounts charged to Printed Group Limited by Brave Bison
Charge for property related costs1938
Charge for client related work1966
38104
At 31 DecemberAt 31 December
20252024
£000's£000's
Amounts owed by Tangent Marketing Services Limited1389
Amounts owed by Printed Group Limited31
28 Reconciliation of liabilities arising from financing activities
Lease LiabilitiesBank loans > 1 yearBank loans < 1 yearTotal
£000's£000's£000's£000's
At 31 December 20241,712116191,847
Cashflows1604,9971,0726,229
At 31 December 20251,8725,1131,0918,076

29 Acquisitions

On 3 January 2025, the Group acquired the entire issued share capital of Engage Digital Partners Limited ("Engage"). The consideration was financed by existing cash balances. Engage is a global sports marketing company that works with the world's largest sports brands and federations including Formula 1, ICC, Real Madrid and New Zealand Rugby. Engage has offices in London, India and Australia.

The fair value of the assets acquired and liabilities were as follows:

Book valueFair value adjustmentsFair value
£000's£000's£000's
Goodwill-2,9682,968
Brand name-174174
Customer relationships-428428
Tangible Assets106-106
Trade and other receivables1,373-1,373
Cash and cash equivalents465-465
Current liabilities(4,510)-(4,510)
Non-current liabilities(192)-(192)
Deferred tax(30)(150)(180)
(2,788)3,420632
The consideration for the acquisition is as follows:
£000's
Initial cash consideration44
Equity consideration588
Deferred contingent cash consideration-

632

The fair value of the financial assets includes trade and other receivables with a fair value of £1.4 million and a gross contractual value of £1.4 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Engage into the Group's existing business. The Group has carried out a full fair value adjustment exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3.

Engage contributed £5.2 million revenue and added a £0.5 million loss to the Group's profit for the period between the date of acquisition and the reporting date.

On 26 March 2025, the Group acquired the entire issued share capital of Builtvisible Holdings Limited ("Builtvisible"). The consideration was financed by existing cash balances. Builtvisible was established in 2009 and has grown into a leading performance marketing agency specialising in organic performance strategies through the use of search engine optimisation to drive outcomes for clients including Aviva, Avis, Icelandair, Specsavers and Very Group.

The fair value of the assets acquired and liabilities were as follows:

Book valueFair value adjustmentsFair value
£000's£000's£000's
Goodwill-1,9961,996
Brand name-170170
Customer relationships-2,0262,026
Tangible Assets32-32
Trade and other receivables462-462
Cash and cash equivalents224-224
Current liabilities(784)-(784)
Non-current liabilities(207)-(207)
Deferred tax(10)(550)(560)
(283)3,6423,359
The consideration for the acquisition is as follows:
£000's
Initial cash consideration1,512
Deferred guaranteed cash consideration1,009
Deferred contingent cash consideration461
Equity consideration256
Completion accounts adjustment121

3,359

The fair value of the financial assets includes trade and other receivables with a fair value of £0.5 million and a gross contractual value of £0.5 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Builtvisible into the Group's existing business. The Group has carried out a full fair value adjustment exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3

Builtvisible contributed £3.1 million revenue and added a £0.2 million profit to the Group's profit for the period between the date of acquisition and the reporting date.

On 8 May, the Group acquired the entire issued share capital of The Fifth Limited ("The Fifth"). The consideration was financed by existing cash balances. The Fifth is an award-winning influencer marketing agency, previously owned by News UK. It was founded in 2019 and delivers influencer marketing, social strategy, and end-to-end creator-led campaigns for brands including YouTube, Disney+, UKTV, FOX Entertainment, The Times, and Samsung TV.

