Annual Report and Accounts 2025

202

Powering on

Capital and our global agency brand,

Monks, is a new-age/new-era digital

advertising, marketing and technology

services company, operating in the

fastest-growing segment of the advertising

and marketing services market.

We are a unified, purely digital business,

which disrupts analogue models by

embracing marketing services and

technology services.

We work with global, multinational, regional

and local clients and for millennial-driven

influencer brands in a 24-7 environment.

We are dedicated to reducing global warming

through our net zero by 2040 pledge and

providing for Monks and their dependents.

Read more at

s4capital.com

monks.com

Capital plc Annual Report and Accounts 2025 01

In this report

Our business

Worldwide presence 03

Financial highlights 04

Business model 06

Sustainability

Sustainability in action 27

2025 in brief 28

Our ESG strategy 29

Our value chain – impact model 30

Materiality assessment and outcome 31

Our Responsibility to the World 32

People Fulfilment 42

One Brand 47

Task Force on Climate-related Financial

DisclosuresReport

Non-financial, sustainability and climate-related

information statement

Section 172(1) statement 61

Governance Report

Executive Chairman’s statement 67

Corporate governance statement of compliance 69

Leadership: Board of Directors 71

Leadership: Executive Committee 74

The role of the Board 75

Audit and Risk Committee Report 83

Nomination and Remuneration Committee Report 87

Remuneration Report 92

Directors’ Report 110

Financial statements

Independent auditors’ report 114

Consolidated statement of profit or loss 124

Consolidated statement of comprehensive income 125

Consolidated balance sheet 126

Consolidated statement of changes in equity 127

Consolidated statement of cash flows 128

Notes to the consolidated financial statements 129

Company balance sheet 167

Company statement of changes in equity 168

Notes to the Company financial statements 169

Strategic Report

Letter to shareowners 08

Progress against our strategy 10

Key Performance Indicators 12

Financial review 13

Principal risks and uncertainties 19

Pages 60 to 65 also form part of the Strategic Report

How far can AI take us? Will 2026 be an

accelerator year? Sir Martin Sorrell and

fellow Monks have some answers.

Read more in our Annual ESG Report

Additional information

Appendix: Alternative Performance Measures 175

Shareowner information 180

Capital plc Annual Report and Accounts 2025Our business Strategic Report Governance Report Financial statements 02Sustainability

Our

business

Worldwide presence 03

Financial highlights 04

Business model 06

Additional information

Capital plc Annual Report and Accounts 2025Our business Strategic Report Governance Report Financial statements 03Sustainability

Worldwide presence

We’re

always on

A global communications

business for the new

marketing age. Integrated,

agile and responsive.

5.3

et revenue by region

Americas EMEA APAC

APAC

79.9%

14.8%

79.9%

14.8%

5.3%

Americas

EMEA

People

6,345

Countries

Offices

Unitary structure

Americas

EMEA

APAC

Company locations

Additional information

Capital plc Annual Report and Accounts 2025Our business Strategic Report Governance Report Financial statements 04Sustainability

Billings

£1.9bn

-2.6%

Like-for-like

+0.4%

Revenue

£754.8m

-11.0%

Like-for-like -8.7%

Net revenue

£673.0m

-10.8%

Like-for-like -8.4%

Operational EBITDA

3,4

£81.2m

-7.5%

Like-for-like -3.2%

Operational EBITDA margin

12.1%

+50bps

Like-for-like +70bps

Dividend per share

1.1p

2024 1.0p

Operating profit

£2.7m

2024 -£302.8m loss

Loss before income tax

-£23.8m

2024 -£330.9m

Adjusted operating profit

£ 74 .0 m

-5.5%

Like-for-like -0.9%

Financial highlights

For full reconciliation from statutory to non-GAAP

measures, please refer to the Alternative Performance

Measures Appendix on page 175.

Notes:

1. Billings is gross billings to clients including pass-through costs.

2. Like-for-like relates to 2024 being restated to show the unaudited

numbers for the previous year of the existing and acquired

businesses consolidated for the same months as in 2025,

applying currency rates as used in 2025.

3. Operational EBITDA margin is operational EBITDA as a

percentage of net revenue.

4. Operational EBITDA is EBITDA adjusted for acquisition related

expenses, non-recurring items (primarily acquisition payments

tied to continued employment, amortisation and impairment

of business combination intangible assets and restructuring

and other one-off expenses) and recurring items (share-based

payments), and includes right-of-use assets depreciation. It is a

non-GAAP measure management uses to assess the underlying

business performance.

5. Adjusted result before income tax is profit/loss before income

tax adjusted for non-recurring and recurring items (as defined

infootnote 4).

6. Adjusted operating profit is operating profit/loss adjusted for

non-recurring and recurring items (as defined in footnote 4).

Additional information

Capital plc Annual Report and Accounts 2025Our business Strategic Report Governance Report Financial statements 05Sustainability

Financial highlights continued

Basic loss per share

-3.7p

2024 -45.7p

Share price at 23 March 2026

20.5p

Market capitalisation at 23 March 2026

£137m

Adjusted result before income tax

£ 47. 5 m

-5.4%

Net debt/operational EBITDA

1.1x

Net debt

£86.9m

2024 £142.9m

Adjusted basic earnings per share

5.0p

2024 5.2p

Additional information

Capital plc Annual Report and Accounts 2025Our business Strategic Report Governance Report Financial statements 06Sustainability

Business model

The change agent

for the AI economy

We are a digital-first marketing and technology

company that disrupts analogue models by

accelerating and automating the way work

is done to benefit our clients and their businesses.

Our tools

One P&L and one

operatingmodel

Data, media, content,

technology and ESG

integrated

Global scale,

local relevance,

sustainable impact

AI enabled by

Monks.Flow

Borderless talent,

diverseperspectives

Technology

partnerships,

investor relationships

We amplify brand

power with

Real-Time Brands

With fragmented channels

and the need to manage brand

communications across social

owned and earned and media paid

channels, it’s harder than ever

for brands to stand out and make

consistent connections that build

brand power in the real-time world.

By integrating our capabilities in

brand-building creativity, social

media, and data we use real-time

signals across channels to

dynamically adapt creativity to

improve consumer engagement

and, therefore, brand power.

We turn spend into

growth as the Media

Acceleration Partner

Built for the algorithmic age.

We connect real-time intelligence,

scalable content, deep platform

expertise, holistic measurement

and experience optimisation into

one integrated system. Insteadof

optimising channels in silos,

weaccelerate the entire growth

engine – turning media investment

into measurable, compounding

business impact. Closing the gap

between spend and impact.

As an Orchestration

Partner we remove

complexity

Marketing organisations are

getting clouded in complexity

due to the increasing amount of

content needed, fragmentation

of media channels and increasing

disruption of technology solutions,

while marketing budgets are under

constant pressure. We orchestrate

the fragmented flow of work across

tools, agencies and processes to

improve speed, quality and ensure

brand safety. With a combination

of AI workflow and studio tools, we

make more of the right work, faster,

better, cheaper and more.

We enable

Digital Business

Transformation

Clients need to do their own

work faster, better and cheaper,

butare beholden to legacy ways

of working, and technology debt

that they need to improve returns

from. OurTechnology Services

and Consulting capabilities

help transform our clients’

legacy operating and marketing

models via data optimisation and

management, techstack integration,

digital consumer experiences

and otheraspects of harnessing

technological innovation.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 07

Strategic

Report

Letter to shareowners 08

Progress against our strategy 10

Key Performance Indicators 12

Financial review 13

Principal risks and uncertainties 19

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 08

Letter to shareowners

Dear shareowner,

Throughout 2025, our trading reflected the continuing

impact of increasingly volatile global macroeconomic

conditions, heightened by tariff negotiations and increasing

geopolitical risks. Clients remained cautious amid this

uncertainty, with technology clients — representing

almost half our revenue — continuing to prioritise capital

expenditure on expanding AI capacity over operating

expenditure. Technology Services was affected in the first

half by a reduction in one of our larger relationships and

longer sales cycles, although this impact was reduced as

the year progressed. Despite the challenging backdrop and

usual seasonal weighting to the second half, liquidity and

cashflow improved significantly year-on-year, drivenby

disciplined cost control and strong working capital

management, resulting in a substantial reduction in net

debt over the course of the year. Performance strengthened

in the second half, supported by the phasing of new

business wins and expanding relationships with major

enterpriseclients.

Reported billings were £1,912.9 million down 2.6% on prior

year and up 0.4% like-for-like. Reported revenue was down

11.0% to £754.8 million, down 8.7% like-for-like. Reported

net revenue declined 10.8%, 8.4% like-for-like.

Operational EBITDA in the full year reflects improvement in

margins in Marketing Services and Technology Services,

due to strong cost management. The number of Monks at

the end of the year was circa 6,350 down 11.5% from circa

7,150 at this time last year.

Marketing Services’ net revenue declined in the year

reflecting ongoing caution and lower activity with some of

our larger technology clients. Marketing Services operational

EBITDA was £92.6 million (2024: £94.7 million), up 1.5%

like-for-like and on a reported basis down 2.2% versus

2024, due to the action taken on costs. Marketing Services

operational EBITDA margin was 15.1%, up 110 basis points

like-for-like and 90 basis points reported compared to 14.2%

in 2024.

Technology Services’ performance was impacted by

continued client caution, especially amongst technology

clients as they allocate even more spend to building AI

infrastructure, client losses and increasingly challenging

global macroeconomic conditions. Reported operational

EBITDA was down to £8.9 million (2024: £11.5 million) and

operational EBITDA margin was 15.1%, up 190 basis points

like-for-like and 180 basis points reported compared to

13.3% in 2024.

On a like-for-like basis, the Americas net revenue was

down 5.6% and now accounts for 80% of the Company’s

net revenue. EMEA, accounting for 15%, was down

19.6%. AsiaPacific (APAC), accounting for the remaining

5% was down 13.8%. Reported Americas net revenue

was £537.4 million, down 8.6%, EMEA net revenue was

£99.9million, down 19.0% and Asia Pacific was £35.7

million, down17.6%.

Continuing the trends seen during the year, we are seeing

our AI initiatives improve visualisation and copywriting

productivity, deliver considerably more effective and

economic hyper-personalisation, delivering more

automated and integrated media planning and buying,

improving general client and agency efficiency and

democratise knowledge. We are now producing high

“Our new go-to-market

propositions are resonating

strongly with clients”

We remain

confident in

our strategy,

business model

and talent

Sir Martin Sorrell

Executive Chairman

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 09

Letter to shareowners continued

quality commercials using AI technologies such as Runway,

Luma, Flux, Omniverse (Nvidia), Substance (Adobe) and

Unreal that take hours and days to produce at significantly

lower cost rather than traditional production techniques,

which take weeks and months at significantly greater cost.

Thequality continues to improve in real-time and clients

that are exposed to the results of these AI technologies

are very excited about their implementation and the

commercial impact on their marketing budgets and return

on investment. As a result, we are changing our revenue

model from a purely, time-based approach to one more

based on outputs – i.e. use of assets and subscriptions.

We are seeing significant opportunities for new business,

particularly driven by our AI tools and capability.

Newbusiness wins so far this year include new or

broadened relationships with Asana, Amplifon, Samsung,

Square, NCS, Opella, Visa, Cinemark and HelloFresh.

Wealso continue to expand many of our existing

relationships, in particular General Motors and Amazon,

which have ramped up significantly in the second half

of the year. In April, we won a large “Real-Time Brands”

assignment with our existing client T-Mobile. In July we

were engaged by a leading US-based Global FMCG, as

their Content Studio Agency Partner, which draws on

both our “Real-Time Brands” and “Orchestration Partner”

propositions with a focus on quality creative combined

with dimension and cultural relevancy, beyond simply

making assets at scale. These new wins contributed to

our second-half performance and over time are expected

to be significant relationships for us. In October, another

existing US-based Global FMCG client appointed us to

help implement AI throughout its marketing supply chain,

a partnership based on a new subscription-based model

focussing on outputs and outcomes. We continue to win

multiple exploratory assignments and AI film projects, as

clients experiment and explore AI applications and develop

AI use cases. AIcapability is becoming more central to the

agency’s way of working and new business efforts. In this

regard the Company’s early adoption of AI and proactive

approach to staff training on AI is beginning to pay off.

We have won four major AI industry awards in the last

twoyears.

Our new go-to-market propositions, Orchestration

Partner, Real-Time Brands, Media Acceleration and Digital

Transformation are all starting to resonate strongly with

clients. These are built around hyper-personalisation at

scale, social media, brand strategy, platform expertise

andleveraging of technology.

Environmental, Social and Governance

(ESG)strategy

We remain committed to the pillars of our ESG strategy:

People Fulfilment, Our Responsibility to the World and

One Brand. We continue to focus on improving our external

reporting, our reporting tools and governance to help

us move towards increased transparency and effective

reporting and to comply with current client requests and

global regulatory requirements.

We remain focused on the wellbeing of our people and

their experiences and recently added Debra Stroff as

our new Chief People Officer. Her leadership will foster

a culture where technology serves our people, allowing

every individual to grow and find more space for creativity.

Developing stronger cultural awareness remains central to

our commitment to inclusion and operating as One Brand.

Across the Group, we support communities through donated

hours, and deliver For Good projects with clients that

generate positive social, cultural or environmental impact.

We continue to enjoy our B Corp status. The certification

reflects our commitment to stakeholder-driven governance,

social impact and DE&I and transparent reporting.

Summary and outlook

Clients are expected to remain cautious in the near

term due to macroeconomic uncertainty, evolving tariff

dynamics, and the conflict in the Middle East, alongside

shifting technology priorities toward AI capex rather than

marketing. Despite this, the Company remains confident

in its strategy, business model, talent, and scaled client

relationships, positioning it for sustainable long-term

growth. 2026 like-for-like net revenue is expected to be in

line with current analyst consensus, slightly below 2025,

with operational EBITDA margin targeted to increase by

at least 100 basis points, primarily due to the annualised

impact of the 2025 cost actions. Despite a challenging

first quarter, with the conflict in the Middle East having

an impact on clients, the Company expects an improved

performance in the second half, reflecting the seasonal

nature of the business and the phasing of new business

revenue. The proportion of operational EBITDA in H1 2026

is expected to increase compared to H1 2025 due to the

annualised impact of the 2025 cost out actions.

Our targeted range for net debt at 31 December 2026 is

£60 million to £90 million. We target medium term leverage

of under 1.0x operational EBITDA and below our previous

range. Net finance costs are expected to reduce from £25.7

million in 2025 to circa £20 – 22 million in 2026. Over the

longer term we expect operational EBITDA margins to

return to historic levels of around 20%.

The strategy of S

Capital remains the same. The Company’s

unitary, purely digital transformation model, based on first-

party data fuelling the creation, production and distribution

of digital advertising content, distributed by digital media

and built on technology platforms to ensure success and

efficiency, resonates with clients. Our promise ‘faster,

better, cheaper and more’ or ‘speed, quality, value and

more’ and a unitary structure both appeal strongly, even

more so in challenging economic times.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 10

Progress against our strategy

Read more on page 06 Read more on pages 13 to 18 Read more on pages 13 to 18 Read more on pages 13 to 18

Objectives

• Build scaled relationships with enterprise

clients. 20x20 goal: 20 clients with

$20million annual revenues (‘whoppers’)

• Maintain strong partnerships with

Technology clients

2025 progress

• Eight ‘whopper’ clients (one new)

• Strong new business performance with

wins at Amazon, PIF, T-Mobile and two

leading FMCG brands

• Developed industry leading AI case

studies and won multiple awards

• 41% revenue from Technology clients

(2024: 45%)

2026 goals

• Further penetration of existingclients

• Develop more ‘whoppers’

• Strong new business performance

• Broaden client industry sectorexposure

• Deliver market-leading AI casestudies

and work

Measurement

• Number of ‘whoppers’

• % revenue by industry sector

Objectives

• Outpace the growth of the addressable

digital markets

2025 progress

• Net revenue declined 8.4% on a

like-for-like basis

2026 goals

• Achieve 2026 like-for-like net revenue

target in line with guidance

Measurement

• Like-for-like net revenue growth

Objectives

• Improve margin

• Long-term target of around 20%

operational EBITDAmargin

2025 progress

• Operational EBITDA margin up

70bpsfrom prior year to 12.1% ona

like-for-like basis

• Strong cost management including

reductions in number of Monks and

operational costs

2026 goals

• Achieve 2026 operational EBITDA

margintarget

• Improve productivity (utilisation

andbillability)

• Continue to align personnel cost to net

revenue ratio to industry averages

Measurement

• Operational EBITDA margin

• Utilisation and billability rates

• Personnel cost/net revenue ratio



Objectives

• Beat net debt target of 1.5-2x times

operational EBITDA

• Achieve a balanced approach to net

debt: balance corporate resilience with

shareholder return

2025 progress

• Reduced net debt from £142.9 million or

1.6x operational EBITDA to £86.9 million

or 1.1x operational EBITDA

2026 goals

• Achieve 2026 net debt target

Measurement

• Net debt/pro-forma operational

EBITDAratio

• Ratings from external debt

ratingsagencies

Our clients Revenue

growth

Margin Net debt

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 11

Progress against our strategy continued

Objectives

• Attract, retain and develop the best talent

in the industry

2025 progress

• HR processes integrated within Marketing

Services and continued broader system

• Growth conversations fully deployed

and made accessible to all managers,

supported by global training to

driveadoption

• AI-focused learning expanded through

the launch of the School of AI, delivered

via multiple modalities, alongside

Flagship Leadership programming

reaching 194 leaders globally

• Launched the What’s Happening Now

podcast, Motif and Executive Leadership

teammeetings

2026 goals

• Continue to evolve and embed a

consistent performance review process

across the Group

• Advance adoption of a standardised merit

cycle to support equitable and effective

compensation decisions

Measurement

• Performance Reviews and Merit Cycle

execution in Workday

Objectives

• Net zero by 2040 (The ClimatePledge)

2025 progress

• Increased EcoVadis score to 66/100,

bronze, top 35%

• Top 20% of S&P

• Transparency Award for

sustainablereporting

• Accelerated our path towards net zero

by 2040, achieving a 31.7% absolute

reduction in total greenhouse gas

emissions (market-based)

• Use of renewable energy up 130bps

2026 goals

• Carbon emission reduction in line with

ourSBTi targets

• Improve ESG data quality: increase the

proportion of data collected directly from

operations and suppliers, while reducing

reliance on estimated or extrapolated data

Measurement

• Carbon output reduction in line with our

SBTi transition plan

• Increase use of renewable energy

• Third party accreditation such as

EcoVadis, B Corp

Objectives

• To operate a unitary structure

2025 progress

• Clear simplified structure, Marketing

Services and Technology Services,

organised viageography

• Released integrated Go-To-Market

propositions to drive growth

• Improved system integration, data quality

and connectivity

• Majority of the Group migrated to single

ERP system, programme on track for

completion as planned in 2026

2026 goals

• Further collaboration between

capabilities for existing and new clients

• Finalise implementation of single

ERPsystem

Measurement

• Collaboration between capabilities

• Group migration to single ERP system



Objectives

• Embed AI throughout clients’ marketing

supply chain

2025 progress

• Restructured teams to enable large-scale

technology adoption, radical productivity

gains and upskilling staff into award-

winning AI orchestrator roles

• Launched agentic Monks.Flow platform,

leveraging a model-agnostic stack

• Began the shift from time-based billing to

output and subscription-based revenue

• Secured AI supply chain mandates for

T-Mobile and two global FMCG clients,

unifying production and measurement

2026 goals

• Establish Monks as AI transformation

partner and scale long-term subscription

to embed unified AI layer across strategy,

creative and media

• Connect real-time media signals to

automated generation to eliminate final

manual gaps

Measurement

• % of run-rate revenue delivered via

output or subscription contracts

• Majority of top 50 clients adopting AI

services or systems

People

and culture

Sustainability Integration AI

Read more on pages 42 to 46 Read more on pages 27 to 65 Read more on page 99 Read more on pages 33 to 35

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 12

The Group uses a variety of Key

Performance Indicators (KPIs)

tomonitor both financial and

non-financial performance.

Whereapplicable, KPIs are

basedonalternative performance

measures

to give a consistent

year-on-year comparison.

Key Performance Indicators

Note:

1. Further detail on alternative performance measures can be

foundin the Appendix to the Annual Report and Accounts

onpage 175.

Financial Non-financial

2025 2024

3.5

2.8

2025

81.2

2024

83.9

Like-for-like operational EBITDA £m

£81.2m

Like-for-like -3.2%

Operational EBITDA is operating profit before the impact

of adjusting items, amortisation of intangible assets and

property, plant and equipment depreciation. The Group

considers this to be an important measure of Group

performance and is consistent with how the Group is

assessed by the Board and investment community.

2025

673.0

2024

734.9

Like-for-like net revenue £m

£673.0m

Like-for-like -8.4%

This is more closely aligned to the fees the Group earns

for its services provided to the clients. This is a key

metric used in business when looking at both Group and

practiceperformance.

2025

12.1%

2024

11.4%

Like-for-like operational EBITDA margin

12.1%

Like-for-like +70bps

Operational EBITDA margin is operating profit before the

impact of adjusting items, amortisation of intangible assets

and property, plant and equipment depreciation, as a

percentage of net revenue.

Carbon intensity (tCO

e) per employee

3.5 tCO

2024: 2.8 tCO

Greenhouse gas emissions for the Group, 2025 vs 2024.

For further information see pages 39 to 40.

Diversity, equity and inclusion

Gender ratios across the Group as at 31 December 2025

and 2024. For further detail on diversity, equity, inclusion,

gender equality and gender pay gap equality see pages

42to 46.

2025 2024

Undeclared Undeclared

Female 47.8%

Male 45.3%

Undeclared 6.9%

Female 48.6%

Male 47.7%

Undeclared 3.7%

Female

Male

Female

Male

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 13

Financial review

Strong

working capital

performance

and improved

free cash flow

“Disciplined cost

management and strong

focus on working capital

is delivering improved

operational EBITDA

margins and lower net debt”

Billings

£1,912.9m

-2.6%

Like-for-like +0.4%

Revenue

£754.8m

-11.0%

Like-for-like -8.7%

Net revenue

£673.0m

-10.8%

Like-for-like -8.4%

Operational EBITDA

£81.2m

-7.5%

Like-for-like -3.2%

Operational EBITDA margin

12.1%

+50bps

Like-for-like +70bps

Adjusted operating profit

£ 74 .0 m

-5.5%

Like-for-like -0.9%

Operating profit

£2.7m

2024 £302.8m loss

Radhika Radhakrishnan

Chief Financial Officer

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 14

Financial review continued

Introduction

2025 saw continued pressure on net revenue. The Group

prioritised strict cost control, right-sizing headcount

to match activity and strong working capital and cost

management. As a result, operational EBITDA margin

improved and net debt significantly reduced. We are

making solid progress with our finance transformation

programme including the roll out of our global finance

system, rationalising legal entities and integration of our

practices and people.

Alternative performance measures

Management includes non-GAAP measures in reporting

as they consider these measures to be both useful and

necessary. They are used by management for internal

performance analyses; the presentation of these measures

facilitates comparability with other companies, although

managements’ measures may not be calculated in the

same way as similarly titled measures reported by other

companies; and these ‘alternative performance measures’

are useful in connection with discussions with the

investment community.

The Group uses alternative performance measures as

we believe these measures provide additional useful

information on the underlying trend, performance and

position of the Group. These underlying measures are

used by the Group for internal performance analyses,

and credit facility covenants calculations. The alternative

performance measures include ‘adjusted operating profit’,

‘adjusting items’, ‘adjusted operational EBITDA’ and

‘EBITDA’. The terms ‘adjusted operating profit’, ‘adjusting

items’, ‘adjusted operational EBITDA’ and ‘EBITDA’ are

not defined terms under IFRS and may therefore not be

comparable with similarly titled profit measures reported by

other companies. The measures are not intended to be a

substitute for, or superior to, GAAP measures. A full list of

alternative performance measures and non-IFRS measures,

together with reconciliations to IFRS measures, are set

out in the Appendix to the Annual Report and Accounts on

page 175.

Financial summary

Reported billings were £1,912.9 million, down 2.6%

reported and up 0.4% like-for-like. Controlled billings

that is billings we influenced, were approximately

£4,977.4million (2024: £5,217.6 million).

Reported revenue was £754.8 million, down 11.0% from

£848.2 million and down 8.7% like-for-like.

Reported net revenue was £673.0 million, down 10.8%

and down 8.4% like-for-like.

Reported operational earnings before interest, taxes,

depreciation and amortisation (operational EBITDA) was

£81.2 million compared to £87.8 million in the prior year,

down 7.5% on a reported basis and down 3.2% like-for-

like. We have continued to maintain a disciplined and active

approach to cost management, including headcount and

discretionary costs.

These controls have resulted in the number of Monks at the

end of the year being around6,350, down 11.5% from7,150

at this time last year.

Notes:

1. Controlled billings is billings we influenced in addition to billings that flowed through the consolidated statement of profit or loss.

2. The comparatives as at 31 December 2024 have been represented to reflect the Group’s revised segment structure.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 15

Financial review continued

Operational EBITDA margin was 12.1%, up 50 basis points

versus 11.6% in 2024 and up 70 basis points like-for-like

reflecting improvement in margins in Marketing Services

and Technology Services primarily due to strong cost

management. Our ambition remains to return full year

margins to historic levels, around 20%, over the longerterm.

Reported adjusted operating profit was down 5.5% to

£74.0 million from £78.3 million, before adjusting items of

£71.3 million (2024: £381.1 million), including £20.4million

of restructuring and one-off costs and £49.4 million of

amortisation of intangible assets, a similar level to2024.

Adjusting items includes amortisation of business

combination intangible assets, restructuring, primarily

related to headcount reductions, contingent consideration,

share-based payments, impairment of property, plant

and equipment and reversal of lease impairment charges

relating to property rationalisation.

The reported operating profit was £2.7 million versus

a loss of £302.8 million in 2024, primarily reflecting a

decrease in adjusting items as 2024 included a non-cash

impairmentcharge. Loss for the year was £24.8 million

(2024: £306.9million loss).

Adjusted basic earnings per share was 5.0p, versus adjusted

basic earnings per share of 5.2p in 2024, down 3.8%.

Basicloss per share was 3.7p (2024: 45.7p).

Billings

£m

2024

2023

2025 1,912.9

1,963.0

1,870.5

Revenue

£m

2024

2023

2025 754.8

848.2

1,011.5

Adjusted operating profit

£m

2024

2023

2025 74.0

78.3

82.0

Net revenue

£m

2024

2023

2025 673.0

754.6

873.2

AAA

150.0

125.0

100.0

75.0

50.0

25.0

0.0

FY 2025FY 2024

£93.7

£87.8

Ope

rational EBITDA and margin £m

£81.2

10.7%

11.6%

12.1%

FY 2023

Profit

% margin

Operating profit/(loss)

£m

2024

2023

2025

2.7

(302.8)

20.2

2024

2023

2025

2024

2023

2025

2024

2023

2025

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 16

Financial review continued

Practice performance

Marketing Services

practice’s reported net revenue was

down 8.1% and down 5.6% like-for-like and reported

operational EBITDA was £92.6 million, down 2.2% versus

2024 and up 1.5% like-for-like. Marketing Services

practice’s operational EBITDA margin improved to 15.1%,

compared to 14.2% in 2024, despite the lower revenue,

reflecting a reduction in the number of Monks and other

cost savings as compared to 2024.

Technology Services practice’s reported net revenue was

down 31.9% and down 29.9% like-for-like. Reported

operational EBITDA of £8.9 million was down 22.6% from

the prior year, down 19.8% like-for-like and delivered an

operational EBITDA margin of 15.1% compared to 13.3%

in 2024. Technology Services performance was impacted

by continued client caution, especially amongst technology

clients as they allocate even more spend to building AI

infrastructure, client losses and increasingly challenging

global macroeconomic conditions.

Reported central costs of £20.3 million were up 10.3%

reflecting centralisation of procurement, IT roles and the

full-year impact of 2024 hires.

Performance by practice

2025

£m

2024

£m Lfl YOY

Net revenue 673.0 754.6 (8.4%)

 

Marketing Services 614.0 6 67.9 (5.6%)

Technology Services 59.0 86.7 (29.9%)

 

Operational EBITDA 81.2 87.8 (3.2%)

 

Marketing Services 92.6 94.7 1.5%

Technology Services 8.9 11.5 (19.8%)

Central (20.3) (18.4) 10.3%

 

Operational EBITDA margin 12.1% 11.6% 70bps

 

Marketing Services 15.1% 14.2% 0bps

Technology Services 15.1% 13.3% 190bps



Net revenue split by practice

Marketing

Services (MS)

91.2%

Technology

Services (TS)

8.8%

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 17

Financial review continued

Geographic performance

The Americas reported net revenue was £537.4 million

(80% of total), down 8.6% from last year. Like-for-like,

theAmericas net revenue was down 5.6%.

EMEA reported net revenue was £99.9 million (15% of

total), down 19.0% from last year. Like-for-like, EMEA net

revenue was down 19.6%.

APAC reported net revenue was £35.7 million (5% of

total), down 17.6%. Like-for-like APAC net revenue was

down13.8%.

Cash flow

Year ending

31 December

2025

£m

Year ending

31December

2024

£m

Operational EBITDA 81.2 87. 8 

Capital expenditure

(4.9) ( 7. 5 )

Interest and facility fees paid (23.6) (29.1)

Interest received 2.2 2.1 

Income tax paid (3.5) (9.0)

Restructuring and other one-off

expenses paid

(20.4) (21.1)

Change in working capital

55.5 14.6

Free cash flow 86.5 37.8

 

Mergers & Acquisitions (0.4) (9.9)

Other

(30.1) 10.0

Movement in net debt 56.0 37.9

 

Opening net debt (142.9) (180.8)

Net debt (86.9) (142.9)

Notes:

1. Includes purchase of intangible assets, purchase of property,

plant and equipment, proceeds from sale of property, plant and

equipment and security deposits.

2. Working capital primarily includes movement on receivables,

payables, principal elements of lease payments and depreciation

of right-of-use assets.

3. Other includes foreign exchange, hyperinflation impacts,

dividends and share buy-backs.

Free cash flow for 2025 was £86.5 million, an improvement

of £48.7 million compared to 2024, with an improvement in

working capital and lower cash tax paid.

Net revenue split by region

APAC

Americas

EMEA

Americas

79.9%

EMEA

14.8%

APAC

5.3%

Net revenue growth by region LFL

Americas

-5.6%

EMEA

-19.6%

APAC

-13.8%

2025 2024

“Free cash flow improved

by £48.7 million as a

result of strong working

capitalmanagement”

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 18

Financial review continued

Treasury and net debt

The year end net debt was £86.9 million (2024: £142.9

million) or 1.1x net debt/operational EBITDA. Thebalance

sheet has sufficient liquidity and long dated debt maturities.

During the year the Group complied with the covenants set

in its loan agreement. The operational EBITDA for the year

was £81.2 million.

The Group’s key covenant is that the net debt should not

exceed 4.5:1 of the pro-forma earnings before interest, tax,

depreciation and amortisation. This ratio is measured at

the end of any relevant period of 12 months ending each

semi-annual date in a financial year, as defined in the

facility agreement. As at 31 December 2025, the net debt/

EBITDA, as defined by the facilities agreement, was 1.1x.

The duration of the 2021 facilities agreement is seven years

in relation to the Term Loan B and the termination date is

August 2028. The term of the RCF is five years and the

termination date was August 2026. £80 million of the RCF

facility has been extended to February 2028, with all four

relationship banks extending on the same terms, with the

remaining £20 million terminating in August 2026. The RCF

remains undrawn as at 31 December 2025. Subsequent

to the year ended 31 December 2025, the Group has

repurchased €25.7 million of its €375 million Term Loan B

at a discount, including €1 million remaining to be settled.

Following settlement, the remaining €349.3 million is due

tomature in August 2028.

“Net debt for 2025

was £86.9 million an

improvement of £56.0

million compared to 2024”

Net debt reconciliation

2025

£m

2024

£m

Cash and bank 240.8 168.4

Loans (327.7) (311.3)

Net debt (86.9) (142.9)

Lease liabilities (31.3) (42.5)

Net debt including lease liabilities (118 . 2) (185.4)

Interest and tax

Consolidated statement of profit or loss net financing costs

were £25.7 million (2024: £26.4 million), a decrease of £0.7

million due to favourable exchange rates and reduction in

bank interest expenses. The profit or loss tax expense for

the year was £1.0 million (2024: £24.0 million credit).

Balance sheet

Overall the Group reported net assets of £506.0 million

asat 31 December 2025, which is a decrease £71.5 million

compared to 31 December 2024, driven mainly by the

amortisation of intangible assets and foreign exchange

fluctuation.

Acquisitions

No acquisitions were made in the year ended 31 December

2025.

Outlook/guidance

We expect clients to remain cautious in the near term,

reflecting heightened macroeconomic uncertainty as a

result of the conflict in the Middle East. This challenging

environment results in more measured decision-making,

particularly as Technology clients continue to prioritise

AI-related capital expenditure over operating expenditure,

such as marketing. However, we remain confident in our

strategy, business model and talent base. Combined with

our scaled client relationships and the strong traction of

our new go-to-market propositions, we believe we are well

positioned to deliver sustainable long-term growth.

2026 like-for-like net revenue is expected to be in line

with current analyst consensus, slightly below 2025,

withoperational EBITDA margin targeted to increase by at

least 100 basis points, primarily due to the annualised impact

of the 2025 cost actions. We expect like-for-like net revenue

to be down for the first quarter, in part due to the ongoing

conflict in the Middle East. However, our cost management

initiatives will enable us to partially mitigate the full impact of

the revenue shortfall. The proportion of operational EBITDA

in H1 2026 is expected to increase compared to H1 2025

dueto the annualised impact of the 2025 costactions.

Our targeted net debt range for 2026 is £60 million to £90

million. We now aim for leverage over the medium term to

be under 1.0 times net debt to operational EBITDA, whichis

below our previous target range. Net finance costs are

expected to reduce from £25.7 million in 2025 to circa £20 –

22 million in 2026. As a measure of confidence in the future

the Board is proposing to pay a dividend of 1.1p pershare.

The Company’s capital allocation policy is to prioritise

dividends (currently 1.1p final dividend a 10% increase over

prior year), then further debt repurchases and finally share

repurchases as net debt fallsfurther.

Over the longer term we continue to expect our growth to

outperform our markets and operational EBITDA margins to

return to historic levels of around 20%.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 19

Principal risks and uncertainties

This will support the financial strength and resilience of the

Groupand for delivering its businessstrategy.

As part of the Group’s strategy to enhance its resilience

and seek to deliver long-term growth, the Group created

an Enterprise Risk Management (ERM) framework in 2023,

which has been adopted at a Group level, and is used across

the global organisation. The framework is used to inform the

Board of the key risks, using both a ‘top down’ and ‘bottom

up’ approach to provide a holistic view of the key operational,

financial, commercial and strategic risks facing the business.

Sustainability-related risks, including risks arising from

governance, regulatory expectations and responsible

business practices, are identified, assessed and managed

as part of the Group’s Enterprise Risk Management

framework. Further detail on the identification, assessment

and management of climate-related risks, including the

use of scenario analysis, is provided in the Group’s TCFD

disclosures within the Sustainability statement.

The Board has ultimate responsibility for the Group’s

approach to risk management and internal control.

Onbehalf of the Board, the Audit and Risk Committee

oversees risk management for the Group. Both the

Audit and Risk Committee and Board have reviewed

and approved the Group’s principal risks. In addition,

We believe that

effective risk

management

is important

eachprincipal risk has a senior leader owning it, who is

also responsible for documenting the corresponding risk

response plan, which is submitted to the Group CFO for

review and monitoring.

Risks

The principal risks and uncertainties that the Board

believes could have a significant impact on the Group

are set out on pages 20 to 23. Other, less material risks

(including emerging risks) are monitored by the Group CFO

and discussed at the Audit and Risk Committee or other

appropriate internal forums.

Risk description

Global macroeconomic and geopolitical headwinds could

result in existing clients reducing spend and potentially

limiting new business opportunities.

During a period of financial and operational transformation,

inconsistent practices across the Group during the transition

period may potentially increase the variability of forecasts.

If there is inadequate management of the talent lifecycle,

from critical succession planning for key roles, through to

ensuring staff have the key skills in a rapidly changing market,

thiscould result in gaps, misallocation of staff resource or

lossof key talent.

If the Group’s governance, compliance and ESG structure and

processes are not robust, this could impact compliance with

Corporate Governance regulations or best practice, or not

meet client and investor requirements and expectations.

Artificial Intelligence (AI) is a disruptive technology that can

impact the standard commercial models in our industry,

aswell as scale up and down the need for specific teams

andtalent in the business.

If the evolution of the internal technology and data landscape

is not successfully streamlined, there could be an adverse

impact on costs, support and internal efficiencies.

Concentration of clients and suppliers in certain sectors

creates a risk of material financial disruption if there is a

sudden relationship breakdown or contract loss, or more

stringent regulation in certain sectors.

Risk of share price volatility if investors’ expectations are not

met through consistent and clear corporate messaging.

If there are insufficient controls over information security

or data privacy, there is a risk of a security breach,

non-compliance with client contracts, or regulatory breach.

Increased competitive offerings and low barriers to entry in

the industry may impede new business opportunities and/

orerode margins.

Impact

Likelihood

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 20

Principal risks and uncertainties continued

The key changes and movements in the risks since the prior year have been as follows:

Risk 2 (Operational decision making and internalefficiencies):

The risk wording was updated to better reflect the currentoutlook.

Risk 3 (Talent lifecycle):

The risk wording was updated to focus more tightly on where the talent risk impacts

the business given the strategic goal of reducing overall headcount.

Risk 6 (Business transformation):

Following changes in the business transformation programme over the year, the risk was

reassessed and updated to focus on the technology landscape and raise its potential

impact given the large number of current systems and in-house ITcapabilities.

Risk 8 (Reputation risk):

The risk is deemed to have fallen in likelihood give the tighter narrative around

externalmessaging.

Risk trend

Likelihood has

stayed consistent

Likelihood

has increased

Likelihood

hasdecreased

Risk Description Risk response Risk trend

1. Macroeconomic headwinds Global macroeconomic and geopolitical headwinds could

result in existing clients reducing spend and potentially

limiting new business opportunities

• Strengthening the go-to-market proposition to increase the pipeline of

potential ‘scaled’ clients

• Continuing to widen the Group’s client and geographical mix to increase

contribution of diverse regions and sectors beyond technology

• Business transformation programme to improve profitability, enhance

delivery and increase accountability

• Improved planning processes for all ‘scaled’ clients

2. Operational decision making

andinternal efficiencies

During a period of financial and operational

transformation, inconsistent practices across the Group

during the transition period may potentially increase the

variability of forecasts

• Strengthening budgeting and forecasting governance including formal

review cycles, risk and opportunity reporting and accuracy metrics

• Improved data integrity and systems discipline across finance, operations,

HR and the adoption of utilisation/billability reporting

• Enhanced leadership oversight and accountability across client, growth

and operations teams

• Increased commercial rigour via refined go-to-market (GTM) strategies,

tighter pipeline management and aligned cost controls

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 21

Principal risks and uncertainties continued

Risk Description Risk response Risk trend

3. Talent lifecycle If there is inadequate management of the talent lifecycle,

from critical succession planning for key roles, through to

ensuring staff have the key skills in a rapidly changing

market, this could result in gaps, misallocation of staff

resource or loss of key talent

• Workday embedded as our core human resources (HR) platform to

support consistent performance and talent processes globally

• Manager enablement and structured performance and development

cycles (including growth conversations)

• Capability building through the School of AI and flagship leadership

development for senior leaders

• Ongoing talent reviews and succession planning for key roles with

regional HR and business leadership

• Regular review of compensation and incentive approaches to support

retention of critical talent

4. Governance and compliance If the Group’s governance, compliance and ESG structure

and processes are not robust, this could impact compliance

with Corporate Governance regulations or best practice, or

not meet client and investor requirements and expectations

• Compliance framework with an annual training schedule rolled out for

allstaff

• Minimum control set established to comply with the updated Corporate

Governance Code and formalise the link between risks and controls

• ESG SteerCo in place to meet regulatory requirements and create

formalised accountabilities for delivery of agenda

• Annual policy reviews formalised with appropriate oversight and review on

an annual basis for key policies

5. Artificial intelligence (AI) Artificial Intelligence is a disruptive technology that can

impact the standard commercial models in our industry,

aswell as scale up and down the need for specific teams

and talent in the business

• Investment in flagship Monks.Flow product that aligns marketers with AI

and is being rolled out with new and existing clients

• Weekly calls on the use of AI across all teams and functions of the

business to embed its use on workflow and showcase successes

• Ongoing training and enablement programmes on use of AI

• Continuing to forge strong relationships with key technology companies

on utilisation and execution of AI tools

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 22

Risk Description Risk response Risk trend

6. Business transformation If the evolution of the internal technology and data

landscape is not successfully streamlined, there could

bean adverse impact on costs, support and

internalefficiencies

• Establishing a global IT operating model to eliminate regional silos and

clarify global accountabilities

• Migration from fragmented data platforms to a single, unified global

data warehouse to create a ‘single source of truth’ for financial and

operationalreporting

• Appointing dedicated business systems ownership for critical platforms to

ensure data integrity at the source and enable future AI-driven efficiencies

• Executing a structured roadmap to sunset duplicated and manual legacy

systems, replacing them with automated, integrated enterprise solutions

• Utilising enterprise integration platforms to automate cross-functional

workflows, reducing manual data entry and increasing operational speed

7. Key customers Concentration of clients and suppliers in certain sectors

creates a risk of material financial disruption if there is a

sudden relationship breakdown or contract loss, or more

stringent regulation in certain sectors

• Enhanced go-to-market proposition launched publicly to streamline and

clarify the Group’s client offering

• Strategy of increasing the number of ‘scaled’ clients, to reduce

concentration risk

• Ongoing market offering that differentiates the Group against competitors

8. Reputation risk Risk of share price volatility if investors’ expectations

arenot met through consistent and clear

corporatemessaging

• Regular communication with investors and analysts through roadshows

and conferences

• Communications guidelines to ensure responsible and

consistentmessaging

• Use of trusted third parties to assist with timing and consistency

ofmessaging

Principal risks and uncertainties continued

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 23

Principal risks and uncertainties continued

Risk Description Risk response Risk trend

9. Information security and

dataprivacy

If there are insufficient controls over information

securityor data privacy, there is a risk of a security breach,

non-compliance with client contracts, orregulatorybreach

• Ongoing compulsory all-employee training on significant information

security (InfoSec) and privacy topics

• Ongoing ISO 27001 certification programme being executed in

keyoffices

• Security controls deployed in critical products including Monks.Flow

• InfoSec compliance assessments being conducted for scaled clients,

withimprovement plans rolled out for relevant areas of enhancement

• Endpoint protection, security and compliance improvements implemented

• Incident prevention, detection and treatment capabilities and third party

risk management enhanced

• Privacy policies, notices and procedures updated to meet regulatory

requirements and best practices

• Strengthened integration of Privacy by Design in business processes

• Privacy Champions Network updated to embed privacy best practice in

the business

• Continued personal data mapping and documentation enhancing across

business units and Monks.Flow

10. Competitive environment Increased competitive offerings and low barriers to entry

in the industry may impede new business opportunities

and/or erode margins

• Evolution of the Group’s service offering, ensuring that it is leading edge.

Current focus is on AI and our Monks.Flow solutions

• Three-year strategic planning process to identify opportunities and risks

• Ongoing investment in talent and technological tools to enhance the

Group’s differentiated offering

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 24

Principal risks and uncertainties continued

Viability Statement

In accordance with Provision 31 of the UK Corporate

Governance Code 2018, the Board of Directors of

Capital Group (the Group) has assessed the prospects

and viability of the Group over a period of three years

from 1January 2026. The three-year period has been

chosen as it aligns with the Group’s strategic planning

cycle, the rapidly changing landscape in the marketing

and advertising industry, and the time horizon typically

employed for the assessment of industry-specific risks

anduncertainties.

The selection of a three-year period also allows the Group to

balance short-term responsiveness with long-term strategic

planning, reflecting our focus on agility, adaptability

andinnovation. This period is deemed appropriate

considering the following factors:

1. Industry dynamics: The marketing and advertising

industry is characterised by rapid technological

advancements (including the impact of AI), evolving

consumer preferences and the need for constant

innovation. A three-year period allows the Group to

monitor and adapt to these changes, while maintaining

a forward-looking perspective on future opportunities

andchallenges.

2. Competitive landscape: Given the fast-paced nature of

the industry, it is essential for the Group to maintain a

competitive advantage by anticipating and responding

to emerging trends and client demands. A three-year

period is suitable for assessing our competitive position

and developing strategies to maintain and strengthen

our market share.

3. Environmental risks: The Group recognises the

importance of addressing environmental risks, including

climate change and resource scarcity. A three-year

period allows the Group to assess and manage the

potential impact of these risks on its operations and

implement measures to minimise any adverse effects.

4. Financial resilience: A three-year period aligns

with the Group’s budgeting and forecasting cycle,

enabling the Board to evaluate the financial resilience

of the business, while considering potential risks

anduncertainties.

The Board has set the strategy for the Group within the

digital marketing and advertising sector, considering key

factors such as market dynamics, competitive landscape,

technological developments, regulatory environment

and the Group’s financial resilience. The Board has also

reviewed the Group’s risk management framework, which

identifies, evaluates and mitigates significant risks to the

business, including both internal and external factors,

withparticular attention to environmental risks. For further

information on the Board refer to page 76.

Key assumptions underpinning the viability assessment

include the following:

1. Sustainable revenue growth driven by the increasing

demand for digital marketing and advertising solutions

and our ability to respond effectively to industry trends.