The fair value of the assets acquired and liabilities were as follows:

Book valueFair value adjustmentsFair value
£000's£000's£000's
Goodwill-1,4241,424
Brand name-205205
Customer relationships-110110
Tangible Assets---
Trade and other receivables446-446
Cash and cash equivalents---
Current liabilities(446)-(446)
Non-current liabilities---
Deferred tax-(79)(79)
-1,6601,660
The consideration for the acquisition is as follows:
£000's
Initial cash consideration575
Equity consideration1,000
Deferred contingent cash consideration85

1,660

The fair value of the financial assets includes trade and other receivables with a fair value of £0.1 million and a gross contractual value of £0.1 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating The Fifth into the Group's existing business. The Group has carried out a full fair value adjustment exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3

The Fifth contributed £2.2 million revenue and added a £0.1 million loss to the Group's profit for the period between the date of acquisition and the reporting date.

On 18 July 2025, the Group acquired the entire issued share capital of The Mini Training Company Limited ("MiniMBA"). The consideration was partially funded by an oversubscribed placing raising £13.5 million. MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception.

The provisional fair value of the assets acquired and liabilities were as follows:

Book valueFair value adjustmentsFair value
£000's£000's£000's
Goodwill-13,82113,821
Brand name-384384
Customer relationships-3,9593,959
Online content-1,5131,513
Intangible Assets753-753
Trade and other receivables146-146
Cash and cash equivalents1,390-1,390
Current liabilities(2,255)-(2,255)
Deferred tax-(1,464)(1,464)
3418,21318,247
The consideration for the acquisition is as follows:
£000's
Initial cash consideration18,247

The fair value of the financial assets includes trade and other receivables with a fair value of £0.1 million and a gross contractual value of £0.1 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating MiniMBA into the Group's existing business. The Group has carried out an interim fair value adjustment exercise and will be completing a full year exercise within the one year measurement period from the date of acquisition in accordance with IFRS3. Once the full valuation exercise has been completed the allocation may be amended between goodwill and other intangibles.

MiniMBA contributed £4.5 million revenue and added a £0.6 million profit to the Group's profit for the period between the date of acquisition and the reporting date.

On 11 September 2025, the Group acquired the entire issued share capital of MTM London Limited ("MTM"). The consideration was financed by existing cash balances alongside the groups revolving credit facility with Barclays. MTM is a strategy and insights consultancy working with global technology and media companies such as Google, Figma, Samsung and Spotify

The provisional fair value of the assets acquired and liabilities were as follows:

Book valueFair value adjustmentsFair value
£000's£000's£000's
Goodwill-6,2596,259
Brand name-464464
Customer relationships-2,2752,275
Tangible Assets32-32
Trade and other receivables4,086-4,086
Cash and cash equivalents3,258-3,258
Current liabilities(4,108)-(4,108)
Deferred tax(18)(685)(703)
3,2508,31311,563
The consideration for the acquisition is as follows:
£000's
Initial cash consideration6,911
Initial equity consideration946
Deferred equity consideration889
Completion accounts adjustment631
Earn out valuation2,186

11,563

The fair value of the financial assets includes trade and other receivables with a fair value of £4.1 million and a gross contractual value of £4.1 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating MTM into the Group's existing business. The Group has carried out an interim fair value adjustment exercise and will be completing a full year exercise within the one year measurement period from the date of acquisition in accordance with IFRS3. Once the full valuation exercise has been completed the allocation may be amended between goodwill and other intangibles.

MTM contributed £3.4 million revenue and added £0.2 million to the Group's profit for the period between the date of acquisition and the reporting date.

30 Post balance sheet events

On 2 March 2026, the Group acquired a 28% direct equity interest in System1 Group plc ("System1") by way of a share-for-share exchange with John Kearon, System1's founder and largest shareholder, and on-market purchases totalling £1.3 million (together the "Strategic Investment").

In exchange for his 2,919,793 ordinary shares in System1, John Kearon will be issued with 9,810,504 new ordinary shares in Brave Bison, representing 8.7% of the Group's enlarged issued share capital, at an issue price of 74 pence per new Brave Bison share (the "Issue Price"). John Kearon has agreed to an 18-month lock up period.

In addition, Brave Bison has acquired a further 628,111 shares for cash via on-market purchases for a total consideration of £1.3 million at a price of 210 pence per share.

Based on the Issue Price and on-market purchases, the blended price per System1 share acquired is 242 pence, representing an FY26e EV/EBITDA of 5.2x.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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