2. Successful integration and synergy realisation from

strategic mergers and acquisitions, further enhancing

our service offerings and expanding our global footprint.

3. Adherence to a disciplined financial strategy, focusing

on maintaining a prudent level of debt and ensuring

access to adequate sources of funding.

4. Compliance with relevant laws and regulations, as

well as our commitment to upholding the standards of

corporate governance.

5. Effective management of key risks, including

economic, operational, environmental and reputational

risks, through the implementation of robust

mitigationstrategies.

The Board of Directors has performed a robust assessment

of the principal and emerging risks and uncertainties that

could threaten the business model, future performance,

solvency or liquidity of the Group. The assessment includes

an evaluation of the Group’s resilience to these threats

in severe but plausible scenarios. The principal risks and

uncertainties that the Board believes could have a significant

adverse impact on the Group’s business are setout on pages

20 to 23.

In the downside scenario, the Group models a considerable

decline in demand during 2026 and 2027, resulting in

a significant 10% reduction in net revenue along with a

0.5% reduction in operating costs when compared to the

Board-approved three-year plan forecasts.

The results of our stress test in the downside scenario

indicate that the Group maintains adequate liquidity

throughout the evaluation period without breaking any

existing debt covenants, demonstrating resilience under

these challenging conditions.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 25

Principal risks and uncertainties continued

The Board can leverage a variety of potential mitigating

actions to control costs and manage cash flow.

Acombination of the following mitigating actions (all

ofwhich would be materially under the Group’s control)

could beleveraged to achieve over and above the level

of operating cost reductions assumed in the downside

scenario, ifrequired:

1. Workforce planning: Review the Group’s workforce and

implement measures to optimise resource allocation,

including potential hiring freezes, voluntary redundancy

programmes or reskilling initiatives.

2. Cost reduction: Identify and implement cost-saving

measures across the organisation, including further

potential reductions in discretionary spending and

operational efficiency improvements.

3. Portfolio optimisation: Re-evaluate the Group’s

product and service offerings to focus on high-margin,

high-demand areas, while discontinuing underperforming

or low-margin products and services.

4. Financial management: Review the Group’s financial

position and explore options for restructuring its debt,

such as renegotiating loan terms, refinancing existing

debt or securing alternative sources of financing.

In addition to the mitigating actions outlined above,

theGroup has access to a fully undrawn Revolving Credit

Facility (RCF) of £100 million, which matures in August

2026 with £80 million extended until February 2028.

Thisfacility serves as an additional financial resource that

can be utilised to manage liquidity, support operational

stability and address any unforeseen challenges or

opportunities that may arise during the assessment period.

Based on the outcome of this comprehensive assessment,

the Board has a reasonable expectation that S

Capital

plc Group will be able to continue in operation and meet

its liabilities as they fall due over the three-year period

of assessment. The Board acknowledges that there are

inherent uncertainties in any forward-looking analysis

and, therefore, it will continue to monitor and update the

Group’s risk management framework and business strategy

asneeded.

The Strategic Report on pages 07 to 25 was approved by

the Board of Directors on 23 March 2026 and signed on its

behalf by:

Sir Martin Sorrell

Executive Chairman

23 March 2026

Radhika Radhakrishnan

Group Chief Financial Officer

23 March 2026

Additional information

Sustainability

Sustainability in action 27

2025 in brief 28

Our ESG strategy 29

Our value chain – impact model 30

Materiality assessment and outcome 31

Our Responsibility to the World 32

People Fulfilment 42

One Brand 47

Task Force on Climate-related Financial

Disclosures Report

Non-financial, sustainability and climate-related

information statement

Section 172(1) statement 61

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 26

Sustainability in action

2025 was

a year of

recalibration

“Regardless of shifts in

regulatory pace or external

pressure, we continue to

bring ESG into our decision

making, ensuring the

technology and creativity

we deploy create value for

our clients and contribute

positively to people and

the planet”

A year of recalibration

2025 was defined by the continued evolution of ESG from

a compliance-led activity into a framework for operational

insight. While shifting regulatory thresholds for our sector

changed the immediate reporting scope, the underlying

discipline has matured. ESG (Environmental, Social and

Governance) continues to grow from a reporting exercise

to an operating discipline, leading to transformation and

operational intelligence. Policies alone were insufficient;

the focus shifted towards proof through budget allocation,

accountable ownership and evidence of operational

transformation. As geopolitical tensions prioritised security

and data sovereignty, ESG competed more directly with

other strategic risks for executive attention.

While global ESG momentum has slowed, leadership for

change is emerging at regional and local levels. The future

of ESG will be shaped by sustained, jurisdiction-level

progress rather than grand global alignment. Our ESG

strategy will progress as initiated over five years ago and is

built upon three foundational pillars: Our Responsibility to

the World, People Fulfilment and One Brand. Read more on

pages 32 to 47.

Our Responsibility to the World (environment)

Sustainable work and workspaces

We accelerated our path towards net zero by 2040 by

achieving 31.7% absolute reduction in total greenhouse

gas emissions (market-based) compared with our 2022

baseline of our Science Based Targets initiative (SBTi)

approved targets. We drive sustainable outcomes through

industry-leading AI innovations for our clients.

People Fulfilment (social)

Our people and culture

In 2025, we prioritised workforce resilience amidst total

industry disruption. We navigated to an AI-first working

model by migrating talent from legacy workstreams into

high-value, tech-augmented roles. This ensures our global

talent pool is engineered for the future of tech and digital

production, maintaining our commitment to personal and

professional development through the taxonomy of talent.

This commitment is reinforced by our strategic investment

in continuous learning and AI-enabled upskilling, directly

addressing the rapid technological changes to ensure our

talent remains future-fit.

One Brand (governance)

Integration, communication and governance

Transitioning from intent to proof, we strengthened

our unitary governance, embedding accountable KPIs

and strategic budget allocation directly into our single

P&Lstructure.

Sustainability in action

Capital, operating as Monks, is dedicated to disrupting

legacy marketing and technology models through

innovation, agility and accountability. Our ESG strategy is

wired into our unitary structure, ensuring that sustainable

impact is woven into every client solution and serves our

people as the foundation of our shared global culture,

which enables us to empower brands to thrive responsibly.

Read more in our Monks ESG Report

Regina Romeijn

Global Head of ESG

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 27

2025 in brief

Our people

and culture

6,345

Total headcount

48/45/7

% Women/men/undeclared

36.9%

Women in executive roles

33.3%

Women on the S

Capital

Board

Our clients

+2.9%

For Good projects

+16.8%

Purpose-driven clients

11.1%

Projects for Purpose-driven clients

162

Awards won

Our communities

and environment

43.4%

Renewable energy in our own operations

Our broad range of stakeholders – representing diverse and sometimes competing interests – provide valuable

perspectives to our decision making. Integrating these perspectives is essential to executing our ESG strategy.

Below are 2025’s highlights, achieved together with several of our stakeholders: our communities, our people

andour clients.

cope 1

cope 2

cope 3

cope

, 2 & 3

0 20 40 60 80 100

42%

(2030)

21.1%

68.1%

42%

(2030)

90%

(2040)

31.7%

27.4%

25%

(2030)

Progress against targets

Target

Achieved 2022–2025

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 28

Our ESG strategy

Despite global trends towards ESG fatigue,

we recognise the opportunity that ESG

compliance is creating. By leveraging reporting

requirements to build foundational data

processes and shared accountability, we are

creating an intelligence layer across our unitary

structure. Continuing the transitioning of ESG

from a compliance burden into a proactive

governance engine allows us to move up the

maturity ladder, eventually utilising high-fidelity

data for more resilient decision making. Within

ESG, our focus remains on: Our Responsibility

to the World, People Fulfilment and One Brand.

These strategic areas of focus are tied to

executive remuneration as part of our incentive

programmes. Please see our performance

against our goals on pages 37 to 40.

Our ESG priorities are interconnected

by design. Sustainable work is rooted

in Environment because of our digital

decarbonisation work, and inherently

multi-dimensional: through client engagements

we drive inclusive social outcomes, embed

ethical AI and responsible marketing, and

generate environmental and social impact.

ESG governance is integrated into our overall

governance, risk, strategy and performance

frameworks, with clear executive and senior

accountability across each pillar, as set out

in the Governance section of this report and

our Task Force on Climate-related Financial

Disclosures (TCFD)-aligned disclosures.

Translating our ESG strategy into operational

reality in 2025 highlighted areas for continuous

refinement and focus. These areas of focus

are now integrated into our forward planning,

ensuring a continual refinement of our

interconnected ESG priorities through 2026.

Environment

Social

Governance

ESG Strategic commitment

Reach net zero greenhouse gas (GHG) emissions

across the value chain by 2040

Near-term targets

• Reduce absolute Scope 1 and 2 GHG emissions

42% by 2030 from a 2022 base year

• Reduce absolute Scope 3 GHG emissions 25%

during the same timeframe

Long-term targets

• Reduce absolute Scope 1, 2 and 3 GHG

emissions 90% by 2040 from a 2022 base year

• Create measurable positive impact through our

core business output 100% renewable energy

by2040

Invest in our taxonomy of talent (by utilising

Workday) to harmonise global job architecture to:

• support equitable access to opportunity

acrossregions

• invest in skills and leadership capabilities,

including AI-enabled learning

• embed consistent performance, development

and merit processes

Eliminate internal silos and establish a shared

corporate culture to deliver a seamless, integrated

and responsible global offering to our clients

Our Responsibility

to the World: We are

committed to delivering

positive impacts for people

and planet by managing

the environmental footprint

of our operations and

utilising our work as a

catalyst for positivechange

People Fulfilment: We are

committed to building

a global leadership

with a local workforce

that embraces diverse

perspectives, providing our

people with the tools and

training needed to foster

a culture that adapts to a

changing world

One Brand: We operate

through a unified brand

identity and a single P&L.

This unitary structure

provides the robust

governance necessary

to synthesise specialised

knowledge into a

seamless, responsible

global offering

• Increased data fidelity

and process maturity

• Geopolitical and

regulatory volatility

• Market sentiment and

ESG fatigue

• Financial connectivity

to non-financial metrics

• Adoption of and

engagement with new

systems and processes

• Rapid technological

change and skills

evolution

• Ensuring consistency

across regions

whilemaintaining

localrelevance

• Governance and

execution

• Decommissioning of

heritage infrastructure

• Standardisation

versusagility

Goals 2025 challenges

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 29

Our value chain – impact model

Our value chain reflects how we harness talent, technology

and data to deliver client value, while embedding climate

considerations, transition actions and sustainable practices

across our operations and broader value chain. Our impact

model maps how our activities, products and services

create specific, intended outcomes for our stakeholders.

As a predominantly digital, asset-light organisation, the

Group’s exposure to climate-related risks and opportunities

arises primarily through its people, digital infrastructure,

offices, suppliers and client-facing activities rather than

through physical production assets. This value chain

therefore provides the context for understanding where

climate-related risks, opportunities and transition actions

occur across upstream activities, own operations and

downstream client or supplier engagement.

1. Upstream

Key resources

Human capital

Our primary resource is our global,

decentralised talent pool of approximately

6,350 Monks. We rely on their creative and

technicalexpertise.

Intellectual and data capture

Our business runs on a purely digital

infrastructure, leveraging first-party data to

fuel content via our proprietary Monks.Flow

AIecosystem and strategic tech insights.

Social and relationship capital

We rely on deep, collaborative integrations

with industry leaders, todrive end-to-end

content supplychains.

Manufactured and financial capital

A global network of 40 offices across 33

countries and sustainable reinvestment under

our unified, single-P&L model.

Critical infrastructure providers

Reliance on global cloud service providers and

specialised software developers to maintain

digital reach.

3. Downstream

Shared value

Sustainable client transformation

Helping brands transition from legacy models to

AI supply chains, delivering cost reductions and

better cost-per-purchase.

Environmental decoupling in action

The Group achieved a 31.7% absolute

reduction in total GHG emissions since our

2022 SBTi baseline while maintaining

operational scale.

Low-carbon solutions

Providing clients sustainable alternatives,

suchas adaptive ad streaming that eliminates

data waste and cuts loading emissions,

andatoken-aware marketing AI ecosystem

thatwrites and organises prompts and agent

workflows toreduce token use and avoid

wastedcomputation.

Social and planet value

Generating positive societal impact through

For Good projects (6.4% of total revenue) and

community service hours (40.3% increase).

2. Own operations

The unitary platform

Integrated unitary operating model

Operating under a single P&L and unified brand, we

orchestrate work across tools and processes to improve

speed and quality.

AI-driven low-carbon workflows

Integration of AI processes to prioritise environmental

decoupling, such as agentic workflows for content

creation and remote production for live events.

Data and insights activation

Collecting, analysing and activating first-party data to

generate real-time insights that optimise creativity and

brand performance.

Creative and content production

Creating high-quality storytelling through our global

network powered by data-informed creativity and

sustainable production practices.

Risk, ethics and digital governance

Embedding ethical AI principles through our Global AI

Policy and maintaining ‘privacy by design’ to ensure

responsible innovation and regulatory compliance.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 30

Materiality assessment and outcome

Assessment: validating our strategic focus

Since 2019, we have leveraged voluntary frameworks,

including the Global Reporting Initiative (GRI) and the

Sustainability Accounting Standards Board (SASB),

toguide our disclosures, while maintaining compliance

with the Sustainability Disclosure Requirements (SDR)

mandated by the FCA in the UK.

We continue to use materiality as a vital engagement tool

to ensure our strategy remains aligned with stakeholder

expectations.

In 2025, we conducted a targeted Materiality Survey to

capture sentiment from our core stakeholder groups:

clients, suppliers and our people. Participants ranked 10

material ESG topics derived from our 2024 materiality

assessment and provided feedback on emerging issues.

This process served to validate our existing strategic focus

and confirmed that our core commitments remain the

correct levers for thebusiness.

Outcome: foundational culture

and technological leadership

Our 2025 Materiality Survey highlights an operational

dependency between our internal culture and our external

delivery. While the rankings differ, they form a clear

sequence: the foundational stability, deemed material

by our people, is the prerequisite for the technological

leadership demanded by our clients.

Our people remain consistent in their focus on the work

environment, ranking working conditions, mental health

and wellbeing (1) and ethics and responsible business

practices (2) at the top. By prioritising ethics alongside

mental health, our people are demanding a workplace

that is both supportive and principled. We believe this

alignment is critical to maintaining a sustainable, high-

performance environment, ensuring Monks are equipped

to deliver responsible, tech-led innovation for the global

brands we serve. Conversely, clients and suppliers, our

external stakeholders, are focused on the output and

capability of the engine. Their top priorities, sustainable

innovation and technology (1) and talent development

and training (2), showthey look to us to lead the ethical

and sustainable transition into a new technological era

and emphasise the importance of training our talent and

investing in their development to continue thriving in this

fast-changinglandscape.

Materiality for MonksImmaterial Material

Materiality for external stakeholders Material

Our Responsibility to the World

People Fulfillment

One Brand: Governance

Climate change, net zero commitment

Working conditions, mental health and wellbeing

Talent development and training

Impact work, For Good work

Diversity, equity and inclusion

Ethics and responsible business practices

Sustainable sourcing

Privacy and data protection

Sustainable innovation and technology

Responsible marketing practices

Materiality matrix

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 31

Our Responsibility to the World: Sustainable work

Technological innovation currently moves faster than

the global understanding of its long-term societal and

environmental impacts. As a partner facilitating the

strategic transition to AI-driven models for our clients,

we recognise the responsibility inherent in rising

computational demands. We navigate this complexity

through proactive governance and agentic

engineering. By considering ESG matters as part of

foundational architecture, we ensure that rapid digital

progression is balanced with a disciplined approach

to ethical stewardship and operational efficiency.

Our Responsibility to the

World: Sustainable work

Monks’ sustainable work is inherently multi-dimensional:

through client engagements we embed ethical AI and

responsible marketing, drive inclusive social outcomes

andalign high-performance delivery with environmental

andsocial impact.

In 2025, Monks emerged as a global leader in AI. We were

honoured to be selected as The One Show’s inaugural

AI Pioneer Organization, and awarded the Business

Intelligence Group’s 2025 Artificial Intelligence Excellence

Award. At the core of our AI efforts is Monks.Flow, ourAI

ecosystem for marketing orchestration that reduces

wasted computation while limiting the environmental

impact as digital needs grow. By embedding environmental

considerations directly into brand identities and production

workflows, we ensure new digital ecosystems are equitable

and efficient, and we have a governance framework in

place that covers ethical and responsible marketing for

ensuring we are using the technology responsibly.

As a B Corp, we partner with organisations and support

initiatives that focus on making a positive difference

for people and the planet. To advance this mission, we

developed ‘For Good’ projects which are collaborations with

clients, NGOs and partners that leverage our creativity and

technology to deliver sustainable change and beneficial

outcomes. Client engagements that are structured to

deliver positive social and environmental outcomes are

delivered on a paid, pro bono, or discounted basis. This

approach includes a dedicated focus on Purpose-driven

clients, a segment we are committed to growing year on

year and we’ve made good progress over the past few

years. Purpose-driven clients are focused on a meaningful

mission beyond profit, embedding a core purpose (such as

societal or environmental impact) into their strategy, culture

and operations to create long-term value for stakeholders.

We believe that by helping Purpose-driven organisations

amplify their messages and scale their positive impact,

weare indirectly contributing to a better world.

Revenue coming from For Good projects rose 25.2%,

thepercentage of revenue from For Good projects grew

190 basis points, and the total number of For Good projects

increased by 2.9%. Although the volume of For Good

projects completed with commercial clients decreased

by 18.8% year on year, the related revenue increased by

18.7%, reflecting a higher average project value compared

to the prior year for commercial clients. In 2025 we

expanded our Purpose-driven clients base by 16.8% and,

versus the previous year when we saw a concentration of

Purpose-driven clients in the Asia Pacific region, our work

with Purpose-driven clients is now more evenly spread

across all four regions.

The hours our teams donated to community and charitable

organisations surged by 40.3% year on year, demonstrating

our continued commitment to supporting the communities

we operate in. These projects are often driven by the

interests and personal beliefs of our local Monks, guided

byour global values as outlined in the related policies.

Our performance 2025 vs 2024

2025 2024

% change

2025/2024

Total number of projects 5,834 6,872 (15.1%)

Total For Good projects 560 544 2.9%

Revenue from For Good projects £48,306,575 £38,581,276 25.2%

% Revenue from For Good projects/revenue 6.4% 4.5% 190 bps 

Purpose-driven clients 132 113 16.8%

For Good projects for Purpose-driven clients 439 395 11.1%

Revenue from Purpose-driven clients £31,426,662 £24,362,663 29.0%

% Revenue from Purpose-driven clients/revenue 4.2% 2.9% 130 bps

% Revenue from projects for alcohol and tobacco clients 2.2% 2.8% (60 bps)

Monetary donations to community and charity services

£25,222

(<0.01% of revenue)

£78,136

(0.01% of revenue)

(67.7%)

Voluntary hours donated to community and charitable organisations 4,468 3,18 4 40.3%

Note: The Group does not have any revenue from tobacco clients (2024: £nil).

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Our Responsibility to the World: Sustainable work continued

From service

provider to

operating

system:

redefining the

agency model

“We started last year by

focusing on how to help

our clients move from

Agencies to Agents, which

is shorthand for moving

them from siloed and

fragmented services to

running marketing systems

at scale. After a year at the

coalface, helping our clients

get post pilot, it’s never been

clearer that the technology

is ready. An organisation’s

ability to adopt and adapt

isthedifferentiator”

Leveraging AI as a force for good

It is clear that GenAI is poised to revolutionise industries.

As pioneers in agentic AI, we are setting the standard for

responsible deployment, embedding governance, oversight

and ethical guardrails into every solution. With increased

autonomy comes increased responsibility to prioritise

human oversight and to mitigate potential biases and risks.

This is a role and responsibility that we are dedicated to

delivering at the highest possible standards. Here are some

of the ways we ensure we are using AI as a force for good.

Human-in-the-loop governance

At every stage, our human creative and strategic teams act

as the essential control layer, operating within a rigorous

governance model anchored by the cross-functional AI Core

team (Legal, Data Privacy and Information Security). Clear

review processes, with gates for legal clearance and brand

safety, ensure that AI serves as a tool to augment, not

replace, the informed, ethical judgment of our experts.

Organised training equips our teams to operate in our

AI-forward culture: School of AI offers tailored learning

paths; the weekly series 15 Minutes of Now explores AI tools

and trends across business, creative and tech applications;

AI Power Hour provides on-site workshops for expert

and in-person help. Monks’ AI Ambassadors experiment

with tools and processes to improve workflows and solve

challenges, while the #ai-collective – a Slack group of nearly

2,000 Monks – connects peers for real-time problem

solving anddiscussion.

Ethical data and sourcing

We recognise the risks of models trained on unvetted internet

data and we strongly favour tools that use proprietary,

transparently sourced and legally permissible datasets.

We also apply a rigorous Vendor Security Assessment

(VSA) process to demand contractual assurances from our

technology partners (including NDAs and DPAs), protecting

our clients from copyright and data privacy risks.

Read more in our Monks ESG Report

Wesley ter Haar

Chief AI Officer

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 33

Active bias mitigation

In the past year alone, the conversation about bias has

shifted to recognise that models can inherit bias from

human training data. We proactively address these

biases, aligningour work with broader DEI (diversity,

equity and inclusion) commitments. Our teams undergo

mandatory training and actively work to identify and correct

stereotypical or inequitable representations in AI-generated

content, while ensuring the work we produce authentically

reflects the diverse audiences our clients serve.

Sustainable programming

Over the past year, early concerns about AI’s environmental

impact have eased: research from Google and others

indicates AI usage has limited effect. Yet production-level

scaling necessitating large data centres remains a key

sustainability concern. Partnering with global brands,

wedistinguish pilot-scale testing from production scaling.

Pilots can favour speed over token efficiency, scaling

demands operational efficiency. Within Monks.Flow,

our AI-powered platform, we’ve adopted a token-aware

architecture, writing and organising prompts and

agent workflows to use fewer tokens and avoid wasted

computation. As digital ambitions grow, this disciplined

approach manages environmental footprint.

Innovation at speed and scale

As part of our ESG commitment, we have vowed to become

a catalyst for change in our industry. While ESG is often

sidelined in high-velocity technology cycles, the transition

to AI represents the critical moment to embed impact

on people and planet into the foundational architecture

of creative models and workflows. Realindustry

transformation is only possible when responsibility is

engineered from the start. By prioritising sustainability

by design in our initial development, we ensure that

new digital ecosystems are built on an equitable and

efficientfoundation.

Our Responsibility to the World: Sustainable work continued

In every industry there are companies that adopt the latest

innovations and technologies to change how they operate –

the speed, scale and cost at which they work – to help them

meaningfully pull away from competitors and there is a very

realistic case to be made that those who adopt, adapt and

evolve, win; those who don’t, fall behind.

We report here on just some of the ways we are changing

the way the work is done to ensure our clients are on the

winning side of the equation.

Monks.Flow: The agentification of

(almost)everything

Historically, the biggest barrier to ongoing creative

effectiveness has been fragmentation, because signals

are trapped in silos and reused too slowly. Monks.Flow

unifies planning, activation, creation, measurement and

optimisation with API pipelines, performance models

and fatigue signals, and a generative layer turns those

signals into action to close the loop for better efficiency

and outcomes. Agents sit at the operational core: they

consume unified signals, run workflows, generate creative

variants, trigger rotations and update metadata – or route

items for human review. Built for scale, compliance and

control, Monks.Flow is a subscription to innovation –

extensible, integrates with existing tools, avoids vendor

lock-in, andunifies planning, production and media into

an agent-driven pipeline for autonomous execution and

measurable results.

Compress time, cost and complexity, all in one flow

Monks.Flow unifies

the marketing

process into

intelligent, connected

workflows powered

by agentsthat learn

the brand,goals

andguardrails.

Deliver

AI Guardianship

Automated QA validates

every single asset

before it goes live.

Sentinel checks every

file against specific

market rules to ensure

100% compliance and

brand safety.

Create

Virtual Production

Generative AI creates

studio-quality visuals

without the photoshoot.

Monks.Flow produces

high-fidelity fragrance

assets at a fraction of

the cost and time of

traditional production.

Scale

Automated Adaptation

Intelligent workflows

resize, translate,

and version assets

overnight. Asset

Planner and Translation

Agents automate the

heavy lifting of adapting

500assets for every

local market.

Plan

Instant Strategy

AIAgents turn cultural

trends into actionable

briefs instantly.

Monks.Flow scans

real-time data to

find the “Big Idea”

without the weeks of

manualresearch.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 34

Our Responsibility to the World: Sustainable work continued

Our partners: Helping us optimise resources

Strategic partnerships embed computational efficiency and

data governance into our agentic workforce architecture.

And by designing for precision, ESG is institutionalised as

an operational discipline, optimising resource use, cutting

digital waste and ensuring responsible data practices.

Collaboration with NVIDIA deployed high-performance

infrastructure to power the Monks.Flow ecosystem.

Leveraging NVIDIA DGX systems and advanced AI agent

architectures accelerated the move from manual production

to agentic orchestration at enterprise scale, processing

complex datasets and high-fidelity creative outputs with

unprecedented speed and precision, while focusing on

computational efficiency.

Monks.Flow operates on a cloud-native infrastructure with

support for multiple cloud providers, AWS and GCP (Google

Cloud Platform) to name two, with Azure coming in 2026.

The partnership with Google Cloud integrated Vertex AI

and advanced LLM capabilities into Monks.Flow, creating

a hardened infrastructure that prioritises data sovereignty

and security. Using Google’s cloud-native tools powers the

Real-Time Brands model, enabling dynamic adaptation of

creative messaging from live digital signals and advanced

Answer Engine Optimisation (AEO), shifting brand

discoverability to AI-driven insights. This integration builds

a resilient, secure and scalable digital foundation aligned

with governance and operational efficiency.

Monks and AWS integrate cloud-native services,

advertising and martech APIs and generative AI to build

scalable marketing systems. We convert large datasets into

actionable insights; deploy ML models for UGC platforms,

conversational interfaces and avatar services; and optimise

broadcast pipelines for media and sports. Our rapid

application development and DevOps practices ensure

automated CI/CD, infrastructure-as-code and efficient,

cost-effective deployments.

Awards for innovation

AI Pioneer Organization,

The One Show

Artificial Intelligence

ExcellenceAwards,

BusinessIntelligenceGroup

Experimentation Partner of the

Year,Optimizely

Game Changer: Sustainable

Product Innovation, Corporate

StarAwards

Best Marketing & Creative AI

Solution, Global Generative

AIAwards

The partnership between Monks and Amplitude led to

a shift from static performance reporting to a dynamic

closed-loop system enabling real-time user behaviour to

feed directly into successive AI-driven creative iterations.

By leveraging Amplitude’s behavioural data layer, the

orchestration model moves from a linear production

workflow to a continuous optimisation cycle.

This integrated ecosystem provides an operational

benchmark for Agentic Orchestration, using live digital

signals to inform the automated content supply chain.

The resulting synergy demonstrates the maturation of the

One Brand data strategy: moving the value proposition

from volume production to the delivery of high-fidelity,

data-validated outcomes at the speed of culture.

LiveVision™: AI video processing

Developed using NVIDIA technologies, this deployable

AI solution enables intelligent automation through video

inference, allowing brands to drive actions based on

visual data from a live feed. LiveVision analyses video as

it happens, then talks to the rest of a broadcast stack to

trigger creative decisions, allocate wireless resources and

tag footage automatically. What once took hours can now

happen instantly, transforming an archive into a searchable

database of moments and metrics. Broadcasters get

up to 50% faster live switching, while reducing manual

intervention, infrastructure costs and operational risk

– all while increasing personalised asset creation 100x

at scale. The solution debuted at the 2025 International

Broadcasting Convention (IBC), where it received the

Game-Changer Sustainable Product Innovation award.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 35

Amsterdam Museum

Amsterdam in Motion:

a city brought to life

Curated by the Amsterdam Museum,

this permanent immersive experience,

a compelling audiovisual journey of

Amsterdam’s vibrant past and present,

features the world’s largest multimedia city

maquette. Monks led the experience strategy,

creative direction and concept development,

crafted the name and brand identity, and

produced the show. We also developed the

teaser website and supported fundraising

efforts for this non-profit initiative.

100WEEKS

Empowering women

through direct support

When women are empowered to make their own

choices, families eat better, children stay in school

and communities thrive. This was the focus of a

short documentary we launched in collaboration

with 100WEEKS that followed the transformative

journeys of three Rwandan women who received

direct cash, and decided how to invest it for

themselves, for 100WEEKS – challenging

traditional aid methods to foster lasting change.

Centre for

Community Initiative

My First Voice

In collaboration with the Centre for Community

Initiative in Northeast India, Monks developed

My First Voice, an AI-powered solution

that turns children’s non-verbal sounds

into personalised speech (while preserving

vocal identity and accents) in under five

minutes. So far, 10 children have spoken for

the first time – improving social interaction,

reducing frustration and promoting inclusion

–withplans to scale across India.

Google Arts & Culture

Forest Listeners App

x COP30

Developed in collaboration with Google Arts

& Culture, Google DeepMind and WildMon,

the app utilises AI to pre-group thousands of

rainforest audio recordings, inviting people

to identify animal calls in Brazil’s Amazon

and Atlantic Forests. Interactions train AI

models, supporting biodiversity monitoring

and rainforest restoration. Weworked on the

concept, through prototype, to final launch,

includingUX/UI design, the WebGL digital

forest and interactive quizzes.

Our Responsibility to the World: Sustainable work continued

Read more here Read more here

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Our Responsibility to the World: Sustainable workspaces

Sustainable workspaces and global

GHGfootprint

This section details our operational environmental impact,

specifically the footprint of our physical facilities, global

travel and the services we consume. We are committed

to the Paris Agreement and The Climate Pledge, with a

clear trajectory towards net zero by 2040 driven by our

SBTi-validated targets.

Using our 2022 baseline as a benchmark, our reduction

strategy focuses on three critical levers:

• Renewable energy and green offices: We prioritise energy

efficiency and the transition to fossil-fuel-free heating

to minimise our dependence on fossil fuels across our

globaloperations.

• Smarter business travel: Business travel remains

essential for collaboration, clientdelivery and rapid

capability transfer in a fast-evolving, AI-driven industry.

Our focus is on improving travel efficiency through

smarter deployment of regionally embedded expertise,

clearer decision frameworks, better data capture and

theprioritisation ofhigh-impact journeys.

• Supply chain decarbonisation: Scope 3 emissions remain

our most significant reporting challenge due to limited

upstream visibility. We aim to drive greater transparency

by formally requesting CO₂ reporting of our largest IT

suppliers and integrating their emissions data into our

reporting framework.

Results

Our objective remains net zero by 2040. Since our 2022

base year, we have delivered a substantial reduction

in our carbon footprint. Scope 1 emissions declined

from 3,611 tCO₂e to 1,152 tCO₂e, while global Scope

2 emissions (market-based) decreased to 855 tCO₂e.

Scope3 emissions also fell significantly compared with

our baseline, declining 27.4% from 27,520 tCO₂e in 2022

to 19,989 tCO₂e in 2025. These reductions largely reflect

the consolidation of legacy offices and the continued

optimisation of our operational footprint.

Short-term data shows a clear tension: despite a strong

2022–2025 performance profile, total global emissions

rose 8.8% year on year. This increase, driven by employee

commuting and the compute demands of our AI strategy,

indicates our decarbonisation progress needs a slight

course correction, having deviated from a steady path to

net zero by 2040. To that end, we will conduct a data-driven

reassessment of our emissions with the understanding

cope 1

cope 2

cope 3

cope

, 2 & 3

0 20 40 60 80 100

42%

(2030)

21.1%

68.1%

42%

(2030)

90%

(2040)

31.7%

27.4%

25%

(2030)

Progress against targets

Target

Achieved 2022–2025

Renewable

electricity

100%

(2040)

43.4%

that our commercial growth in AI and expanded global

client engagement do not absolve us of our long-term

climate mandates. Please read more on pages 39 to 40

forfurtherbreakdown.

Scope 1 emissions decreased by 10.9% across all

categories. In 2025 we closed offices known for high

gas consumption and refrigerant leaks, and consolidated

several offices into energy-efficient locations. Emissions

from natural gas consumption declined significantly by

50.0%. While refrigerant leaks decreased by 5.6% year

on year, it remains our most significant Scope 1 challenge

at 1,045 tCO₂e and an area of focus for our global

facilitiesteams.

In the UK, our Scope 1 emissions remained broadly stable

at144 tCO₂e, reflecting minimal change in gas consumption

and refrigerant-related emissions across the portfolio.

Scope 2 emissions (market-based) decreased by 14.9%.

The primary factor was the significant reduction in

purchased electricity (market-based), which decreased

by18.2%

Our purchased green electricity posted a modest

increase of 130bps. The percentage of offices utilising

renewable energy remains relatively stable. Our overall

electricity consumption dropped by 6.6% while the share

of renewable electricity increased slightly from 42.1%

to 43.4%. The 112.0% increase in reported heating

consumption represents a gain in data fidelity rather than

an operational shift.

In the UK, our Scope 2 emissions have been affected by

our Return to Office (RTO) policy, resulting in higher office

utilisation, leading to a critical increase in electricity usage

in one of the London offices. This significantly impacted

total UK emissions.

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Scope 3 emissions increased by 11.5% and represent a

major contribution to our 2025 GHG footprint in 2025.

Theincrease was primarily driven by higher emissions from

purchased goods and services, fuel- and energy-related

activities and employee commuting. Purchased goods

and services rose 9.5% year on year, reflecting changes

in procurement mix and greater use of compute-intensive

digital infrastructure and cloud-based services that

support our technology and AI capabilities. As a digital-first

organisation, emissions across the value chain are our most

complex decarbonisation challenge and demand improved

supplier transparency and category-level visibility.

While we remain resolute in our 2040 net zero mandate,

Scope 3 is our largest operational hurdle. Although

procurement efficiencies in 2025 reduced overall

spend, consumption shifted toward high-emission,

compute-intensive services required for large-scale

AI modelling, increasing our hosting-related emissions

despitelower costs.

Our Responsibility to the World: Sustainable workspaces continued

In 2025, we started looking more granularly into our AI

suppliers. Our assessment revealed that many emerging

AI providers have not yet developed CO₂ disclosures.

Byformally requesting CO₂ reporting from these suppliers

and integrating that requirement into our procurement and

engagement criteria, we can drive greater transparency

and bring them into a reporting ecosystem over time.

Thisapproach both protects our climate risk exposure

and strengthens supplier accountability as these

businessesscale.

We saw a 0.1% drop in absolute business travel emissions

but an increase in emissions per employee. Higher-than-

expected in-person engagement in high-growth markets

drove much of the rise. Air travel fell year on year, while

land travel nearly doubled, indicating our ‘air only when

necessary’ approach is having an effect as we shift to

lower-carbon travel.

Employee commuting emissions increased significantly,

rising 226.6% year on year, primarily due to the

implementation of our RTO policy across several locations.

Physical collaboration remains an important component

of our operating model, particularly in creative and

technology-driven environments. However, we recognise

the additional emissions pressure created by increased

commuting activity. It is also important to note that the

response rate to the 2025 employee commuting survey was

21%, compared with more than 40% in the previous year.

The lower response rate required greater extrapolation in

the calculation methodology and may partially contribute to

the scale of the reported increase.

Methodology, collection of data and reporting

Our greenhouse gas reporting follows the GHG Protocol

Corporate Standard and, for the UK, meets SECR

requirements. We use an Operational Control approach

for the organisational boundary and report global GHG

emissions against a 2022 base year to enable multi-year

performance tracking. UK emissions disclosures are

presented year on year to align with UK regulatory

requirements. Carbon intensity is reported as tCO₂e per

employee (total global headcount, excluding contractors

and contingent workers) as our primary intensity metric

toensure comparability across reporting periods.

For Scope 2, we disclose both location-based and market-

based emissions to reflect grid-average factors and the

effects of renewable electricity procurement. Energy

consumption data is prioritised using a hierarchy. Primary

utility data from meters or landlord invoices is used where

available. In co-working or serviced-office locations with

no actual data, we estimate using historical records or

average consumption factors adjusted for headcount and

occupancy. UK scope 1 and 2 energy data are 100% based

on actual utility information. Emission factors are taken

primarily from the UK Government DEFRA 2024 dataset

and supplemented where needed by the latest IEA datasets

for international electricity factors.

Scope 3 reporting follows the GHG Protocol Corporate

Value Chain (Scope 3) Standard. A comprehensive

screening of all 15 categories conducted in 2024 identified

six material categories for our digital, talent-led business

model: purchased goods and services (including high-

intensity AI/cloud hosting), capital goods, fuel- and

energy-related activities (FERA), waste, business travel and

employee commuting. These categories were unchanged

in 2025, as our reporting boundary remained relatively

consistent. The remaining Scope 3 categories, including

upstream transportation and distribution, downstream

transportation and distribution, processing of sold products,

use of sold products, end-of-life treatment of sold products,

leased assets, franchises and investments, havebeen

assessed and are currently considered not material based

on their limited relevance to the Group’s operations and

overall emissions profile.

Scope 3 breakdown

Purchased goods

and services

Fuel and energy

-related activities

Waste generated

in operations

Business travel

(land and air)

4,730

Employee

commuting

2,342

Capital goods

503

11,955

4,730

2,342

503

375

11,955

375

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Our Responsibility to the World: Sustainable workspaces continued

Emissions profile: Global and UK, 2022 to 2025

Global UK

2025 2024 2023

Base year

2022

% change

2025/2024 2025 2024

% change

2025/2024

Employees 6,345 7,16 6 7,707 8,891 (11.5%) 245 304 (19.4%)

Total tCO

e (market-based) 21,996 20,221 25,654 32,215 8.8% 1,442 1,235 16.8%

Carbon intensity tCO

e per employee 3.5 2.8 3.3 3.6 25.0% 5.9 4.1 43.9%

Streamlined energy and carbon reporting (SECR): Global and UK operations, 2025 vs 2024

Global gas

consumption 2025

Global gas

consumption 2024

Global gas

consumption %

change 2025/2024

UK gas consumption

2025

UK gas consumption

2024

UK gas consumption

% change 2025/2024

kWh 463,881 916,14 3 (49.4%) 11,3 87 13,043 (12.7%)

kgCO

e 84,16 0 167,8 5 5 (49.9%) 2,110 2,390 (11.7%)

kWh/Employee 73 128 (43.0%) 47 43 9.3%

kgCO

e/Employee 13 23 (43.5%) 9 8 12.5%



Global electricity

consumption 2025

Global electricity

consumption 2024

Global electricity

consumption %

change 2025/2024

UK electricity

consumption 2025

UK electricity

consumption 2024

UK electricity

consumption %

change 2025/2024

kWh 3,653,615 3,911,480 (6.6%) 47,0 6 3 24,444 92.5%

kgCO

e 802,213 980,029 (18.1%) 11,800 1,934 510.1%

kWh/Employee 576 546 5.5% 192 80 140.0%

kgCO

e/Employee 126 137 (8.0%) 48 6 700.0%

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Our Responsibility to the World: Sustainable workspaces continued

Emissions breakdown by scope: Global and UK, 2022 to 2025

Global tCO

e UK tCO

2025 2024 2023

Base year

2022

% change

2025/2024 2025 2024

% change

2025/2024

Scope 1

Natural gas – stationary combustion 84 168 376 1,682 (50.0%) 2 2 –

Company leased cars – mobile combustion 23 18 45 89 27.8% – – –

Refrigerant leakages – fugitive emissions 1,045 1,107 2,343 1,840 (5.6%) 142 142 –

Total Scope 1 1,152 1,293 2,764 3,611 (10.9%) 144 144 0



Scope 2  

Purchased heat and steam

53 25 22 34 112 .0%  – – –

Purchased electricity – Grey (market-based) 802 980 922 1,050 (18.2%) 12 2 500.0%

Purchased electricity – Grey (location-based) 1,143 1,295 1,538 N/A (11.7%) 8 5 60.0%

Green electricity (% of total) 43.4% 42.1% 45.0% 57.0% 130 bps 40.4% 79.6% (3,920 bps)

Total Scope 2 (market-based) 855 1,005 944 1,084 (14.9%) 12 2 500.0%

Total Scope 2 (location-based) 1,19 6 1,320 1,560 N/A (9.4%) 8 5 60.0%

 

Total Scope 1 & 2 (market-based) 2,007 2,298 3,708 4,695 (12.7%) 156 146 6.8%

Total Scope 1 & 2 (location-based) 2,348 2,613 4,324 N/A (10.1%) 152 149 2.0%

 

Scope 3  

Purchased goods and services

11,955 10,918 13,987 15,881 9.5% 461 463 (0.4%)

Capital goods 503 1,117 1,359 4,200 (55.0%) 19 47 (59.6%)

Fuel and energy-related activities 375 299 567 1,056 25.4% 4 1 300.0%

Waste generated in operations 84 139 93 342 (39.6%) 2 3 (33.3%)

Business travel (land and air) 4,730 4,733 5,169 2,747 (0.1%) 764 549 39.2%

Employee commuting 2,342 717 771 3,294 226.6% 36 26 38.5%

Total Scope 3 19,989 17,92 3 21,946 27, 520 11.5% 1,286 1,089 18 .1%

Total GHG emissions (market-based) 21,996 20,221 25,654 32,215 8.8% 1,442 1,235 16.8%

Total GHG emissions (location-based) 22,337 20,536 26,270 N/A 8.8% 1,439 1,238 16.2%

Note:

1. Purchased goods and services includes water usage. Global tCO₂e for 2025 is 5.29 (2024: 4.00) and UK tCO₂e for 2025 is 0.06 (2024: 0.02).

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Our Responsibility to the World: Sustainable workspaces continued

Clothes swap

in Amsterdam

and Hilversum

Swap. Shine. Repeat. Our clothing

swap initiative is giving used clothes

a second life and our Monks a fun

wayto reduce waste!

Delivering Joy

in Bogotá

Through our Joy Loops initiative, our team in

Bogotá came together to collect and wrap

toys for children in underserved communities.

What started as a simple idea became a shared

moment of care, connection and collective effort

for the communities that continue to inspire us.

Disposing of

electronics responsibly

Our offices in Brazil partner with local organisations

to dispose of electronics responsibly in cities

where waste management from the government

doesn’t exist. São Carlos and Votorantim offices

partner with local NGO Ecobraz Emigre and

SãoPaulo teamed up with Ingram Micro to

managetheprocess.

Pollinating the

urban landscape

Our building management in New

York partnered with urban beekeeping

company Alvéole to install and maintain

a honeybee hive on the roof, helping

to pollinate the urban landscape, while

educating tenants on the important role

honeybees play in our ecosystem.

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“Our vision of the future is one

where excellence and inclusivity aren’t

competing priorities, they’re inseparable.

We’ve worked to democratize access to

cutting-edge skills training and empower

local teams to drive change in ways that

matter to their communities. Whether

developing the next generation of leaders

or supporting social causes that reflect

our values, we’re focused on building a

workforce that doesn’t

just adapt to change,

but helps shape it”

Claire Elowitt

SVP, Global People

Operations & Talent

People Fulfilment

We accelerated the transformation of our talent

model to align with our AI-first strategy, redefining

workstreams, roles and core competencies to lead in a

technology-led era. By integrating AI-driven efficiencies

across our unitary structure, we transitioned away

from legacy, manual-intensive roles towards a leaner,

higher-impactorganisation.

While this structural refinement resulted in a reduction of

headcount within legacy operational areas, it has moved

us beyond traditional agency models towards a high-agility

environment where inclusive excellence is powered by

AI-literacy and cognitive diversity. By democratising access

to advanced training, we have empowered our Monks to

evolve their mindset and capabilities, ensuring our talent

pool remains as transformative and efficient as the digital

solutions we deliver to our clients.

Our representation

Our inclusive talent strategy ensures our leadership ranks

mirror the global markets we disrupt. We continue to

see steady, sustainable growth in the representation of

women across the Group. In 2025, women’s representation

within management increased by one percentage point,

bringing the global total to 47.6% of all managers –

reflecting our ongoing commitment to building a strong,

high-performance talent pipeline. Our representation

Our people progress 2025 vs 2024

Total

2025

Women

2025

Men

2025

Undeclared

2025

Total

2024

Women

2024

Men

2024

Undeclared

2024

Employees 6,345 47. 8% 45.3% 6.9% 7,16 6  48.6% 47.7% 3.7%

Part time 1.2% 1.7%   

Full time 98.8%    98.3%   

Permanent contract 95.4%    95.2%   

Temporary contract 4.6%    4.8%   

% of turnover per total

employees by gender

38.1% 46.9% 46.8% 6.3% 28.3% 46.6% 47.3% 6.1%

Covered by collective

bargain agreement

35.7% 30.3%   

Absenteeism in the

Netherlands

2.3% 3.5%   

Women 47.8

Men 45.3

Undeclared 6.9

Women

Men

Undeclared

Gender balance of global workforce 2025

of women to men remained consistent year on year and

aligned with the industry despite structural shifts in our

global workforce. While slight declines were reported in

thepercentages of both women (47.8%) and men (45.3%),

it is feasible that it is partly due to the proportion of Monks

reporting as ‘undeclared’ nearly doubling year on year.

People Fulfilment

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This shift reflects a growing emphasis on employee data

privacy and personal choice across our 33 countries of

operation. For our Board representation, see page 76.

While our executive cohort remains lean at approximately

5% of our total workforce, women represent 36.9%

of leadership roles, matching 2024 levels. While our

ambition was to grow this figure year on year, sustaining

representation through a period of ongoing structural

change and industry headwinds demonstrates real

resilience and reinforces our commitment to achieving

gender parity in leadership.

Tracking race and ethnicity across a global company

is complicated as laws, cultural norms and privacy

rules differ by country. Because US laws permit and for

large companies like ours mandate, data collection and

reporting on employee ethnicity, the Group has historically

monitored ethnicity and race data of our US employees

to assess representation and identify under-represented

groups. Racial and ethnic demographics remained broadly

consistent year on year, underscoring continuity in our

BIPOC representation of 36.0% across our US workforce.

Reinforcing our commitment to promoting a diverse

workplace and industry, in 2021 the Group launched the

Fellowship, a fully paid, two-year rotational programme

that helps build a diverse leadership pipeline and amplifies

under-represented voices. Targeting outstanding,

early-career graduates – originally from HBCUs and

expanding in 2024 to other Minority-Serving Institutions

– the fellowship was created to provide an immersive,

hands-on experience across diverse teams.

As we refine our unitary reporting systems, we are focused

on building a diverse, high-performance talent pool through

regionally informed strategies aligned with local market

needs. These programmes invest in scalable, market-

relevant pipelines that support a strong workforce across

our global footprint.

Executive

Men

60.6%

Women

36.9%

Undeclared

2.5%

2025 2024

Management

Men

49.2%

50.9%

Women

47.6%

46.6%

Undeclared

3.2%

2.5%

Other positions

Men

43.0%

43.4%

Women

48.7%

52.3%

Undeclared

8.3%

4.3%

Internship

Men

37.3%

19.7%

Women

45.6%

36.8%

Undeclared

17.1%

43.5%

Gender balance of workforce by role 2025

Overall US ethnicity, 2025

Native American

or First Nations

I do not wish

to answer

Black or African

American

Hispanic or Latino

9.5%

Two or more Races

6.1%

White

57.7%

Native Hawaiian

or Other Pacific

Islander

0.4%

Asian

14.8%

9.5%

57.7%

14.8%

5.0%

6.1%

0.4%

6.3%

0.2%

6.3%

5.0%

People Fulfilment continued

2025 2024

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Employee-led community groups are a vital component

of Monks’ diversity and inclusion strategy, designed and

managed locally to provide support, connection and

networking opportunities for individuals with shared

identities and interests. Regional leadership is encouraged

to cultivate specific programming relevant to their local

composition, such as the Rise Her/They regional diversity

and inclusion initiative in Mexico. And to ensure we are

fostering a workplace where everyone is respected and

valued, all Monks employees participate in formal culture

and inclusion training.

Our People organisation leverages the CultureAmp

platform to gather insights, foster engagement and collect

and analyse employee feedback. Global assessments

– including onboarding surveys that measure the

effectiveness of hiring, training and integration, and exit

surveys that gather actionable feedback on reasons for

leaving, company culture and management – aim to improve

retention and reduce turnover. Regional engagement

surveys gather insights on how employees feel about their

roles, teams, leadership and the overall work environment.

Local HR teams are important stakeholders and drivers of

the post-survey data analysis and operate in partnership

with leadership to share results with employees and launch

strategies for improvement. In our rapidly evolving industry,

where the ‘new normal’ is still taking shape, our strategy

is clear: establish a strong global direction, while granting

local teams the autonomy to adapt quickly and maintain

alignment with that core vision.

People Fulfilment continued

“I see ESG not as a framework we

comply with, but as a culture we design.

The ‘S’ and the ‘G’ live in our people’s

everyday experiences in who gets

opportunities, how leaders are held

accountable, and how safe and

empoweredourteams feel to speak

up and innovate.Whenwe embed

equity in our talent systems,align

incentives tolong-term impact,

and equip our workforce with the

skills to lead through change, we

don’t just advance ESG metrics,

we future-proof ourorganisation.

Sustainable performance is

ultimately human performance”

Debra Stroff

Chief People Officer

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Professional development

As emerging technologies reshape our work and our lives,

professional development helps strengthen our people.

Monks take a holistic approach, delivering training that

builds practical skills, boosts confidence and fosters

adaptability. Our programmes provide hands-on learning

and mentoring, plus access to senior leadership, so our

people can develop the judgment and resilience to navigate

disruption, seize new opportunities and thrive in change.

Democratising culture

Globally, our Monks communities actively

champion women’s voices and drive culturally

attuned change. Key initiatives include the

six-month Aurora programme (Brazil Monks),

based on global S

Women in Leadership goals

but customised for LATAM; Womxn in Tech

(APAC), which addresses gendered challenges

in Asia; and SheConnects (NAMER), which

offers strategic networking and professional

growthworkshops.

Women in

Leadership Program

In its fifth year, the S

Women in Leadership

Program brought 30 women from Monks and

Capital to the UC Berkeley Haas School

of Business for an immersive leadership

development experience. Guided by

Monks and industry leaders, the curriculum

helped participants explore leadership

DNA, honenegotiation and financial skills,

andlearn how to build effective teams.

People Fulfilment continued

Investing in

future leaders

We believe that leadership isn’t just about

titles – it’s about how one thinks, navigates

challenges and creates meaningful change.

Monks’ Flagship Leadership Program

strengthens the way our senior leaders

lead by emphasising core and innovative

business concepts using a case study

approach modelled after top business

schools. In 2025, the programme cohort

included 194 Monks leaders.

School of AI

We aim to empower every Monk

with the fundamental AI knowledge

required to influence decision

making, boost creativity and ensure

competitiveness. School ofAI

training caters to all proficiency

levels, providing accessible,

snackable content to build subject

matter expertise to offer a base level

of holistic AI knowledge as well as

in-depth knowledge of emerging

tools and technologies.

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Donating our skills forimpact

In partnership with Netherlands-based De Nieuwe Gevers

(the New Givers), a platform that connects professionals with

purpose-driven projects, we offered Monks up to three workdays

to devote their professional skills to causes that speak to them.

Monk designers, writers, marketers, developers – and everything

in between – leveraged their skills to help make a difference.

Helping those in need

stay warm

To strengthen community care and social

responsibility, our São Carlos, Sorocaba and São

Paulo offices collected winter clothing for people

in vulnerable situations. In São Paulo, we worked in

partnership with Gerando Falcões, while in our other

offices, donations were sent to the Helena Dorfeld

Elderly Home and other partner NGOs.

Community action

Empowering local teams to take action promotes

inclusivity and ensures our cultural story remains

diverse, representative and relevant – even as the world

continuallychanges. Through local action and the collective

commitment rooted in our DNA, these community projects

strengthen a rich, inclusive culture, enabling us to create

meaningful impact, while reinforcing the values that bind

ustogether globally.

People Fulfilment continued

CleansDay 2025

What started with co-founder Victor Knaap’s LinkedIn

post on Amsterdam’s waste, CleansDay 2025 became

the city’s largest community clean-up, mobilising

over 30,000 residents, businesses, students and

entrepreneurs to celebrate its 750th anniversary.

This movement highlights

the massive impact of

collective small actions.

Many thanks to our teams

and partners, including

The Social Hub (B Corp™)

and B Lab.

Supporting women

entrepreneurs

Rise & Thrive, a Singapore charity,

empowers women entrepreneurs (Risers)

to grow home-based businesses,

strengthening household income and

fostering financial independence.

Annually, Monks host an event to

celebrate the programme’s dedicated

volunteers and engage the community

supporting these women.

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Capital plc Annual Report and Accounts 2025 46

Since S

Capital’s founding, more

than 30 content, data and digital

media, and technology companies

have been integrated into a single

operating model that combines

thefoundational knowledge of

ourlegacy teams with a clear,

forward-looking vision under One

Brand: Monks. ESG underpins our

entire organisation and is embedded

across functions, with governance

acting as the enforcement

mechanism for our values, ensuring

consistency across the business.

Monks’ One Brand is built on shared

values, global policies and aligned

operating standards, defining how

we engage our clients, our people

and other stakeholders, while

providing clear direction for the

future of the industry.

One Brand

Unitary structure

Designed to simplify the organisational structure, clarify

mandates and foster greater collaboration under the single

Monks brand, the organisation is built around two practices

– Marketing Services and Technology Services – that

operate in synergy and go-to-market together.

Go-To-Market

Our flagship offering, Monks.Flow, unifies fragmented

marketing functions into one automated, modular

ecosystem, combining customisable apps and proprietary

AI with expert oversight to preserve creativity and strategic

alignment. Our integrated Go-To-Market propositions

– Orchestration Partner, Real-Time Brands, Media

Acceleration Partner and Digital Transformation – amplify

our shared identity and impact. To ensure all of our Monks

are rowing in the same direction, we maintain a centralised

knowledge base and repository for all sales materials

and institutional knowledge. This single-interface sales

enablement hub, Storefront 2.0, equips teams with the

resources needed to sell work more profitably and make

informed decisions. In2025, two major brand moments

brought our team together on the global centre stage: CES

in Las Vegas – the annual global tech trade show – and

the Cannes Lions Festival of Creativity, the world’s largest

annual gathering for advertising, creative communications

and marketing.

Universal tools and training

Across the Monks organisation we work as one. Employees

leverage integrated applications and tools – like Gemini,

Google Flow, Workday and Salesforce, for example – and

take part in training to equip them with a foundational

understanding of AI and ensure that everyone can

contribute to our AI-driven strategies. Company-wide

training initiatives such as our School of AI and the

15Minutes of Now series, as well as AI Power Hour and

#ai-collective make AI knowledge accessible across

teamsto embed innovation into our culture.

Global People framework

The People organisation operates through a global People

Fulfilment model that builds a decentralised workforce,

intentionally embracing diverse perspectives, skills and

experiences across regions. Governed by a central

framework, it embeds global best practices while allowing

local teams to adapt policies and programmes to regional

needs. This approach ensures consistent standards in

recruitment, development and wellbeing, yet preserves

cultural nuance and agility. By combining global oversight

with local empowerment, we are creating a resilient talent

ecosystem that supports career growth, inclusion and

business priorities worldwide. Read more about our People

Fulfilment model on pages 42 to 46.

One Brand

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 47

Task Force on Climate-related Financial Disclosures Report

Overview/Executive summary

The Group remains committed to understanding and

managing climate change as a potential driver of physical

and transition-related risks, while strengthening the

resilience of its business model. As a digital, asset-light

organisation, S

Capital’s exposure to climate-related

risks is primarily indirect and linked to its people, offices,

digital infrastructure, value chain dependencies and

client-facing activities, rather than to physical production

assets. During2025, the Group continued to embed

climate-related considerations into its ERM, strategic

planning and performance monitoring processes.

Climatechange was confirmed as a material environmental

topic through the materiality assessment. For the

purposes of this TCFD disclosure, climate-related risks

and opportunities are assessed through a dedicated

climate-risk lens, focused on business resilience and

financialrelevance.

The Group is currently not in scope of the Corporate

Sustainability Reporting Directive (CSRD) for the 2025

reporting period, considering the applicable thresholds,

listing criteria and latest regulatory developments,

includingthe EU Omnibus simplification package.

Nevertheless, the Group continuously monitors evolving

global sustainability reporting regulations and frameworks,

and is strengthening its disclosures and practices in line

with emerging best practices and regulatory expectations

where appropriate.

Governance

The Board of Directors retains ultimate oversight of

climate-related risks and opportunities, supported by the

Audit and Risk Committee and the Executive Committee.

Climate-related matters are integrated into existing

governance and risk management structures. Day-to-day

coordination is supported by the ESG Steering Committee

and ESG Core Team, which monitor climate-related risks,

performance and disclosures, and escalate relevant matters

through established governance channels.

Strategy

Climate-related risks and opportunities are considered

as part of the Group’s strategic planning and decision

making processes. Scenario analysis is used to assess the

resilience of the business under different climate pathways.

Given the Group’s digital-first, asset-light operating

model and operational flexibility, climate-related risks and

opportunities are not expected to materially disrupt revenue

or operating performance under the scenarios assessed.

Climate insights are used to inform considerations around

operational resilience, low-carbon delivery models and

sustainable client solutions.

Risk management

Climate-related risks and opportunities are identified,

assessed and managed through the Group’s ERM

framework, using consistent approaches to likelihood,

impact and materiality. Physical climate risks are assessed

using external geospatial modelling tools, including Munich

Re’s Location Risk Intelligence platform, drawingon

IPCC climate scenarios across multiple time horizons.

Transition risks are assessed at Group level, with a focus

on regulatory, market, technology and reputational drivers.

Overall, residual climate-related financial risk is currently

assessed as limited.

Metrics and targets

Capital’s climate approach is anchored in science-based

emissions reduction targets validated by the Science Based

Targets initiative (SBTi) in 2024 and aligned with a 1.5°C

pathway. These targets remain unchanged.

2025 progress

• Absolute Scope 1 and 2 greenhouse gas emissions

decreased by approximately 57.3% compared to the

2022 base year (target: 42% reduction by 2030),

driven by office consolidations, reduced gas use,

refrigerant improvements and further electrification of

thevehiclefleet.

• Absolute Scope 3 greenhouse gas emissions decreased

by approximately 27.4% compared to the 2022 base year

(target: 25% reduction by 2030), supported by reduced

hosting usage, refined business travel policies, improved

supplier data quality and lower commutingemissions.

• Total absolute Scope 1, 2 and 3 emissions continued

todecline relative to the base year, supporting progress

towards the long-term target of a 90% reduction

by2040.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 48

Task Force on Climate-related Financial Disclosures Report continued

Compliance with UK Listing Rules

The Board has noted the requirement for mandatory

climate-related disclosures arising from the Companies

(Strategic Report) (Climate-related Financial Disclosure)

Regulations 2022, amending sections 414C, 414CA and

414CB of the Companies Act 2006, in addition to Listing

Rule LR 6.6.6R. Accordingly, S

Capital has provided

climate-related disclosures in this Annual Report in line with

the recommendations of the Task Force on Climate-related

Financial Disclosures (TCFD) and designed to meet the

applicable requirements of the Companies Act 2006.

While there is a high degree of alignment between

the TCFD framework and the Companies Act climate-

related financial disclosure requirements, the Group has

considered the specific regulatory requirements separately

to ensure appropriate coverage and compliance.

We set out below our compliance with climate-

related financial disclosures in line with the TCFD

recommendations and recommended disclosures,

asdetailed in the Recommendations of the Task

Force on Climate-related Financial Disclosures

(2017), withconsideration of the additional guidance

in Implementing the Recommendations of the Task

Force on Climate-related Financial Disclosures (2021).

Thesedisclosures are presented throughout this section

of the Annual Report. The Group continues to monitor

developments related to the UK’s transition towards

ISSB-aligned sustainabilitydisclosures.

Pillars Recommended disclosures

Companies Act

CFD reference Page

Governance

Disclose the organisation’s governance

around climate-related risks

andopportunities

a) Board oversight of climate-related risks

andopportunities

414C(2)(b) 50 to 51

b) Management’s role in assessing and managing

climate-related risks and opportunities

414C(2)(b) 50 to 51

Strategy

Disclose the actual and potential

impacts of climate-related risks

andopportunities

a) Climate-related risks and opportunities identified

over short, medium, long term

414CZA(a) 52 to 54

b) Impact on business, strategy and financial planning 414CZA(b) 52 to 54

c) Resilience of strategy under different

climatescenarios

414CZA(c) 52 to 54

Risk management

Disclose how the organisation

identifies, assesses and manages

climate-relatedrisks

a) Processes for identifying and assessing risks 414C(2)(b) 55 to 58

b) Processes for managing risks 414C(2)(b) 55 to 58

c) Integration into overall risk management 414C(2)(b) 55 to 58

Metrics and targets

Disclose the metrics and targets used

to assess and manage climate-related

risks and opportunities

a) Metrics used to assess risks and opportunities 414CA(a) 59

b) Scope 1, Scope 2 and (if appropriate)

Scope3emissions

414CA(b) 59

c) Targets and performance against targets 414CA(c) 59

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Task Force on Climate-related Financial Disclosures Report continued

Governance

Governance overview (why and how)

Climate governance at S

Capital is designed to

embed climate-related considerations into existing risk

management, decision-making and operational processes,

rather than treating climate as a standalone governance

agenda. This approach reflects the Group’s digital,

asset-light operating model and supports proportionate

oversight aligned with business opportunities.

Climate-related matters are addressed through established

governance and risk processes, enabling consistent

identification, assessment and monitoring of climate-related

risks and opportunities alongside other enterprise risks.

Thisintegrated approach supports alignment between

climate considerations, business continuity, service delivery

and financial resilience. The governance framework

emphasises clear accountability, effective escalation and

decision-useful information flows, supporting the translation

of climate ambition into execution across the organisation.

Further detail on governance structure and the allocation

of roles and responsibilities for climate-related risks and

opportunities is set out on the followingpages.

Governance structure (who and flow)

The diagram illustrates how climate-related oversight,

information sharing and escalation are embedded within

the Group’s existing governance structure. In line with the

governance framework outlined in the TCFD section, our

approach remains iterative and adaptive, reflecting the

evolving regulatory and stakeholder landscape. In2025,

weevolved from a dedicated CSRD-focused group to

a broader ESG group, recognising that sustainability

oversight extends beyond regulatory compliance and

requires integrated, cross-functional ownership. Thisshift

creates a more agile structure, enabling coordinated

oversight of climate and ESG priorities, while driving

continuous improvement, tracking progress and aligning

decisions with long-term sustainability goals.

Capital’s climate governance

Chairman

Board of Directors

CommitteesC-Suite

Chief Risk Officer

(CRO)

Chief Sustainability

Officer (CSO)

ESG Core Team

ESG Working Group

*CSRD Working Group

Executive Committee

(ExCo)

General Counsel

Audit and Risk

Committee (ARC)

Chief Executive Officer

(CEO)

ESG SteerCo

Chief Financial Officer

(CFO)

Information sharing

Reporting line

*CSRD SteerCo

* Both CSRD Working Group and CSRD

SteerCo was in place during part of 2025

and is now integrated into the ESG Working

Group and ESG SteerCo respectively.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Task Force on Climate-related Financial Disclosures Report continued

Governance continued

Roles and responsibilities (what)

Governance body Roles and responsibilities (for climate-related risks and opportunities) Reporting line/Meeting frequency

Chairman • Provides leadership and supports discussion of climate-related matters within the Board’s broader oversight

• Supports alignment between the Board, Executive Committee and senior management on climate-related topics

• Engages with shareholders and stakeholders on ESG-related matters as part of broader responsibilities

• Reports to shareowners and works

closely with the Board

• Attends ESG-related forums biannually

Board

of Directors

• Oversees climate-related risks and opportunities as part of the Group’s governance and risk oversight duties

• Updated on climate-related matters, progress and emerging risks via established governance and reporting channels

• Considers climate-related topics relevant to long-term value creation, business resilience and risk oversight

• Reports to shareowners via

ESGdisclosures

• Meets biannually on climate topics

CEO • Provides executive leadership and supports integration of climate-related considerations into business decisions

• Updated on climate-related risks, opportunities and performance through senior management and governance forums

• Reports to the Board

• Monthly reviews

CFO • Supports integration of climate-related considerations into financial planning and financial risk processes

• Oversees the consistency and integrity of climate-related data used in external disclosures, in coordination with

relevant teams

• Reports to CEO/Board (ARC)

• Quarterly updates

CSO (Global Head

ofESG)

• Coordinates the Group’s climate-related activities, reporting and disclosures across business units

• Oversees preparation of climate-related reporting outputs, supporting consistency and data quality

• Supports climate-related risk assessment, scenario analysis and target tracking processes with relevant functions

• Reports to Board/CGO/ExCo/ARC

• Quarterly and biannual reviews

ARC • Oversees how climate-related risks are considered within the Group’s ERM framework

• Reviews climate-related risk assessment processes, including physical and transition risk analysis

• Supports oversight of climate-related disclosures as part of broader risk and compliance processes

• Reports to the Board

• Quarterly meetings

Remuneration

Committee

• Considers ESG metrics as part of executive remuneration, in line with the Group’s remuneration framework • Reports to the Board

• Annual review

ExCo • Considers climate-related insights as part of business planning, operational priorities and resource discussions

• Receives updates on climate-related risks, opportunities and performance

• Reports to Chairman/Board

• Weekly meetings

ESG SteerCo • Provides cross-functional coordination on climate-related risks, performance and reporting

• Reviews climate-related inputs prior to external reporting submissions

• Supports alignment across Finance, HR, Operations, Legal and Real Estate on climate-related topics

• Reports to ExCo and ARC

• Biannual meetings

*CSRD SteerCo • Was responsible for overseeing the implementation of CSRD-related processes, data structures and reporting

timelines during part of 2025

• Reports to ExCo and ARC

• Quarterly meetings

ESG Core Team • Coordinates ESG and climate data collection across business units

• Drafts inputs and disclosures for climate-related reporting, ensuring data quality and documentation

• Collaborates with the ESG related workstreams, working groups

• Reports to Global Head of ESG/

ESGSteerCo

• Weekly meetings

Note: Responsibilities described above are intended to support oversight, coordination and reporting for climate-related risks and opportunities, and do not imply standalone ownership of climate strategy, targetsor

transition planning.

* The CSRD SteerCo was in place during part of 2025 and is now integrated into the ESG SteerCo

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Task Force on Climate-related Financial Disclosures Report continued

Climate strategy

Climate strategy overview: value chain lens

andwhy itmatters

Capital’s climate strategy is grounded in how the

Group creates value and where climate-related risks and

opportunities arise across its value chain. As a predominantly

digital, asset-light organisation, climate-related

exposures are concentrated in people, workplaces,

digitalinfrastructure, suppliers and client-facing delivery,

rather than physical manufacturing assets. Viewing

the business through this value chain lens supports

a proportionate and decision-useful assessment of

climate-related risks and opportunities, reflecting

the nature of the Group’s operating model. A detailed

description of the Group’s value chain is provided in the

ESG Report within the TCFD disclosure, the value chain

isreferenced to explain how climate considerations inform

strategy, risk identification and decision making.

Why climate matters

Climate change presents both risks and opportunities for

Capital. Transition-related drivers, such as regulatory

developments, client expectations, market dynamics and

technological change are generally more relevant to the

Group’s business model than direct physical impacts,

reflecting the flexibility and geographic diversity of our

digital delivery model.

Physical climate risks, including extreme weather events,

areassessed primarily from a business continuity and service

delivery perspective. These risks are evaluated within

the Group’s established ERM processes, alongside other

operational and strategic risks. Overall, the Group’s approach

focuses on ensuring that climate-related insights remain

Read more in our

Monks ESG Report

proportionate, decision-useful and aligned with the resilience

characteristics of its operating model, rather than positioning

climate change as a standalone or overriding strategic risk.

Our climate journey and ambition

Capital’s climate journey has developed progressively

over recent years, moving from initial disclosure and

transparency towards a more structured and integrated

approach to climate governance, risk management

anddelivery.

Early sustainability disclosures established climate change

as a relevant consideration for the Group and created the

foundation for more consistent emissions measurement

and reporting. Building on this groundwork, S

Capital

formalised its climate ambition through the adoption of

a net zero by 2040 commitment and the subsequent

validation of science-based emissions reduction targets by

the SBTi, aligned with a 1.5°C pathway, baseline 2022. As

the Group’s climate ambition became more clearly defined,

attention shifted towards strengthening the systems and

processes required to support delivery. This included

enhancements to emissions data quality, completion of a

materiality assessment and the establishment of clearer

governance and oversight mechanisms for climate-related

performance and disclosures. These steps enabled climate

considerations to be embedded more systematically into

the Group’s ERM and financial planning processes, rather

than being addressed in isolation.

Building on this journey, S

Capital’s climate ambition is

translated into a set of strategic focus areas that guide

action across operations, the value chain, governance

and organisational capability. These focus areas,

setout on the following page, describe how the Group

isprogressing from ambition to action in a manner that is

proportionate, decision-useful and aligned with long-term

businessresilience.

Our approach to scenario analysis

Scenario analysis is used to assess the resilience of

Capital’s strategy and business model under a range

of plausible climate-related physical and transition

pathways. Rather than predicting specific outcomes, it is

applied as a strategic tool to explore how identified risks

and opportunities may evolve over time and to test the

robustness of strategic choices under different future

conditions. This approach supports forward-looking

decision making by informing strategy development,

riskidentification and prioritisation and long-term planning,

while remaining proportionate to the Group’s digital,

asset-light operating model.

Time horizons: Scenario analysis is considered across short

(0–3 years), medium (3–10 years) and long-term (10+ years)

time horizons, reflecting timeframes relevant to managing

the business. These include short-term operational and

budgeting cycles, medium-term strategic planning horizons

and longer-term considerations aligned with the Group’s net

zero ambition. Time horizons are applied based on when

risks need to be managed, rather than solely when potential

impacts may crystallise.

Scenario frameworks used: The Group applies

internationally recognised climate scenarios to inform its

analysis. Transition risks and opportunities are assessed

using scenarios derived from the International Energy

Agency (IEA), while physical climate risks are assessed

using scenarios aligned with Intergovernmental Panel

on Climate Change (IPCC) pathways. Scenario analysis

is considered across short ,medium and long-term

time horizons, reflecting operational planning cycles,

strategic decision-making horizons and the Group’s net

zeroambition.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Task Force on Climate-related Financial Disclosures Report continued

Climate strategy continued

1. Embedding climate into

governanceand risk

• Ensuring climate matters

are systematically

integrated into decision

making, risk management

and Boardoversight

• Climate risks embedded

within the Group’s

ERMframework

• Oversight through the

ESG Steering Committee

and established

governancechannels

• Alignment with relevant

climate disclosure

standards (TCFD, ISSB)

• Regular review of

climate performance and

transitionprogress

2. Decarbonising

our operations

• Leveraging our asset-light

operating model to reduce

direct emissions across

ouroperations

• Improving energy efficiency

across offices and

workspaces

• Transitioning to renewable

electricity where available

• Energy-efficient office

design and fit-outs

• Reduction of business-

related airtravel

• Ongoing optimisation

of office footprint and

utilisation to support

emissions reduction

andcost efficiency

3. Building climate

literacy and culture

• Strengthening

organisational capability

by embedding climate

awareness, accountability

andownership

• ESG and climate training

modulesfor employees

• Inclusion of climate-

related considerations in

performance objectives

• Internal awareness

initiatives (e.g. sustainable

workspaces, sustainable

production, policies)

• Ongoing engagement to

support behavioural change

andsharedaccountability

4. Enabling

low-carbon creativity

• Using creative, data and

technology platforms to

support lower-carbon

outcomes for clients

andcampaigns

• ‘For Good’ policy linking

creative output with

environmental and

socialimpact

• Sustainable production

standards across content

and delivery

• Digital-first delivery models

to minimise production and

travelemissions

• Responsible use of AI

and datathrough global

governanceframeworks

5. Engaging

our value chain

• Addressing Scope 3

emissions with material

stakeholders as value chain

emissions represent the

majority of our material

climatefootprint

• Supplier engagement and

ESG questionnaires

• Preference for vendors with

SBTi-aligned targets or

renewable-energy sourcing

• Integration of climate

and ESG criteria into

procurement decisions

• Progressive improvement

of Scope 3 data quality and

coverage overtime

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Climate strategy continued

Identifying relevant climate hazards: Scenario analysis

is used to identify climate-related physical hazards and

transition drivers that could be relevant to the Group,

takinginto account its global geographic footprint,

asset-light operating model and the nature of its digital

advertising, marketing and technology services.

Relevant hazards include acute and chronic physical

climate impacts that could affect office locations,

employees and service delivery, as well as transition-related

drivers such asregulatory developments, technology,

market expectations, client requirements, reputational

considerations and people-related factors. In the context

of the Group’s people-led business model, particular

attention is given to transition drivers that may influence

organisational capability, skills availability and the

ability to adapt ways of working in response to evolving

climate-related expectations.

Exposure, vulnerability and resilience – strategic

perspective: At a strategic level, the Group considers how

identified climate-related hazards may interact with its

operations, workforce and value chain, taking into account

the flexibility and resilience characteristics of its digital-first

operating model. This includes consideration of geographic

distribution, reliance on people and knowledge-based

delivery and the ability to adapt operations in response

todisruption.

Detailed assessment of exposure, vulnerability, impact and

likelihood is undertaken through the Group’s ERM framework

and is described in the risk management section. Within the

Strategy context, scenario analysis is used to understand

where climate-related risks could become strategically

relevant and how they may influence business continuity,

service delivery and long-term resilience.

From strategy to risk management: Through scenario

analysis, the Group explores how identified physical and

transition risks could evolve over time, scenario analysis

helps the Group assess where climate-related risks

may become material, how they may affect business

continuity and service delivery and when management

action may be required. The outputs of scenario analysis

are used to inform the identification, prioritisation and

management of climate-related risks within the Group’s

existing ERM framework. For each material risk identified,

potentialmitigating actions are considered and assessed

in terms of their ability to enhance business resilience

over relevant time horizons. The resulting material risks,

associated time horizons and mitigation actions are set out

in the risk management section that follows.

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Risk management

Capital integrates climate-related risks and opportunities

into its established ERM framework to ensure that climate

considerations are identified, assessed and managed

alongside other principal business risks. Climate-related

risks are not treated as a standalone risk category. Instead,

they are assessed through targeted climate risk discovery

and scenario analysis exercises and then fed into the

Group’s existing ERM processes, governance structures

and escalation mechanisms. This approach reflects the

Group’s digital, asset-light operating model and ensures

consistency with broader risk management practices.

The identification of climate-related risks is informed by the

preceding scenario analysis and value chain assessment,

which together support a structured understanding

of where and how climate hazards may interact with

the Group’s operations, value chain and business

model. Theseinsights are subsequently translated into

ERM-aligned risk statements and assessed using the same

impact, likelihood and time-horizon considerations applied

to other enterprise risks, enabling for a clear distinction

between inherent (gross) and residual (net) risk positions.

Oversight of climate-related risks is provided through

existing governance forums, including the Audit and Risk

Committee, with ongoing monitoring by management.

Thisintegrated approach ensures that climate-related risks

are managed in a proportionate, decision-useful manner

and remain aligned with strategic priorities, business

resilience and long-term value creation.

Our risk management cycle: S

Capital applies a

structured and iterative risk management cycle to

identify, assess, prioritise and manage climate-related

risks and opportunities in line with its ERM framework.

Climate-related risks are identified through targeted

risk discovery and scenario analysis exercises and then

assessed, prioritised and managed using the same

methodology applied to other enterprise risks. This cycle

ensures that climate-related risks are systematically

assessed based on impact and likelihood, assigned clear

ownership and monitored over time as part of the Group’s

ongoing risk governance processes.

1. Risk discovery: Engage business units and functional

teams to identify a broad range of climate-related risks

and opportunities through scenario analysis, value chain

assessment, management reviews and workshops.

Thisstep focuses on understanding how climate hazards

and transition drivers could interact with the Group’s

operations, value chain and business model building on the

scenario analysis and value chain assessments described

inthe Strategy section.

2. Assess impact and likelihood: Each identified risk is

assessed based on its potential impact and likelihood,

using ERM-aligned criteria and defined time horizons.

Thisassessment considers the nature of the Group’s digital,

asset-light operating model and provides a consistent

basis for comparing climate-related risks with other

enterpriserisks.

3. Plot on the risk matrix: Risks are plotted on the Group’s

risk matrix based on assessed impact and likelihood.

Thisstep provides a transparent view of relative risk

significance and supports consistent application of

materiality thresholds across the risk universe.

4. Prioritise and articulate: Risks are prioritised based on

their position on the risk matrix and overall materiality.

Themost significant risks are articulated as principal

risks, while others are retained for monitoring and review.

Thisprioritisation informs management focus and

escalation in governance.

5. Create risk responses: For material risks, mitigating

actions are identified, ownership is assigned to relevant

risk owners through established governance structures

and response plans are developed. Actions may include

operational controls, strategic initiatives, policy measures,

or monitoring mechanisms, depending on the nature of

therisk.

6. Review and update: The risk register and matrix are treated

as living tools and are reviewed regularly to reflect changes

in the Group’s operating environment, emerging risks and the

effectiveness of mitigation actions. Climate-related risks are

re-assessed as part of the ongoing ERM reviewcycle.

Our approach to risk assessment: S

Capital risk

assessment approach is aligned with the Group’s ERM

methodology and ensures consistency with the treatment

of other principal business risks. This section explains how

Capital assesses and prioritises climate-related risks and

opportunities once they have been identified through the

risk discovery process.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 55

The assessment approach is aligned with the Group’s ERM

methodology and ensures consistency with the treatment

of other principal business risks. Climate-related risks are

assessed on both a gross (inherent) and net (residual)

basis. Gross risk reflects exposure prior to mitigation,

whilenet risk reflects the impact of existing controls,

mitigationactions and the characteristics of the Group’s

digital, asset-light operating model.

Assessment dimensions: Climate-related risks are assessed

using three core dimensions:

• Hazard: The underlying climate-related driver, such as

regulatory change, carbon pricing, market expectations

or physical climate impacts.

• Exposure: The extent to which the Group’s operations,

value chain and business model are exposed to the

identified hazard, taking into account its predominantly

digital, asset-light operating model.

• Vulnerability: The sensitivity of the Group to the identified

hazard, informed by the Group’s operating model and

existing risk management practices, considering:

– existing governance and controls

– operational flexibility and digital resilience

– data maturity and monitoring capabilities

– adaptive capacity

A climate-related risk is considered material where a hazard

interacts with a material vulnerability.

Impact and likelihood assessment: Each identified

climate-related risk is assessed based on impact and

likelihood, in line with the Group’s ERM scoring methodology

and defined time horizons. Likelihood reflects the

probability of the risk arising, informed by scenario analysis,

regulatoryoutlooks and market trends. Impactreflects

the residual (net) impact after taking into account existing

controls, mitigation actions and the resilience characteristics

of the Group’s operating model.

For physical climate risks, site-specific assessments

indicate that while certain hazards, including fire weather

stress and precipitation stress, are present across a

proportion of locations, overall vulnerability and residual

financial impact remain limited. This reflects the Group’s

high degree of operational flexibility, including remote

working capability, a geographically diversified office

portfolio with predominantly short-term leases, insurance

coverage and the ability to relocate activities where

required. This approach enables consistent comparison

between climate-related risks and other enterprise

risks and supports transparent prioritisation within the

Group’s risk matrix and escalation through established

governanceprocesses.

Mitigation, opportunity realisation and resilience:

Foreach material climate-related risk or opportunity,

mitigationor enhancement actions are defined, ownership

is assigned through established governance structures

and progress is monitored through KPIs and management

review. Wheremitigation actions are already embedded

within existing policies, controls or strategic initiatives,

theseare reflected in the net (residual) risk assessment.

Whereactions are still evolving, the Group recognises areas

for further development and continuous improvement.

Task Force on Climate-related Financial Disclosures Report continued

Risk management continued

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 56

Task Force on Climate-related Financial Disclosures Report continued

Risk management continued

Transition risks

Policy and legal Technology Market Reputation

Risk definition • Regulatory and climate disclosure

non-compliance risk

• AI-driven sustainability and

controlrisk

• Client expectations and procurement

standards risk

• Perceived greenwashing, loss

of credibility and reputational

spilloverrisk

Description • Global increases in climate-related

regulations and disclosure

requirements elevate the risk

of non-compliance. As a global

organisation, S

Capital faces

closer examination of the accuracy,

consistency and credibility of its own

and its clients’ climate statements

• Growing adoption of AI and

automation in content, marketing

and data processing can increase

energy needs and embedded Scope

3 emissions. Scaling digital delivery

and the limited visibility into AI’s

environmental impact could hinder

effective emissions management

• Growing client demand for credible

climate strategies, science-based

targets and transparent Scope 3 data

mean that failure to comply could

reduce competitiveness, limit client

access, delay contracts, or lead to

business loss

• As a marketing organisation,

Capital’s climate disclosures

and client campaigns expose it to

reputational risk. Unsubstantiated

claims risk greenwashing allegations,

damaging the Group, its clients and

stakeholder trust due to ECPT

Financial impact • Regulatory fines and legal costs

• Increased compliance, assurance and

reporting costs

• Indirect revenue impacts linked to

reduced client confidence

• Increased energy use and Scope3

emissions related to AI and

cloudinfrastructure

• Potential impacts on progress

towards net zero targets

• Reduced revenues from lost or

delayed contracts

• Increased cost of client compliance

and reporting

• Potential loss of market share

• Loss of client trust/relationships

• Damage to brand credibility and

market positioning

• Increased scrutiny from regulators,

investors, media, society

Monitoring

indicators

• Disclosure completeness/quality

• External ESG ratings

andassessments

• Number of regulatory or

compliancefindings

• Internal audit and

assuranceoutcomes

• Visibility of AI and cloud-related

energy consumption

• Scope 3 emissions associated

withdata centres and cloud

serviceproviders

• Coverage and quality of supplier

emissions disclosures (technology

and cloud vendors)

• Client ESG and climate-related

requirements in tenders

• Client retention rates

• External ESG ratings referenced

byclients

• Scope 3 data coverage and quality

• Stakeholder and client feedback on

climate communications

• External ESG and sustainability ratings

• Media coverage and reputational

monitoring for climate claims

• Internal review and assurance for

client-facing climate outputs

Mitigation

andresponse

• Group-wide ESG and Climate Policies

aligned with regulatory requirements

• Centralised climate data governance,

controls and assurance

• Oversight through the ESG

Steering Committee and Audit

andRiskCommittee

• Global AI Policy and responsible AI

principles governing technology use

• Governance frameworks to oversee

AI and digital infrastructure impacts

• Engagement with cloud and

technology providers to

improvetransparency

• SBTi-approved targets and

TransitionPlan

• Supplier engagement and Scope 3

data improvements

• Integration of climate criteria into

procurement standards

• Client-facing transparency on

climateperformance

• Clear governance and approval

processes for climate-related claims

• Independent review of key climate data

used in disclosures andcampaigns

• Ongoing engagement with clients

to support responsible climate

communications

Time horizon • Short term • Short term • Short term • Short term

Impact • Low–medium • Low • Low • Medium

Likelihood • Likely • Likely • Likely • Likely

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 57

Transition opportunities

Policy and legal Technology Market Reputation

Opportunity • Proactive compliance and

leadershipin climate-related

regulations and disclosures

• Responsible AI and data-enabled

sustainability solutions

• Growing client demand for climate-

aligned and low-carbon services

• Strengthened brand trust

throughcredible, transparent

climateleadership

Description • Proactive alignment with evolving

climate-related regulations and

disclosures presents an opportunity

to strengthen governance and

transparency, demonstrate

regulatory leadership and position

Capital as a trusted partner

for clients navigating complex

sustainabilityrequirements

• Leveraging AI, data and automation

responsibly creates opportunities to

improve sustainability performance,

enhance transparency and support

clients with climate-related insights,

while differentiating S

Capital

through strong AI governance and

control frameworks

• Increasing client focus on climate

performance and decarbonisation

creates opportunities to expand

climate-aligned service offerings,

support client transition strategies

and strengthen long-term

relationships, particularly among

sustainability-led organisations

• Delivering on climate commitments

and maintaining transparent,

consistent disclosures enhances trust

with clients, investors, regulators and

wider stakeholders, while reducing the

risk of reputational spillover linked to

client-facing climate communications

Impact • Increased competitiveness in

clienttenders

• Reduced regulatory and

compliancerisk

• Enhanced investor and

stakeholderconfidence

• New revenue from sustainability-

enabled services

• Improved operational efficiency

andscalability

• Enhanced client trust in

AI-drivendelivery

• Revenue growth from climate-

alignedservices

• Improved client retention and

long-term contracts

• Enhanced positioning in

sustainability-driven markets

• Increased attractiveness in

competitivetenders

• Stronger investor and

stakeholderconfidence

• Positive impact on talent attraction

andretention

Monitoring

indicators

• Timely and compliant ISSB-aligned

disclosures

• External ESG ratings and

benchmarking data

• Assurance results and audit findings

• Client feedback on disclosure quality

• Adoption of responsible

AIframeworks

• Client demand for sustainability-

enabled digital solutions

• Internal efficiency and

automationmetrics

• ESG-related client feedback

• Revenue from sustainability-

relatedservices

• Client retention and growth metrics

• Number of climate-focused

clientengagements

• Client satisfaction scores

• Incidents or allegations related

to greenwashing or misleading

climateclaims

• External ESG ratings and rankings

• Stakeholder and media sentiment

• Brand perception indicators

Mitigation

andresponse

• Continuous monitoring of

regulatorydevelopments

• Early adoption of emerging

disclosurestandards

• Strengthened climate data

governance and assurance

• Development of low-carbon,

digitalmodels

• Integration of sustainability

considerations into AI use cases

• Ongoing training and

capabilitybuilding

• Integration of climate considerations

into client offerings

• Development of sustainable

production and marketing standards

• Engagement with clients on

transitionstrategies

• Transparent reporting aligned

withTCFD

• Independent review of key climatedata

• Clear communication of progress

andchallenges

• Ongoing stakeholder engagement

Time horizon • Short–medium • Medium • Medium • Short–medium

Impact • Medium • Medium • Medium • Medium

Likelihood • Likely • Likely • Likely • Likely

Task Force on Climate-related Financial Disclosures Report continued

Risk management continued

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 58

Capital monitors climate-related performance using

consistent, decision-useful metrics aligned with the

Greenhouse Gas Protocol and the SBTi. Climatemetrics

are embedded within performance monitoring,

riskmanagement and strategic decision-making

processes, supporting delivery of the Group’s long-term

net zero ambition, while remaining proportionate to its

digital, asset-light operating model. Climate-related

metrics are used to assess progress against targets,

inform management actions and support transparency

with stakeholders. Performanceis reviewed regularly

and considered alongside broader business priorities,

regulatory developments and evolving riskexpectations.

Emissions metrics: S

Capital measures and reports Scope 1,

Scope 2 and Scope 3 GHG emissions in accordance with the

Greenhouse Gas Protocol. Scope 1 and 2 emissions primarily

reflect energy use across offices and leased workspaces

where Scope 3 emissions represent the majority of the

Group’s footprint, reflecting the asset-light, digitalnature

of the business and the importance of purchased

goods and services, business travel and employee

commuting. In2025, continued improvements were made

to emissions data quality, completeness and internal

controls, strengthening consistency and comparability

of emissions reporting across the Group andsupporting

morerobustdecisionmaking. Please read more on

pages37 to 40.

During the year, Group’s greenhouse gas emissions

data and methodology were subject to external review

by a third-party advisor. While full external assurance is

not currently required, the Group continues to enhance

its data management processes, documentation and

internal controls in preparation for potential future

assurancerequirements.

Targets: The Group’s climate targets were validated by the

SBTi in 2024 and remain unchanged in 2025. S

Capital

has committed to:

• reducing absolute Scope 1 and 2 GHG emissions by 42%

by 2030 from a 2022 base year;

• reducing absolute Scope 3 GHG emissions by 25% by

2030 from a 2022 base year; and

• achieving a 90% reduction in absolute Scope 1, 2 and 3

emissions by 2040, with residual emissions neutralised

inline with SBTi net zero requirements.

These targets provide a clear long-term trajectory, while

allowing flexibility in how actions are prioritised across

operations and the value chain.

Performance management: Progress against climate

targets is monitored through defined metrics and reviewed

by management on a regular basis. Climate performance

informs operational and strategic decision making,

includingoffice portfolio management, energy procurement,

travel policies, supplier engagement and capital allocation

decisions. Emissions intensity metrics are used alongside

absolute emissions to assess progress and the effectiveness

of decarbonisation actions, supporting continued decoupling

of emissions from business growth and reinforcing the

resilience of the Group’s digital-first operating model.

Climate-related considerations are also reflected within

broader ESG-linked performance management and

remuneration frameworks. While ESG-related factors

are included within executive remuneration, the Group

is currently assessing the most appropriate approach

for integrating climate-specific performance metrics

into incentive structures, taking into account materiality,

datamaturity and alignment with long-term value creation.

Transition actions: Actions to deliver the Group’s climate

targets are guided by the climate strategy and supported

by the ongoing development of a Transition Plan. Thiswork

is currently in progress and focuses on establishing a

structured, forward-looking framework for prioritising and

sequencing decarbonisation actions over time. Inthe interim,

and independent of the formalisation of the Transition

Plan, the Group continues to progress climate-related

actions through the strategic pillars set out in the Strategy

section. These pillars provide the basis for integrating

climate considerations into operational decision making,

risk management and value chain engagement in a manner

aligned with the Group’s digital, asset-light operating model.

Progress and prioritisation of climate-related actions are

reviewed periodically to ensure continued alignment with

business strategy, risk exposure and evolving regulatory

expectations. TheGroup has re-evaluated the use of an

internal carbon price during the year and continues to

consider it unnecessary and immaterial given its digital,

asset-light operating model, while keeping this position under

review for future significant investments or changes in the

operatingfootprint.

Task Force on Climate-related Financial Disclosures Report continued

Metrics and targets

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 59

Non-financial, sustainability and climate-related information statement

This section constitutes the Group’s non-financial, sustainability and climate-related information statement in accordance

with Sections 414CA and 414CB of the UK Companies Act 2006. It also provides cross-references to the Group’s climate-

related disclosures prepared in alignment with TCFD recommendations and global sustainability reporting frameworks.

Disclosure topic Policies and approach References

Climate-related

financial disclosures

Climate governance, strategy, risk management, and metrics disclosures

are aligned with TCFD. The Group continues to monitor developments in

global sustainability reporting standards, including IFRS S1 and S2

TCFD Report, starting on

page 48

Environmental

matters

SBTi validated and approved emission reduction targets; Annual GHG

emissions disclosure (scope 1, 2 and 3); TCFD statement

Starting on page 37

Sustainability

governance

Oversight of sustainability strategy and performance through the Group’s

governance framework

Governance Report,

pages 50 to 51

Responsible

supplychain

Supplier Code of Conduct outlining expectations regarding ethical

conduct; human rights and responsible sourcing

Capital and Monks

websites

Employees Global Code of Conduct; Anti Financial Crime Policy; Speak Up Policy;

Equal Opportunity Employment Statement; Health and Safety Standards;

Employee Empowerment; Acceptable Use Policy; Information Sensitivity

Policy; General Information Security Policy; Anti Hate Statement; Conflict

of Interest Policy; Global AI Policy; Global Travel and Expense Policy;

Remote Working Policy; Information Security and Privacy Policies;

Anti-Misconduct Policy; Social Media Acceptable Use Policy

Policies can be found on

Capital and Monks

websites

Human rights Modern Slavery Act 2015 slavery and human trafficking statement; Global

Code of Conduct; Anti Financial Crime Policy; Accessibility Statement.

Capital and Monks

websites

Social matters Global Code of Conduct; Anti Financial Crime Policy; Share Dealing

Code; Anti Hate Statement; Information Security and Compliance;

EthicalMarketing Policy; Armed Forces Covenant; Global Supplier

CodeofConduct

Capital and

Monkswebsites

Anti-corruption and

anti-bribery

Capital has zero tolerance for any form of bribery or influence peddling,

we comply with the anti-bribery and corruption laws of the countries where

we operate, as well as those that apply across borders

Global Code of Conduct

and Anti Bribery and

Corruption Policy

Principal risks and

impact of business

activities

The Group’s ERM framework integrates sustainability-related risks

and opportunities, including climate-related risks assessed through

TCFD-aligned processes

TCFD Report, starting

on page 48 and Principal

risks and uncertainties

starting on page 19

Businessmodel Reflected in the Group’s business model and value creation approach

described in the Strategic Report

Page 06

Non-financial KPIs Performance KPIs align with our ESG strategy and include a range

of financial and non-financial metrics across three ESG pillars: Our

Responsibility to the World, PeopleFulfilment and One Brand

Pages 37 to 47

Human rights

Respect for human rights is a fundamental principle for

Capital. We are committed to conducting business

ethically and responsibly and to respecting internationally

recognised human rights standards across our operations

and value chain. Expectations regarding responsible

conduct are embedded in our Global Code of Conduct

andGlobal Supplier Code of Conduct.

Anti-slavery and human trafficking

Capital does not tolerate modern slavery. We are

committed to assess and address any modern slavery risks

that may arise in the course of our business. As part of

this commitment, we are implementing a Supplier Code of

Conduct and seeking to regularly educate our people on the

risks and how to mitigate them. This helps us identify and

manage slavery and human trafficking risk in accordance

with the principles and goals promoted by the Modern

Slavery Act 2015 and related guidance.

Anti-bribery

Capital has zero tolerance for any form of bribery or

influence peddling. We aim to comply with the anti-bribery

and corruption laws of the countries where we operate,

aswell as those that apply across borders. We do not offer,

pay, or accept bribes or kickbacks for any purpose, either

directly or through a third party. We do not make facilitation

payments or permit others to make them on our behalf.

Whistleblowing policy

Key values of S

Capital are integrity and responsibility

– which link to our Core Principles of Authenticity,

Integrityand the highest Ethical Standards in our

businessdealings. These apply in all our dealings within

Monks, and when we work with clients, suppliers and in

ourcommunities. Employees’ concerns are important and

we encourage all ofour people to take advantage of the

Speak Up Policy.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 60

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 61

Section 172(1) statement

Addressing the needs of our stakeholders

Section 172(1) of the Companies Act 2006 requires the

Directors to act in good faith in a manner they believe would

be most likely to promote the success of the Company

for the benefit of its members as a whole. In doing so, the

Directors must consider a range of factors including the

long-term consequences of decisions, the interests of

employees, relationships with suppliers, clients and others,

the impact of the Company’s operations on the community

and the environment, the desirability of maintaining a

reputation for high standards of business conduct and the

need to act fairly between members of theCompany.

In fulfilling their duties under Section 172(1), the Directors

have regard to the above factors and any other factors

which they consider relevant to the decision being made.

The Board recognises that not all decisions will result

in positive outcomes for all stakeholders. However, by

considering the Company’s purpose, mission, values and

strategic objectives, and having a process in place for

decision making, the Board ensures that the decisions

are considered proportionate and support the long-term

success of theCompany.

Further details on how the Board operates and reflects

stakeholder views in its decision making are set out in the

Corporate Governance Report on pages 67 to 112.

Engagement with stakeholders

Our stakeholders

Building strong, constructive relationships through regular

engagement is fundamental to understanding what

matters to our stakeholders and to the execution of our

long-term strategy. Our principal stakeholder groups are

our clients, our people and our shareowners, along with

our communities and our suppliers (including our lenders).

These groups bring diverse, informative and, at times,

competing perspectives to our decision making.

The Board recognises that effective stakeholder

engagement is critical to delivering the Company’s mission

and promoting its long-term success. The Directors

continue to have regard to the interest of our people and

the Company’s other stakeholders, including the impact of

its activities on the community, the environment and the

Company’s reputation when making decisions.

Information provided by management, together with direct

engagement with stakeholders, is considered throughout

the year at Board and Committee meetings and through

ongoing dialogue across the business.

The Directors are fully aware of their responsibilities to

promote the success of the Company in accordance

with Section 172(1) of the Act. Our intention is to behave

responsibly and ensure that management operates the

business in a responsible manner, operating within the

high standards of business conduct and good governance

expected of us.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 62

Section 172(1) statement continued

What are

the key

interests of our

stakeholders?

Our clients

We facilitate the provision of first-party data to

fuel creative content and digital media planning

and digital content, the design and development

of digital creative content and provision of

programmes to allow our clients to efficiently

planand deliver audience-focused campaigns.

Our people

Creating a positive environment for our people that

encourages and supports personal development

and career progression through impactful

programmes and opportunities, flexible and agile

working, and a strong commitment to inclusion

anddiversity.

Our communities

and the environment

Creation of social value, supporting sustainability

initiatives and community education.

Our suppliers

A productive and fair working relationship through

collaboration, innovation and shared values.

Our shareowners

Robust financial accounts, sustainable long-term

growth in the Company and its share price, sound

investment and combination decisions and effective

communication of strategy.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 63

Section 172(1) statement continued

• Our mission for S

Capital is driven by engagement with

our clients and our mantra of ‘speed, quality, value and

more, the use of AI’.

• We have combined best-in-class practices, promoting

alignment, an integrated service offering and

emphasising transparency to clients.

How we engage

• We work alongside our clients, helping them communicate

with their audiences, continuously evolve how we

communicate and deliver our services based on

clientfeedback.

• We co-locate or embed our people, which not only

facilitates clear communication, collaboration and

teamwork, but also leaves a light environmental footprint.

• We continuously focus to implement (more) sustainable

solutions throughout our processes and advise our clients

on the next best solution in our industry.

How the Board engages

• Our senior executive and regional leadership provide

updates to the Board regarding client relationships, key

markets, and new business opportunities.

• The Executive Directors engage regularly with clients,

strengthening relationships and gaining first-hand insight

into client priorities and opportunities for growth.

Outcomes

• We continue to build our existing and new client base,

with significant assignments from some of the world’s

top companies and at a local level. We maintain strong

retention and new business rates, often boosted by

cross-practice pitches and referrals.

Our clients Our people

• Our people are central to our business. They play a

significant role in the delivery of our strategy and the

future growth of our business.

• We recognise the importance of attracting, developing

and retaining the best talent, and the need to provide

a safe and inclusive environment where individuals

canthrive.

How we engage

• Our unitary structure, with a single P&L, gives our

people a sense of common values, shared goals and

a collaborative spirit.

• We have an active internal communications

programme to keep our people engaged and informed

on Group strategy, progress and development.

This includes regular All-Hands meetings and team

briefings on matters important to our global talent

pool and a weekly ‘State of our One Nation’ email from

the Executive Chairman to allMonks.

• We provide programmes to support connection

and development, fostering a culture of collaboration

and growth.

• Our culture is one of openness and transparency,

where everyone has a voice and is free to raise

questions and issues of concern.

How the Board engages

• Our Non-Executive Directors collectively share

responsibility for employee engagement and report to

theBoard on their findings.

• In addition, Miles Young has been designated as the

Independent Non-Executive Director responsible for

overseeing culture.

• The Board receives updates from our Chief People

Officer on communication activities with our people.

• The Nomination and Remuneration Committee reviews

diversity initiatives across the Group and senior

leadership succession plans.

Outcomes

• Deployed School of AI for all employees globally and

delivered a flagship leadership programme for senior

leaders to refine strategic and leadership skills.

• Localised programmes and celebrations were expanded,

with regional People teams taking increased ownership

of initiatives, reinforcing a sense of inclusion, connection

and shared purpose across our global workforce.

• We continued to run our S

Women in Leadership

program, and ongoing engagement with existing

Fellows was maintained to sustain development

momentum for high-potential talent globally.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 64

Section 172(1) statement continued

• We rely on suppliers to help deliver our services to clients

and maintain our productivity, as well as helping to make

our supply chain as sustainable and diverse as possible.

• Strong relationships with suppliers can bring innovative

approaches and solutions that create shared value.

How we engage

• We ask our suppliers to commit to upholding the

principles of our Global Code of Conduct, including

fundamental standards on human rights, modern slavery

and the prevention of financial crime.

• We aim to have a fair and transparent relationship with

our suppliers and partners through regular dialogue and

annual surveys on ESG matters.

• We comply with non-financial or supplier diversity

reporting frameworks like EcoVadis, CDP and UniTier

fortransparency in reporting.

How the Board engages

• The Board oversees and monitors compliance to our

Global Code of Conduct.

Outcomes

• We build and maintain collaborative, long-term

relationships with our suppliers as some of them are also

our clients and innovation partners.

• We improved our EcoVadis score to 66/100, a non-

financial framework we use to be transparent aboutour

operations as a supplier.

Our suppliers Our communities and the environment

• We continue to focus on ESG, sustainability and our

climate change commitments, and aim to operate in a

sustainable and responsible way while delivering value

to our shareowners.

How we engage

• Our businesses and people support local initiatives

through donated hours and money or hands-on

activities like charity runs and cycling events. We

continue to connect with diverse talent by reaching out

to students at all levels – from middle school through

university – through education and engagement.

• We contribute to society by actively sharing our

talents, digital expertise and thought leadership with

NGOs, social initiatives and charity projects.

• Our people actively launch local internal and external

initiatives that encourage environmental stewardship.

Outcomes

• Our science-based targets were accredited and

approved, reinforcing our commitment to measurable

emissions reductions, working towards net zero by 2040.

• We continued S

flagship programmes to increase

diverse representation, empower female leadership and

promote equality – building a more accessible, equitable

and diverse workforce.

• We made charitable donations totalling £25,222 in 2025.

• Beyond financial contributions, we actively encourage and

support our people in giving back to their communities

through voluntary work. In 2025, we recorded 4,468

hours of voluntary service, a significant 40.3% increase

compared to 2024, and continued building on successful

local initiatives. More on page32.

• The S

Forest, our carbon offsetting and reforestation

initiative, has planted a total of 507,380 trees over the

last five years.

How the Board engages

• The Board has oversight of our ESG strategy, which

includes the related policies around sustainable

procurement, travel, donations, voluntary work,

community service and For Good projects.

• ESG-related targets are included in the Group’s

annual performance targets, which are linked to the

annual bonus.

• Scott Spirit and the Independent Non-Executive

Director, Miles Young, together champion our

sustainability and culture efforts. More information on

our Environmental, Social and Governance activities is

available from pages 22 to 56 and in the Monks Annual

ESG Report www.monks.com/esg.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 65

Section 172(1) statement continued

Our shareowners

• We recognise the importance of providing all of

our shareowners with regular updates on our

operations, financial performance and ESG activities.

Engagement with shareowners gives us a broad

insight into their priorities, which influences our

own decision making and our strategic direction.

Theongoing support of our shareowners during 2025

is something that we continue to value greatly.

How we engage

• We maintain regular contact with our shareowners

through a comprehensive investor relations

programme of conferences, roadshows and meetings,

predominantly led by our Executive Chairman and

Group Chief FinancialOfficer.

• After each quarterly results announcement, we have

held extensive roadshows with investors.

• All our investor presentations, reports and earnings

calls are available on the S

Capital website.

Outcomes

• Our AGM provides the opportunity for our private

shareowners to hear from, and engage directly with,

theBoard.

• During 2025, the Executive Chairman, Group

Chief Financial Officer and Chief Growth Officer

held extensive meetings, in person and virtually,

to engage with institutional investors and analysts.

Moreinformation is available on pages 81 and 82.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 66

Governance

Report

Executive Chairman’s statement 67

Corporate governance statement of compliance 69

Leadership: Board of Directors 71

Leadership: Executive Committee 74

The role of the Board 75

Audit and Risk Committee Report 83

Nomination and Remuneration Committee Report 87

Remuneration Report 92

Directors’ Report 110

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 67

Executive Chairman’s statement

Leadership

and culture

deliver long-

term success

“The Board is

accountable for the

leadership and oversight

of the Group’sculture,

valuesand behaviours”

Dear fellow shareowners,

I am pleased to present our Corporate Governance Report

for the year ended 31 December 2025, which sets out how

the Group’s governance framework supports and promotes

its long-term success and provides an overview of the

Board and its Committees.

Governance framework

We voluntarily adopted the 2024 edition of the UK

Corporate Governance Code (the Code) and have

continued to comply with the majority of its provisions

throughout the year under review. Of the three areas

where we depart from the Code, two relate to share

schemes, which are limited in duration, while the third

relates to my role as Executive Chairman, which continues

to operate subject to appropriate checks and balances.

Furtherinformation on the Group’s application of the Code

is set out on page 69.

During the year we continued to evolve our governance,

riskand compliance frameworks and policies, unifyingthem

under a Global Code of Conduct, which sets out the

standards and principles for every single Monk in

the organisation, including freelancers, consultants

andcontractors.

The Board sets the tone of the Group’s culture, values and

behaviours, and these together with consideration of the

view of all our stakeholders, drive our decision making and

focus on the delivery of the long-term sustainable success

of the Group.

Purpose

As a unified, purely digital business, we deliver marketing and

technology services that create transformative, AI-enabled

solutions for our clients. Our strategy, business model and

progress are outlined on pages 5 to 6 and 10 to 11.

Sustainability

The year marked continued progress strengthening the

Group’s ESG governance and operational integration.

Wefocused on embedding sustainability considerations

more systematically into decision making across

the business, building on our previously validated

science-based targets (SBTi) and ongoing B Corp

certification. This included enhancing internal data controls,

improving the granularity and reliability of emissions

measurement methodologies, and reinforcing shared

accountability across our unitary structure. ESG oversight

remains integrated within our broader governance, risk,

strategy andperformance frameworks, supporting a

more disciplined and transparent approach to long-term

valuecreation.

Our ESG strategy continues to be structured around

three interconnected pillars: Our Responsibility to the

World, People Fulfilment and One Brand. During the

year, we progressed our net zero ambition, strengthened

global talent and leadership processes, and enhanced

governance under a unified operating model and single

P&L. Thesepriorities are embedded within executive

accountability, linking sustainability performance to

strategic delivery. Further details on our ESG strategy

areset out on page 29.

Sir Martin Sorrell

Executive Chairman

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 68

Executive Chairman’s statement continued

Board composition and effectiveness

A number of Executive and Non-Executive Directors

stepped down from the Board at the 2025 AGM, and I

would like to thank each of them for their contribution

and service. These changes have helped maintain an

appropriate balance of skills, experience and diversity

on the Board, as assessed by the Nomination and

Remuneration Committee with reference to the Group’s

formal skills matrix. The Committee also continues to

oversee succession planning. Further information on

theCommittee’s activities is set out on page 78.

During the year, we were also pleased to welcome Radhika

Radhakrishnan, as our new Group Chief Financial Officer,

whose appointment further strengthens the Board and

Executive Committee. In addition we also appointed two

new Non-Executive Directors, Nirvik Singh and Alina

Kesselto the Board.

The Board also commenced an external effectiveness

review of its performance that started in 2025. The review

is being facilitated by the Company Secretary and an

external consultant and will continue into 2026, with the

outcomes and actions to be reported in next year’s Annual

Report. Atthe end of 2025, following the departure of

Caroline Kowall, Radhika Radhakrishnan assumed the

responsibilities of Company Secretary.

Diversity and inclusion

The Board believes that greater diversity and inclusivity

support better decision making and, in turn, stronger

outcomes for our people, our clients and the Group as

awhole.

Throughout the year under review and up to the date

of this report, the Board has met the ethnicity-related

recommendations set out in the Parker Review. Whilethe

Board did not meet the gender targets set out by the

FTSE Women Leaders Review during the year, it remains

committed to making progress against these targets,

takinginto account the overall balance, skills and

experience of the Board. Further information on Board

diversity is set out on page 75.

Stakeholder engagement

The Board recognises the importance of engaging with,

andunderstanding the views of, our shareowners in

supporting the Group’s long-term success.

During the year, we deepened our engagement with

colleagues across the business, including through a

series of events held alongside Board meetings in the US,

Argentina and Singapore. Given the Group’s geographic

footprint, the Board has chosen to share responsibility for

workforce engagement among all Non-Executive Directors

rather than appointing a single designated Director.

The Board considers this approach to be well suited to

the Group, as it enables a broader range of employee

perspectives to be gathered and shared at Board level.

It also allows Committee Chairs to engage directly with

employees on matters relevant to their respective areas

of responsibility. Further information on our approach to

stakeholder engagement is set out on page 62.

The Company’s AGM remains a key opportunity for

engagement between the Board and shareowners.

However, we welcome dialogue throughout the year and

encourage shareowners to share their views at any time

viathe Company Secretary (cosec@s4capital.com).

Conclusion

The Board and I remain committed to maintaining high

standards of governance and to open, constructive

dialogue with all our shareowners. As in the prior year,

we will again hold a physical AGM at our offices in early

June 2026, with the option of virtual attendance for those

shareowners unable to join us in person.

I would like to thank our shareowners for their continued

loyalty and support, and I look forward welcoming you to

the 2026 AGM.

Sir Martin Sorrell

Executive Chairman

23 March 2026

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 69

Corporate governance statement of compliance

During the year, the Board has voluntarily

complied with the UK Corporate Governance

Code (the Code) which was issued by the

Financial Reporting Council in 2024.

During the year, the Board has applied the principles of,

and complied with the provisions of, the UK Corporate

Governance Code issued by the Financial Reporting

Council in January 2024, except with Provisions 9, 36 and

37, as further described on page 70. Further details on the

Company’s governance arrangements can be found on our

website at www.s4capital.com. This report, together with

the reports from the Audit and Risk Committee and the

Nomination and Remuneration Committee, and the other

statutory disclosures, provides details of how the Company

has applied the provisions of the Code on pages 83 to 109.

The Board also considers sustainability-related governance

matters where relevant to the Group’s long-term success,

risk profile and stakeholder expectations. Further information

on the governance of climate-related risks and opportunities,

including roles and responsibilities across the Board,

Committees and management, is provided in the Group’s

TCFD disclosures pages 50 to 51.

The following table outlines how we have structured the

governance section of this Annual Report and Accounts

around the Code. The table mirrors the numbering style

used in our 2024 Annual Report, and some rows combine

multiple provisions or follow the S

grouping approach

(e.g., “37 & 38” and “40 & 41”). For 2025, the Company

is reporting against the UK Corporate Governance

Code2024.

Provision 29 of the UK Corporate Governance Code,

relating to the board’s review of internal controls and risk

management, is effective for the 2026 Annual Report.

TheCompany intends to voluntarily adopt the requirements

for the next financial year, is taking steps to implement

therequirements.

Provision Further information Page

Board leadership and Company purpose

1 Strategic Report

Risks

Sustainability

Governance

8 to 25

2 Culture

Board activities

Workforce remuneration

106

3 Shareholder engagement and

boardintegrity

4 Significant votes against 108

5 Stakeholder engagement

Workforce engagement

81 to 82

6 Whistleblowing 60

7 Managing conflicts of interest 78

Division of responsibilities

9 Division of responsibilities 79

10 Director independence

11 Board composition

12 Senior Independent Director

13 Non-Executive Directors

14 Roles of the Board

Division of responsibilities

15 Director biographies and

externalappointments

71 to 74

16 Company Secretary 79

Composition, succession and evaluation

17 Nomination and Remuneration

Committee Report

18 Election and re-election of Directors

19 Chair tenure

20 Board member recruitment

95, 97

21 and 22 Board evaluation

Provision Further information Page

23 Nomination and Remuneration

Committee Report

Audit, risk and internal control

24 Audit and Risk Committee Report

25 Key responsibilities of the Audit and

Risk Committee

26 Audit and Risk Committee Report

27 Fair, balanced and

understandableassessment

28 Principal risks and uncertainties

29 Risk management and the

effectiveness of internal controls

30 Going concern

129

31 Viability Statement 24

Remuneration

32 Remuneration Committee:

Composition and Report

33 Remuneration Policy

34 Non-Executive Director remuneration

101

35 Advice provided to the

RemunerationCommittee

108

36 Shareholding requirements:

Remuneration Policy statement

101

37 and 38 Remuneration Policy

Malus & Clawback

39 Executive Directors’ service

agreements and loss of

officeentitlements

101

40 and 41 RemunerationCommittee

ReportDisclosures

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 70

Corporate governance statement of compliance continued

Non-compliance

Provision Explanation

9. The chair should be independent on appointment when

assessed against the circumstances set out in Provision10.

The roles of chair and chief executive should not be

exercised by the same individual. A chief executive should

not become chair of the same company. If, exceptionally,

this is proposed by the Board, majorshareholders should

be consulted ahead of appointment. Theboard should set

out its reasons to all shareholders at the time of the

appointment and also publish these on the

companywebsite.

The Board recognises that Sir Martin Sorrell’s position as Executive Chairman, which he has held since the Group’s

foundation, exercising the roles of both Chairman and Chief Executive Officer, represents a departure from theCode.

Sir Martin has been a leading figure in the marketing and communications services industry for over 40 years and the Board

acknowledges that his expertise, knowledge and global network of relationships are an unparalleled advantage to the

Group. In light of this, the Board, supported by the Nomination and Remuneration Committee, keeps the appropriateness

of this leadership structure under regular review and will recommend changes should it consider them to be in the best

interests of the Group and its shareowners. The Independent Non-Executive Directors have concluded that the position

remained appropriate for the year under review.

Control enhancements

• Independent Non-Executive Director oversight: The Independent Non-Executive Directors meet regularly in

privatesessions, to consider the appropriateness of the governance structure and safeguards for shareowners.

• Strong Committee leadership: The Chairs of the Board Committees, all of whom are Independent Non-Executive Directors,

dedicate a significant amount of time in the oversight of the functions that report to each respective Committee and have

in-depth relationships with relevant executives.

36. Remuneration schemes should promote long-term

shareholdings by executive directors that support

alignment withlong-term shareholder interests.

Shareawards granted for this purpose should be

releasedfor sale on a phased basis and be subject to

atotal vesting and holding period of five years or more.

TheRemuneration Committee should develop a formal

policy for post-employment shareholding requirements

encompassing both unvested and vested shares.

Executive Directors are required to build and maintain a meaningful shareholding in the Group, in line with the shareholding

guidelines set out in the Remuneration Policy. In addition, Executive Directors are required to retain a proportion of their

shareholdings for a period of two years following cessation of employment, in order to maintain alignment with long-term

shareholder interests.

The Board acknowledges that the new-hire equity grant made to the Group Chief Financial Officer vests over a two-year

period. This award formed part of the CFO’s onboarding arrangements and was a critical element of the recruitment process.

The long-term incentive award granted to the Group CFO is otherwise consistent with the Group’s standard arrangements,

with a three-year performance period followed by a two-year holding period. TheBoard believes that this approach

achieves an appropriate balance between long-term alignment with shareowners and the need to remain competitive in the

international markets in which the Group operates, whereperformance and vesting periods are often shorter than the UK

market norm.

37. Remuneration schemes and policies should enable

the use of discretion to override formulaic outcomes.

Directors’ contracts and/or other agreements or

documents which cover director remuneration should

include malus and clawback provisions thatwould enable

the company to recover and/or withhold sumsor share

awards, and specify the circumstances in which itwould

be appropriate to do so.

While the Nomination and Remuneration Committee does not have discretion to override the formulaic outcome of the

Incentive Share Scheme (A1/A2 shares), the Board considers that the design of the scheme is aligned with the wider

shareowner experience due to the long-term nature of the scheme. Furthermore, the participants only receive benefits once

shareowners have experienced significant growth in the value of their investment.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 71

Leadership: Board of Directors

Effective leadership and direction

Sir Martin Sorrell

Executive Chairman

Appointed: 28 September 2018

Nationality: British

Radhika

Radhakrishnan

Group Chief Financial Officer

&Company Secretary

Appointed: 1 May 2025

Nationality: British

Committee membership:

Executive CommitteeNomination and Remuneration Committee

Denotes Chair of Committee

Audit and Risk Committee

AR NR

EC EC

Sir Martin was Founder and CEO of WPP for 33 years,

building it from a £1 million ‘shell’ company in 1985 into

the world’s largest advertising and marketing services

company. When Sir Martin left in April 2018, WPP had a

market capitalisation of over £16 billion and revenues of

over £15 billion.

Sir Martin supports a number of leading business schools

and universities, including his alma maters, Harvard

Business School and Cambridge University, and a number

of charities, including his family foundation. He has been

nominated as one of the TIME 100: The Most Influential

People and received the Harvard Business School Alumni

Achievement Award.

Key skills

• Corporate governance

• Legal and regulatory

• Corporate transactions

• Finance

• Risk and compliance

• Global media, marketing

and advertising

• Strategy and M&A

• Technology

• ESG

• Organisational design

andcorporate culture

Current external appointments

• None

Qualifying as a Chartered Accountant with Ernst & Young in

London, Radhika’s career spans Group M/WPP where she

was Global Chief Finance Officer, Wavemaker and Bartle

Bogle Hegarty, Publicis where she held the dual roles of

Global Chief Financial Officer and Chief Financial Officer

BBH London.

Prior to her tenure at BBH, she was Chief Finance Officer

at 20th Century Fox UK and Chief Financial of Officer

Hachette Filipacchi UK now Hearst Magazines.

Key skills

• Finance

• Strategy and M&A

• Corporate governance

• Corporate transactions

• Risk and compliance

• Technology

• Organisational design

andcorporate culture

Current external appointments

• Non-Executive Director of the University of Cambridge

Press and Assessment Board

Colin Day

Independent

Non-Executive Director

Appointed: 2 August 2022

Nationality: British

NRAR

Colin brings significant experience in financial, management

and governance roles including Non-Executive Chairman

ofPremier Foods plc, Chief Executive of Essentra plc and

15years of experience as Chief Financial Officer of both

Reckitt Benckiser plc and Aegisplc.

He has served as a Non-Executive Director on the boards of

major UK-listed businesses including Amec Foster Wheeler,

WPP, Cadbury, Imperial Brands, Meggitt, Euromoney

Institutional Investor and easyJet.

Key skills

• Corporate governance

• Legal and regulatory

• Corporate transactions

• Finance

• Risk and compliance

• Strategy and M&A

• ESG

• Information security,

cybersecurity, privacy

• Organisational design

andcorporate culture

Current external appointments

• Chair of Premier Foods Plc

• Non-Executive Director, Cranfield University

• Non-Executive Director, FM Global

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 72

Margaret Ma Connolly

Independent

Non-Executive Director

Appointed: 10 December 2019

Nationality: American

and Chinese

Leadership: Board of Directors continued

Alina Kessel

Independent

Non-Executive Director

Appointed: 14 November 2025

Nationality: American and British

Margaret is President and CEO of Asia, Informa Markets,

overseeing its businesses in mainland China, Hong Kong,

Japan, Korea, Singapore, Thailand, Indonesia, Malaysia,

Vietnam, the Philippines and Cambodia, a portfolio of more

than 200 brands, which include industry-leading exhibitions

and digital services across 11 countries and regions.

Margaret joined UBM in 2008, before its combination with

Informa in 2018.

In the last 16 years, she spearheaded multiple milestones in

key market sectors and has successfully grown the business

through organic development and strategic partnerships,

including 26 equity joint ventures. Prior to this, she held

senior positions at TNT (now FedEx) and Global Sources

(now Clarion Events). Margaret is a member of WomenExecs

on Boards (WEoB) and National Association of Corporate

Directors (NACD). She received an MBA degree from

Oxford Brookes Business School with Corporate Director

Certificate from Harvard Business School.

Key skills

• Corporate governance

• Legal and regulatory

• Finance

• Risk and compliance

• Strategy and M&A

• Technology

• ESG

• Information security,

cybersecurity, privacy

• Organisational design

andcorporate culture

Current external appointments

• President and CEO of Asia, Informa Markets

Alina has over 25 years’ experience in advertising and brand

building, having worked across the US, Australia, Germany

and the UK. She was Global Client Leader at WPP and Chief

Executive Officer of DDB Tribal Group and Grey Advertising

in Germany. She previously served as a Non-Executive

Director of DS Smith plc, a FTSE 100 packaging company.

She brings expertise in client leadership, integration,

organisational culture and growth strategies from her senior

executive and non-executiveroles.

Key skills

• Finance

• Global media, marketing

and advertising

• Strategy and M&A

• Technology

• ESG

• Information security,

cybersecurity, privacy

• Organisational design

andcorporate culture

Current external appointments

• Non-Executive Director, Y TREE S

• Senior Advisor, HH Global

• Trustee, Glyndebourne Opera

Daniel Pinto

Independent

Non-Executive Director

Appointed: 24 December 2018

Nationality: French and British

Daniel is the Founder, Chairman and CEO of Stanhope

Capital Group, the global investment management and

advisory group overseeing approximately US$40 billion

of client assets. He has considerable experience in asset

management and merchant banking having advised

prominent families, entrepreneurs, corporations and

governments for over 25 years.

Formerly Senior Banker at UBS Warburg in London and

Paris concentrating on mergers and acquisitions, he was

a member of the firm’s Executive Committee in France.

Hewas also Chief Executive of a private equity fund backed

by CVC Capital Partners. Daniel founded the New City

Initiative, a think tank comprised of the leading independent

UK and European investment management firms. He is the

author of Capital Wars (Bloomsbury 2014), a book which

won the prestigious Prix Turgot (Prix du Jury) and the HEC/

Manpower Foundation prize.

Key skills

• Corporate governance

• Corporate transactions

• Finance

• Strategy and M&A

Current external appointments

• Director of Soparexo (Holding of Chateau Margaux)

• Chairman and CEO of Stanhope Capital Group

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 73

Leadership: Board of Directors continued

Rupert Faure Walker

Senior Independent

Non-Executive Director

Appointed: 28 September 2018

Nationality: British

NRAR

Nirvik Singh

Independent

Non-Executive Director

Appointed: 1 May 2025

Nationality: Indian

Until the end of 2024, Nirvik was Global Chief Operating

Officer and President International of Grey Group, a WPP

subsidiary, overseeing operations across Europe, Latin

America, the Middle East, Africa and Asia-Pacific. He has

also led multiple acquisitions in China, India,South Korea,

the UAE, the UK and South Africa, covering sectors such as

ecommerce, data analytics, andmarketing technology.

Beginning his career at Lipton India, a Unilever company,

Nirvik Singh transitioned into advertising, becoming CEO

of Grey Group India at 33 and later leading its expansion

into South Asia. In 2010 he relocated to Singapore, when

he was appointed Chairman and CEO of Grey Asia-Pacific,

beforeassuming his global role in 2019.

Key skills

• Corporate governance

• Legal and regulatory

• Corporate transactions

• ESG

• Risk and compliance

• Strategy and M&A

• Organisational design

andcorporate culture

Current external appointments

• Director and member of the Audit and Risk Committees

ofGulf Oil Lubricants India Ltd

• Chairman of Shoppers Stop Ltd

• Chairman of Hype Luxury

Rupert qualified as a Chartered Accountant with Peat

Marwick Mitchell in 1972. He joined Samuel Montagu in

1977 to pursue a career in corporate finance. Over a period

of 34 years, Rupert advised major corporate clients on

mergers, acquisitions, IPOs and capital raisings, including

advising WPP on its acquisitions of JWT, Ogilvy & Mather

and Cordiant, together with related funding. He was

appointed a director of Samuel Montagu in 1982 and was

Head of Corporate Finance between 1993 and 1998.

He was a Managing Director of HSBC Investment Banking

until his retirement in 2011.

Key skills

• Corporate governance

• Legal and regulatory

• Corporate transactions

• Finance

• Risk and compliance

• Strategy and M&A

Current external appointments

• Trustee of the Landisdale Almshouses and the Hospital

and Homes of St Giles

Miles Young

Independent

Non-Executive Director

Appointed: 1 July 2020

Nationality: British

Miles spent almost 35 years at Ogilvy, ultimately as its

global Chairman and CEO. He is currently the Warden of

New College at Oxford University.

Miles joined what was then the ‘advertising’ business from

Oxford in 1973, eventually moving to Ogilvy & Mather.

Aftera period in the Asia-Pacific region based in Hong

Kong, and working especially in China, he moved to New

York in 2008 as Chief Executive, then Chairman of Ogilvy &

Mather Worldwide. From then until 2016 Miles led a period

of strong client growth and creative success.

In 2016, Miles returned to his Alma Mater of New College in

Oxford, where he is Warden. He is President of the Oxford

Literary Festival and Chair of the Oxford Bach Soloists,

among other voluntary activities.

Miles is actively engaged in ESG efforts, maintaining

oversight of S

Capital’s ESG performance and

instrumentalin the development of disruptive and

innovative ESGinitiatives.

Key skills

• Corporate governance

• Risk and compliance

• Global media, marketing

and advertising

• ESG

• Information security,

cybersecurity, privacy

• Organisational design

andcorporate culture

Current external appointments

• Warden of New College, Oxford University

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 74

Leadership: Executive Committee

Scott joined S

Capital from artificial intelligence company

Eureka, where he continues to serve as a board member

and adviser. Previously, Scott spent almost 15 years at WPP

in various roles in London, Shanghai and Singapore and

was ultimately the Global Chief Strategy and Digital Officer.

In 2006 Scott moved to China and oversaw a period of rapid

growth and multiple acquisitions, responsible for WPP´s

corporate strategy and growth agenda. Scott was also a

director of Nairobi-listed WPP-Scangroup PLC. Prior to

WPP, Scott worked at Deloitte and AssociatedNewspapers.

Scott also oversees ESG matters, with the Global Head of

ESG reporting to him.

Bruno is a catalyst for industry innovation and advancement.

He founded Circus Marketing in 2005, a venture that

championed social-first brands and expanded into a

multinational enterprise spanning eight countries.

In 2020, Bruno arranged the merger between Circus and

Media.Monks/S

Capital, greatly enhancing Media.Monks’

social capabilities and relationships with esteemed brands.

A seasoned human resources and organisational leader

with more than 25 years of experience, Debra brings deep

expertise in scaling people operations at pace through

periods of change and innovation. Before joining Monks

in February 2026, she served as an executive coach and

fractional CHRO, and held senior leadership roles including

Chief People Officer at Quartet Health and OnDeck

Capital, Head of HR for the Americas at Coty and strategic

HR leadership positions at Time Inc., Ernst & Young and

TheRitz-Carlton.

Debra is recognised for her ability to integrate strategic

rigour with a human-first approach to culture and

organisational design, advancing inclusive talent practices

that align with business goals in rapidly evolving technology

and services environments.

Wesley is Co-Founder of Media.Monks, and former Chief

Operating Officer of the legacy Media.Monks brand.

Wesley co-founded Media.Monks in 2001 to focus on craft

and creativity in digital, working tirelessly to grow that

company into a creative production powerhouse with global

reach and recognition that merged with S

Capital in 2018.

Scott Spirit

Chief Growth Officer

Nationality: British

Bruno Lambertini

CEO, Marketing Services

Nationality: Argentinian

Debra Stroff

Chief People Officer

Nationality: American

Wesley ter Haar

Chief AI and Revenue Officer

Nationality: Dutch

Sir Martin Sorrell and Radhika Radhakrishnan

are also members of the Executive Committee.

Theirdetails appear on the preceding pages.

During2025 Jean-Benoit Berty, James Nicholas

Kinney and Caroline Kowall left the Company.

Radhika Radhakrishnan replaced Caroline Kowall

asGroup Company Secretary.

Alex has a sophisticated track record in aligning legal

strategy with commercial growth across the media,

technology, advertising, entertainment and sports sectors.

Alex trained as a lawyer at Freshfields in London and

subsequently spent a number of years in private practice,

both in Europe and in Asia Pacific. He brings deep

multi-disciplinary expertise and industry knowledge to

Monks, having led global business development and

strategy teams at Electronic Arts and global legal teams

at WPP. Alex has a reputation as a highly commercial and

collaborative executive, who blends legal and strategic

rigour to help businesses grow.

Alex holds an MBA and is admitted to practice as a solicitor

in England and Wales.

Alex Norman

Head of Legal

Nationality: British

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 75

The role of the Board

Board and senior management diversity

The information included in the following graphs and table

has been collected by self-disclosure directly from the

individuals concerned, using a questionnaire requesting the

individual to select their gender identity and ethnicity from

a list of options of equal prominence. The gender split for all

employees can be found on page 72.

oard

Male 67%

Female 33%

iversity by gender

67%

33%

oard

White 67%

Asian/Asian British 33%

Diversity by ethnicity

67%

33%

Independent Non-

Executive Directors

78%

Executive Directors 22%

Board independence balance

78%

22%

Gender

Male 49%

Female 48%

Not specified/prefer not

to say

Senior management direct reports

49%48%

Male 67%

Female 33%

67%

33%

nior management

White 67%

Asian/Asian British 17%

Hispanic or Latinx 16%

17%

67%

16%

nior management

White 42%

Mixed/Multiple

ethnic groups

1.5%

Asian/Asian British 3%

Black/African/

Caribbean/Black British

1.5%

Other ethnic group,

including Arab

Not specified/prefer not

to say

43%

Hispanic or Latinx 6%

42%

43%

Ethnicity

1.5%

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 76

Table on gender or sex and ethnicity representation in the Board and executive management, FCA

The Financial Conduct Authority (FCA) requires us to have a structure approach to monitoring gender diversity and ethnicity. Gender diversity is included on page 42 for all employees.

Board Senior management

Number of Board

members

Percentage of the

Board

Number of senior positions

on the Board

Number in senior

management

Percentage of senior

management

Reporting on gender identify or sex

Men 6 66.7% 1 4 66.7%

Women 3 33.3% 1 2 33.3%

Other categories – – – – –

Not specified/ prefer not to say – – – – –

Reporting on ethnic background

White British or other White (including minority White groups) 6 66.7% 1 4 66.6%

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British 3 33.3% 1 1 16.7%

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – – –

Hispanic or Latin – – – 1 16.7%

Not specified/ prefer not to say – – – – –

The role of the Board continued

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 77

The role of the Board continued

Board and Committee attendance

The following table shows the Directors’ attendance at

scheduled meetings they were eligible to attend for the year

ended 31 December 2025:

Board and Committee meeting attendance

Director Board

Audit

andRisk

Committee

Nomination

and

Remuneration

Committee

Total meetings 6 5 7

Sir Martin Sorrell 6/6 – –

Mary Basterfield

2/2 – –

Elizabeth Buchanan

4/4 – –

Margaret Ma Connolly 6/6 2/2 –

Colin Day 6/6 5/5 7/7

Alina Kessel

2/2 – –

Daniel Pinto

4/6 – –

Sue Prevezer

2 /3

3/3 1/2 5/5

Radhika

Radhakrishnan

4/4 – –

Nirvik Singh

4/4 – 2/2

Rupert Faure Walker 6/6 5/5 7/7

Miles Young

5/6 – 6/7

Notes:

1. There were four scheduled Board meetings during the year and

two ad hoc meetings, called at shorter notice.

2. Daniel Pinto, Sue Prevezer and Miles Young were unable to

attend some Board or Committee meetings due to pre-existing

arrangements which could not be changed, primarily due to the

shorter notice with which those largely ad hoc meetings had

been called. Where a Director is unable to attend a meeting, their

absence is usually notified to the Executive Chairman in advance

of the meeting, together with any comments the individual has

relating to the subjects to be discussed at the meeting.

3. Mary Basterfield, Elizabeth Buchanan and Sue Prevezer resigned

as Directors during 2025, Nirvik Singh, Radhika Radhakrishnan

and Alina Kessel joined in 2025; their attendance is included for

the period as Director in 2025.

Strategy and operations 34%

Practice reviews 24%

Activities of the board during the year

34%

22%

24%

Financial performance 22%

Governance 20%

20%

Activities of the Board during the year

Strategy

and operations

• Received updates on the Monks rebranding, internal

integration and restructuring activities, including the

creation of the Marketing Services and Technology

Services practices, and external strategy and growth.

• Received updates on the Group’s AI strategy and the

development and financial treatment of the

Monks.Flow offer.

• Received regular reports from the Global Chief People

Officer, the Chief Operating Officer, Chief Growth

Officer, and from Investor Relations.

Governance

and compliance

• Reviewed and approved recommendations arising from

the Board’s performance evaluation.

• Reviewed and approved the Board role profiles, skills

matrix and composition, Committee Terms of Reference

and other key Group policies including the Global Code

ofConduct.

• Received updates on the Group’s ESG strategies

and activities and on the governance arrangements

supporting the integrity and oversight of sustainability-

related disclosures. Further detail on climate governance,

strategy and scenario analysis provided in the Group’s

TCFD disclosures.

• Received updates from the General Counsel and the

Head of Risks on Legal, Governance and Compliance and

Risk matters, and the Chief Information Officer on the

Group’s IT systems androadmap.

Practice

reviews

• Received updates on the performance of each practice

area or region, including financial performance and

forecasting, clients, strategy andoperations.

During the year, the key Board activities were:

Financial

performance

• Reviewed and approved the Group’s full year, interim

andquarterly results, and the Group’s Budget and

Three-Year Plan.

• Received regular reports from the Group and practice

Chief Financial Officers, including results and forecasts.

• Received updates on the activities of the Audit and

RiskCommittee.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 78

The role of the Board continued

Conflicts of interest

The Board operates a policy under which a

Director is not permitted to participate in,

orvote on, any matter in which they may have a

personal interest, unless the Board unanimously

determinesotherwise.

Ahead of all significant Board decisions, the

Executive Chairman requires Directors to confirm

that they have no actual or potential conflicts

of interest in relation to the matters under

consideration. Where a conflict is identified,

therelevant Director is excluded from the

discussion and decision-making process.

Internal measures are in place to ensure that any

related party transaction involving Directors, or

their connected parties, are conducted on an

arm’s length basis. Directors have an ongoing

obligation to disclose and update the Board on any

changes to their interests or potentialconflicts.

Governance framework

The Group’s governance framework comprises

the Board of Directors and its Committees.

The Committees operate under delegated

authority in accordance with their respective

Terms of Reference, which are available on the

Company’s website at www.s4capital.com/

investors. In addition, certain Directors, such

as the Senior Independent Director, Rupert

Faure Walker, or Miles Young and Margaret Ma

Connolly, designated Non-Executive Directors

for overseeing culture, have specific individual

responsibilities. This governance framework

supports the effective discharge of the Board’s

responsibilities and enables the Company to

maintain alignment with the principles and

provisions of the UK Corporate Governance Code.

Our governance framework

Board of Directors

The Board has responsibility for the overall leadership of the Group, setting the Group’s purpose, values and strategy and

satisfying itself that these align with its culture, taking into consideration the views of shareowners and other key stakeholders,

to promote the long-term sustainable success of the Group. It also has responsibility for the Group’s performance and

governance oversight, including evaluating and managing principal risks through an effective internal controls environment.

This oversight includes consideration of sustainability-related matters where they are relevant to the Group’s strategy,

riskmanagement and long-term value creation.

Audit and Risk Committee

The Audit and Risk Committee ensures the governance and

integrity of financial reporting and disclosures and reviews the

controls in place. It oversees the internal audit function and the

relationship with the external auditors, including monitoring

independence, and also reviews the effectiveness of internal

controls in the Group. The Committee also reviews and makes

recommendations to the Board on the Group’s risk appetite,

risk principles and policies so the risks are reasonable and

appropriate for the Group and can be managed and controlled

within the limits of the Group’s resources and appetite.

The Committee also oversees the governance and integrity

of selected sustainability-related risks, disclosures and the

effectiveness of related internalcontrols.

For more information see page 83

Nomination and Remuneration Committee

Responsible for reviewing the balance of skills,

knowledge, experience and diversity of the Board and

making recommendations for Board and Committee

appointments and monitoring succession plans

for the Board and senior management. It is also

responsible for determining the remuneration and

other benefits of Executive Directors. Reviews and

approves the Remuneration Policy, ensuring that it is

clear, simpleand aligned to culture. Recommends and

monitors overall remuneration for senior management,

whileconsidering employee remuneration and

alignment of incentives and rewards with culture.

For more information see page 87

Executive Committee

The Executive Committee is responsible for defining strategic proposals, implementing the Group’s strategy and reviewing its

success, overseeing performance against the strategy, defining the budget for the Company, promoting cultural development

and establishing and monitoring the ESG strategy for the Group.

This includes responsibility for implementing sustainability-related policies and embedding relevant considerations into

operational decision-making.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 79

The role of the Board continued

Purpose, values and culture

The Board, supported by its Committees, oversees the

alignment of the Company’s culture with its purpose,

valuesand strategy. Culture is integral to the Company’s

success, and we continue to foster a culture of innovation

that shapes how we operate and serve our clients.

TheBoard remains focused on strengthening and evolving

this culture, considering the global and diverse nature of

ourworkforce and communities.

Key central functions, including Legal, Finance and People,

promote high standards of ethical behaviour and corporate

governance across the Group through global frameworks,

policies and internal controls. These are brought together

under the Global Code of Conduct, which sets out the

standards, principles and expectations that guide the

behaviour of the Group and its people.

The Board monitors and assesses the cultural dynamics

of the Group through a range of workforce engagement

activities, including site visits, employee surveys, regular

‘Need to Know’ and ‘Unmuted’ briefing sessions, as well as

informal discussions with senior executives. Miles Young

has been designated as the Non-Executive Director with

responsibility for culture and, in this role, supports the

Board in setting the tone from the top and strengthening

connections between the Board and senior leadership in

promoting an appropriate culture across the Group globally.

Role of the Board

The Board is collectively responsible for the effective

oversight and the long-term success of the Company.

TheBoard delegates some of its responsibilities to the Audit

and Risk Committee and the Nomination and Remuneration

Committee, through agreed Terms of Reference, which are

subject to annual review and approval. The responsibilities

of each Committee are described in the governance

framework on page 78, in the Committee Reports on

pages83 to 110, and are available on our website.

Role Responsibility

Executive Chairman

Sir Martin Sorrell

Chairs the Board meetings, sets the Board agendas and promotes effective

relationshipsbetween Executive Directors and other senior management, and the

Non-ExecutiveDirectors.

Senior Independent Director

Rupert Faure Walker

Provides a sounding board for the Executive Chairman and is available to act as an

intermediary for other Directors when necessary. Responsible for reviewing the

effectiveness of the Executive Chairman.

Non-Executive Directors Independent of management and assist in developing and approving the strategy.

Provideindependent advice and constructive challenge to management, bring relevant

experience and knowledge and serve on the Board Committees.

Company Secretary

Radhika Radhakrishnan

Advises the Board on matters of corporate governance and ensures that the correct

Board procedures are followed. All members of the Board and Committees have access

to the services and support of the Company Secretary.

Further information on our Board roles and responsibilities are available on our website, www.s4capital.com/investors.

The Board also receives regular updates on the

performance of the Group’s businesses, operational

matters and legal updates from the Executive Chairman,

the Executive Directors and General Counsel and this

provides opportunities for Board members to provide

guidance and constructive challenge. All Board members

have full access to the Group’s advisers for seeking

professional advice at the Company’s expense.

Division of responsibilities

The Board acknowledges that Sir Martin Sorrell’s role as

Executive Chairman, effectively combining the roles of

Chairman and Chief Executive Officer, a position he has

held since S

Capital’s founding, is a departure from the

Code. The Independent Non-Executive Directors met

during the year to review the Board structure including

consideration of the ongoing suitability of this combined

role. Sir Martin has been a leading figure in the marketing

and communication services industry for over 40 years and

the Board continues to be of the view that hisexpertise,

knowledge and global network of relationships are

a significant advantage to the Group. Inlight of this,

theBoard believes that combining the roles of Chairman

and Chief Executive continued to be appropriate during

the year under review. The Board continues to review

this, includingthrough an in-camera session held

at each Board meeting with only the Non-Executive

Directorsparticipating.

Directors’ performance

During the year, the Executive Chairman held meetings

with individual Directors at which, among other things,

their individual performance was discussed. Informed

by the Executive Chairman’s ongoing observation of

individual Directors during the year, these discussions

form part of the basis for recommending the election

and re-election of Directors at the Company’s AGM, and

includes consideration of the Director’s performance and

contribution to the Board and its Committees, their time

commitment and the Board’s overall composition.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 80

The role of the Board continued

Executive Chairman’s performance

Rupert Faure Walker in his capacity as the Senior

Independent Director, leads the annual performance

review of the Executive Chairman. This involved meetings

during the year with the Independent Non-Executive

Directors, without the Executive Chairman being present.

The Senior Independent Director provided feedback to

theExecutiveChairman.

Election and re-election of Directors at the

2026 AGM

In accordance with the Company’s Articles of Association

and the UK Corporate Governance Code, all Directors will

retire at the 2026 AGM. All Directors will stand for election

or re-election at the AGM. The Board has confirmed that

each Director standing for election or re-election continues

to demonstrate effectiveness and commitment to their

role. Onthe recommendation of the Nomination and

Remuneration Committee, the Board will recommend that

shareowners vote in favour of the resolutions relating to the

election or re-election, as applicable, of each Director at

the2026 AGM.

B Shareowner

As the founder of the Group, Sir Martin Sorrell has been issued

with a B Share which provides him with enhancedrights.

As the owner of the B Share, Sir Martin has the right to:

• appoint one Director of the Company from time to time

and remove or replace such Director from time to time;

• ensure no executives within the Group are appointed or

removed without his consent;

• ensure no shareowner resolutions are proposed (save as

required by law) or passed without his consent; and

• save as required by law, ensure no acquisition or disposal

by the Company or any of its subsidiaries of an asset

with a market or book value in excess of £100,000 (or

such higher amount as Sir Martin may agree) may occur

without his consent.

The B Share will lose the B Share rights if it is transferred

bySir Martin and also:

(i) in any event after 14 years from 28 September 2018

(being the date on which the B Share was issued), or, if

earlier, the date on which Sir Martin retires or dies; or

(ii) if Sir Martin sells any of the Ordinary Shares that he

acquired on 28 September 2018 (other than in order to pay

tax arising in connection with his holding of such shares).

In order to ensure that Sir Martin’s exercise of the rights

attaching to the B Shares do not prejudice the Company’s

ability to comply with the UK Listing Rules, Sir Martin and

the Company have entered into a relationship agreement.

Pursuant to this relationship agreement, Sir Martin has

undertaken to ensure that:

• transactions and arrangements with Sir Martin (and/or

any of his associates) will be conducted at arm’s length

and on normal commercial terms;

• neither Sir Martin nor any of his associates will take

any action that would have the effect of preventing the

Company from complying with its obligations under the

Listing Rules; and

• neither Sir Martin nor any of his associates will propose or

procure the proposal of a shareowner resolution, which

is intended or appears to be intended to circumvent the

proper application of the Listing Rules.

The Group has policies in place to ensure that the rights

attaching to the B Share are not infringed.

Board Evaluation/Evaluation conclusions

In accordance with the UK Corporate Governance Code,

the Board maintains a three-year evaluation cycle.

Following internal assessments in 2023 and 2024, an

external review was commissioned for 2025.

The Board appointed Sean O’Hare of Boardroom Dialogue

to lead this process. Mr O’Hare previously conducted the

2022 review, providing him with a clear benchmark to

evaluate the Board’s progress over the last three years.

The Board confirms that Mr O’Hare and Boardroom

Dialogue have no other connection to the Company or its

individualDirectors.

The 2025 evaluation is a comprehensive exercise, involving:

• Individual Interviews: One-to-one interviews with all

Directors and the Company Secretary to gather candid

feedback on Board dynamics and effectiveness.

• Observation: Attendance at a scheduled Board

meeting to observe the quality of debate and

constructivechallenge.

• Document Audit: A rigorous review of Board and

Committee papers, alongside wider governance

frameworks, covering the preceding twelve months.

While the evaluation process commenced in late 2025,

theinterview phase is continuing through the first quarter

of 2026.

The final report is scheduled for formal Board consideration

in April 2026. As the review remains ongoing at the date of

this report, the resulting conclusions, agreed actions and

an update on progress against previous objectives will be

disclosed in full within the 2026 Annual Report.

The evaluation’s conclusions

As the review is ongoing, the Board has not yet reached

final conclusions or agreed a formal action plan. Initial

themes emerging from the process were discussed by

the Board after the year end, together with a review of

the outcomes of the previous year’s evaluation to assess

the effectiveness of actions previously implemented.

Theexternally facilitated review will be completed in 2026,

with conclusions and resulting actions to be reported in

next year’s Annual Report.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 81

The role of the Board continued

How we engage with our people

Our diverse and dedicated people underpin the success of our business. The Board uses a combination of both informal and formal engagement channels as detailed below:

How we

engage with

our people

Non-Executive

Director engagement

All of our Non-Executive Directors share the

responsibility for workforce engagement, which can

include attendance at Community Group sessions

(described below) or ‘Need to Know’ All-Hands

sessions on specific topics. In addition, informal

briefing sessions with regional and local management,

and local office staff have taken place in conjunction

with each overseas Board meeting. Non-Executive

Directors report to the Board following any

engagement activity with theworkforce.

Employee surveys

We conduct periodic employee surveys and use this

feedback to improve our performance and culture.

All-Hands

We host All-Hands sessions, divided into

departmental All-Hands and geographical All-Hands

sessions. These sessions include a question and

answer segment, providing two-way communication

and further engagement.

State of our One Nation

The Executive Chairman sends out a weekly email

update to all our people to ensure that they are kept

informed of global events, industry developments,

business activities, key highlights and Group and/or

departmental milestones.

Community groups

Championed by our Global Chief People Officer and

managed by our local People team, these voluntary

employee-led groups aim to foster a diverse and

inclusive workplace. Current groups include

Pride.Monks, Enable.Monks, Melanin.Monks,

Cultura.Monks, Caregiver.Monks, APINH.Monks

and WoMMen in Tech. These groups operate at a

global and local level fostering cultural recognition

and continuous learning of its members and our

organisation as a whole.

Speak up

Our Speak Up system allows for an anonymous

reporting line for our people to raise any concerns,

in addition to non-anonymous ways through HR

managers and the Head of Legal. The Board,

through the Audit and Risk Committee, receive

regular updates.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 82

The role of the Board continued

How we engage with our shareowners

Our main engagement methods are listed below:

Annual Report

and Accounts

Our Annual Report and Accounts are available

to all shareowners, and we aim to make our

Annual Report and Accounts as accessible as

possible. Shareowners can opt to receive a hard

copy in the post, or PDF copies via email or from

our website. Shareowners can also contact

our Company Secretary to request a copyvia

cosec@s4capital.com.

Senior Independent Director

Should shareowners have any concerns, whichthe

normal channels of communication to the Executive

Chairman or Group Chief Financial Officer

have failed to resolve, or for which contact is

inappropriate, then our Senior Independent Director,

Rupert Faure Walker, is available to address

them. Rupert can be contacted via the Company

Secretary (cosec@s4capital.com).

Shareowners consultation

When considering material changes to our Board,

strategy or our remuneration policies, we will always

seek to engage with shareowners.

Annual General Meeting

The AGM provides an opportunity for our

shareowners to question the Directors and

the Chairs of each of the Board Committees.

Information on the 2026 AGM is on page 112.

Investor meetings

The Executive Chairman, together with the Group

Chief Financial Officer and Chief Growth Officer meet

with the Company’s largest institutional shareowners

to hear their views and discuss any issues or concerns.

During the year the Executive Chairman, Group Chief

Financial Officer and Chief Growth Officer held over

200 investor meetings, in person and virtually.

Following the announcement of our results,

theCompany’s largest shareowners, together with

financial analysts, are invited to a presentation with

a question and answer session by the Executive

Chairman, Group Chief Financial Officer and Chief

Growth Officer. The webcasts are made available to

all shareowners via thewebsite.

Corporate website

Our website is regularly updated and has a

dedicated investor section, which includes all

our Annual Report and Accounts, our results

presentations and contact details.

How we

engage with

our shareowners

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 83

Audit and Risk Committee Report

“The Committee

remained focused on

assisting the Board in

overseeing financial

reporting, internal

controls and the

effective management

ofprincipalrisks”

Letter from the Chair

Committee membership

Colin Day: Chair

Rupert Faure Walker

Margaret Connolly (from 3 October 2025)

Sue Prevezer KC (until 3 October 2025)

Dear shareowners,

As Chair, I present my report on the activities of the Audit

and Risk Committee for the year ended 31 December 2025.

The Committee has been established by the Board primarily

for the purpose of overseeing the accounting, financial

reporting, internal controls and risk management processes

and the audit of the financial statements of the Group.

The Committee’s role and responsibilities are set out in

the Committee’s Terms of Reference, which are available

on our website, www.s4capital.com/investors and are

reviewedannually.

The Committee plays an important role in assisting the

Board in its oversight of the quality and integrity of the

Group’s external financial reporting and accounting policies

and practices for the benefit of its shareowners and other

key stakeholders.

During the year, the Committee continued to oversee the

Group’s financial reporting process and the integrity of the

financial statements, including consideration of significant

judgments and key reporting assumptions. It also monitored

the progress on finance transformation initiatives and

enhancements to forecasting processes, as well as the

ongoing integration of the Content and Data&Digital

Media practices and the associated financial reporting

andcontrolconsiderations.

The Committee maintained oversight of risks and

developments within the control environment as well as

the continued strengthening of risk reporting within the

Group’s governance framework. It reviewed management’s

preparations for evolving obligations under the UK

Corporate Governance Code and related regulatory

requirements, considering the implications for risk

management and internal controls.

The Committee assessed the effectiveness of the internal

audit function and oversaw the work of the external

auditors in providing assurance over the Group’s financial

statements and governance arrangements.

The Committee also oversaw the external appointment

ofaGroup Chief Financial Officer.

As part of my responsibilities, I continued to visit key

finance locations across NAMER, APAC, EMEA and LATAM

to engage with local management and finance teams,

and to share insights from these visits with my fellow

Committeemembers.

We remain

focused on

assisting

theBoard

Colin Day

Chair, Audit and Risk Committee

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 84

Audit and Risk Committee Report continued

Significant issues considered by the Committee

during the year

In discharging its duties by reviewing the financial

accounts of the Company and the auditor’s report,

theCommittee considered and discussed the following

keyfinancialmatters:

• Revenue recognition: The Committee oversaw internal

audit reports and management responses into revenue

recognition. Due to the size and complexity of contracts,

particularly in Marketing Services, management’s

judgement remains key, and the Committee was generally

satisfied with the approach taken.

• Taxation: The Committee assessed the reasonableness

of provisions for uncertain tax positions and the approach

taken in respect of BEAT and Pillar 2. The Committee

reviewed the appropriateness of the disclosures in the

Annual Report, and the Board reviewed and approved the

Group’s tax strategy statement, which is available on the

Company’s website at www.s4capital.com.

• Deferred taxation: the Committee reviewed the

management’s assessment of deferred tax positions

particularly in relation to business combinations and

carriedforward losses.

• Impairment review: The Committee reviewed

management’s approach to, and recommendations

in respect of, the annual impairment review. This was

performed at the two cash-generating units (CGUs)

as well as on the Company’s investment in subsidiary.

The Committee reviewed management’s approach and

recommendations and concluded that management’s

assessment was appropriate.

Audit and Risk Committee activities in 2025

The main areas of the Committee activities during the 2025

financial year included:

Financial and narrative reporting

• Identify the material areas where significant or key

judgments were applied, based on reports from both the

Group’s management and the external auditor.

• Review the information and underlying assumptions

presented in support of the impairment, going concern,

and viability assessment.

• Assess the consistency and appropriateness of the

financial control and reporting environment.

• Monitor updates on the finance transformation project,

which has been progressing steadily.

Internal control and risk management

• Reviewed the effectiveness of the Company’s systems of

risk management and internal controls, together with the

Enterprise Risk Management Framework.

• Performed a review of the Company’s principal

and emerging risks and uncertainties, risk appetite

statements, risk owners and risk response plans.

• Review of material control framework to voluntarily

comply with the revised 2024 UK Corporate

GovernanceCode.

• Received updates on information security, information

governance, data privacy and the Group’s IT infrastructure.

Compliance, whistleblowing and fraud

• Reviewed reports arising from the Speak Up Line.

• Evaluated management’s identification of fraud risk and

its implementation of anti-fraud measures, as required by

the Economic Crime and Corporate Transparency Act.

Internal audit

• Approved the Internal Audit Charter and the annual

internal audit plan.

• Reviewed key themes and findings from the internal

auditreviews and tracked follow-up actions from

previousreviews.

External auditor

• Reviewed the scope of, and findings from, the external

audit undertaken by PricewaterhouseCoopers LLP (PwC)

as the external auditor.

• Assessment of the performance, continued objectivity

and independence of, and fees charged by, PwC.

Key focus for 2026

Alongside the regular cycle of matters that the Committee

schedules for consideration each year, we are planning over

the next 12 months to focus on the following areas:

• Conduct deep dives into the Group’s principal risks and

uncertainties to evaluate their potential impact and the

effectiveness of mitigation measures.

• Oversee the ongoing transformation of the finance

function, including systems consolidation and

processimprovements.

• Continue to review and assess the work being undertaken

around compliance with provision 29 of the revised

2024 UK Corporate Governance Code including the

development of an ongoing assurance plan; and

• Support the in-house Internal Audit function in

performing risk-based audits across material areas

ofthebusiness.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 85

Audit and Risk Committee Report continued

Internal audit

The Committee is responsible for monitoring and reviewing

the operation and effectiveness of the Group’s Internal

Audit function, including its independence, strategic focus,

activities, plans and resources. During the year, the function

was strengthened through three new appointments,

forming a team responsible for providing assurance on the

adequacy and effectiveness of the Group’s internal controls

and risk management systems.

The Group’s internal audit plan is prepared in accordance

with standards promoted by the Chartered Institute of

Internal Auditors. The Committee meets regularly with the

Head of Internal Audit to review progress against the plan.

The Committee is satisfied that the Internal Audit function

has the necessary integrity, objectivity and competency to

fulfil its mandate. It has also satisfied itself that the Internal

Audit function has adequate standing and is free from

management or other restrictions.

External audit

The Committee has primary responsibility for overseeing

the relationship with, and performance of, the external

auditor, PwC. This includes making recommendations to

the Board concerning the appointment, reappointment

and removal of the external auditor, as well as assessing its

independence on an ongoing basis.

PwC has served as external auditor since 2018. The current

lead audit partner, Jason Burkitt, has been in position

since2023.

The Group is required to put the external audit out to

tender at least every 10 years in line with regulatory

requirements. PwC has acted as the Group’s external

auditor since 2018. The Audit & Risk Committee reviews

the effectiveness, independence and objectivity of the

external auditorannually.

During the year, the Committee reviewed the external

auditor’s performance and concluded that the external

auditor remains independent, objective and effective in its

role and should be re-appointed for a further year. On the

recommendation of the Committee, the Board is therefore

putting forward a resolution at this year’s AGM to re-appoint

PwC as external auditor for a further year.

The Committee’s policy is that the external auditors should

not undertake any work outside the scope of their annual

audit and the review of the interim financial statements.

TheCommittee has discretion to grant exceptions to this

policy where it considers that exceptional circumstances

exist and that independence can be maintained,

whilsthaving due regard to the FRC’s Revised Ethical

Standard 2024. The Committee’s approval is required to

instruct PwC to perform non-audit services.

Fees

The audit fees for the year ended 31 December 2025

amounted to £3.8 million (2024: £4.0 million). The non-audit

fees for the year ended 31 December 2025 amounted to

£0.4 million (2024: £0.5 million). Further information is

available on page 143.

Fair, balanced and understandable

At the request of the Board, the Committee considered

whether, in its opinion, the 2025 Annual Report, taken as

a whole, is fair, balanced and understandable. In its review,

the Committee examined the preparation and review

process and considered the continuing appropriateness

of the accounting policies, important financial reporting

judgments and the adequacy and appropriateness of

disclosures. Board and Committee members received

drafts of the Annual Report for their review and input,

whichprovided an opportunity to discuss the drafts with

both management and the external auditor.

Following its review and the Committee’s recommendation,

the Board believes that the 2025 Annual Report and

Accounts is representative of the year and, taken as a

whole, is fair, balanced and understandable and provides

the information necessary for shareowners to assess

the Group’s position, performance, business model

andstrategy.

Going concern and long-term viability

The Committee considered the going concern position as

detailed on page 129. Having reviewed and challenged the

downside assumptions, forecasts and mitigation strategy of

management, the Committee believes that the Group and

Company are adequately placed to manage its business

and financing risks.

The Directors have a reasonable expectation that the Group

and Company have adequate resources to continue in

operational existence for a period longer than 12 months

from the date of signing the financial statements, while

maintaining sufficient headroom against the Group’s banking

covenants. Therefore, the Directors continue to adopt the

going concern basis in preparing the financial statements.

The Directors, having considered the longer-term viability

assessment as detailed on page 24, confirm that they have

a reasonable expectation that the Group and Company will

be able to continue in operation and meet their liabilities as

they fall due over the viability period to 31 December 2028.

In forming this conclusion, the Directors have reviewed

the Group’s strategic plan, financial forecasts and liquidity

position, and have assessed the resilience of the business

model through stress testing against a range of severe but

plausible scenarios, including a significant reduction in

demand and revenue relative to the Board-approved plan.

These assessments considered the potential impact on

profitability, cash flows, liquidity headroom and compliance

with debt covenants. The Directors also considered the

mitigating actions available to management, including

Additional information

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Capital plc Annual Report and Accounts 2025 86

Audit and Risk Committee Report continued

cost reduction initiatives, workforce planning measures,

optimisation of the Group’s service portfolio, and financial

management actions such as refinancing or utilisation of

available credit facilities. Taking these factors into account,

together with the Group’s available liquidity including its

undrawn revolving credit facility, the Directors are satisfied

that the Group has sufficient financial and operational

flexibility to withstand such severe but plausible downside

scenarios and remain viable over the assessment period.

Risk management

The Board has overall responsibility for setting the Group’s

risk appetite and ensuring that there is an effective

risk management and internal controls framework in

place and has delegated the responsibility for review of

the risk management methodology and effectiveness

of internal controls to the Audit and Risk Committee.

TheGroup’s Enterprise Risk Management (ERM)

framework is used to inform the Board of the key risks

across the global organisation, using both a ‘top-down’

and‘bottom-up’ approach to provide a holistic view of the

key operational,financial, commercial and strategic risks

facingthebusiness.

Both the Audit and Risk Committee and Board have reviewed

and approved the Group’s principal risks, whichare detailed

on pages 19 to 22. In addition, eachprincipal risk has a senior

leader owning it, who is also responsible for documenting the

corresponding risk response plan, which is submitted to the

Group CFO for review andmonitoring.

Internal controls

Financial reporting is governed by a global finance manual

and Group minimum financial controls to ensure consistency

in record-keeping and consolidation. Results and forecasts

are consolidated centrally by the Group finance team on a

monthly basis, reviewed by the Group Financial Controller

and Group FP&A and Transformation Director, and

presented to senior leadership for discussion. Eachbusiness

unit is required to self-certify its compliance with the

minimum financial controls on a semi-annual basis, while

Internal Audit conducts risk-based audits throughout the

year and reports findings to the Audit and Risk Committee.

Speak Up

The Committee oversees the Group’s Speak Up Policy and

procedures. Concerns can be raised by employees with

managers, HR or the Head of Legal or can be reported

by anyone, anonymously, if necessary, to a confidential

hotline. The Committee received regular reports on matters

raised. In 2025, a total of 28 cases were reported through

the programme, over 82% of which were HR-related.

Each issue was investigated under our standard

investigation procedures and appropriate steps were

taken ranging from action against specific individuals to

formalising local or global policies. No material issues

wereidentified.

Membership of the Committee and attendance

at meetings

The Committee is comprised solely of independent

Non-Executive Directors with a wide range of experience.

As the Chair of the Committee, I am considered by the

Board to have recent and relevant financial experience.

My biographical details and those of my fellow Committee

members can be found on pages 71 to 73. Meeting

attendance of the Committee members can be found on

page 77. The Board is satisfied that the Committee has

the resources and expertise to fulfil its responsibilities.

Byinvitation, the Executive Chairman, Group Chief

Financial Officer, Head of Internal Audit, Group Financial

Controller, General Counsel and Company Secretary and

external auditors (PwC) attend Committee meetings.

The Committee met five times during the year. To further

facilitate open dialogue and assurance, the Committee

holds private sessions with the internal and external

auditors without members of management being present.

During the year, Sue Prevezer KC stepped down from the

Audit and Risk Committee following their resignation from

the Board on 3 October 2025. The Committee thanks Sue

for her valuable contributions. On the same date, Margaret

Connolly was appointed as a member of the Committee.

Committee effectiveness

An evaluation of the effectiveness of the Board and its

Committees was undertaken just after the year end,

in line with the requirements of the revised 2024 UK

Corporate Governance Code. The results confirmed that

the Committee is operating effectively. The Committee

considered that during the year, it continued to have access

to sufficient resources to enable it to carry out its duties and

has continued to perform effectively. Further information on

the Board effectiveness review is available on page 88.

As Chair of the Audit and Risk Committee, I am available to

shareowners and stakeholders should they wish to discuss

any matters within this report or under the Committee’s

area of responsibility generally, whether at the AGM or by

writing to the General Counsel and Company Secretary at

cosec@s4capital.com.

Colin Day

Chair, Audit and Risk Committee

23 March 2026

Additional information

Nomination and Remuneration Committee Report

“The Committee is

committed to ensuring

thatexecutive remuneration

is aligned with the

challenging business

environment and its

impact on the financial

results, reflecting the

Company’s strategy,

performance and long‑term

shareownervalue”

Letter from the Chair

Committee membership

Nirvik Singh: Chair (Non-Executive Director from 1 May 2025,

Committee Chair as of 3 October 2025)

Colin Day

Miles Young

Rupert Faure Walker

Sue Prevezer (until 3 October 2025)

Dear shareowners,

As Chair of the Nomination and Remuneration Committee,

I am pleased to present the Committee’s Report for

the financial year ended 31 December 2025. I am also

extremely grateful to my predecessor, Sue Prevezer,

who retired from the Board and from the Committee in

October 2025. Theother members of the Committee are

Rupert Faure Walker, Colin Day and Miles Young. Allfour

of us are considered by the Board to be independent

Non-ExecutiveDirectors.

Board composition and succession planning

2025 was a year of leadership transition following the

announcement in January 2025 of Mary Basterfield,

theformer Group Chief Financial Officer, stepping down.

Following an extensive and rigorous search process,

wewere pleased to appoint Radhika Radhakrishnan as

thenew Group Chief Financial Officer on 1 May 2025.

As part of a process of ongoing Board refreshment, I joined

the Board as a new Non-Executive Director with effect

from 1 May 2025. Alina Kessel also joined the Board as a

Non-Executive Director on 14 November 2025 (standing for

election at the AGM in 2026), replacing Elizabeth Buchanan

who subsequently retired from the Board on 31 December

2025. In respect of Board composition and succession

planning, the Committee monitors both with reference to an

agreed skills matrix, which analyses each Director’s areas

of expertise to ensure there is alignment for the successful

execution of the Company’s strategy.

Board diversity

Diversity, as articulated in the Board’s Diversity Policy,

isbroader than just that of gender and ethnicity and

remains a priority for the Committee and the Board as a

whole. There are currently three women on the Board out

of a total of nine Directors (33% female representation).

Weare conscious that this is below the 40% recommended

by the FTSE Women Leaders Review, and therefore this

is being kept under active review. We currently meet the

requirement that at least one senior Board position (being

the Chair, Chief Financial Officer or Senior Independent

Director) is held by a woman, withRadhika Radhakrishnan

holding the position of Group Chief Financial Officer.

TheCommittee is committed to improving the gender

diversity across the Board.

Nirvik Singh

Chair, Nomination and Remuneration Committee

The

management

team has

demonstrated

significant drive

and leadership

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Nomination and Remuneration Committee Report continued

During 2025, and as at the date of this report, the Board

met the recommendation to have at least one Director

from an ethnic minority on the Board. Further details of

our Board Diversity Policy are available on our website,

www.s4capital.com. Information on the Company’s

Diversity, Equity and Inclusion (DE&I) Policy and the

diversity of the workforce as a whole are set out in the ESG

section of the Strategic Report from page 42. In addition,

on page 75 we include details of the gender and ethnic

balance across the Board and senior management.

Directors’ Remuneration Policy

The Committee is responsible for determining the Directors’

Remuneration Policy, which provides the overall framework

for payments to the Directors. No payment can be made

to a Director, which is inconsistent with the Policy. The

Committee is also responsible for implementing the Policy

and its application to specific Executive Directors. There

are formal and transparent procedures in respect of the

Committee’s work, based around a regular cadence of

Committee meetings and additional support. Shareowners

approved a new Remuneration Policy at the AGM in June

2025. The Policy was approved by a large majority with

91% of votes in favour. As explained last year, the Policy

was broadly unchanged from the prior version but we made

a number of minor amendments to the Policy to ensure

its ongoing suitability for the Company. We considered

the current state of the business, the opportunities for the

coming years (including AI), the need to attract and retain

top executive talent, common market practice and the

views of major investors and relevant representative bodies.

Directors’ remuneration in 2025

During 2025 the business again experienced challenging

trading conditions reflecting the global macroeconomic

conditions and clients’ caution and fears of recession

and conflicts. This resulted in a difficult year for new

business and longer sales cycles, particularly for larger

transformation projects. The management team focused

on managing costs, reshaping teams and improving

operations efficiency to align the workforce with business

reality. Throughout this difficult period, the management

team has demonstrated significant drive and leadership

and a commitment to regaining the confidence of the

market. This has formed the context for the decisions

taken by the Committee. The Committee remains very

conscious of the competitiveness of global talent markets

and the challenges this presents in recruiting and retaining

senior leaders. We continue to encourage an approach to

executive compensation which allows UK-listed companies

to be competitive against peers in other markets.

Each Executive Director participated in the annual

cash bonus scheme for 2025, with payments based on

performance against both financial (75% weighting)

and non-financial (25%) measures. For 2025, we made

some changes to the financial measures, with targets

linked to EBITDA margin, EBITDA (absolute number),

netrevenue (absolute number) and cash conversion.

Forthe non-financial measures, targets were linked to

ESG performance, DE&I, ongoing business integration and

usage of AI within the business. The full targets are set out

on page 98.

After the year end, the Committee reviewed performance

against the targets set. Both financial and non-financial

targets were partially met, with 35% (out of 75%) and

12.5% (out of 25%), leading to a total bonus outcome of

47.5% of the maximum. However, mindfulof the Company’s

overall financial results for the year, theCommittee chose to

exercise downwards discretion and override this formulaic

calculation, determining a bonus achievement of nil,

therefore resulting in no bonus payment to the Directors

forthe year.

We considered whether new long-term share incentives

should be granted to the Executive Directors in 2025,

ultimately concluding only to grant such awards to the new

Group Chief Financial Officer. Awards were also made to

senior executive leaders below Board level, in the interests

of the competitiveness of their compensation packages

and to ensure ongoing alignment with shareowners. The

performance conditions for the Group Chief Financial

Officer’s award are the same as those granted to other

participants, with half of the award subject to a net revenue

measure and the other half based on EBITDA. These are

key financial measures for the business and indicators of

the Group’s success. In both cases, a single target has

been set to focus participants on sustained growth in

both net revenue and EBITDA over the three-year period

covered by the award. The award is structured as a mixture

of share options and conditional shares. The Group Chief

Financial Officer’s award was pro-rated to reflect her period

of service during 2025. The award includes a two-year

post-vesting holding period. Full details of this award are

setout on page 100.

Additional informationOur business Strategic Report Governance Report Financial statementsSustainability

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Nomination and Remuneration Committee Report continued

During 2025 Sir Martin Sorrell and Scott Spirit (a former

Executive Director) continued to participate in the separate

Incentive Share Scheme ,which was established at the

time of S

Capital’s creation in 2018 and which rewards

the growth in value of the invested capital in S

Capital 2

Limited. During 2025, the Nomination and Remuneration

Committee agreed to extend the life of this scheme for a

further seven years, to 6 July 2032. This ensures that the

plan can continue to operate and incentivise the current

participants in the event of significant value creation by

the Group. At 31 December 2025, the minimum growth

condition for this scheme had not been met and therefore

awards are not yet capable of being exercised.

All decisions taken during 2025 were consistent with

the Directors’ Remuneration Policy and the Committee

therefore considered that the Policy operated as intended

during the year. The Policy provides the Committee with

appropriate flexibility to make the right decisions in the

best interests of the business and of shareowners. This was

evidenced by the decisions reached in respect of 2025.

Group Chief Financial Officer

Radhika Radhakrishnan’s remuneration package is in line

with the Director’s Remuneration Policy. Her basic salary

is £400,000 and she receives a pension contribution at

a level of 4% of salary, aligned to the contribution rate

for the majority of UK employees. She has an annual

bonus opportunity of 100% of basic salary, dependent

on the achievement of the same performance conditions

that apply to the other Executive Director. Long-term

equity incentives were agreed as part of her package. As

discussed above, she received a long-term incentive award

during 2025 on the same terms as other key employees.

In addition, it was also agreed that Radhika would receive

a separate new hire equity award when she joined the

Company, as part of the terms of her recruitment. This

award will vest after two years subject to continued

employment and the satisfaction of specific performance

conditions linked to her role. This award is designed so that

Radhika has a clear incentive to drive further improvements

in the finance function over the medium term, and will

contribute towards her building a significant holding of

shares. Full details of the awards are set out on page 100.

Mary Basterfield stepped down as Chief Financial

Officer following Radhika’s appointment. She received

no payments for loss of office but remained employed

by the Company in a transitional role until 31 December

2025, during which time she received her salary and

other benefits. She was also eligible for consideration

for an annual bonus in respect of 2025. The Committee

determined that she was a good leaver for the purposes

of her outstanding equity awards, recognising the terms

of Mary’s departure, the fact that she was not leaving to

join another company, her commitment to her role during

the handover period and the absence of any matter which

would have automatically conferred bad leaver status. As

a good leaver, she retains a pro-rated entitlement to her

outstanding equity awards. Full details of these awards

were disclosed to shareholders in the required website

statement when Mary stepped down from the Board in May

2025. An updated summary of all the relevant remuneration

elements linked to Mary’s departure is set out on page 101.

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Nomination and Remuneration Committee Report continued

Remuneration plans for 2026

For 2026, all elements of the Executive Directors’ pay will

continue to be in line with the approved Remuneration

Policy. As at the date of this report, the Committee has

not yet finalised a decision on any salary increases to

apply to the Executive Directors for 2026. Any increases,

if agreed, will be effective no earlier than 1 April 2026

and, among other things, will take into account any salary

increases agreed for the wider workforce. Full disclosure

of any changes to Directors’ salaries will be provided in

next year’s Directors’ Remuneration Report at the latest.

Pension and benefits provision to the Executive Directors

will remainunchanged.

Under the annual bonus scheme, Executive Directors

will continue to have the opportunity to earn up to

100% of salary as a bonus, subject to the satisfaction of

performance conditions linked to strategically important key

financial and non-financial measures. 90% of the bonus

will be payable by reference to performance measured

against financial metrics, including EBITDA margin, EBITDA

(absolute number), net revenue (absolute number) and

cash conversion. These metrics all align with our focus on

improving profitability against the backdrop of ongoing

macro challenges. The remaining 10% of the bonus will be

payable by reference to key non-financial objectives. This

includes measures linked to integration and increase in

usage of AI.

The exact targets for the annual bonus scheme are

currently considered commercially confidential, but as

normal will be disclosed in full in next year’s Directors’

Remuneration Report alongside a discussion of the level

ofperformance achieved.

At this stage the Committee has not made any final

decisions regarding the potential grant of long-term

incentive awards to the Executive Directors in 2026.

Anyawards will be consistent with the terms of the

Directors’ Remuneration Policy, with full details provided

innext year’s Remuneration Report.

The Board (excluding the Non-Executive Directors) is

responsible for determining Non-Executive Director fees.

No changes to Non-Executive Director fee levels are

proposed for 2026.

UK Corporate Governance Code

The Committee follows the UK Corporate Governance

Code and remains confident that the overall approach to

remuneration is aligned to the 2024 version of the Code,

against which the Group is now formally reporting.

The overall Directors’ Remuneration Policy and the way it

is implemented is aligned with the strategy of the business

and the promotion of long-term sustainable success.

As a business, we seek to generate value by using our

technology and data to create exceptional content,

distributed by digital media. The success of this approach is

to a significant extent measured by financial performance.

A key component of the incentive schemes is rewarding

the achievement of challenging targets based on financial

measures, which include among others EBITDA margin,

EBITDA and net revenue. These are indicators of the

success of our strategic objectives and measures, which are

closely tracked internally and by S

Capital’s shareowners

and market analysts. This is supplemented by a focus on

non-financial measures, which are critical to the long-term

value of the business. The ultimate value of the separate

Incentive Share scheme to participants is closely correlated

with the long-term success of the business since its

foundation in 2018 and incorporates an extended vesting

period, consistent with the expectations of the Code.

We comply with the provisions on malus and clawback

introduced in the 2024 version of the Code, other than

in respect of the Incentive Share Scheme. Details of the

circumstances in which malus and clawback may be

invoked, and the description of the period covered by these

provisions, are included on page 94. Malus and clawback

provisions were not used during 2025.

There are two areas where we do not fully comply with the

remuneration-related elements of the Code:

• Provision 36: The remuneration package for the new

Group Chief Financial Officer includes a new hire

equity award, which does not have a total vesting and

holding period of five years or more. As explained

above, this award was agreed as part of the recruitment

arrangements for the role and is intended to incentivise

and reward role-specific performance over a two-year

period. The separate long-term incentive award granted

to the Group Chief Financial Officer in 2025 includes a

standard three-year performance period and two-year

post-vesting holding period. As previously disclosed,

and in relation to a similar matter, certain equity awards

granted to the former Group Chief Financial Officer do

not include a total vesting and holding period of five years

or more. The reason for this was explained in previous

Directors’ RemunerationReports.

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Nomination and Remuneration Committee Report continued

• Provision 37: The Incentive Share scheme does not

include malus or clawback provisions, nor does the

Committee have the ability to override the formulaic

outcome of the scheme. This is due to the long-term

nature of the plan and the fact that participants in the

scheme can only receive benefits once shareowners

have experienced significant growth in the value of their

investment. In line with the Code, the other incentives

in place for Directors (the annual bonus scheme, the

equity incentives for the Group Chief Financial Officer,

including long-term incentive awards) include malus

and clawback provisions and provisions, which give the

Committee the ability to override the formulaic outcome

of the performance tests if deemed appropriate. Similar

arrangements will apply to any new long-term incentive

offered to the Executive Directors in the future.

Discretion

The Committee oversees the application of discretion in

accordance with the Remuneration Policy. The Committee

exercised its discretion to treat Mary Basterfield as a good

leaver under the terms of the Employee Share Ownership

Plan for the purposes of her outstanding equity awards,

during the year under review. In addition, the Committee

exercised discretion to reduce the cash bonus outcome

for all Executive Directors and the performance outcome

for the former Group Chief Financial Officer’s 2025 equity

awards from 47.5% to nil.

Committee engagement

The Committee welcomes the engagement of shareowners

and is committed to maintaining an open dialogue

regarding any nomination or remuneration-related matters.

The Committee continued to reflect on and consider

shareowner views on remuneration when implementing the

Directors’ Remuneration Policy throughout 2025.

In early 2025, my predecessor Sue Prevezer wrote to major

shareowners and the proxy voting agencies explaining

the proposed changes to the Directors’ Remuneration

Policy for which approval was sought at the 2025 AGM,

and subsequently had a number of conversations with

shareowners to discuss the changes. Others provided

comments in writing. Further discussions took place ahead

of the AGM. The Committee was grateful for all shareowner

feedback received during the year.

I remain as committed to ongoing dialogue with

shareowners as my predecessor, and welcome any

comments or questions; should shareowners wish to raise

any matters with me, please do not hesitate to get in touch

via the Company Secretary.

Nirvik Singh

Chair, Nomination and Remuneration Committee

23 March 2026

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Remuneration Report

Summary of the Directors’ Remuneration Policy

The Directors’ Remuneration Policy was approved by

shareowners at the AGM on 4 June 2025 and will continue

to apply until no later than the AGM in 2028. Payments

to Directors and payments for loss of office can only be

made if they are consistent with the terms of the approved

Remuneration Policy. The Committee will be required to

seek shareowner approval if it wishes to make a payment to

a Director which is not envisaged by the approved Policy.

A summary of the key features of the Policy is included

below. The full Policy can be found on pages 84 to 91 of the

2024 Annual Report and is also available on the Group’s

website at www.s4capital.com/investors. If there is any

discrepancy between the summary and the full Policy,

thefull Policy will prevail.

Policy table for Executive Directors

The table below sets out the core components of the

remuneration package for Executive Directors and

explains the purpose of each element and how it furthers

the strategy of the Group. The table also summarises the

operation of each element and its performance conditions

(where relevant), the maximum reward opportunity and the

relevant performance metrics.

Element Purpose and link tostrategy Operation Maximum opportunity Performance assessment

Base salary A fixed element of the

Executive Directors’

remuneration, intended

to provide a base level

ofincome.

Salary is reviewed annually and otherwise by

exception. Takes into account the role performed

by the individual and information on the rates of

pay for similar jobs in companies of comparable

size and complexity.

Annual increases will ordinarily be in line with

awards to other people within the Group.

Consistent with other roles within the Group,

otherspecific adjustments may be made to

take account of any changes to individual

circumstances, such as an increase in scope

and responsibility, an individual’s development

and performance in the role and any realignment

following changes in market levels.

An individual’s performance is one of

the considerations in determining the

level of annual increase in salary.

Benefits A fixed element of the

Executive Directors’

remuneration, intended to

provide a market-competitive

benefitspackage.

Benefits such as insurance, fully-expensed

transportation, private medical insurance and life

assurance may be paid to the Executive Directors

in line with market practice.

Benefits are set at a level which the Nomination

and Remuneration Committee considers to be

commensurate with the role and comparable

with those provided in companies of a similar

sizeandcomplexity.

n/a

Pension A fixed and standard

element of the Executive

Directors’ remuneration to

supportretirement.

Takes into account the role performed by the

individual, the level of pension provided to the

wider workforce, and the legal requirements in the

country of appointment. Payment may be made

into a Company pension scheme, private pension

plans or paid as cash in lieu.

The maximum level of pension contribution is

aligned with the rate payable to the majority of

the workforce or the legal requirements in the

Executive Directors’ country of appointment.

n/a

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Remuneration Report continued

Element Purpose and link tostrategy Operation Maximum opportunity Performance assessment

Annual

Bonus

Scheme

The annual bonus scheme

is intended to reward

Executive Directors for

their achievements and the

performance of the Group in

the financialyear.

Following the end of each financial year, the

Nomination and Remuneration Committee reviews

actual performance against the objectives set under

the scheme and determines awardsaccordingly.

Awards are normally paid in cash but the

Nomination and Remuneration Committee has

discretion to determine if a proportion of the bonus

should be invested in shares. Where a Director

has not met their shareholding guidelines, any

bonus over 100% of basic salary will be deferred

into shares and subject to a minimum two-year

holdingperiod.

At the discretion of the Committee, for

certain leavers, a pro-rata annual bonus may

become payable at the normal payment date

for the period of employment and based on

full-yearperformance.

Maximum 150% of basic salary.

The Nomination and Remuneration Committee

has discretion regarding the amount payable for

achieving a minimum level of performance.

The targets against which

annual performance is judged

are determined annually by the

Nomination and Remuneration

Committee. Annual performance

may be assessed against

a combination of financial,

operational, strategic and personal

goals, typically with a majority

weighting on financial goals.

Malus and clawback provisions

apply to payments under the annual

bonus scheme. For more details see

page 98.

Incentive

Scheme

The Incentive Shares and

Options are intended to

motivate the Executive

Directors who are invited

to subscribe for them to

contribute towards the

long-term development

oftheGroup.

The Nomination and Remuneration Committee

reviews the development of the Group against the

terms of the scheme, as described on page 104.

In aggregate, for all holders of Incentive Shares

and Options, 15% of the growth in value of

Capital 2 Limited, as described on page 104.

A compound annual growth rate

of 6% since the foundational

investment into S

Capital 2 Limited,

as described on page104.

Employee

Ownership

Plan (ESOP)

Motivate and incentivise

employees and Executive

Directors to contribute to the

long-term development of

theGroup.

As set out on page 94,

Executive Directors

may become eligible to

participate in other long-term

incentive arrangements if

deemedappropriate.

Awards over shares which vest subject to the

satisfaction of performance. The vesting period

willbe up to four years.

Awards can be structured as options (with

or without an exercise price) or conditional

shareawards.

For Executive Directors, 200% of salary per

annum (or 250% in exceptional circumstances) for

performance share awards. If other types of award

are made, these would have a similar equivalent

fairvalue.

The Nomination and Remuneration Committee has

discretion regarding the amount, which may vest

for achieving a minimum level ofperformance.

This threshold vesting level will vary depending on

the awards that are granted under theESOP.

Performance conditions will be

linked to key strategic priorities or

other targets identified at the time

of grant. Normally there will be a

majority or exclusive weighting on

financial targets (which may include

targets linked to share price).

Malus and clawback provisions

apply to theseawards.

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Element Purpose and link tostrategy Operation Maximum opportunity Performance assessment

Ownership

Guidelines

Requires the Executive

Directors to hold a minimum

level of shares both during

and after the period of

theiremployment.

Executive Directors are encouraged to build up

and then subsequently hold a minimum level of

shareholding as soon as reasonably practicable

following appointment with the expectation

that this will normally be within five years

ofappointment.

Executive Directors are also required to maintain a

minimum level of shareholding for a period of two

years following the cessation of their employment.

The minimum shareholding, which should be built

up by an Executive Director, is a holding equivalent

in value to 200% of their basicsalary.

Executive Directors must also maintain a

shareholding for a minimum period of two years

following the cessation of their employment of

the lower of (1) the in-employment shareholding

requirement of 200% of salary; and (2) the

individual’s actual shareholding at the time of

theirdeparture.

n/a

Malus and clawback

The Annual Bonus Scheme includes malus and clawback provisions which may be invoked

by the Nomination and Remuneration Committee at its discretion within the two-year period

following the payment of any bonus in the following circumstances:

• a material misstatement of the financial results of theCompany;

• the identification of an error in the calculation of the grant or determination of a

performance target;

• action or conduct which amounts to fraud or gross misconduct or other circumstances

which would have warranted summary dismissal;

• a material failure of risk management;

• circumstances which have a significant impact on the reputation of the Group; and/or

• the insolvency of the Group.

The equity incentives granted to certain Executive Directors under the Employee Share

Ownership Plan are subject to similar malus and clawback provisions. Furthermore, the

Committee intends that similar provisions will be applied to any new long-term incentive

scheme put in place during the lifetime of the Remuneration Policy.

The two-year clawback period is viewed as appropriate as it provides a suitable defined

timeframe for the Group to detect and identify any circumstance which would merit the

clawback provisions being invoked.

Due to the long-term nature of the rewards offered by the Incentive Share scheme, which

only allows the owners of the Incentive Shares to receive benefits under the scheme once

shareowners have experienced significant growth in the value of their investment, there are

no malus and clawback arrangements in respect of awards under this scheme. Awards are,

however, subject to leaver provisions intended to motivate holders to remain with the Group

over the long term, subject to extension.

Nomination and Remuneration Committeediscretion

The Nomination and Remuneration Committee will operate the incentive schemes in

accordance with the relevant scheme rules. Consistent with standard market practice,

theCommittee has certain discretions regarding the operation and administration of these

schemes, including as to:

• participants;

• timing of grants or awards;

• size of awards;

• determination of how far performance metrics have beenmet;

• treatment of leavers or arrangements on a change of control; and

• adjustments of targets and/or measures if required following a specific event

(e.g.material acquisition ordisposal).

Any use of these discretions would be explained in the annual report on remuneration

forthe relevant year.

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In addition, and in accordance with good practice, the Committee has the discretion to

adjust the formulaic outcome of the annual bonus scheme and equity awards granted

to Executive Directors to reflect overall business performance over the vesting period.

A similar discretionary override would be put in place for any new long-term incentive

arrangement put in place during the lifetime of the Remuneration Policy.

Additional long-term incentive arrangements

Under this Remuneration Policy, the Committee has the flexibility to agree additional

long-term incentive arrangements for Executive Directors during the lifetime of the Policy.

This reflects the fast-moving nature of the business environment and the potential need to

react quickly to changing circumstances without needing formal shareowner approval for

an amendment to the Policy. Any new scheme would be aligned to the Company’s medium

and long-term strategy and would include appropriate performance metrics linked to the

financial performance of the Company (unless the Committee determines that other targets

are appropriate).

If any new long-term incentive plan is established, the limit on the size of individual awards

would be a grant over shares worth up to 200% of basic salary each year if granted as

performance shares (with flexibility to increase to 250% of basic salary in exceptional

circumstances). If other types of awards are made, these would have a similar equivalent

fair value. Such awards would vest over a period of up to four years, subject to the

satisfaction of performance targets as noted.

Recruitment

When hiring a new Executive Director, the Committee will use the Remuneration Policy as

the initial basis for formulating the individual’s package. To facilitate the hiring of candidates

of the appropriate calibre to implement the Group’s strategy, the Committee may include

any other remuneration component or award not explicitly referred to in this Remuneration

Policy (or a higher award opportunity than that set out in the Remuneration Policy table)

sufficient to attract the right candidate. Any long-term incentive award granted to a new

appointee would be up to a maximum of 250% of basic salary per annum whilst any annual

bonus award would have a maximum opportunity of 150% of basic salary.

Awards outside the Policy would only be made (i) if they are considered a necessary

part of an acquisition which involves a new Director joining the Board; and/or (ii) to buy

out awards being foregone by the incoming Executive Director, with the value of these

buyout awards reflecting the value of the awards foregone. It is the Committee’s intention

that any buyout award would reflect the same delivery vehicle, performance and vesting

horizon of the awards foregone. Where the recruitment requires the individual to relocate,

appropriaterelocation costs may beoffered.

In determining the appropriate remuneration, the Committee will take into consideration

all relevant factors, including the quantum and nature of the remuneration, to ensure the

arrangements are in the best interests of the Company and its shareowners.

Contracts of service

The Company’s policy is to offer contracts of employment that attract, motivate and retain

skilled people who are incentivised to deliver the Company’s strategy.

The Executive Directors have service agreements with the Company but are remunerated

pursuant to agreements concluded with other entities in the Group. A summary of

the agreements pursuant to which the Executive Directors are remunerated is set out

asfollows.

The service agreements are available for inspection at the Company’s registered office.

Director Date of appointment Date of contract

Notice period

(months)

Sir Martin Sorrell

28 September 2018

24 June 2018 12

Radhika Radhakrishnan

1 May 2025 1 May 2025 12

Note:

1. Sir Martin has acted as a Director of S

Capital 2 Limited since its foundation on 23 May 2018, which is

the effective date of the start of his employment pursuant to his service agreement.

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Policy on payments for loss of office

The service agreements for the Executive Directors allow for lawful termination of

employment by making a payment in lieu of notice or by making phased payments over

any remaining unexpired period of notice. There is no automatic or contractual right to

annual bonus payments. At the discretion of the Committee, for certain leavers, a pro-rata

annual bonus may be payable at the normal payment date for the period of employment and

based on full-year performance. Should the Committee decide to make a payment in such

circumstances, the rationale would be fully disclosed in the annual Remuneration Report.

The equity incentives awarded to Executive Directors under the Employee Share Ownership

Plan include customary leaver provisions. In certain specific ‘good leaver’ circumstances

(death, illness or disability, the business for which the individual works no longer being

part of the Group, or any other reason determined by the Committee), the Committee may

determine that awards which have not vested at the date of cessation shall continue and be

available for vesting on the normal vesting date. The extent of vesting would depend upon

the satisfaction of the relevant performance conditions.

The award would also be subject to a pro-rata reduction to reflect the number of completed

days in the period between the grant date and the date of cessation as a proportion of the

total number of days in the vesting period. The Committee has the discretion to disapply

this time pro-rating if deemed appropriate. If the Committee deems the individual to be a

‘bad leaver’, then any unvested award would lapse immediately on the date of cessation.

In the event of a change of control or winding up of the Company, the Committee has the

discretion to determine that the performance conditions would continue to apply, and that

the number of shares which vest would be subject to prorating to reflect the number of

completed days between the grant date and the date of the corporate event.

The Committee reserves the right to make additional liquidated damages payments outside

the terms of the Directors’ service contracts where such payments are made in good faith

in order to discharge an existing legal obligation, or by way of damages for breach of such

an obligation, or by way of settlement or compromise of any claim arising in connection with

the termination of a Director’s office or employment.

Statement of consideration of employment conditions elsewhere in

theGroup

The Group operates in fast-moving sectors across multiple jurisdictions. Pay levels and

structures for people across the organisation are designed to be competitive and to reflect

the dynamics in specific markets. Performance-related pay is a significant part of the

remuneration of many employees, with annual cash incentives and equity awards used

as appropriate to ensure suitably competitive compensation packages. The Committee

regularly considers matters relating to compensation across the organisation and takes

this into account when making decisions on the Directors’ Remuneration Policy. Although

certain elements of remuneration arrangements for the Executive Directors (such as the

Incentive Share Scheme) differ from those available to other employees, theCommittee

is satisfied that there is sufficient alignment between the Directors and other employees.

There is a focus on performance across all levels of the business. For example,

Groupfinancial and non-financial performance (which determines bonus payments to the

Executive Directors) is taken into account when awarding bonuses to employees across the

Group. Among other things, the Committee compares the level of bonus outcome for the

Directors with awards for others across the business to consider alignment and fairness.

Consideration of shareowner views

The Committee considers it extremely important to maintain open and transparent

communication with the Company’s shareowners. The views of shareowners are received

through various avenues, such as at the AGM, during meetings with investors and through

other contact during the year. These views are considered by the Committee and help to

inform the development of the overall Remuneration Policy.

In early 2025 the Committee Chair wrote to major shareowners and the leading proxy voting

agencies to seek their feedback on the shape of the Policy and the proposed changes to

the Policy ultimately approved at the AGM in June 2025. The comments received were

considered by the Committee and taken into account when finalising the Policy.

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Policy table for the Non-Executive Directors

Element Purpose and linkto strategy Operation Maximum opportunity

Performance

assessment

Fees To attract and retain Non-Executive

Directors with adequate experience

andknowledge.

The fees of the Non-Executive Directors are determined by the Board based

upon comparable market levels and time commitment. The Non-Executive

Directors do not participate in any performance-related incentive

arrangements, nor do they have any entitlement to benefits or pension

contributions. Directors may be paid additional amounts for services such

asacting as the Senior Independent Director or as a Committee Chair.

The maximum fees payable are subject

to an aggregate annual limit as set out in

the Articles of Association, which is

currently £500,000.

n/a

Letters of appointment

The terms of appointment of the Non-Executive Directors are set out in their respective

letters of appointment. Appointment as a Non-Executive Director is subject to a three-month

notice period. The Group has no obligation to make termination payments if a Non-Executive

Director is not re-elected as a Director at an AGM.

The appointment of Rupert Faure Walker is governed by his appointment letter with

Limited, which remained in place following the completion of the Company’s acquisition

of S

Capital 2 Limited on 28 September 2018.

Director Date of appointment Date of letter of appointment

Notice period

(months)

Rupert Faure Walker 28 September 2018 12 March 2021

Daniel Pinto 24 December 2018 4 December 2018 3

Margaret Ma Connolly 10 December 2019 6 December 2019 3

Miles Young 1 July 2020 30 June 2020 3

Colin Day 2 August 2022 2 August 2022 3

Nirvik Singh 1 May 2025 1 May 2025 3

Alina Kessel 14 November 2025 14 November 2025 3

Note:

1. A new letter of appointment was signed with Rupert Faure Walker on this date, superseding those

dated 24 June 2018 and 10 September 2018.

Recruitment of new Non-Executive Directors

Any new Non-Executive Director appointed during the period covered by this Remuneration

Policy will have their remuneration set in line with the provisions of the Policy table.

Annual Remuneration Report

The information provided in this Annual Remuneration Report is subject to audit where

indicated. Details of the Directors’ interests in the share capital of the Company are set

out on page 103. The remuneration of the Executive Directors for the year to 31 December

2025 is presented below with a comparison for the year to 31 December 2024.

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Salary (audited)

The annual salaries for the current Executive Directors for 2025 were as follows:

Sir Martin Sorrell

£267,8 0 0

Radhika Radhakrishnan £400,000

Note:

1. Sir Martin Sorrell’s salary was increased by 3% with effect from 1 April 2025, from £260,000 to

£267,800, consistent with the average merit increase across the wider workforce.

Pension (audited)

For 2025, all Executive Directors’ pensions were aligned with the rate for the wider UK

workforce, at 4% of basic salary. Radhika Radhakrishnan’s and Mary Basterfield’s

contributions were paid into the Company’s pension scheme. Sir Martin Sorrell received a

payment of a cash amount in lieu of pension.

Annual bonus scheme (audited)

The 2025 bonus scheme was based on the achievement of performance targets linked to

the Group’s strategic priorities. 75% of the bonus was payable by reference to performance

against Group financial metrics, and the remaining 25% was payable by reference to key

non-financialobjectives.

The specific financial metrics and targets are set out in the table below.

Weighting (% of

total bonus) Targets Result

EBITDA margin

15% EBITDA margin as a

percentage of net revenue of

11.5%

12.1%

EBITDA (absolute number)

20% £85.4m

£81.2m

Net revenue (absolute number)

20% £742.6m

£673m

Cash conversion

20% EBITDA to cash conversion

ratio of 70% to 80%

162.3%

Note:

1. Defined as EBITDA less capex expenditure less the change in working capital, divided by EBITDA.

Executive Directors’ remuneration as a single figure (audited)

Salary

All taxable

benefits

Annual bonus

Long-Term

Incentives Pension Other Total

Total fixed

remuneration

Total variable

remuneration

£000 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

Sir Martin Sorrell

266 260 123 121 – 96 – – 10 10 – – 399 487 399 391 – 96

Radhika Radhakrishnan

267 – 2 – – – – – 11 – – – 280 – 280 – – –

Mary Basterfield

150 401 2 5 – 148 – – 6 16 – 83 158 653 158 422 – 231

Total 683 661 127 126 – 244 – – 27 26 – 83 837 1,14 0 837 813 – 327

Notes:

1. Taxable benefits include, and in the case of Sir Martin Sorrell exclusively comprise, amounts relating to health insurance.

2. Total remuneration for Sir Martin Sorrell is the aggregate remuneration of the highest paid UK Director.

3. Disclosures for Radhika Radhakrishnan relate to the period from her appointment to the Board on 1 May 2025.

4. Disclosures for Mary Basterfield for 2025 relate to her services as a Director up to 1 May 2025.

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For the 25% of the bonus subject to non-financial objectives, targets were set based on the ongoing integration of the various businesses within S

Capital, Diversity, Equity and Inclusion,

ESG and AI, as summarised below.

Objective Targets

Weighting (% of

total bonus) Achievements Score

Diversity, Equity

and Inclusion

• Increase our year-over-year representation of Women in Leadership

(job levels 8–11)

• Successful continuation of S

Fellowship and S

Women’s

LeadershipProgram

2.5%

• No change observed, Women in Leadership remaining at 36.9%

• S

Women’s Leadership Program was successfullyheld – 5th year of

theprogram

50%

ESG • Accelerate our SBTi transition plan on emission reduction

activities to be net zero by 2040

• Prepare for ESG audits and implement controls in anticipation of

CSRDcompliance

• Increase EcoVadis score

2.5%

• No accelerated SBTi reduction activities were undertaken in 2025,

though progress remains aligned with our SBTi net-zero targets

• Not applicable, as the company does not fall within the latest reporting

scope under the CSRD Omnibus revisions

• Increased EcoVadis score from 49/100 to 66/100, bronze rating, top35%

50%

Integration • Unifying business processes to improve efficiency and further

enhance the ‘one S

Capital’ approach

• Identifying and managing execution of opportunities to integrate

the Group’s physical presence

• Working as an integrated team to identify and execute

opportunities to grow the top line

10%

• Work done on integrating legacy Content and Data and Digital Mediainto

Marketing Services

• Further work to be done on fully integrating across Marketing Services

and Technology Services

50%

AI • Monks.Flow enabled for 20 existing clients

• Monks.Flow used by 50% of internal team

10%

• Monks.Flow targets partly met

50%

Following the end of the financial year, the Committee considered in detail the

achievements against both the financial and non-financial targets, which on a formulaic

basis resulted in a bonus equivalent to 47.5% of themaximumopportunity. This reflected

ascore of 35% out of 75% for the financial measures and 12.5% out of 25% for the

non-financial measures.

However, mindful of the Company’s overall financial results for the year, the Committee

considered that the formulaic calculation was not representative of Group or share price

performance during the year and therefore chose to exercise its discretion and override the

formulaic calculation, resulting in a determination of a bonus level of nil, meaning that no

bonus was paid to the Executive Directors.

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100

Remuneration Report continued

Long-term incentives granted during the year (audited)

As explained in the Statement from the Chair of the Nomination and Remuneration Committee, during the financial year under review the new Group Chief Financial Officer was granted a

long-term incentive award under the Employee Share Ownership Plan (ESOP). This award was granted as a mix of market-priced share options and conditional share awards, as set out in

the table below. The total value of the award was agreed at 100% of salary (pro-rated for the year). However, only a portion of the award was granted during the year. The Nomination and

Remuneration Committee has agreed that a top-up award will be granted in 2026 to rectify the situation. Full details will be included in the relevant regulatory announcement and in next

year’s Remuneration Report.

Director Date of grant Basis of award Face value of award Number of shares/options awarded

Exercise price Vesting date

Radhika

Radhakrishnan

8 May 2025 25% of salary

£66,849 187,305 share options £0.3569 8 May 2028

8 May 2025 25% of salary

£66,849 187,305 conditional shares n/a

8 May 2028

Notes:

1. Share price used to calculate the award was £0.3569, representing the 30-day volume-weighted average price as at 2 January 2025. The same pricing approach was used for all long-term incentive awards

granted to employees in 2025. This share price was higher than the share price on the date of grant (£0.241).

2. The salary for the calculation was pro-rated to reflect the period of service during 2025 (1 May to 31 December).

3. These awards were granted as conditional share awards and do not have an exercise price.

The vesting of the award is subject to performance conditions based on the following

targets, measured over the three-year period 1 January 2025 to 31 December 2027:

Performance measure Weighting Target

Net revenue growth

50% 5% CAGR

EBITDA growth

50% 10% CAGR

No awards vest until May 2028, i.e. three years after the date of grant. Awards which vest

to the Executive Director are then subject to a further two-year post-vesting holding period.

Inthe event of the above targets being met over the performance period, the award will

vest. The targets will be assessed independently of each other.

New hire award granted during the year (audited)

In accordance with the terms of her appointment, Radhika Radhakrishnan received a new

hire award when joining the Company under the Employee Share Ownership Plan (ESOP).

This award was granted in conditional shares with performance conditions attached to

theaward. The total value of the award was agreed at 100% of salary. However, only a

portion of the award was granted during the year. The Nomination and Remuneration

Committee has agreed that a top-up award will be granted in 2026 to rectify the situation.

Full details will be included in the relevant regulatory announcement and in next year’s

Remuneration Report.

Director Date of grant

Face value

ofaward

Number of

sharesawarded

Exercise

price (£) Vesting date

Radhika

Radhakrishnan

8 May 2025 £168,990

568,990

conditional shares

n/a

8 May 2027

Notes:

1. The number of shares was calculated by a specific formula linked to the share price as at the date of

grant and the Group CFO’s salary.

2. Represents the face value of the award at the date of grant, on the basis of the £0.297 30-day

volume-weighted average share price.

3. As conditional share awards, these awards do not have an exercise price.

This new hire award will vest after a two-year period, subject to the satisfaction of the

performance targets. These targets are currently deemed to be commercially confidential

as they relate to objectives specific to the Group CFO’s role and the Company’s finance

function. They will be disclosed after the end of the performance period.

The Nomination and Remuneration Committee will assess the extent to which these targets

have been achieved at the end of the vesting period. The new hire award is not subject to a

post-vesting holding period.

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Remuneration Report continued

Non-Executive Directors’ remuneration as a single figure (audited)

£000

Year to

31December2025

Year to

31December2024

Rupert Faure Walker 60 53

Sue Prevezer

46 49

Daniel Pinto 50 44

Elizabeth Buchanan

50 44

Margaret Ma Connolly 50 44

Miles Young 50 44

Colin Day 62 54

Nirvik Singh

36 –

Alina Kessel

6 –

Notes:

1. The basic fee is £50,000 per annum, with an additional fee of £10,000 paid to the Senior Independent

Director and the Chair of the Nomination and Remuneration Committee and an additional fee of

£12,500 paid to the Chair of the Audit and Risk Committee. There were no increases to the fees

payable to the Non-Executive Directors during 2025.

2. Sue Prevezer retired from the Board on 3 October 2025.

3. Elizabeth Buchanan retired from the Board on 31 December 2025.

4. Nirvik Singh joined the Board on 1 May 2025.

5. Alina Kessel joined the Board on 14 November 2025.

Payments for loss of office/Payments to past Directors (audited)

Mary Basterfield stepped down as Group Chief Financial Officer and as a Director on

1May 2025. She remained employed in an advisory capacity until 31 December 2025.

Thefollowing arrangements were agreed in connection with her departure.

She continued to receive her basic salary until the termination of her employment on

31December 2025.

The Company will continue to pay in respect of Mary and her family premiums to a private

medical scheme for a period of 12 months from 31 December 2025.

Mary was eligible to participate in the annual bonus scheme for the period worked in 2025,

up to a maximum opportunity of 100% of basic salary. Taking into account performance

during 2025, as discussed on page 98, there was no bonus payment for the year 2025.

Mary holds a number of outstanding equity awards under the terms of the Employee Share

Ownership Plan (ESOP). Given Mary’s status as a good leaver, it was agreed that these

awards will continue and will vest on their normal vesting date, subject to the satisfaction of

the applicable performance conditions, and pro-rated for time.

This includes the annual equity awards which were made in connection with terms originally

agreed as part of Mary’s recruitment to S

Capital plc in 2021, as disclosed in previous

Directors’ Remuneration Reports. Mary received four separate awards (in each of 2022,

2023, 2024 and 2025), as a mixture of market-priced options and conditional shares, each

with performance tested against the same measures and targets as for the relevant year’s

annual bonus scheme. The Nomination and Remuneration Committee determined the

relevant performance outcome and agreed the ultimate level of vesting for each award.

The vesting date for all four awards is 2 August 2026. In light of Mary’s departure,

the number of shares/ options which will vest has been reduced on a pro-rata basis.

Followingthis pro-rating, the number of shares/options which will vest is set out below:

Original grantdate

Number of shares/options to vest in August 2026

(i.e.followingapplication of time pro-rating)

2 August 2022 72,269 market-value share options

72,269 conditional shares

13 July 2023 92,979 market-value share options

92,979 conditional shares

28 March 2024 199,111 market-value share options

199,111 conditional shares

8 May 2025 nil market-value share options

nil conditional shares

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102

Remuneration Report continued

The 2025 award was subject to the same performance conditions as the 2025 annual bonus scheme, as set out in the bonus section earlier in this report. Taking into account performance

against these measures, the total vesting level for the award was 0%. Thenumber of shares awarded and the number scheduled to vest following the assessment of the performance condition

(and the application of time pro-rating) is set out in the tablebelow.

Director Date of grant Face value of award Number of shares/options awarded

Exercise price

(£) Vesting proportion

No. of shares

options to vest

Value as at

31 Dec 2025

Vesting date

Mary

Basterfield

8 May 2025 £250,000 841,751 share options 0.2970

0% nil £nil 2 Aug 2026

8 May 2025 £250,000 841,751 conditional shares n/a

0% nil £nil 2 Aug 2026

Notes:

1. The number of shares awarded and the exercise price for the share options was based on the 30-day volume weighted average price per share, as calculated on the date of grant.

2. These awards were granted as conditional share awards and do not have an exercise price.

3. Of the total value, £ nil is deemed attributable to share price appreciation since the date of grant.

In addition to the awards discussed above, Mary retains the long-term incentive award

granted under the terms of the ESOP in July 2023. This award, which was granted as a

mix of 197,436 premium-priced share options and 197,436 conditional shares, is subject

to the achievement of a performance condition based on share price performance over the

three-year period ending in July 2026. To the extent that the performance conditions are

met, theaward will be pro-rated for time.

No further remuneration payment for services as a Director or payment for loss of office has

been, or will be, made to Mary. Mary remains subject to the post-employment shareholding

requirement as set out in the Directors’ Remuneration Policy.

Directors’ interests in shares and share options (audited)

Details of Directors’ interests in Ordinary Shares, unvested and vested share awards, and

Incentive Shares are shown in the table below. Sir Martin Sorrell is a substantial shareowner

in the Company as a consequence of his foundational investment into S

Capital 2 Limited.

The Directors’ Remuneration Policy includes a minimum shareholding requirement for

Executive Directors to build and hold shares equivalent in value to 200% of their basic

salary. This holding should be built up as soon as reasonably practicable following

appointment and with the expectation that this will normally be within five years of

appointment. The Policy also includes a requirement for Executive Directors to maintain a

shareholding for a minimum period of two years following the cessation of their employment

of the lower of (1) the in-employment shareholding requirement of 200% of salary; and (2)

the individual’s actual shareholding at the time of their departure.

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Remuneration Report continued

Details of Directors’ interests in Ordinary Shares, unvested and vested share awards, and Incentive Shares as at 31 December 2025, or their date of resignation (if earlier), are set out in the

table below.

Director

Interest in Ordinary

Unvested Share

Awards and Share

Options subject to

performance

conditions

Unvested Share

Awards and Share

Options subject to no

performance

conditions

Vested but

unexercised Share

Options

Interest in incentive

instruments

Shareholding

requirement (% of

basic salary)

Shareholding

requirement met

Executive Directors

Sir Martin Sorrell

54,229,810 – – – 4,000 200% Yes

Radhika Radhakrishnan

– 943,600 – – 200% No

Non-Executive Directors

Rupert Faure Walker

1,008,450 – – – – – –

Daniel Pinto

13,572,769 – – – – – –

Margaret Ma Connolly

19,523 – – – – – –

Miles Young

50,000 – – – – – –

Colin Day

109,695 – – – – – –

Nirvik Singh

– – – – – – –

Alina Kessel

– – – – – – –

Former Directors

Elizabeth Buchanan

37,777 – – – – – –

Sue Prevezer

293,512 – – – – – –

Mary Basterfield

60,618 1,166,726

728,718

– – 200% No

Notes:

1. Sir Martin Sorrell holds 4,000 A2 Incentive Shares and also holds the B share.

2. These awards reflect the share options and conditional share awards granted during 2023 under the long-term incentive plan (as disclosed in last year’s report) and also include the separate share award granted

to Mary Basterfield in 2025 in connection with the arrangements agreed at the time of her recruitment.

3. Reflects the number of share options and conditional share awards remaining from the awards granted to Mary Basterfield in 2022, 2023 and 2024 in connection with the arrangements agreed at the time of her

recruitment. These awards are scheduled to vest in August 2026. There are no further performance conditions attached to these awards.

4. Comprises 232,600 shares held personally and 13,340,169 shares acquired by Stanhope Entrepreneur Fund, a growth capital fund managed by Stanhope Capital Group, of which Daniel Pinto is Chief Executive.

There were no changes to Directors’ interests during the period from 31 December 2025 to the date of this report.

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Remuneration Report continued

The S

Capital 2 Limited Scheme

Arrangements were put in place shortly after the formation of S

Capital 2 Limited (formerly

Capital Limited) to create incentives for executives who were expected to make key

contributions to the success of the Group. The Group’s success depends upon the sourcing

of attractive investment opportunities and the improvement of the performance of any

businesses that are acquired. Accordingly, an incentive scheme (the S

Capital 2 Limited

Scheme, or the Incentive Share Scheme) was created to reward key contributors for the

creation of value through the use of Incentive Shares.

Sir Martin Sorrell subscribed for A2 Incentive Shares in May 2018 and Scott Spirit (former

Executive Director) was granted an option to subscribe for A1 Incentive Shares in January

2020. The terms of these awards are set out in the table below.

Director

Number of Incentive

Instruments Date of issue

Sir Martin Sorrell 4,000 A2 Incentive Shares 29 May 2018

Scott Spirit

2,000 A1 Incentive

Share options

Option issued 27 January 2020

following Nomination and Remuneration

Committee approval December 2019

Note:

1. Scott Spirit also has an option to subscribe for up to an additional 666 A1 Incentive Shares in the event

of the issue of any further Incentive Shares by the Directors. The purpose of this additional award is to

ensure that his interest in the Incentive Shares is maintained at the same level (5%, being one-third of

the total 15%) in the event of the issue of further Incentive Shares.

There were no new Incentive Shares awarded under the S

Capital 2 Limited Scheme

during the year ended 31 December 2025.

The Directors of S

Capital 2 Limited have the authority to issue a further 2,000 A1 Incentive

Share options. The issue of further Incentive Shares will not increase the aggregate

entitlement of the holders of Incentive Shares above 15% of the growth in value of

Capital 2 Limited.

The Incentive Shares are subject to a number of conditions, as follows.

Terms of the S

Capital 2 Limited Scheme

The Incentive Shares entitle the holders, subject to certain performance criteria and

leaver provisions, to up to 15% of the growth in value of S

Capital 2 Limited from the

plan’s inception provided that the growth condition (as described below) has been met.

Thegrowth in value of S

Capital 2 Limited is measured against the market capitalisation of

the Company based on an average of the mid-market closing price of the Ordinary Shares

over the preceding 30 trading days, plus any dividends or distributions to the Company’s

shareowners prior to the date of calculation and then deducting the net asset value of the

Company on a standalone basis, ignoring the investment in S

Capital 2 Limited and its

subsidiaries, and deducting the aggregate amount invested in the Company whether in

cash or by issue of shares in its acquisitions, mergers and combinations.

Provided that the growth condition has been satisfied, the Incentive Shares entitle the

holders to their return upon a sale or combination of S

Capital 2 Limited, its liquidation,

thetakeover or combination of the Company or, if none of those events had occurred

prior to 9July 2023 (being the fifth anniversary of the combination with Media.Monks

by S

Capital 2 Limited), if Sir Martin Sorrell serves notice on the Company requiring it to

acquire all of the Incentive Shares eligible for sale on or before 6 July 2032 or such later

date as the Company and each of the Incentive Share classes agree. A decision to extend

the life of the plan beyond its original end date of 9 July 2025 was agreed during 2025,

as explained in the letter from the Nomination and Remuneration Committee Chair. If Sir

Martin serves such a notice, the growth in value of S

Capital 2 Limited is measured against

the market capitalisation of the Company based on an average of the mid-market closing

price of the Ordinary Shares over the preceding 30 trading days, plus any dividends or

distributions over time. Once triggered, all of the Incentive Shares eligible for sale receive

value at the same time on a pro-rata basis and then automatically reset such that they may

receive the same return over a further period of up to seven years, subject to extension.

The consideration payable if the Incentive Shares are triggered, save on a takeover,

liquidation or combination of S

Capital 2 Limited, will be satisfied by the issue of Ordinary

Shares in S

Capital plc at the average of the mid-market closing price of the Ordinary

Shares over the 30 trading days preceding the triggering of the Incentive Shares.

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Remuneration Report continued

Capital plc FTSE 350

13 Sep

2018

31 Dec

2018

31 Dec

2020

31 Dec

2019

31 Dec

2022

31 Dec

2023

31 Dec

2021

31 Dec

2025

31 Dec

2024

100

700

600

500

400

300

800

200

Growth condition

The growth condition is the compound annual growth rate of the invested capital in

Capital 2 Limited being equal to or greater than 6% per annum since the foundational

investment into S

Capital 2 Limited on 29 May 2018. The growth condition takes into

account the date and price at which shares in S

Capital 2 Limited have been issued,

thedate and price of any subsequent share issues and the date and amount of any

dividends paid, or capital returned by S

Capital 2 Limited to the Company. Any cash

raisedby the Company from time to time has been and will continue to be invested in

Capital 2 Limited so that the growth condition will apply to that capital also.

As at 31 December 2025, the growth condition had not been met as there had been no

growth in the invested capital when measured against the Company’s market capitalisation.

Compulsory redemption

If the growth condition is not satisfied on or before 6 July 2032, or such later date as the

Company and each of the Incentive Share classes agree, the Incentive Shares must be sold

to the Company at a price per Incentive Share equal to the subscription price of £25.00 per

Incentive Share.

Leaver provisions

The Incentive Shares are subject to leaver provisions. If a holder of Incentive Shares ceases

to be employed by, or hold office with, the Group, that holder will become a ‘Leaver’ and,

depending on the circumstances of their departure, certain aspects of their Incentive

Shares may be subject to forfeiture.

Total Shareholder Return

The chart below illustrates the performance over the period of an investment of £100 in the

Company’s shares made on 13 September 2018, shortly before the Company acquired the

Group and was re-admitted to trading on the Official List, to 31December 2025. This has

been compared to the performance of the same investment on the same date in the FTSE

350. This comparator has been chosen as it is a broad equity market index of large and

medium-sized UK-listed companies, many of which have an internationaldimension.

Note:

1. Source: LSEG Workspace.

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Remuneration Report continued

The table below sets out the Executive Chairman’s total remuneration as a single figure, together with the percentage of maximum annual bonus awarded over the same period as the

previous chart in respect of the Company’s share price.

Director

Year to 31

December 2018

Year to 31

December 2019

Year to 31

December 2020

Year to 31

December 2021

Year to 31

December 2022

Year to 31

December 2023

Year to 31

December 2024

Year to 31

December 2025

Executive Chairman single figure

of remuneration (£000)

140 272 218 203 509 371 487 399

Annual bonus payout (% of maximum)

100% 85% 75% 0% 40% 0% 37% 0%

Share award vesting (% of maximum)

n/a n/a n/a n/a n/a n/a n/a n/a

Percentage change in remuneration of Directors compared to employees

The table below shows the year-on-year percentage change in salary, benefits and bonus for each of the current Directors for each of the last five financial years, compared with the

average change in employee pay.

The figures for the Directors are based on the disclosures in the single total figure table on page 98 and the corresponding tables from previous Directors’ Remuneration Reports.

2025 vs 2024 2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020

Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus

Executive Directors

Sir Martin Sorrell 2.3% 1.7% (100.0%) 0.8% 17. 4% 100.0% 3.0% 22.6% (100.0%) 150% 14% 100% 33% 62% (100%)

Radhika Radhakrishnan

– – – – – – – – – — – – – – –

Non-Executive Directors –

Rupert Faure Walker 13.2% – – 10.4% – – 11. 8% – – (4%) – – 32.0% – –

Daniel Pinto 13.6% – – 15.8% – – – – – — – – 36.0% – –

Margaret Ma Connolly

13.6% – – 15.8% – – – – – — – – 36.0% – –

Miles Young

13.6% – – 15.8% – – – – – — – – – – –

Colin Day

14.8% – – 20.0% – – – – – — – – – – –

Nirvik Singh

– – – – – – – – – — – – – – –

Alina Kessel

– – – – – – – – – — – – – – –

All UK Group employees

2, 3

 3.0% (5.6%) –

1.3% 5.9% (2.9%) 4.0% – 25.0% 4.0% 3.0% (68.0%) (6.0%) (6.0%) (67.0%)

Notes:

1. Percentage change not shown for these Directors in certain periods as they had part-year service for one of the comparative periods.

2. Included to provide a more representative sample of the wider employee base in the UK. The listed entity, S

Capital plc, has no direct employees.

3. There has been an amendment to the Bonus data presented last year.

4. As at the date of writing, final 2025 bonuses for all UK employees have yet to be finalised.

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Remuneration Report continued

Pay ratio

The table below reports the pay ratio for the year ended 31 December 2025 and has been

calculated using the method known as Option A, which involves calculating a single figure

for each UK employee based on their actual pay for the year. This ensures that the most

accurate information is used for the purposes of calculating the ratio and is the option most

favoured by investors.

Year

Method

25th

percentile

payratio

Median

payratio

75th

percentile

payratio

2025

Option A 10.9 6.7 5.0

Total pay and benefits £000

36.5 60.0 80.6

Salary £000

36.5 59.3 80.6

2024

Option A 11. 5 7. 9 5.8

2023

Option A 8.4 6.0 4.5

2022

Option A 12.1 8.5 6.2

2021

Option A 5.0 3.6 2.6

2020

Option A 5.3 3.7 2.8

2019

Option A 6.8 5.8 4.1

Note:

1. The calculations of the pay for the employees at the different levels have been calculated as of

31December of each relevant year.

A full-time equivalent calculation has been applied to the pay of part-time employees and

those leaving or joining during each year to ensure an appropriate annualised comparison

with the pay of the Executive Chairman. The Committee believes that the median pay ratio

for 2025, as disclosed in the table above, is reflective of the current pay policies across

the UK employee base at this stage, and is consistent with the wider pay, reward and

progression policies affecting UK employees. Employees’ pay packages are designed to

be competitive and to ensure that performance as a whole is rewarded through appropriate

incentive schemes. As illustrated in the table above, the 2025 pay ratio decreased across all

quartiles compared to the prior year.

Capital is a global business with approximately 6,350 employees in 33 countries.

Multiple different compensation arrangements have been inherited from the various

businesses acquired over the period since S

Capital was established. A key focus of

management in recent years has been to ensure a greater level of harmonisation of

people and compensation practices across the whole Group. Pay and benefits policies

and practices are increasingly standardised across the whole Group, with fixed pay

supplemented by variable compensation to reward key talent effectively in what remain

very competitive employment markets. Equity is granted to selected key employees in the

form of long-term incentives (mirroring the approach taken for certain Executive Directors).

The Committee regularly reviews wider workforce remuneration, with a focus on the

incentives available across the organisation, cash bonus awards, equity grants to key

employees and salary increases. On a number of occasions during the year, members of the

Committee have engaged with representatives of the wider workforce to discuss a number

of issues, including the culture of the business, performance and the experience of working

for S

Capital. This, plus the insights gained from the people teams within the organisation

has ensured the Committee has a good understanding of remuneration matters across

theGroup.

Relative importance of spend on pay

The table below shows the relative importance of spend on pay for all of the Group’s people

in comparison to distributions to shareowners. Total pay includes wages and salaries,

pension costs, social security and share-based payments. The Board is recommending a

final dividend of 1.1 pence per share in respect of the year ended 31 December 2025.

Year to

31December

2025

Year to

31December

2024 % change

Average number of employees

6,744 7,4 9 8 -10%

Total personnel costs (£000)

503,873 581,515 -13%

Total distributions to shareowners (£000)

7,371 6,100 21%

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Remuneration Report continued

Statement of voting on remuneration

The table below provides details of the voting results on (1) the Directors’ Remuneration

Report resolution; and (2) the Directors’ Remuneration Policy resolution presented for

shareowner approval at the AGM in June 2025.

Votes for Votes against

Total

votescast

Votes

withheld

Approve the Directors’

Remuneration Report

268,735,303 9,203,870 277,939,173 103,345

96.69% 3. 31%

Approve the Directors’

Remuneration Policy

253,476,10 3 24,446,786 277,922,889 119,6 29

91.20% 8.80%

Nomination and Remuneration Committee membership and meetings

The Committee is comprised solely of independent Non-Executive Directors with a wide

range of experience. Biographical details of the Committee Chair and members can be

found on pages 71 to 73. The Committee met seven times during the year and the meeting

attendance of the Committee members can be found on page 77. Additional attendees at

Committee meetings may include the Executive Chairman, Group Chief Financial Officer,

Global Chief People Officer, Company Secretary, and the Head of Rewards. No individual

participates in decisions regarding their own remuneration.

The Board is satisfied that the Committee has the resources and expertise to fulfil its

responsibilities, and the Committee is authorised to seek external legal or independent

advice as it sees fit.

The Terms of Reference for the Committee were last reviewed in December 2025. A copy of

the Committee’s current Terms of Reference can be found on the Company’s website.

External advisers

Korn Ferry is the Committee’s remuneration adviser and was appointed by the

Committee in 2019 following the Committee’s decision to seek regular external advice

on remuneration matters and consideration of potential providers. Korn Ferry provides

independent commentary and advice, together with updates on legislative requirements,

best practice and market practice to assist with its decision making. The fees paid to Korn

Ferry in respect of work carried out for the Committee during 2025 totalled £58,815.

Fees are determined on a time and materials basis using standard hourly rates for Korn

Ferryconsultants.

The Committee undertakes due diligence to ensure that the remuneration advisers remain

independent of the Group and that the advice provided is impartial and objective. Korn

Ferry reports directly to the Committee and is a member of the Remuneration Consultants

Group and operates under its code of conduct. No other services were provided by Korn

Ferry to the Company during 2025.

Implementation of Remuneration Policy for 2026

The Directors’ Remuneration Policy approved at the AGM in 2025 will continue to operate

for the year ending 31 December 2026. The Nomination and Remuneration Committee

intends to implement the Policy as follows.

Basic salary

As at the date of this report, the Committee has not yet finalised a decision on any salary

increases to apply to the Executive Directors for 2026. Any increases, if agreed, will be

effective no earlier than 1 April 2026 and, among other things, will take into account salary

increases for the wider workforce. Full disclosure of any changes to Directors’ salaries will

be provided in next year’s Directors’ Remuneration Report at the latest.

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Remuneration Report continued

Pension and benefits

Executive Directors’ pension provision will continue unchanged at a rate of 4% of

basicsalary.

Benefits will be similar to those provided in 2025.

Annual bonus

The Committee has decided that the annual bonus scheme for 2026 will operate in a

broadly similar manner to that in place for 2025, however with a stronger focus on the

financial objectives. 90% of the bonus will again be payable by reference to performance

measured against financial metrics, including EBITDA margin, EBITDA, Net Revenue and

cash conversion. The remaining 10% will be payable by reference to key non-financial

objectives, including measures linked to the ongoing integration of the various businesses

within S

Capital and the increased use of AI across the business. The specific targets

are currently considered commercially confidential but full details will be disclosed in next

year’s Remuneration Report after the end of the performance period. The maximum bonus

opportunity for 2026 will remain at 100% of basic salary.

The bonus scheme includes the discretion to adjust formulaic outcomes as well as recovery

and withholding provisions, as summarised in the Directors’ Remuneration Policy.

Share incentives

It is the Committee’s intention that Radhika Radhakrishnan will receive a long-term

incentive award in 2026. At the time of writing the exact terms of the award have not yet

been finalised by the Committee. The Committee does not have any plans to grant any

equity award to the other Executive Director at the time of writing. Any awards will be

consistent with the terms of the Directors’ Remuneration Policy, with full details provided in

next year’s Remuneration Report.

Non-Executive Directors

The Non-Executive Directors receive a base fee of £50,000, with an additional fee of

£10,000 paid to the Senior Independent Director and the Chair of the Nomination and

Remuneration Committee, and an additional £12,500 paid to the Chair of the Audit and

Risk Committee. There are no changes proposed to the Non-Executive fees for 2026.

Anychanges to fee levels will be disclosed in next year’s Directors’ Remuneration Report.

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Directors’ Report

Capital plc is incorporated and domiciled in the UK and is registered in England and

Wales with the registered number 10476913. The correspondence address and registered

office of the Company is 12 St James’s Place, LondonSW1A1NX.

This report has been drawn up and presented in accordance with, and in reliance upon,

applicable English law and the liabilities of the Directors in preparing this report shall be

subject to the limitations and restrictions provided by such law. The Directors’ Report is

designed to inform shareowners and help them assess how the Directors have performed

their duty to promote the success of the Company.

Strategic Report and Corporate Governance

The Strategic Report can be found on pages 7 to 25 and 61 to 65 and is included by

reference into this Directors’ Report. The Strategic Report sets out the development and

performance of the Group’s business during the financial year, the position of the Group

at the end of the period, an outlook containing an indication of future developments within

the industry, a description of the principal risks and uncertainties facing the Group, details

of the Group’s Diversity, Equity and Inclusion Policy and reporting of ESG activities. The

Strategic Report also sets out a summary of how the Directors have engaged with our

people as well as how the Directors have had regard to the need to foster the Group’s

business relationships with suppliers, clients and others, in line with Section 172 (page 62).

The other sections of the Group’s Governance Report are also included by reference into

this report.

Directors and their interests

Biographies of the Directors who served on the Board at the year ended 31 December

2025 and up to the date of signing of the consolidated financial statements are set out on

pages 71 to 73. As set out in the Notice of Annual General Meeting, all the Directors will

retire at this year’s Annual General Meeting (AGM) and will submit themselves for election

and re-election by shareowners. All Directors seeking appointment and reappointment

were subject to a formal and rigorous performance evaluation, further details of which can

be found on page 80. Details of Directors’ service contracts are set out in the Directors’

Remuneration Report on page 95. The interests of the Directors in the shares of the

Company are also shown on page 103 of that report.

Other than the Incentive Shares held by Sir Martin Sorrell (as disclosed on page 104), no

Directors have beneficial interests in the shares of any subsidiary company.

Dividend

The full-year 2024 dividend was declared and paid in 2025. The Directors are proposing

that, subject to shareowner approval, a final dividend of 1.1 pence per share be paid on 10

July 2026 to all shareowners on the record on 5 June 2026 (2025: £6.1 million).

Capital structure

As at 23 March 2026, the Company’s issued share capital comprised of 670,052,897

Ordinary Shares of £0.25 each and one B Share of £1.00. During the year the 6,000,000

Ordinary Shares which were held in treasury were transferred to the Employee Benefit Trust.

The Company was authorised at the 2025 AGM to allot up to 194,497,148 Ordinary Shares

as permitted by the Act. A renewal of a similar authority will be proposed at the 2026 AGM.

The Company’s issued share capital as at 31 December 2025, together with details of shares

issued during the year, is set out in Note 22 to the consolidated financial statements on

page157.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time

and are entitled to one vote per share at general meetings of the Company. The holder of the

B Share has no right to receive dividends and is entitled to one vote at general meetings of the

Company when voting in favour of resolutions, and such number of votes as may be required

to defeat the relevant resolution when voting against.

Any appointment and removal of a Director requires the consent of Sir Martin Sorrell as the

holder of the B Share. The processes for the appointment and replacement of Directors are

governed by the Company’s Articles of Association, the 2024 UK Corporate Governance

Code, the Companies Act 2006 and related legislation. The powers of Directors are described

in the Articles, which can be found on our website.

Restrictions on transfer of securities

The Ordinary Shares are freely transferable and there are no restrictions on transfer.

Except for Sir Martin Sorrell, who holds the B Share. No other person holds securities in the

Company carrying special rights with regard to control of the Company. The Company is

not aware of any agreements between holders of securities that may result in restrictions on

the transfer of securities or voting rights.

Articles of Association

The Company’s Articles were adopted at the 2022 Annual General Meeting (AGM) and may

only be amended by a special resolution of the shareowners. The Articles can be found on

our website, www.s4capital.com.

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Directors’ Report continued

Authority to purchase shares

The Company was given authority at its AGM in 2025 to make market purchases of

Ordinary Shares up to a maximum number of 58,349,144 Ordinary Shares. During the year

no Ordinary Shares were repurchased.

The Directors believe that it is desirable to have the general authority to buy back the

Company’s Ordinary Shares in order to provide maximum flexibility in the management of

the Group’s capital resources, and accordingly, propose to renew these authorities at the

2026 AGM for a further year. This authority will only be used if the Board was satisfied at

the time that to do so would be in the best interests of shareowners.

Insurance and indemnities

The Company maintains Directors’ and Officers’ liability insurance in respect of legal action

that might be brought against its Directors and Officers. As permitted by the Company’s

Articles of Association (the Articles), and to the extent permitted by law, the Company

indemnifies each of its Directors and other Officers of the Group against certain liabilities

that may be incurred as a result of their positions with the Group. The indemnities were in

force throughout the tenure of each Director during the last financial year and are currently

in force. The Group’s financial risk management policies and objectives can be found in

Note 20 on page 151 of the consolidated financial statements.

Substantial shareholders

As of 28 February 2026, being the latest practicable date prior to the publication of this

Annual Report, the Company had been notified on the following interest in voting rights

pursuant to the Disclosure Guidance and Transparency Rules:

Number of Shares % shareholding

Sir Martin Sorrell

54,229,810 8.093

Third Avenue

48,122,595 7.182

Oro en Fools B.V.

37,0 9 2,132 5.536

Aberforth Partners

33,212,730 4.957

M&G Investments

25,803,031 3.851

Patient Capital Management

25,034,889 3,736

Note:

1. In addition, Sir Martin Sorrell has, in aggregate, donated 3,910,000 Ordinary Shares to the UBS Donor

AdvisedFoundation.

Employees

The Board recognises the importance of attracting, developing and retaining the best

people. In accordance with best practice, we have employment policies in place which

provide equal opportunities for all employees, irrespective of age, sex, race, colour, disability,

sexual orientation, religious beliefs, socio-economic background education and professional

backgrounds or marital status. The Group also materially complies with all applicable national

and international human and labour rights within the locations in which it operates. Further

information on the Board’s methods for engaging with the workforce is onpage 81.

Significant agreements

The Group’s term loan and revolving facility contain customary prepayment, cancellation

and default provisions including, if required by a lender, mandatory prepayment of all

utilisations provided by that lender upon the sale of all or substantially all of the business

and assets of the Group or a change of control. The Company does not have agreements

with any Director that would provide compensation for loss of office or employment

resulting from a takeover except for provisions, which may cause awards granted under

such arrangements to vest on a takeover.

Political donations

The Group’s policy prohibits any donations being made for or on behalf of the Group for

political purposes, accordingly, the Group did not make any donations or contributions to

any political party or other political organisation and did not incur any political expenditure

within the meanings of sections 362 to 379 of the Companies Act 2006.

Independent auditors

PricewaterhouseCoopers LLP has confirmed its willingness to continue as auditors of the

Group. In accordance with section 489 of the Companies Act 2006, separate resolutions

for the appointment of PricewaterhouseCoopers LLP as auditors of the Group and for

the Directors to determine its remuneration will be proposed at the forthcoming AGM of

theCompany.

The Directors who held office at the date of approval of this Directors’ Report confirm that,

so far as they are each aware, there is no relevant audit information of which the Company’s

auditor is unaware and that each Director has taken all the steps that they ought to have

taken as a Director to make themselves aware of any relevant audit information and ensure

that the auditor is aware of suchinformation.

This confirmation is given and should be interpreted in accordance with the provisions of

section 418 of the Companies Act 2006.

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Directors’ Report continued

Post balance sheet events

On the 23 March 2026 the Board proposed to pay a final dividend of 1.1p per share,

amounting to £7.4 million, subject to shareowner approval. This will be paid on 10 July 2026

to all shareowners on the register as at 5 June 2026.

Subsequent to the year ended 31 December 2025, the Group has repurchased €25.7million

of its €375 million Term Loan B at a discount, including €1 million remainingtobe settled.

Following settlement, the remaining €349.3 million is due to maturein August 2028.

Annual General Meeting

The AGM of the Company will be held at midday on 4 June 2026 at Monks, 15 Bonhill

Street, London, EC2A 4DN. For participation details please refer to the Notice of AGM, which

will be posted to shareowners and available on our website www.s4capital.com in due course.

Statement of Directors’ responsibilities in respect of the consolidated

financialstatements

The Directors are responsible for preparing the Annual Report and the consolidated

financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare consolidated financial statements for

each financial year. Under that law, the Directors have prepared the Group consolidated

financial statements in accordance with UK-adopted international accounting standards

and the Company financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS

101 ‘Reduced Disclosure Framework’, andapplicable law).

Under company law, Directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the Group and Company

and of the profit or loss of the Group for that period. In preparing the financial statements,

the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting standards have been

followed for the Group consolidated financial statements and United Kingdom Accounting

Standards, comprising FRS 101 have been followed for the Company financial statements,

subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to

presume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company

and hence for taking reasonable steps for the prevention and detection of fraud and

otherirregularities.

The Directors are also responsible for keeping adequate accounting records that are

sufficient to show and explain the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the Group and Company and

enable them to ensure that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

Directors’ confirmations

Each of the Directors, whose names and functions are listed in the Governance Report

confirm that, to the best of their knowledge:

• the Group consolidated financial statements, which have been prepared in accordance with

UK-adopted international accounting standards, give a true and fair view of the assets,

liabilities, financial position and loss of the Group;

• the Company financial statements, which have been prepared in accordance with United

Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the

assets, liabilities and financial position of the Company; and

• the Strategic Report includes a fair review of the development and performance of the

business and the position of the Group and Company, together with a description of the

principal risks and uncertainties that itfaces.

In the case of each Director in office at the date the Directors’ Report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group’s

and Company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Group’s and

Company’s auditors are aware of that information.

On behalf of the Board:

Sir Martin Sorrell

Executive Chairman

23 March 2026

Radhika Radhakrishnan

Group Chief Financial Officer

23 March 2026

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Capital plc Annual Report and Accounts 2025 113

Financial

statements

Independent auditors’ report 114

Consolidated statement of profit or loss 124

Consolidated statement of comprehensive income 125

Consolidated balance sheet 126

Consolidated statement of changes in equity 127

Consolidated statement of cash flows 128

Notes to the consolidated financial statements 129

Company balance sheet 167

Company statement of changes in equity 168

Notes to the Company financial statements 169

Additional information

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Independent auditors’ report to the members of S

Capital plc

Report on the audit of the

financialstatements

Opinion

In our opinion:

• S

Capital plc’s group financial statements and company financial statements (the “financial

statements”) give a true and fair view of the state of the group’s and of the company’s

affairs as at 31 December 2025 and of the group’s loss and the group’s cash flows for the

year then ended;

• the group financial statements have been properly prepared in accordance with

UK-adopted international accounting standards as applied in accordance with the

provisions of the Companies Act 2006;

• the company financial statements have been properly prepared in accordance with

United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts

2025 (the “Annual Report”), which comprise:

• the Consolidated and Company balance sheets as at 31 December 2025;

• the Consolidated statement of profit or loss, the Consolidated statement ofcomprehensive

income, the Consolidated and Company statements of changes inequity and the

Consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information

and other explanatory information.

Our opinion is consistent with our reporting to the Audit and Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK)

(“ISAs (UK)” and applicable law. Our responsibilities under ISAs (UK) are further described

in the Auditors’ responsibilities for the audit of the financial statements section of our

report. We believe that the audit evidence we have obtained is sufficient and appropriate

toprovide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited

bythe FRC’s Ethical Standard were not provided.

Other than those disclosed in Note 6, we have provided no non-audit services to the

company or its controlled undertakings in the period under audit.

Additional information

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Capital plc continued

Our audit approach

Context

Capital plc is a United Kingdom-based public company limited by shares. S

Capital

group’s principal activities are focused on the provision of tech-led, new age/new era digital

advertising, marketing and technology services via two operating segments: Marketing

Services and Technology Services. Following the acquisition in prior years of a number of

businesses the group has significant goodwill and intangible assets and it is now focussed

on integrating the acquired businesses. There is also a significant investment value held

on the company balance sheet relating to these acquisitions. Within the group’s business

operations, there are material fixed fee contracts which require judgement in revenue

recognition where they remain open across reporting periods. We have considered these

factors in our risk assessment and designed appropriate audit procedures in response

to the related identified risks. Further details regarding our audit procedures over

management’s impairment assessment and revenue recognition on fixed fee contracts

areset out within our key audit matters.

Overview

Audit scope

• Full-scope audits were conducted over five components. Additionally, we performed

specified procedures on certain account balances of six components and conducted

anaudit of certain financial statement line items for three components.

• Taken together, the components subjected to audit and specified procedures accounted

for 79% of the group’s consolidated revenue.

Key audit matters

• Impairment of goodwill and intangible assets (group)

• Impairment of investment in subsidiary (parent)

• Accuracy of revenue recognition on fixed fee contracts (group)

Materiality

• Overall group materiality: £7.5 million (2024: £8.2 million) based on approximately

1%ofrevenue.

• Overall company materiality: £6 million (2024: £6.0 million) based on approximately

1%of total assets.

• Performance materiality: £5.625 million (2024: £6.15 million) (group) and £4.5 million

(2024: £4.5 million) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, wereof

most significance in the audit of the financial statements of the current period and include

the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit; and directing the efforts of the

engagement team. These matters, and any comments we make on the results of our

procedures thereon, were addressed in the context of our audit of the financial statements

as a whole, and in forming our opinion thereon, and we do not provide a separate opinion

onthese matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Additional information

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Capital plc continued

Key audit matter How our audit addressed the key audit matter

Impairment of goodwill and intangible assets (group)

At 31 December 2025, the group had goodwill of £381.0 million

(2024:£391.2 million) and intangible assets of £258.4 million

(2024: £315.2 million).

The determination of whether an impairment exists can be judgemental.

Management must determine the recoverable amount when impairment

indicators are identified or annually where a CGU contains goodwill.

Theannual goodwill impairment assessment, covering the Marketing

Services CGU, was performed as at 30 September 2025. Additionally,

management identified indicators of impairment in the Technology

ServicesCGU and therefore conducted an impairment test as at

30September 2025.

The determination of recoverable amount, being the higher of value-in-use

(“VIU”) and fair value less costs of disposal (“FVLCD”), requires judgement

and estimation on the part of management in identifying and then

determining the recoverable amounts for the relevant CGUs. The recoverable

amounts were calculated on a VIU basis incorporating management’s

view of key assumptions which include net revenue growth rates and

EBITDAmargins.

Management concluded that there was no impairment, however each

ofthetwo CGUs were sensitive to changes to key assumptions.

Refer to the accounting policies section within the financial statements for

disclosure of the related accounting policies, judgements and estimates,

Note 10 for detailed goodwill disclosures and Note 11 for detailed intangible

asset disclosures within the consolidated financial statements.

Our audit procedures focused on challenging and evaluating the discount rates, short-term forecasts and

long-term growth rates used in the respective discounted cash flow models to determine the recoverable

amount of each CGU and included the following audit procedures:

• obtained an understanding of and performed walkthroughs of the controls over the impairment review

ofgoodwill and intangible assets;

• assessed the appropriateness of management’s identification of the group’s CGUs;

• tested the integrity of the formulae and the mathematical accuracy of management’s valuation models;

• held discussions with the finance team leaders responsible for forecasts and with several account

managers who had prepared the underlying account budgets in each CGU, in order to evaluate the

reasonableness of the group’s cash flow forecasts, and the process by which they were prepared;

• held discussions with group executives responsible for growth and transformation programmes

tocorroborate the progress of these initiatives and the impact on cash flow forecasts;

• confirmed that the forecasts used in management’s impairment test were approved by the board of

directors and assessed the reasonableness of the revenue, costs and margins included in those forecasts

based on our understanding of the group and its past performance, including the impact of climate change;

• assessed management’s forecasts against external market indicators such as wider digital advertising

growth trends and independent analyst reports;

• evaluated management’s ability to accurately forecast future revenues and growth rates by comparing

actual results to management’s historical forecasts;

• with the assistance of our valuations specialists, we assessed the discount rates and long term growth

rates used in the models and whether the rates fell within a reasonable range taking into consideration both

internal and external market data;

• performed sensitivity analysis of the key assumptions based on findings from the above procedures;

• evaluated the group’s disclosures on goodwill and intangible assets against the requirements of UK-adopted

international accounting standards.

Based on the procedures performed, we noted no material issues arising from our work.

Additional information

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Key audit matter How our audit addressed the key audit matter

Impairment of investment in subsidiary (parent)

At 31 December 2025, the company held investments in its subsidiary

amounting to £601.3 million (2024: £597.3 million).

The investment in subsidiary is accounted for at historical cost less

accumulated impairment. Judgement is required to assess if impairment

triggers exist and where triggers are identified, if the investment carrying

value is supported by the recoverable amount. In assessing impairment

triggers, management considers if the underlying net assets of the

investment support the carrying amount and whether other facts and

circumstances would be indicative of a trigger.

Management identified indications of impairment as the carrying amount

exceeded market capitalisation. Accordingly, management performed an

impairment test to determine whether the recoverable amount exceeded

the carrying amount of the company’s investment in the subsidiary.

The determination of recoverable amount, being the higher of value-in-use

(“VIU”) and fair value less costs of disposal (“FVLCD”), requires estimation

on the part of management in determining the recoverable amount of

the subsidiary. The recoverable amount was calculated on a VIU basis

incorporating management’s view of key assumptions which include net

revenue growth rates and EBITDA margins. Management concluded that

there was no impairment in the investment in subsidiary, however the

conclusion is sensitive to changes to key assumptions.

Refer to the accounting policies section within the financial statements

fordisclosure of the related accounting policies, judgements and

estimatesand Note 1 to the company financial statements for detailed

investment disclosures.

In respect of the company’s investment in subsidiary, we performed the following procedures over

management’s impairment test:

• obtained an understanding of and performed walkthroughs of the controls over the impairment review

ofthe investment in subsidiary;

• evaluated management’s assessment of impairment indicators for the investment in subsidiary including

ensuring that consideration had been given to the results of the group’s goodwill impairment assessment

(see impairment of goodwill and intangible assets Key audit matter above);

• evaluated the appropriateness of management’s assessment and judgements to calculate value in use

inconjunction with the goodwill and intangible impairment test referred to in the above key audit matter;

• verified the mathematical accuracy of management’s assessment and that the cash flows used for the value

in use calculation were adjusted for the contractual cash outflows relating to the outstanding debt; and

• evaluated the disclosures in Note 1 of the company financial statements.

Based on the procedures performed, we noted no material issues arising from our work.

Additional information

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Capital plc continued

Key audit matter How our audit addressed the key audit matter

Accuracy of revenue recognition on fixed fee contracts (group)

The group often enters fixed price contracts under which obligations

(such as the delivery of creative content) are promised to a customer

for aspecific contractual price. Assessing the timing of revenue

recognised onfixed fee contracts which were open at year-end is an

area of complexity and judgement is required in identifying performance

obligations and whether the revenue should be recognised over time or

at a point in time. Further, estimation is required in assessing the stage

ofdelivery ofperformance obligations on open contracts where revenue

isrecognisedover time.

Given the complexity in estimation and judgement involved, the timing

of revenue recognition and the accuracy of fixed fee contract revenue

recognised in the financial statements is subject to both risk of error and

fraud as there is an incentive for management to manipulate the results

by allocating revenues attributable to future periods into 2025 in order

toachieve targets.

These factors led us to identify the revenue recognition for fixed fee

contracts open as at 31 December 2025 as a key audit matter.

Auditing these estimates requires extensive audit effort and a high

degreeof judgement given the bespoke nature of each contract and

the variety of evidence needing to be assessed in order to support the

percentage of completion determined. Refer to the accounting policies

section within the financial statements for disclosure of the related

accounting policies, judgements and estimates and Note 5 of the

consolidated financial statements.

Our audit procedures to address the significant risk in relation to the accuracy of revenue recognition on fixed

fee contracts which were open at year end, included the following:

• We obtained an understanding of and performed walkthroughs of the controls over revenue recognition

including the revenue recognition on fixed fee contracts. This included a walkthrough of controls related

tomanagement’s assessment of IFRS 15 ‘Revenue from contracts with customers’;

• We assessed the revenue accounting policy to ensure it was consistent with the principles of IFRS 15 and

inparticular the correct application of IFRS 15 with regards to recognising revenue over time;

• We evaluated the accuracy of management’s previous estimates of stage of completion and forecasts of

effort to complete projects by performing retrospective reviews of such estimates as compared to actual

results for performance obligations that have been fulfilled;

• We selected a sample of contracts with customers and performed the following audit procedures;

– assessed contractual terms (e.g. acceptance criteria, delivery and payment terms) to ensure that these

terms were applied correctly within each project;

– evaluated the reasonableness and consistency of the methods and assumptions used by management

to develop the estimate with respect to the effort to complete and stage of delivery of the relevant

performance obligations;

– considered whether there was any evidence which contradicted management’s assumptions regarding

the percentage of completion and the estimated effort to complete; and

– recalculated revenue recognised based on the proportion of the service performed in respect of each

performance obligation by obtaining support for service delivery or schedules of estimated effort to

complete from project managers and challenging the key supporting evidence to test its completeness

and accuracy.

Based on the procedures performed, we noted no material issues arising from our work.

Additional information

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How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able

togive an opinion on the financial statements as a whole, taking into account the structure

of the group and the company, the accounting processes and controls, and the industry

inwhich they operate.

The group is organised into two reportable segments – the Marketing Services and

Technology Services practices. The group’s accounting processes for its operations

are structured around a local finance function at each component, which are supported

by the practice finance team and the group’s central functions in the United Kingdom.

Eachcomponent reports to the group through an integrated consolidation system.

Forthepurposes of our scoping, we have also considered the levels at which management

prepared aggregated financial information.

We scoped in five components requiring an audit of their complete financial information,

all of them were considered to be significant due to risk or size. Of the five significant

components, four were audited by our component teams in the US, Germany and

Netherlands and 1 by the group engagement team.

In addition, nine components were scoped in for the performance of an audit or specified

procedures over specific account balances and transactions to obtain appropriate coverage

of all material balances. Specified procedures were performed for these components by

the group engagement team along with PwC component auditors in Argentina, Colombia,

France and Brazil.

Taken together, the components subjected to audit and specified procedures accounted

for79% of the group’s consolidated revenue.

The group engagement team were significantly involved at all stages of the component

audits by virtue of numerous communications throughout, including the issuance of

detailed audit instructions and review and discussions of the audit approach and findings,

in particular over our areas of focus. This also involved regular component calls through

video conferencing. The group engagement team met with local management and the

component audit teams and attended their interim and completion clearance meetings.

The group engagement team members visited our US, German and Dutch components

aspart of our oversight procedures. In addition, we reviewed all component team

reporting results and, for certain components, conducted a review of their supporting

working papers, which together with the additional procedures performed at group level,

gave us the evidence required for our opinion on the financial statements as a whole.

Weperformedcentralised audit procedures over consolidation, goodwill and intangible

assets impairment assessment, right of use assets and lease liabilities, cash and cash

equivalents (forcomponents not in scope for full scope audit or specified audit procedures),

share-based payments and borrowings.

The financial statements of the company are prepared using the same accounting

processes and controls as the group’s central functions and were audited by the group

engagement team. This includes the procedures performed in relation to impairment of

investment in subsidiary as explained in the key audit matters section above.

The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand their process to

assess the extent of the potential impact of climate change on the group and its financial

statements. The group explains the impact of climate change on its business within the

‘Sustainability’ section of the Annual report.

As a result of our procedures, we concluded that the key areas in the financial statements

which are more likely to be materially impacted by climate change are those areas that are

based on forecast cash flows. As such, we particularly considered how the commitments

made by the group would impact the assumptions made in the forecasts prepared by

management that are used in the group’s impairment assessment, for assessing both the

recoverability of goodwill and intangible assets and the investment held by the company.

We did not identify any matters as part of this work which were inconsistent with the

disclosures in the Annual Report or led to any material adjustments to the accounts.

Our procedures included reading the disclosures in relation to climate change within

theAnnual Report and considering its consistency with the financial statements and our

knowledge from the audit. We did not identify any material impact on our key audit matters

or the wider audit for the year ended 31 December 2025.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain

quantitative thresholds for materiality. These, together with qualitative considerations,

helped us to determine the scope of our audit and the nature, timing and extent of our

audit procedures on the individual financial statement line items and disclosures and in

evaluating the effect of misstatements, both individually and in aggregate on the financial

statements as a whole.

Additional information

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Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality £7.5 million (2024: £8.2 million). £6 million (2024: £6.0 million).

How we determined it approximately 1% of revenue approximately 1% of total assets

Rationale for benchmark applied We have consistently used revenue to determine materiality as opposed to

a profit based benchmark as there is considerable volatility in profit before

tax. Revenue continues to be a key performance metric for the group and

is considered to be more stable than a profit based metric.

We considered the total assets to be an appropriate benchmark for the

company, given that it is the ultimate holding company and holds a material

investment in a subsidiary undertaking. Total assets is also a generally

accepted auditing benchmark for companies of this nature.

For each component in the scope of our group audit, we allocated a materiality that is less

than our overall group materiality. The range of materiality allocated across components

was between £1.0 million and £6.7 million. Certain components were audited to a local

statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and

the nature and extent of our testing of account balances, classes of transactions and

disclosures, for example in determining sample sizes. Our performance materiality was

75% (2024: 75%) of overall materiality, amounting to £5.625 million (2024: £6.15 million)

for the group financial statements and £4.5 million (2024: £4.5 million) for the company

financial statements.

In determining the performance materiality, we considered a number of factors – the history

of misstatements, risk assessment and aggregation risk and the effectiveness of controls –

and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit and Risk Committee that we would report to them misstatements

identified during our audit above £375,000 (group audit) (2024: £410,000) and £300,000

(company audit) (2024: £300,000) as well as misstatements below those amounts that,

inour view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability

tocontinue to adopt the going concern basis of accounting included:

• reading management’s paper to the Audit and Risk Committee in respect of going

concern, and agreeing the forecasts set out in this paper to the underlying base case

cash flow model and board approved budgets;

• obtaining and examining management’s base case and severe but plausible

downsidescenarios;

• evaluating the key assumptions within management’s forecasts and applying our own

independent sensitivities based on our knowledge from the audit and assessment

ofprevious forecasting accuracy;

• considering the historical reliability of management’s forecasting for cash flows and net

debt by comparing budgeted results to actual performance;

• assessing the level of remaining liquidity available to the group under both the base case

and severe but plausible downside scenario;

• identifying the covenants applicable to the group’s borrowings and auditing whether

management’s assessment supports ongoing compliance with those covenants under

both base case and severe but plausible downside scenarios;

• evaluating the appropriateness of management’s severe but plausible downside scenario

and the cost control measures management have identified and could implement if

required; and

• considering the appropriateness of the disclosure given in note 2C to the consolidated

financial statements.

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability S

Capital plc Annual Report and Accounts 2025 121

Independent auditors’ report to the members of S

Capital plc continued

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt

on the group’s and the company’s ability to continue as a going concern for a period of at

least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not

a guarantee as to the group’s and the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to the

directors’ statement in the financial statements about whether the directors considered

itappropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern

are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the

financial statements and our auditors’ report thereon. The directors are responsible for

the other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit,

or otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a

material misstatement of the other information. If, based on the work we have performed,

weconclude that there is a material misstatement of this other information, we are required

toreport that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether

thedisclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires

us also to report certain opinions and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information

given in the Strategic report and Directors’ report for the year ended 31 December 2025

is consistent with the financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the group and company and their

environment obtained in the course of the audit, we did not identify any material

misstatements in the Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Remuneration Report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Corporate governance statement

ISAs (UK) require us to review the directors’ statements in relation to going concern,

longer-term viability and that part of the corporate governance statement relating to

the company’s compliance with the provisions of the UK Corporate Governance Code,

whichthe Listing Rules of the Financial Conduct Authority specify for review by the auditor.

Ouradditional responsibilities with respect to the corporate governance statement as other

information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement, included within the Governance

Report is materially consistent with the financial statements and our knowledge obtained

during the audit, and we have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust assessment of the

emerging and principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures

are in place to identify emerging risks and an explanation of how these are being

managed or mitigated;

• The directors’ statement in the financial statements about whether they considered

it appropriate to adopt the going concern basis of accounting in preparing them,

andtheir identification of any material uncertainties to the group’s and company’s ability

to continue to do so over a period of at least twelve months from the date of approval of

thefinancialstatements;

• The directors’ explanation as to their assessment of the group’s and company’s

prospects, the period this assessment covers and why the period is appropriate; and

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability S

Capital plc Annual Report and Accounts 2025 122

Independent auditors’ report to the members of S

Capital plc continued

• The directors’ statement as to whether they have a reasonable expectation that the

company will be able to continue in operation and meet its liabilities as they fall due over

the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group

and company was substantially less in scope than an audit and only consisted of making

inquiries and considering the directors’ process supporting their statement; checking that

the statement is in alignment with the relevant provisions of the UK Corporate Governance

Code; and considering whether the statement is consistent with the financial statements

and our knowledge and understanding of the group and company and their environment

obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that

each of the following elements of the corporate governance statement is materially

consistent with the financial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair,

balanced and understandable, and provides the information necessary for the members

to assess the group’s and company’s position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

• The section of the Annual Report describing the work of the Audit and Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’

statement relating to the company’s compliance with the Code does not properly disclose a

departure from a relevant provision of the Code specified under the Listing Rules for review

by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the

financial statements, the directors are responsible for the preparation of the financial

statements in accordance with the applicable framework and for being satisfied that they

give a true and fair view. The directors are also responsible for such internal control as they

determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the

group’s and the company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the group or the company or to cease operations,

orhave no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal

risks of non-compliance with laws and regulations related to employment, health and

safety regulations and data protection regulations (including the General Data Protection

Regulation), and we considered the extent to which non-compliance might have a material

effect on the financial statements. We also considered those laws and regulations that

have a direct impact on the financial statements such as tax legislation and Companies

Act 2006. We evaluated management’s incentives and opportunities for fraudulent

manipulation of the financial statements (including the risk of override of controls), and

determined that the principal risks were related to posting inappropriate journal entries

to increase revenue or profits and management bias within accounting estimates.

Thegroup engagement team shared this risk assessment with the component auditors

so that they could include appropriate audit procedures in response to such risks in their

work. Audit procedures performed by the group engagement team and/or component

auditorsincluded:

• Understanding and evaluating the design and implementation of controls designed to

prevent and detect fraud;

Additional information

Our business Strategic Report Governance Report Financial statementsSustainability S

Capital plc Annual Report and Accounts 2025 123

• Inquiry of management, the Audit and Risk Committee, Internal Audit and the group’s

internal legal counsel regarding their consideration of known or suspected instances

ofnon-compliance with laws and regulations and fraud;

• Assessment of the group’s whistleblowing facility and matters reported through

thefacility;

• Identifying and testing journal entries, in particular journal entries posted with unusual

account combinations;

• Identifying and testing intercompany balances to ensure they were genuine and were

eliminated appropriately within the consolidated financial statements; and

• Challenging assumptions and judgements made by management in respect of critical

accounting judgements and significant accounting estimates, and assessing these

judgements and estimates for management bias.

There are inherent limitations in the audit procedures described above. We are less likely

to become aware of instances of non-compliance with laws and regulations that are not

closely related to events and transactions reflected in the financial statements. Also,

the risk of not detecting a material misstatement due to fraud is higher than the risk of

not detecting one resulting from error, as fraud may involve deliberate concealment by,

forexample, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and

balances, possibly using data auditing techniques. However, it typically involves selecting

alimited number of items for testing, rather than testing complete populations. We will often

seek to target particular items for testing based on their size or risk characteristics. In other

cases, we will use audit sampling to enable us to draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is

located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s

members as a body in accordance with Chapter 3 of Part 16 of the Companies Act

2006 and for no other purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or

into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate

forour audit have not been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Remuneration Report to be audited

are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the company for the financial year ended 31 December 2018.

Our uninterrupted engagement covers eight financial years.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and

Transparency Rules to include these financial statements in an annual financial report

prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on

the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report

provides no assurance over whether the structured digital format annual financial report

has been prepared in accordance with those requirements.

Jason Burkitt (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

23 March 2026

Independent auditors’ report to the members of S

Capital plc continued

Additional information

Consolidated statement of profit or loss

For the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Revenue	5	7 54.8	848.2
Direct costs		(81. 8)	(93 .6)
Net revenue		673 .0	75 4 . 6
Personnel costs	6	(5 0 3 . 9) 	(5 81. 5)
Other operating expenses	6 	(8 0 .1) 	(78 .7)
Acquisition, restructuring and other one-off expenses	6 	(19 . 0)	(23.8)
Depreciation, amortisation, loss on disposal	6 	(6 7. 3)	(373 . 5)
andimpairment
Share of profit of joint venture and associates	14	– 	0 .1 
Total operating expenses		(670. 3) 	( 1 , 0 5 7. 4)
Operating profit/(loss)		2 .7	(3 02 .8)
Adjusted operating profit		74 . 0	 78. 3
Adjusting items 1		(71. 3) 	(3 8 1.1)
Operating profit/(loss)		2 .7	(302.8)
Finance income	7	2 .9	5. 3
Finance costs	7	(2 8 . 6) 	(31. 7)
Net finance costs		(25. 7) 	(26.4)
Loss on the net monetary position		(0 . 8) 	(1. 7)
Loss before income tax		(2 3 . 8)	(3 3 0. 9)
Income tax (expense)/credit 2	8	(1. 0) 	24 . 0
Loss for the year		(24 . 8)	(3 0 6 .9)

 

		2025	2024
	Notes	£m	£m
Attributable to owners of the Company		(24 . 8)	(30 6.9)
Attributable to non-controlling interests		–	–
		(24 . 8)	(3 0 6 .9)
Loss per share is attributable to the ordinary equity
holders of the Company
Basic loss per share (pence)	9	(3. 7) 	(4 5 .7)
Diluted loss per share (pence)	9	(3. 7) 	(4 5 .7)

 

Notes:

1. Adjusting items comprises amortisation of £49. 4 million (2024: £44 .3 million), impairment of intangible

assets of £nil (2024: £301. 2 million), acquisition related gain of £1.1 million (2024: £1.3 million), share-

based payments of £4 .0 million (2024: £6. 5 million) and restructuring and other one-off expenses of

£19.0 million (2024: £30.4 million).

2. Income tax expense includes £nil (2024: £20. 8 million credit) relating to the deferred tax impact

of the impairment charge of £nil (2024: £3 01 .2 million), resulting in a net impairment charge of £nil

(2024: £280.4 million).

The results for the year are wholly attributable to the continuing operations of the Group.

The accompanying notes on pages 129 to 166 form an integral part of these consolidated

financial statements.

Capital plc Annual Report and Accounts 2025 124Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Consolidated statement of comprehensive income

For the year ended 31 December 2025

	2025	2024
	£m	£m
Loss for the year	(24 . 8)	(3 0 6 .9)
Other comprehensive expense  
Items that may be reclassified to profit or loss  
Foreign operations – foreign currency translation differences	(4 6 .6)	(1 6.8)
Other comprehensive expense	(4 6 .6)	(1 6.8)
Total comprehensive expense for the year	(71. 4)	(323. 7)
Attributable to owners of the Company	(71. 4)	(323. 7)
Attributable to non-controlling interests	–	–
	(71. 4)	(323. 7)

 

The accompanying notes on pages 129 to 166 form an integral part of these consolidated financial statements.

Capital plc Annual Report and Accounts 2025 125Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Consolidated balance sheet

At 31 December 2025

		2025	2024
	Notes	£m	£m
Assets
Goodwill	10 	3 81. 0	 3 91. 2
Intangible assets	11	25 8 .4 	3 15 . 2
Right-of-use assets	12 	2 7. 3  	3 4 .7
Property, plant and equipment	13	9. 9 	16 .4
Interest in joint ventures and associates	14	0 .8	0. 8
Deferred tax assets	15 	4 6 .7	4 9.0
Other receivables	16	4 .5	9. 2
Non-current assets		72 8 .6 	816 .5
Trade and other receivables	16 	3 74 . 2	450. 8
Current tax assets		4.0	9.6
Cash and cash equivalents	17	240 .8 	16 8 .4
Current assets 		619 . 0	6 28.8
Total assets 		1, 3 4 7. 6	 1, 4 4 5 . 3
Liabilities  
Deferred tax liabilities	15 	(12 . 9) 	(18 . 6)
Loans and borrowings	19	(3 24 . 4) 	( 3 0 7. 2)
Lease liabilities	12 	(19 . 3)	(2 9 .7)
Contingent consideration and holdbacks	20	–	(4.8)
Provisions	21	(2 .3)	(3.5)
Non-current liabilities		(3 5 8 . 9)	(3 6 3 . 8)
Trade and other payables	18	(452.9)	(482. 0)
Contingent consideration and holdbacks	20	(6 . 2) 	(4 .7)
Loans and borrowings	19 	(0 .1)	(0. 2)
Lease liabilities	12 	(12 . 0)	(1 2.8)
Provisions	21	(8 . 5)	(0.8)
Current tax liabilities		(3 .0)	(3. 5)
Current liabilities		(4 82 .7)	(5 0 4 .0)
Total liabilities 		(8 41 . 6) 	(8 6 7. 8)

 

		2025	2024
	Notes	£m	£m
Net assets		50 6 .0 	5 7 7. 5
Equity  
Share capital	22 	1 6 7. 5	 15 4. 9
Share premium	22	2 0 5 . 2 	16 4 . 9
Other reserves 1		19 . 5 	70 .7
Foreign exchange reserves		(6 9. 5)	(22.9)
Retained earnings		18 3. 2	209. 8
Attributable to owners of the Company		50 5. 9 	5 7 7. 4
Non-controlling interests	22 	0 .1 	0 .1 
Total equity		5 0 6.0 	5 7 7. 5

Note:

1. During 2024 the Group completed a share buy-back scheme and purchased 6,000,000 shares for

£2.5 million.

The accompanying notes on pages 129 to 166 form an integral part of these consolidated

financial statements.

The consolidated financial statements of S

Capital plc on pages 124 to 126, Company

registration number 10476913, were approved by the Board of Directors on 23 March 2026

and signed on its behalf by:

Sir Martin Sorrell

Executive Chairman

Radhika Radhakrishnan

Group Chief Financial Officer

Capital plc Annual Report and Accounts 2025 126Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Consolidated statement of changes in equity

For the year ended 31 December 2025

						Retained	Attributable
					Foreign	earnings/	to owners of	Non-
		Share	Share	Other	exchange	(accumulated	the	controlling	Total
		capital 1	premium	reserves 2	reserves	losses)	Company	interests	equity
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024 		14 5 .9	8 0 .4 	16 2 .7 	(6 .1)	5 0 8 . 9	8 91.8 	0 .1	8 91.9
Hyperinflation restatement		–	–	4. 5	–	– 	4.5	– 	4.5
Adjusted opening balance 		14 5 .9	8 0 .4 	1 6 7. 2	 (6 .1)	5 0 8. 9	89 6. 3 	0 .1	8 9 6 .4
Comprehensive expense for the year
Loss for the year		–	–	–	–	(30 6.9)	(3 0 6.9)	–	(3 0 6.9)
Other comprehensive expense		–	–	–	(16.8)	–	(1 6.8)	–	(16.8)
Total comprehensive expense for the year		–	–	– 	(16 . 8)	(3 0 6.9)	(323. 7)	–	(3 23. 7)
Transactions with owners of the Company
Business combinations	22 	9.0	84. 5	(9 4.9)	– 	1. 8	0.4	–	0.4
Share-based payments	24	–	–	0.9	–	6 .0	6. 9	–	6 .9
Share buy-backs		–	–	(2.5)	–	–	(2. 5)	– 	(2. 5)
At 31 December 2024 		15 4. 9	1 64.9	7 0 .7	(2 2 .9)	209 .8 	5 7 7. 4 	0 .1 	57 7. 5 
At 1 January 2025		15 4 . 9	 1 64.9	7 0 .7	(2 2 .9)	20 9.8 	5 7 7. 4  	0 .1	 5 7 7. 5
Hyperinflation restatement		–	–	2 . 2	–	–	2 .2	–	2 . 2
Adjusted opening balance 		15 4 . 9	 1 64.9	72 .9	(2 2 .9)	209 .8	579. 6 	0 .1	5 7 9.7
Comprehensive expense for the year
Loss for the year		–	–	–	–	(2 4 . 8)	(2 4 . 8)	–	(2 4. 8)
Other comprehensive expense		–	–	–	(4 6 . 6)	–	(4 6.6)	–	(4 6 .6)
Total comprehensive expense for the year		–	–	– 	(4 6 .6)	(2 4 . 8)	(71. 4)	–	(71. 4)
Transactions with owners of the Company
Business combinations	22 	12 . 6	4 0 . 3 	(5 4 .1)	– 	1. 0	(0. 2)	–	(0. 2)
Dividends		–	–	–	– 	(6 .1) 	(6 .1)	– 	(6 .1)
Share-based payments	24	–	– 	0 .7	–	3. 3	4. 0	–	4 .0
At 31 December 2025 		16 7. 5	2 0 5 . 2	19 . 5	(6 9. 5) 	18 3 . 2	5 0 5. 9 	0 .1	5 0 6 . 0

       

Notes:

1. At the end of the reporting period, the issued and paid up share capital of S

Capital plc consisted of 670,052,897 (2024: 619,636,656) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.

2. Other reserves primarily includes the deferred equity consideration arising from business combinations of £7.2 million (2024: £61. 3 million), made up of TheoremOne for £7.2 million, the treasury shares issued in

the name of S

Capital plc to an employee benefit trust for the amount of £0.7 million (2024: £0.3 million), share buy-backs of £nil (2024: £2.5 million) and hyperinflation restatement in Argentina of £14 .2 million

(2024: £12.0 million).

The accompanying notes on pages 129 to 166 form an integral part of these consolidated financial statements.

Capital plc Annual Report and Accounts 2025 127Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Consolidated statement of cash flows

For the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Cash flows from operating activities
Loss before income tax		(2 3 . 8)	(3 3 0. 9)
Net finance costs	7	2 5 .7	26.4
Depreciation, amortisation, loss on disposal	6 	6 7. 3  	373 . 5
andimpairment
Share-based payments	24	4. 0	6.8
Acquisition, restructuring and other one-off expenses	6	19 . 0	23.8
Employment linked contingent consideration paid 1	20 	(0 .1)	(2.9)
Restructuring and other one-off expenses paid		(20.4) 	(2 1 .1)
Share of profit in joint venture	14	– 	(0 .1)
Loss on the net monetary position		0.8 	1. 7
Other non-cash items		(1. 6) 	2.0
Decrease/(increase) in trade and other receivables 		6 6 .1	 (44.4)
(Decrease)/increase in trade and other payables		(9.4)	58.3
Cash flows from operations 		12 7. 6  	9 3 .1
Income taxes paid		(3.5)	(9.0)
Net cash flows generated from/(used in) operating activities 		12 4 .1 	8 4 .1 
Cash flows from investing activities  
Purchase of intangible assets	11	(2 .4) 	(4. 2)
Purchase of property, plant and equipment	13	(2 .3) 	(4. 0)
Proceeds from disposal of property, plant and equipment		0 .1 	0 .1 
Acquisition of subsidiaries, net of cash acquired 1		(0 .3)	 ( 7. 0)
Interest received		2 . 2 	2 .1 
Dividends from joint venture		–	0.2
Amounts (paid into)/withdrawn from security deposits		(0. 3)	0.5
Cash flows used in investing activities		(3 .0) 	(12 . 3)

 

		2025	2024
	Notes	£m	£m
Cash flows from financing activities  
Share buy-backs		–	(2.5)
Principal element of lease payments	12	(13 . 0) 	(12 .7)
Repayments of loans and borrowings	19	(0 . 2) 	(0 . 2)
Transaction costs on borrowings	19	(0. 5)	–
Interest and facility fees paid		(2 3 .6) 	(2 9 .1)
Dividends paid		(6 .1)	–
Cash flows used in financing activities		(4 3 . 4) 	(4 4 . 5)
Net movement in cash and cash equivalents 		7 7. 7	  2 7. 3 
Cash and cash equivalents at the beginning of the year	17 	16 8 .4 	14 5 .7
Exchange loss on cash and cash equivalents		(5 . 3)	(4 . 6)
Cash and cash equivalents at the end of the year	17	240 .8 	16 8 .4

 

Note:

1. Acquisitions of subsidiaries comprises contingent consideration and holdback payments, net of cash

released from escrow accounts of £0. 2 million (2024: £3 . 3 million). Employment linked contingent

consideration paid is net of cash released from escrow accounts of £nil (2024: £0.6 million).

The accompanying notes on pages 129 to 166 form an integral part of these consolidated

financial statements.

Capital plc Annual Report and Accounts 2025 128Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Notes to the consolidated financial statements

1. General information

Capital plc (‘S

Capital’ or ‘Company’), is a public Company on the London Stock

Exchange, limited by shares, incorporated and domiciled in the United Kingdom on

14 November 2016. The Company has its registered office at 12 St James’s Place, London,

SW1A 1NX, United Kingdom . Under the UK Listing Rules S

Capital plc is in the equity

shares (transition) category.

The consolidated financial statements represent the results of the Company and all

its subsidiaries (together referred to as or the ‘Group’). An overview of the subsidiaries

is included in Note 29. The Group’s principal activities are focused on the provision of

tech-led, new age/new era digital advertising, marketing and technology services.

2. Basis of preparation

A. Statement of compliance

The financial statements of S

Capital plc have been prepared in accordance with

UK-adopted International Accounting Standards and with the requirements of the

Companies Act 2006 as applicable to companies reporting under those standards and

disclosure guidance and transparency rules sourcebook of the United Kingdom’s Financial

Conduct Authority.

The consolidated financial statements were authorised for issue by the Board of Directors

on 23 March 2026.

B. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured

using the currency of the primary economic environment in which the entity operates (the

functional currency). The consolidated financial statements are presented in Pound Sterling

(£ or GBP), S

Capital plc’s functional currency. All financial information in Pound Sterling

has been rounded to the nearest million, unless otherwise indicated, for both current and

prior years.

C. Basis of measurement

The consolidated financial statements are prepared on a going concern basis.

The consolidated financial statements are prepared on the historical cost basis, except for

the fair value measurement of contingent considerations and holdbacks. The accounting

principles have been consistently applied over the reporting periods.

Going concern

The Board has examined the Group’s cash flow projections for the next twelve months,

under both base and a severe yet plausible downside scenario. These assessments take

into account uncertainties such as inflation, decreased demand, and the potential impacts

of these uncertainties on growth rates, macroeconomic conditions, and the Group as

a whole. The primary assumptions in the base case are in accordance with the Group’s

Board-approved 2026–28 three-year plan, adjusted for latest outlook.

The Group possesses substantial financial resources and has significant liquidity in all

scenarios considered. As of 31 December 2025, the Group’s financial liquidity amounted

to £341 million, comprising cash and bank balances of £241 million and an undrawn

£100 million multicurrency senior secured revolving credit facility, with £20 million set

to expire in August 2026 and £80 million set to expire in February 2028. These facilities

ensure that the Group has access to adequate cash resources and working capital.

The severe yet plausible downside scenario reflects a 10% reduction in net revenue

versus the base case, with a mitigation of 0.5% reduction in total operating costs which

management believe could reasonably be achieved through natural cost reductions

from lower activity, including reduced bonuses. In this scenario, no breach of covenants

was identified. The Group has also identified additional cost control measures that

could be implemented, if required, in the event of a reduction in net revenue. These cost

control measures include limited recruitment, cost control measures on certain areas

of discretionary spend, reviewing the Group’s work force and implementing measures

to optimise resource allocation, identifying and implementing cost-saving measures

across the Group and re-evaluating the Group’s product and service offerings to focus

on high-margin high-demand areas. Management is confident that these forecasts

have been prudently established and consider potential effects on growth rates and

trading performance.

The Board is confident that the Group can operate within the confines of their current

debt and revolving credit facility, and covenants (see Note 20), while maintaining sufficient

liquidity to fulfil its financial obligations as they become due for at least 12 months from the

date of signing these financial statements. Consequently, the Group will continue to employ

the going concern basis in the preparation of their financial statements.

In preparing these consolidated financial statements, S

Capital Group makes certain

judgments and estimates. Judgments and estimates are continually evaluated based on

historical experience and other factors, including the expectations of future events that are

believed to be reasonable under the circumstances. In the future, actual experience may

differ from these judgments and estimates.

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Additional information

2. Basis of preparation continued

The judgments and estimates that have a significant risk of causing a material adjustment

to the carrying amounts of assets and liabilities or the consolidated statement of profit or

loss within the next financial year are discussed below.

D. Critical accounting judgments and estimates

Judgments

Revenue recognition

The Group’s revenue is earned from creative content, full service campaign management,

the provision of data analytics, digital media solutions and digital transformation services.

Under IFRS 15, revenue from contracts with customers is recognised as, or when, the

performance obligation is satisfied.

Specifically for the Marketing Services segment, due to the size and complexity of

contracts, management is required to form a number of judgments in the determination

of the amount of revenue to be recognised including the identification of performance

obligations within the contract and whether the performance obligation is satisfied over

time or at a point in time.

The key judgement is whether revenue should be recognised over time or at point in time.

Revenue is recognised over time consistent with, when the customer simultaneously

receives and consumes the benefit of the services as they are performed throughout the

contract period. Revenue is also recognised over time where we create an asset with no

alternative use to the Group and are contractually entitled to payment for performance

completed to date, even in the event the client terminates the contract for convenience.

Where revenue is recognised over time, an estimate must be made regarding the progress

towards completion of the performance obligation. Revenue is recognised at a point in time

only in limited circumstances involving discrete deliverables.

See Note 3 for a full description of the Group’s revenue accounting policies.

Impairment of goodwill and intangible assets

The Group applies judgement in determining whether the carrying value of goodwill and

intangible assets have any indication of impairment on an annual basis, or more frequently

if required. Both external and internal factors are monitored for indicators of impairment.

The recoverable amount is compared with the carrying amount of the cash generating units

to assess if the cash generating unit is impaired at the reporting date.

Tax positions

The Group is subject to sales tax in a number of jurisdictions. Judgement is required in

determining whether the sales tax is chargeable to the customers or not. Provisions in

relation to uncertain tax positions are established on an individual rather than portfolio

basis, considering whether, in each circumstance, the Group considers it is probable that

the uncertainty will crystallise.

Use of alternative performance measures

In establishing which items are disclosed separately as adjusting items to enable a better

understanding of the underlying financial performance of the Group, management exercise

judgement in assessing the size and nature of specific items. The Group uses alternative

performance measures as we believe these measures provide additional useful information

on the underlying trend, performance, and position of the Group. These underlying

measures are used by the Group for internal performance analysis, and credit facility

covenants calculations. The alternative performance measures include ‘adjusted operating

profit’, ‘adjusting items’ and ‘operational EBITDA’. The terms ‘adjusted operating profit’,

‘adjusting items’, ‘EBITDA’ and ‘operational EBITDA’ are not defined terms under IFRS and

may therefore not be comparable with similarly titled profit measures reported by other

companies. The measures are not intended to be a substitute for, or superior to, GAAP

measures. A full list of alternative performance measures and non-IFRS measures together

with reconciliations to IFRS measures are set out in the Alternative Performance Measures

on pages 176 to 179.

Estimates

Impairment of goodwill and intangible assets

The recoverable amount of each cash-generating unit (CGU) is determined as the higher

of value in use (VIU) and fair value less costs to dispose (FVLCD). In performing the

impairment assessment, management primarily uses a value-in-use model based on

forecast cash flows.

Cash flow projections are derived from forecasts of net revenue and EBITDA margins,

adjusted for non-cash items, and are based on Board-approved three-year business plans

for each CGU with a long-term growth rate of 2.0% applied in perpetuity beyond

the three-year explicit forecast period.

The forecasts reflect management’s expectations of future financial performance for each

CGU and incorporate assumptions relating to inflation, macroeconomic conditions and

other relevant external factors, as well as historic performance and observed trends.

The determination of recoverable amounts requires the use of significant estimates and

judgments, particularly in relation to forecast revenue growth and EBITDA margins.

Actual outcomes may differ from these estimates.

Both internal and external indicators of impairment are monitored on an ongoing basis

to assess whether there is any indication that the carrying amount of a CGU may not be

recoverable. Further detail is provided in Note 10.

Notes to the consolidated financial statements continued

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Additional information

2. Basis of preparation continued

E. Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of

fair values, for both financial and non-financial liabilities. When measuring the fair value of

an asset or a liability, the Group uses market observable data as far as possible. Fair values

are categorised into different levels in a fair value hierarchy based on the inputs used in the

valuation techniques as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs) as applicable for the measurement of contingent consideration

and holdbacks.

F. New and amended standards and interpretations adopted

by the Group

In the current year, the Group has applied a number of amendments to IFRS Accounting

Standards that are mandatorily effective for an accounting period that begins on or after

1 January 2025. Their adoption has not had any material impact on the disclosures or on the

amounts reported in these financial statements.

Lack of exchangeability – Amendments to IAS 21

For annual reporting periods beginning on or after 1 January 2025, Lack of Exchangeability

– Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specifies

how an entity should assess whether a currency is exchangeable and how it should

determine a spot exchange rate when exchangeability is lacking. The amendments

also require disclosure of information that enables users of its financial statements to

understand how the currency not being exchangeable into the other currency affects,

or is expected to affect, the entity’s financial performance, financial position and cash

flows. The amendments did not have a material impact on the Group’s financial statements.

G. New and amended standards and interpretations not yet adopted

Certain new and amended accounting standards and interpretations have been published

that are not mandatory for 31 December 2025 reporting periods and have not been early

adopted by the Group. The impact of the following standard is under assessment:

IFRS 18 ‘Presentation and Disclosure in Financial Statements’, which will become effective

in the consolidated Group financial statements for the financial year ending 31 December

2027, subject to endorsement from UK Endorsement Board.

For all other standards there is not expected to be any material impact on the Group in the

current or future reporting periods and on foreseeable future transactions.

H. Re-presentation of segment information

Effective 1 January 2025, the Group has focused its capabilities into two practices:

Marketing Services and Technology Services, which also represent its two reportable

segments under IFRS 8.

3. Accounting policies

A. Basis of consolidation

Business combinations

The Group accounts for business combinations using the acquisition method when control

is transferred to the Group. The consideration transferred for the acquisition of a subsidiary

comprises the:

• fair values of the assets transferred;

• liabilities incurred to the former owners of the acquired business;

• equity interests issued by the Group;

• fair value of any asset or liability resulting from a contingent consideration

arrangement; and

• fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business

combination are, with limited exceptions, measured initially at their fair values at the

acquisition date. The Group recognises any non-controlling interest in the acquired entity

on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s

proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the:

• consideration transferred;

• amount of any non-controlling interest in the acquired entity; and

• acquisition-date fair value of any previous equity interest in the acquired entity.

over the fair value of the net identifiable assets acquired is recorded as goodwill. If those

amounts are less than the fair value of the net identifiable assets of the business acquired,

the difference is recognised directly in the consolidated statement of profit or loss as a

bargain purchase.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 131Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

A. Basis of consolidation continued

Where settlement of any part of cash consideration is deferred, the amounts payable in the

future are discounted to their present value as at the date of exchange. The discount rate

used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing

could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability.

Amounts classified as a financial liability are subsequently remeasured to fair value, with

changes in fair value recognised as a fair value gain or loss within acquisition, restructuring

and other expenses within the consolidated statement of profit or loss.

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control.

The Group controls an entity where the Group is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns

through its power to direct the activities of the entity. Subsidiaries are fully consolidated

from the date on which control is transferred to the Group. They are deconsolidated from

the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group

companies are eliminated. Unrealised losses are also eliminated unless the transaction

provides evidence of an impairment of the transferred asset. Accounting policies of

subsidiaries have been changed where necessary to ensure consistency with the policies

adopted by the Group.

Non-controlling interests in subsidiaries are identified separately from the Group’s

equity therein. Those interests of non-controlling shareholders that entitle their holders

to a proportionate share of net assets upon liquidation may initially be measured at fair

value or at the non-controlling interests’ proportionate share of the fair value of the

acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-

by-acquisition basis. Non-controlling interests are initially measured at fair value.

Subsequent to acquisition, the carrying value of non-controlling interests is the value of

those interests at initial recognition plus the non-controlling interests’ share of subsequent

changes in equity.

Non-controlling interests in the results and equity of subsidiaries are shown separately

in the consolidated statement of profit or loss, statement of comprehensive income,

statement of changes in equity and balance sheet respectively.

B. Investments in joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control of

the arrangement have rights to the net assets of the joint arrangement. Joint control

is the contractually agreed sharing of control of an arrangement, which exists only

when decisions about the relevant activities require unanimous consent of the parties

sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in

these financial statements using the equity method of accounting.

Under the equity method, an investment is recognised initially in the consolidated balance

sheet at cost and adjusted thereafter to recognise the Group’s share of the profit or loss

and other comprehensive income of the associate or joint venture. When the Group’s

share of losses of a joint venture exceeds the Group’s interest in that joint venture (which

includes any long-term interests that, in substance, form part of the Group’s net investment

in the joint venture), the Group discontinues recognising its share of further losses.

Additional losses are recognised only to the extent that the Group has incurred legal or

constructive obligations or made payments on behalf of the joint venture.

C. Revenue recognition

The Group’s revenue is earned from creative content, full service campaign management,

the provision of data analytics, digital media solutions and digital transformation services.

Revenue comprises of gross amounts billed, or billable to clients less pass-through

expenses, if any and is stated exclusive of VAT and equivalent applicable taxes.

The difference between revenue and net revenue represents direct costs.

When a third-party is involved in the delivery of our services to the client, we assess whether

or not we are acting as a principal or an agent in the arrangement. The assessment is based

on whether we control the specified services at any time before they are transferred to

the customer. We act as principal when we control the specified services before they are

transferred to the client and we are responsible for providing the specified services, or we

are responsible for directing and integrating third-party vendors to fulfill our performance

obligation at the agreed upon contractual price. We act as an agent and arrange, at the

client’s direction, for third parties to perform certain services. In these cases, we do not

control the services prior to the transfer to the client.

For performance obligations in which we act as principal, we record the gross amount billed

to the customer within total revenue and the related incremental costs incurred as direct

costs. Direct costs comprise fees and expenses paid to external suppliers when they are

engaged to perform all or part of a specific project and are charged directly to the customer,

and where the Group retains quality control oversight.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 132Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

C. Revenue recognition continued

For performance obligations for which we act as the agent, we record our revenue as the

net amount of our gross billings less any pass-through expenses amounts remitted to

third parties.

Costs to obtain a contract are typically expensed as incurred as contracts are generally

short term in nature.

The Group determines all the separate performance obligations within the customers’

contract at contract inception. In many instances, promised services in a contract are not

considered distinct or represent a series of services that are substantially the same with

the same pattern of transfer to the customer and, as such, are accounted for as a single

performance obligation.

Revenue is recognised when a performance obligation is satisfied, in accordance with

the terms of the contractual arrangement. This is assessed on a contract-by-contract

basis. Revenue is recognised over time when the customer consumes the services as it

is performed or the Group is entitled to payment for the services performed to date.

For each performance obligation that is satisfied over time, revenue is recognised

by measuring progress towards completion of that performance obligation.

Revenue recognised over time is based on the proportion of the level of services performed.

Either an input method or an output method, depending on the particular arrangement,

is used to measure progress for each performance obligation. For most fee arrangements,

costs incurred are used as an objective input measure of performance. The primary input

of substantially all work performed under these arrangements is labour and direct costs.

There is normally a direct relationship between costs incurred and the proportion of the

contract performed to date. In other circumstances, relevant output measures, such as

the achievement of any project milestones stipulated in the contract, are used to assess

proportional performance.

Revenue recognised in the current reporting period that related to performance obligations

that were satisfied, or partially satisfied, in a prior reporting period was immaterial.

For our retainer arrangements, we have a stand-ready obligation to perform services on an

ongoing basis over the life of the contract. The scope of these arrangements is broad and

generally not reconcilable to another input or output criteria. In these instances, revenue is

recognised using a time-based method resulting in straight-line revenue recognition.

Where the total project costs exceed the project revenue, the loss is recognised within

direct costs and personnel costs in the consolidated statement of profit or loss. A provision

is recognised for such loss. No material onerous contract provisions have been identified in

the year.

Accrued income is a contract asset and is recognised when a performance obligation

has been satisfied but has not yet been billed. Accrued income is transferred to

receivables when the right to consideration is unconditional and billed per the terms of

the contractual agreement.

In certain cases, payments are received from customers or amounts are billed with an

unconditional right to receive consideration prior to satisfaction of performance obligations

and recognised as deferred income. These balances are considered contract liabilities and

are included in deferred income.

Accrued income and deferred income arising on contracts are included in trade and other

receivables and trade and other payables, as appropriate.

Trade receivables are recognised initially at the amount of consideration that is unconditional,

unless they contain significant financing components in which case they are recognised at

fair value. They are subsequently measured at amortised cost using the effective interest

method, less loss allowance. No element of financing is deemed present as the sales are

made with a general credit term of 30 days; some large multinational customers have credit

terms of 45 days to 120 days.

The Group has applied the practical expedients in IFRS 15 not to account for significant

financing components where the timing difference between receiving consideration and

transferring control of services or created content to its customer is one year or less; and to

expense the incremental costs of obtaining a contract when the amortisation period of the

asset otherwise recognised would have been one year or less.

The Group has applied the practical expedient permitted by IFRS 15 to not disclose the

transaction price allocated to performance obligations unsatisfied (or partially unsatisfied)

as of the end of the reporting period as contracts typically have an original expected

duration of a year or less.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 133Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

D. Foreign currency

The main foreign currencies for the Group are the US dollar (USD) and Euro (EUR).

Foreign currency transactions and balances

• Foreign currency transactions are translated into the functional currency using the

average exchange rates in the month. Foreign exchange gains and losses resulting from

the settlement of such transactions and from the translation at the reporting period end

exchange rates of monetary assets and liabilities denominated in foreign currencies are

recognised in the consolidated statement of profit or loss.

• Share capital, share premium and brought forward earnings are translated using the

exchange rates prevailing at the dates of the transactions.

Consolidation of foreign entities

On consolidation, income and expenses of the foreign entities are translated from the

local functional currencies to Pound Sterling, the presentation currency of the Group,

using average exchange rates during the period, apart from any foreign entities in

hyperinflationary economies (see Note 3F). All assets and liabilities of the Group’s foreign

operations are translated from the local functional currencies to Pound Sterling using the

exchange rates prevailing at the reporting date. The exchange differences arising from the

translation of the net investment in foreign entities are recognised in other comprehensive

income and accumulated in a separate component of equity. Exchange differences are

recycled to the consolidated statement of profit or loss as a reclassification adjustment

upon disposal of the foreign operation.

E. Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability

is recognised for the amount expected to be paid if the Group has a present legal or

constructive obligation to pay this amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

Share-based payments

The Group issues equity-settled share-based payments (including share options) to certain

employees and accounts for these awards in accordance with IFRS 2. The share-based

payments are measured at fair value at the grant date.

The fair value determined at the grant date is recognised in the consolidated statement

of profit or loss as an expense on a straight-line basis over the relevant vesting period,

based on the Group’s estimate of the number of shares that will ultimately vest and adjusted

for the effect of non-market vesting conditions. A detailed description of the share-based

payment plans is included in Note 24.

Defined contribution plans

The Group accounts for retirement benefit costs in accordance with IAS 19 Employee

Benefits. For defined contribution plans, contributions are charged to the consolidated

statement of profit or loss as payable in respect of the accounting period.

F. Hyperinflation

Argentina is designated as a hyperinflationary economy and the financial statements of the

Group’s subsidiaries in Argentina have been adjusted for the effects of inflation.

IAS 29 Financial Reporting in Hyperinflationary Economies requires that the consolidated

statement of profit or loss is adjusted for inflation in the period and translated at the year-end

foreign exchange rate and that non-monetary assets and liabilities on the balance sheet

are restated to reflect the change in purchasing power caused by inflation from the date

of initial recognition.

In 2025, this resulted in an increase in property, plant and equipment of £0.8 million

(2024: £1.8 million), an increase in right-of-use assets of £1.1 million (2024: £1.8 million),

an increase in equity of £nil (2024: £nil) and an opening equity restatement of £2.2 million

(2024: £4.5 million). For the year ended 31 December 2025, this resulted in a loss on the net

monetary position of £0.8 million (2024: loss on the net monetary position of £1.7 million)

in the consolidated statement of profit or loss. The impact on other non-monetary assets

and liabilities in the year was immaterial. The FACPCE price index (Federación Argentina

de Consejos Profesionales de Ciencias Económicas) of 10,084.7 was used at 31 December

2025 (2024: 7,694.0). The movement in this index during 2025 was 131% (2024: 218%).

G. Income tax

Income tax expense or credit for the period is the tax payable on the current period’s

taxable income, based on the applicable tax rate for each jurisdiction, adjusted by changes

in deferred tax assets and liabilities attributable to temporary differences and unused tax

losses. It is recognised in the consolidated statement of profit or loss, except to the extent

that it relates to a business combination, or items recognised directly in equity or in other

comprehensive income.

Notes to the consolidated financial statements continued

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Additional information

3. Accounting policies continued

G. Income tax continued

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss

for the financial year and any adjustment to tax payable or receivable in respect of previous

years. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if certain criteria are met.

Management periodically evaluates positions taken in tax returns with respect to situations

in which applicable tax regulation is subject to interpretation and considers whether it

is probable that a taxation authority will accept an uncertain tax treatment. The Group

measures its tax balances either based on the most likely amount or the expected

value, depending on which method provides a better prediction of the resolution of

the uncertainty.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between

the tax bases of assets and liabilities and their carrying amounts for financial reporting

purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except when

the deferred tax liability arises from the initial recognition of goodwill or an asset or liability

in a transaction that is not a business combination and, at the time of the transaction,

affects neither the accounting profit nor taxable profit or loss and does not give rise to

equal taxable and deductible temporary differences.

In respect of taxable temporary differences associated with investments in subsidiaries,

associates and interests in joint arrangements, when the timing of the reversal of the

temporary differences can be controlled and it is probable that the temporary differences

will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences, the carry forward

of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the

extent that it is probable that taxable profit will be available against which these items can

be utilised.

In respect of deductible temporary differences associated with investments in subsidiaries,

associates and interests in joint arrangements, deferred tax assets are recognised only to

the extent that it is probable that the temporary differences will reverse in the foreseeable

future and taxable profit will be available against which the temporary differences can

be utilised.

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 profit will be available to

allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets

are re-assessed at each reporting date and are recognised to the extent that it has become

probable that future taxable profits will allow the deferred tax asset to be recovered.

In assessing the recoverability of deferred tax assets, the Group relies on the same forecast

assumptions used elsewhere in the financial statements and in other management reports.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply

in the year when the asset is realised or the liability is settled, based on tax rates (and tax

laws) that have been enacted or substantively enacted at the reporting date.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for

separate recognition at that date, are recognised subsequently if new information about

facts and circumstances change. The adjustment is either treated as a reduction in goodwill

(as long as it does not exceed goodwill) if it was incurred during the measurement period or

recognised in profit or loss.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally

enforceable right to set off current tax assets and current tax liabilities and the deferred

tax assets and deferred tax liabilities relate to income taxes levied by the same taxation

authority on either the same taxable entity or different taxable entities, which intend either

to settle current tax liabilities and assets on a net basis, or to realise the assets and settle

the liabilities simultaneously, in each future period in which significant amounts of deferred

tax liabilities or assets are expected to be settled or recovered.

H. Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost

of intangible assets acquired in a business combination is their fair value at the date of

acquisition. Following initial recognition, intangible assets are carried at cost less any

accumulated amortisation and accumulated impairment losses. Internally generated

intangibles, excluding capitalised development costs, are not capitalised and the related

expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Notes to the consolidated financial statements continued

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Additional information

3. Accounting policies continued

H. Intangible assets continued

Intangible assets with finite lives are amortised over the useful economic life and assessed

for impairment whenever there is an indication that the intangible asset may be impaired.

The amortisation period and the amortisation method for an intangible asset with a

finite useful life are reviewed at least at the end of each reporting period. Changes in the

expected useful life or the expected pattern of consumption of future economic benefits

embodied in the asset are considered to modify the amortisation period or method, as

appropriate, and are treated as changes in accounting estimates. The amortisation expense

on intangible assets with finite lives is recognised in the consolidated statement of profit

or loss.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains

control) or when no future economic benefits are expected from its use or disposal. Any gain

or loss arising upon derecognition of the asset (calculated as the difference between the

net disposal proceeds and the carrying amount of the asset) is included in the consolidated

statement of profit or loss.

Other intangible assets – arising on the acquisition of business combinations

Brands, customer relationships and order backlog arising on the acquisition of business

combinations, are measured at cost less accumulated amortisation and accumulated

impairment losses. The acquired brands are well-known brands which are registered,

have a good track record and have finite useful lives. Customer relationships are measured

at the time of the business combination and have finite useful lives. Order backlog has finite

useful lives and represents the contracted but not yet fulfilled revenues at the time of the

business combination.

Other intangible assets – development expenditure and purchased software

Expenditure on research activities is recognised in the consolidated statement of profit

or loss as incurred. Development expenditure is capitalised only if the expenditure can

be measured reliably, the product or process is technically and commercially feasible,

future economic benefits are probable and the Group intends to and has sufficient

resources to complete development and to use or sell the asset. Otherwise, it is recognised

in the consolidated statement of profit or loss as incurred. Subsequent to initial recognition,

development expenditure is measured at cost less accumulated amortisation and

accumulated impairment losses.

Purchased software packages have finite useful lives and are measured at cost less

accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is charged to the consolidated statement of profit or loss to allocate

the cost of intangible assets over their estimated useful economic lives, using the

straight-line method.

The estimated useful economic lives of intangible assets for current and comparative

periods are as follows:

• Brands 3–20 years

• Customer relationships 6–16.5 years

• Order backlog 0–3 years

• Others 3–10 years

Amortisation methods and useful lives are reviewed at each reporting date and adjusted

if appropriate.

I. Goodwill

The Group accounts for business combinations using the acquisition method when control

is transferred to the Group. The consideration transferred is measured at the fair value

of the assets given, equity instruments issued, and liabilities incurred or assumed at the

date of exchange. Costs directly attributable to the acquisition are expensed in the year.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business

combination are measured initially at their fair values at the acquisition date.

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the

fair value of net identifiable assets and liabilities acquired. Goodwill is measured at cost less

accumulated impairment losses. Where the fair value of identifiable assets, liabilities and

contingent liabilities exceed the fair value of consideration paid, the excess is credited in

full to the consolidated statement of profit or loss on the acquisition date.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 136Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

I. Goodwill continued

Impairment of goodwill

The Group assesses, at each reporting date, whether there is an indication that an asset

may be impaired. If any indication exists, or when annual impairment testing for an asset

is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable

amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in

use. The recoverable amount is determined for an individual asset, unless the asset does

not generate cash inflows that are largely independent of those from other assets or groups

of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount,

the asset is considered impaired and is written down to its recoverable amount.

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. In determining fair value less costs of

disposal, recent market transactions are taken into account. If no such transactions can be

identified, an appropriate valuation model is used. These calculations are corroborated by

valuation multiples, quoted share prices for publicly traded companies or other available fair

value indicators.

The Group bases its impairment calculation on the most recent budgets and forecast

calculations, which are prepared separately for each of the Group’s CGUs to which the

individual assets are allocated. These budgets and forecast calculations generally cover

a period of three years. A long-term growth rate is calculated and applied to project future

cash flows after the third year.

Impairment losses of continuing operations are recognised in the consolidated statement of

profit or loss in expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date to determine

whether there is an indication that previously recognised impairment losses no longer exist

or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s

recoverable amount. A previously recognised impairment loss is reversed only if there has

been a change in the assumptions used to determine the asset’s recoverable amount since

the last impairment loss was recognised. The reversal is limited so that the carrying amount

of the asset does not exceed its recoverable amount, nor exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognised

for the asset in prior years. Such reversal is recognised in the consolidated statement of

profit or loss.

Goodwill is tested for impairment annually at year end and when circumstances indicate

that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU

to which the goodwill relates. When the recoverable amount of the CGU is less than its

carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill

cannot be reversed in future periods.

J. Leases

At inception of a lease contract, the Group assesses whether the contract conveys the

right to control the use of an identified asset for a certain period of time and whether it

obtains substantially all the economic benefits from the use of that asset, in exchange

for consideration.

Each lease is recognised as a right-of-use asset with a corresponding liability at the date

at which the lease asset is available for use by the Group. The right-of-use asset is initially

measured based on the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any initial direct costs incurred, less any

lease incentives received.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease

term on a straight-line basis. Depreciation is recognised in operating expenses costs and

interest expense is recognised under finance expenses in the consolidated statement of

profit or loss. The lease term includes periods covered by an option to extend if the Group

is reasonably certain to exercise that option. Right-of-use assets are reviewed for indicators

of impairment and an impairment test is performed when an impairment indicator exists.

The lease liability is initially measured at the present value of the lease payments that

are not paid at the commencement date, discounted using the interest rate implicit in the

lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate

for the same term as the underlying lease. Lease payments included in the measurement

of lease liabilities comprise fixed payments less any lease incentives receivable and

variable lease payments that depend on an index or a rate as at the commencement date.

Lease modifications result in remeasurement of the lease liability.

Short-term leases and leases of low value assets

The Group has elected to use the practical expedient not to recognise right-of-use assets

and lease liabilities for short-term leases that have a lease term of 12 months or less from

the commencement date and do not contain a purchase option and leases of low value

assets which the present value of the assets is below £5,000. The payments associated

with these leases are recognised as operating expenses over the lease term.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 137Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

K. Property, plant and equipment

Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation and

any accumulated impairment losses. Historical cost includes expenditure that is directly

attributable to bringing the asset to the location and condition necessary for it to be

capable of operating in the manner intended by management. Any gain or loss on disposal

of an item of property, plant and equipment is recognised in the consolidated statement of

profit or loss.

Depreciation

Depreciation is charged to the consolidated statement of profit or loss to allocate the cost

of items of property, plant and equipment less their estimated residual values over their

estimated useful lives, using the straight-line method. The estimated useful lives for current

and comparative periods range as follows:

• Leasehold improvements Shorter of useful life and lease term

• Furniture and fixtures 5 years

• Office equipment 3–5 years

• Other assets 3–5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date

and adjusted if appropriate.

Impairment

PPE assets are tested for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable. Any impairment in carrying

value is being charged to the consolidated statement of profit or loss. PPE assets that have

been impaired are reviewed for possible reversal of the impairment loss at the end of each

reporting period. The reversal is limited to the carrying amount net of depreciation, had no

impairment loss been recognised in the prior reporting periods.

L. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a

financial liability or equity instrument of another entity.

Financial assets – Recognition and initial measurement

On initial recognition, a financial asset is classified as measured at: amortised cost; fair

value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity

investment; or fair value through profit or loss (FVTPL).

The classification of financial assets at initial recognition depends on the financial asset’s

contractual cash flow characteristics and the Group’s business model for managing

them. With the exception of trade receivables that do not contain a significant financing

component or for which the Group has applied the practical expedient, the Group initially

measures a financial asset at its fair value plus, in the case of a financial asset not at fair

value through profit or loss, transaction costs. Trade receivables that do not contain a

significant financing component or for which the Group has applied the practical expedient

are measured at the transaction price.

The Group’s business model for managing financial assets refers to how it manages its

financial assets in order to generate cash flows. The business model determines whether

cash flows will result from collecting contractual cash flows, selling the financial assets or

both. Financial assets classified and measured at amortised cost are held within a business

model with the objective to hold financial assets in order to collect contractual cash flows.

Classification and subsequent measurement – Financial assets

Financial assets are not reclassified subsequent to their initial recognition unless the

Group changes its business model for managing financial assets, in which case all affected

financial assets are reclassified on the first day of the first reporting period following the

change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions

and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual

cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 138Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

L. Financial instruments continued

Financial assets – Derecognition

The Group derecognises a financial asset when:

• the contractual rights to the cash flows from the financial asset expire; or

• it transfers the rights to receive the contractual cash flows in a transaction in which either:

• substantially all of the risks and rewards of ownership of the financial asset are

transferred; or

• the Group neither transfers nor retains substantially all of the risks and rewards of

ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its

consolidated balance sheet but retains either all or substantially all of the risks and rewards

of the transferred assets. In these cases, the transferred assets are not derecognised.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt

instruments not held at fair value through profit or loss. ECLs are based on the difference

between the contractual cash flows due in accordance with the contract and all the cash

flows that the Group expects to receive, discounted at an approximation of the original

effective interest rate.

ECLs are recognised in two stages. For credit exposures for which there has not been a

significant increase in credit risk since initial recognition, ECLs are provided for credit losses

that result from default events that are possible within the next 12 months (a 12 month

ECL). For those credit exposures for which there has been a significant increase in credit

risk since initial recognition, a loss allowance is required for credit losses expected over the

remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in

calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead

recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has

established a provision matrix that is based on its historical credit loss experience, adjusted

for forward-looking factors specific to the debtors and the economic environment.

In certain cases, the Group may also consider a financial asset to be in default when internal

or external information indicates that the Group is unlikely to receive the outstanding

contractual amounts in full. A financial asset is written off when there is no reasonable

expectation of recovering the contractual cash flows.

Financial liabilities – Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value

through profit or loss, loans and borrowings or payables as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and

borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings

including bank overdrafts.

Financial liabilities – Subsequent measurement

For the purposes of subsequent measurement, financial liabilities are classified in

two categories:

• Financial liabilities at fair value through profit or loss; and

• Financial liabilities at amortised cost.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for

trading and financial liabilities designated upon initial recognition as at fair value through

profit or loss.

Any gains or losses on liabilities held are recognised as a fair value gain or loss in the

consolidated statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are

designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.

Financial liabilities at amortised cost (loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured

at amortised cost using the effective interest rate (EIR) method. Gains and losses are

recognised in profit or loss when the liabilities are derecognised as well as through the EIR

amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition

and fees or costs that are an integral part of the EIR. The EIR amortisation is included as

finance costs in the consolidated statement of profit or loss.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 139Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

3. Accounting policies continued

L. Financial instruments continued

Financial liabilities – Derecognition

The Group derecognises a financial liability when its contractual obligations are discharged

or cancelled, or expire. The Group also derecognises a financial liability when its terms are

modified and the cash flows of the modified liability are substantially different, in which

case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount

extinguished and the consideration paid (including any non-cash assets transferred or

liabilities assumed) is recognised in the consolidated statement of profit or loss as a fair

value gain or loss.

M. Equity

The Group’s ordinary share capital is classified as equity instruments. Incremental costs

directly attributable to the issue of new shares are shown in equity as a deduction, net of

tax, from the proceeds. The Group issues financial instruments which are treated as equity

only to the extent that they do not meet the definition of a financial liability. These equity

instruments are based on a fixed number of shares. These equity instruments include

both initial deferred equity consideration and deferred equity consideration following the

achievement of contingent consideration criteria.

N. Cash flow statement

The cash flow statement is prepared using the indirect method. The cash and cash

equivalents in the cash flow statement comprise cash and cash equivalents except for

deposits with a maturity of longer than three months and minus current bank loans drawn

under overdraft facilities. Cash flows denominated in foreign currencies are converted

based on average exchange rates. Exchange rate differences affecting cash items are

shown separately in the cash flow statement.

Income taxes paid are included in cash flows from operating activities. Interest and facility

fees paid is included in cash flows from financing activities. Purchase consideration for

amounts paid for acquiring subsidiaries, net of cash acquired, is included in cash flows

from investing activities, insofar as the acquisition is settled in cash. Performance linked

contingent consideration paid is included within the investing activities. Where the

estimate of contingent consideration is adjusted outside of the measurement period,

through the consolidated statement of profit or loss, then the payment of the difference

between the initial estimate and the increased estimate is included within operating cash

flows. Employment linked contingent consideration paid is included in cash flows from

operating activities. Principal elements of lease payments are included in cash flows from

financing activities.

4. Acquisitions

Current year acquisitions

No acquisitions were made during the year ended 31 December 2025.

Prior year acquisitions

TheoremOne

Included within other reserves at 31 December 2025 is £7.2 million (2024: £26.4 million)

comprised of £7.2 million recognised as deferred equity consideration in 2023.

At 31 December 2025, £5.7 million of holdbacks (2024: £6.1 million) remain relating to

amounts held back due to cover and indemnify the Group against certain acquisition costs

and damages. The Group currently expects to settle the maximum holdback amount.

The amount payable would be dependent on the amount of these acquisition costs and

damages, with the minimum amount payable being £nil.

5. Segment information

A. Operating segments

Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision-maker (CODM). The CODM has been identified as

the Board of Directors of the Group.

Effective 1 January 2025, the Group has focused its capabilities into two practices:

Marketing Services and Technology Services which also represent its two reportable

segments under IFRS 8. Marketing Services comprises the previously reported Content

and Data&Digital Media segments. The information presented for prior periods have been

re-presented to be on a consistent basis with the new segments.

During the year, the Group has two reportable segments as follows:

• Marketing Services: Creative content, campaigns, and assets at a global scale for paid,

social and earned media – from digital platforms and apps to brand activations that aim

to convert consumers at every point of contact. Full service campaign management

analytics, creative production and ad serving, platform and systems integration and

transition, training and education.

• Technology Services: Digital transformation services in delivering advanced digital

product design, engineering services and delivery services.

Notes to the consolidated financial statements continued

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Additional information

5. Segment information continued

A. Operating segments continued

The Board of the Group uses net revenue rather than revenue to manage the Group due

to the fluctuating amounts of direct costs, which form part of revenue. The following is an

analysis of the Group’s net revenue and results by reportable segments:

	Marketing	Technology
	Services 1	Services	Total
2025	£m	£m	£m
Revenue	695.8	59.0	754.8
Net revenue	614.0	59.0	673.0
Segment profit 2,3	92.6	8.9	101.5
Overhead costs			(20.3)
Adjusted non-recurring and acquisition related expenses 4			(21.0)
Depreciation, amortisation and impairment 5			(57.5)
Net finance costs and loss on net monetary position			(26.5)
Loss before income tax			(23.8)

Notes:

1. Comparative information for the prior period has been represented to reflect the Group’s revised

segment structure.

2. Including £11.8 million related to depreciation of right-of-use assets, £0.9 million related to impairment

of property, plant and equipment and £2.0 million reversal of impairment of right-of-use assets to align

with internal decision making.

3. In arriving at segment profit, personnel costs of £445.3 million and £45.2 million were deducted from

Marketing Services and Technology Services respectively.

4. Comprised of acquisition and restructuring expenses (£15.9 million), share-based payment costs

(£4.0 million), transformation costs (£4.1 million), reversal of impairment of right-of-use assets

(£2.0 million) and onerous lease provision (£1.0 million credit). See Note 6.

5. Excluding £11.8 million related to depreciation of right-of-use assets, £0.9 million related to

impairment of property, plant and equipment and £2.0 million reversal of impairment of right-of-use

assets to align with internal decision making.

	Marketing	Technology
	Services 1	Services	Total
2024	£m	£m	£m
Revenue	761.7	86.5	848.2
Net revenue	6 67.9	86.7	754.6
Segment profit 2, 3	94.7	11.5	106.2
Overhead costs			(18.4)
Adjusted non-recurring and acquisition related expenses 4			(35.6)
Depreciation, amortisation and impairment 5, 6			(355.0)
Net finance costs and gain on net monetary position			(28.1)
Loss before income tax			(330.9)

Notes:

1. Comparative information for the prior period has been represented to reflect the Group’s revised

segment structure.

2. Including £13.2 million related to depreciation and £5.3 million impairment of right-of-use assets to

align with internal decision making.

3. In arriving at segment profit, personnel costs of £497.4 million and £68.4 million were deducted from

Marketing Services and Technology Services respectively.

4. Comprised of acquisition and restructuring expenses (£21.7 million), share-based payment

costs (£6.5 million), impairment of right-of-use assets (£5.3 million) and onerous lease provision

(£2.1 million). See Note 6.

5. Includes impairment of goodwill of £204.4 million in Marketing Services and of goodwill and

intangibles of £96.8 million in Technology Services.

6. Excluding £13.2 million related to depreciation and £5.3 million impairment of right-of-use assets to

align with internal decision making.

Segment profit represents the profit earned by each segment without allocation of the

share of profit of joint ventures, central administration costs including Directors’ salaries,

finance income, non-operating gains and losses, and income tax expense. This is the

measure reported to the Group’s Board of Directors for the purpose of resource allocation

and assessment of segment performance.

Notes to the consolidated financial statements continued

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Additional information

Notes to the consolidated financial statements continued

5. Segment information continued

B. Information about major customers

One customer (2024: one) accounted for more than 10% of the Group’s revenue during the

year, contributing £132.0 million (2024: £148.1 million). The revenue from this customer was

attributable to the Marketing Services segment.

C. Geographical information

The Group’s revenue, net revenue and non-current assets by geographical segment are

shown below. Non-current assets exclude deferred tax assets.

		Europe, Middle
	Americas	East & Africa	Asia Pacific	Total
2025	£m	£m	£m	£m
Revenue	585.6	126.8	42.4	754.8
Net revenue	537.4	99.9	35.7	673.0
Non-current assets	429.8	227.1	25.0	681.9

		Europe, Middle
	Americas	East & Africa	Asia Pacific	Total
2024	£m	£m	£m	£m
Revenue	628.7	165.7	53.8	848.2
Net revenue	587. 9	123.4	43.3	754.6
Non-current assets	504.6	232.7	30.2	767. 5

6. Operating expenses

	2025	2024
Personnel expenses 1	£m	£m
Wages and salaries	394.7	465.0
Social security costs 2	80.4	77.9
Other pension costs	11.1	12.6
Share-based payments 2	4.0	6.8
Other personnel costs	13.7	19.2
Total	503.9	581.5

Notes:

1. Contingent consideration is disclosed separately from personnel expenses, as part of acquisition

expenses overleaf.

2. Social security costs includes £nil (2024: £0.3 million credit) of social security relating to

share-based payments.

The key management personnel comprise the Directors of the Group. Details of

compensation for key management personnel are disclosed on page 98.

Monthly average number of employees by segment	2025	2024
Marketing Services	6, 211	6,764
Technology Services	477	678
Central	56	56
Total	6, 74 4	7,498

Monthly average number of employees by geography	2025	2024
Americas	4,890	5,328
Europe, Middle East and Africa	1,16 0	1,382
Asia Pacific	694	788
Total	6,744	7,498

	2025	2024
Acquisition, restructuring and other one-off expenses	£m	£m
Advisory, legal, due diligence and related costs	1.3	0.8
Restructuring costs	17.0	18.8
Transformation costs	4.1	4.2
Acquisition related bonuses	–	0.2
Contingent consideration linked to employee service	(0.7)	0.7
Contingent consideration fair value gain	(1.7)	(3.0)
Onerous lease (income)/expense	(1.0)	2.1
Total	19.0	23.8

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6. Operating expenses continued

	2025	2024
Depreciation, amortisation, loss on disposal and impairment	£m	£m
Depreciation of property, plant and equipment	6.7	9.5
Depreciation of right-of-use of assets	11.8	13.2
Amortisation of intangible assets	49.4	44.3
Impairment of goodwill	–	280.4
Impairment of intangible assets	–	20.8
Impairment of property, plant and equipment	0.9	–
(Reversal of)/Impairment of right-of-use of assets	(2.0)	5.3
Loss on disposal of property, plant and equipment	0.5	–
Total	67.3	373.5

	2025	2024
Other operating expenses	£m	£m
IT expenses	32.6	31.0
Consultancy fees	6.1	6.0
Accounting and administrative service fees	7.0	7. 5
Lease costs	5.2	6.5
Sales and marketing costs	7.6	7. 4
Legal fees	4.5	3.1
Travel and accommodation costs	6.7	7.9
Insurance fees	2.9	2.7
Impairment loss recognised on trade receivables	2.2	1.4
Other general and administrative costs	5.3	5.2
Total	80.1	78.7

Lease costs mainly relate to short term and low value lease costs under IFRS 16.

Audit fees included in general and administrative costs are as follows:

	2025	2024
Audit fees	£m	£m
Fees payable to the Company’s auditors and their associates for the audit of parent company and consolidated financial statements	3.5	3.8
Fees payable to Company’s auditors and their associates for other services:
Audit of the financial statements of the Company’s subsidiaries	0.3	0.2
Total audit fees for the current year audit	3.8	4.0
Total audit fees	3.8	4.0
Fees payable to Company auditors and their associates for audit-related assurance services	0.4	0.4
Other assurance services	–	0.1
Total	4.2	4.5

Audit-related assurance services to the Group relates to the fee charged for

the half-year review. No other fees than those disclosed above were payable to

PricewaterhouseCoopers LLP.

7. Finance income and expenses

	2025	2024
Finance income	£m	£m
Interest income	2.9	3.0
Foreign exchange differences	–	2.3
Total	2.9	5.3

	2025	2024
Finance expenses	£m	£m
Interest on bank loans and overdrafts	(20.3)	(25.5)
Interest on lease liabilities	(2.1)	(2.5)
Foreign exchange differences	(3.0)	–
Other finance costs	(3.2)	(3.7)
Total	(28.6)	(31.7)

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 143Additional information

8. Income tax

The income tax credit/(expense) comprises the following:

	2025	2024
	£m	£m
Current tax for the year	(9.9)	( 7.3)
Adjustments for current tax of prior years	1.9	2.4
Total current tax	(8.0)	(4.9)
Origination and reversal of timing differences	12.8	31.4
Adjustments for deferred tax of prior periods	(3.5)	(3.1)
Effect of change in tax rates	(2.3)	0.6
Income tax (expense)/credit in profit or loss	(1.0)	24.0

The tax credit for the year can be reconciled to the income tax credit/(expense) in the

consolidated statement of profit or loss as follows:

	2025	2024
	£m	£m
Loss before income tax	(22.6)	(330.9)
Tax credit at the UK rate of 25.0% (2024: 25.0%)	5.7	82.7
Tax effect of amounts which are non-deductible	(5.7)	(57. 2)
Difference in overseas tax rates	(1.0)	(1.5)
Income tax (expense)/credit in profit or loss	(1.0)	24.0

The UK rate was 25% in 2025 (2024: 25%). The applicable tax rate is based on the

proportion of the contribution to the result by the Group entities and the tax rate applicable

in the respective countries. The applicable tax rate in the respective countries ranges

from 0% to 35%. The effective tax rate for the year deviates from the applicable tax rate

mainly because of non-deductible items, amortisation, accelerated capital allowances over

depreciation on plant, property and equipment and differences in overseas tax rate.

The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation

was enacted in the United Kingdom, the jurisdiction in which the Company is incorporated,

in July 2023 and came into effect for accounting periods commencing on or after

31 December 2023. Under the legislation, the Group is liable to pay a top-up tax on

adjusted jurisdictional profits for the difference between its GloBE effective tax rate per

jurisdiction and the 15% minimum rate.

The Group has assessed the current tax impact of the Pillar Two legislation in the

jurisdictions within which the Company operates, and no material current tax expense is

expected to arise under Pillar Two for the current period. The Group applies the exception

to recognising and disclosing information about deferred tax assets and liabilities related to

Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

The Group intends to apply the transitional safe harbour provisions available under the

OECD Framework in the majority of jurisdictions, based on Country-by-Country Reporting

(CbCR) data for the current period, which are expected to provide an exemption to the

requirement for detailed Pillar Two jurisdictional computations during the transitional period.

The Group continues to monitor legislative developments related to Pillar Two and will

assess any potential impact on its consolidated results of operations, financial position, and

cash flows.

9. Loss per share

	2025	2024
Loss attributable to shareowners of the Company (£m)	(24.8)	(306.9)
Weighted average number of Ordinary Shares	674,818,805	671,956,509
Basic loss per share (pence)	(3.7)	(45.7)

Loss per share is calculated by dividing the loss attributable to the shareowners of the

Group by the weighted average number of Ordinary Shares in issue during the year.

	2025	2024
Loss attributable to shareowners of the Company (£m)	(24.8)	(306.9)
Weighted average number of Ordinary Shares	674,818,805	671,956,509
Diluted loss per share (pence)	(3.7)	(45.7)

	2025	2024
Adjusted profit attributable to shareowners of the Company (£m)	33.6	34.7
Weighted average number of Ordinary Shares	674,818,805	671,956,509
Adjusted basic earnings per share (pence)	5.0	5.2

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 144Additional information

10. Goodwill

	2025	2024
Cost	£m	£m
At 1 January	697.3	706.5
Foreign exchange differences	(22.1)	(9.2)
At 31 December	675.2	697.3
Accumulated impairment
At 1 January	(306.1)	(15.2)
Impairment charge in year	–	(280.4)
Foreign exchange differences	11.9	(10.5)
At 31 December	(294.2)	(306.1)
Net book value
At 1 January	391.2	691.3
At 31 December	381.0	391.2

Goodwill represents the excess of consideration over the fair value of the Group’s share of

the net identifiable assets of the acquired subsidiary at the date of acquisition.

Impairment testing

Goodwill acquired through business combinations is allocated to CGUs for the purpose of

impairment testing.

Effective 1 January 2025, the Group has focused its capabilities into two practices:

Marketing Services and Technology Services which also represent its two reportable

segments and CGUs.

Marketing Services comprises the previously reported Content and Data&Digital Media

CGUs. The goodwill held at 31 December 2025 is allocated to the Marketing Services CGU.

The goodwill related to the Technology Services CGU was fully impaired during the year

ended 31 December 2024. For the year ended 31 December 2025, following impairment

indicators, an impairment test was performed over the remaining assets other than goodwill.

	2025	2024
	£m	£m
Marketing Services 1	381.0	391.2

Note:

1. Comparative information for the prior period has been represented to reflect the Group’s revised

segment structure.

The recoverable amount for each CGU is determined using a value-in-use calculation.

In determining the value-in-use, the Group uses forecast revenue and profits adjusted

for non-cash transactions to generate cash flow projections. The forecasts are prepared

by management based on the Board-approved three-year business plans for each CGU

with a long-term growth rate of 2.0% applied in perpetuity beyond the three-year explicit

forecast period. The forecasts reflect the expected financial performance for each CGU,

and consider the impact of inflation and the latest macroeconomic trends and external

factors, as well as historic performance and trends, amongst other factors.

For Marketing Services, with a headroom of £101.0 million (2024: net impairment in

Content of £196.5 million and headroom of £1.1 million in Data&Digital Media), the range

of net revenue growth rates across the three-year-forecast period is between -0.2% and

5.0% (2024: -0.6% and 15.2%), and the range of EBITDA margin across the three-year

forecast period is between 18.7% and 23.5% (2024: 12.6% and 19.0%). A pre-tax

discount rate of 17.2% (2024: 14.3% and 15.1%) has been used, with a long-term growth

rate of 2.0% (2024: 2.0%) applied in perpetuity beyond the three-year explicit forecast

period. The recoverable amount would equal the carrying amount either if net revenue

growth were to be reduced to a range of -0.3% to 3.7% (with costs remaining unchanged)

or if EBITDA margin were to be reduced to a range of 16.1% to 21.0% (with net revenue

remaining unchanged).

For Technology Services, with a headroom of £20.5 million (2024: net impairment of

£83.9 million), the range of net revenue growth rates across the three-year-forecast period

is between -2.2% and 5.0% (2024: -4.9% and 10.2%) , and the range of EBITDA margin

across the three-year forecast period is between 19.8% and 24.9% (2024: 15.7% and

17.0%) . A pre-tax discount rate of 15.1% (2024: 13.4%) has been used, with a long-term

growth rate of 2.0% (2024: 2.0%) applied in perpetuity beyond the three-year explicit

forecast period. The recoverable amount would equal the carrying amount either if net

revenue growth were to be reduced to a range of -3.3% to 2.4% (with costs remaining

unchanged) or if EBITDA margin were to be reduced to a range of 14.2% to 19.3% (with net

revenue remaining unchanged).

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 145Additional information

10. Goodwill continued

The following is a sensitivity analysis for Marketing Services and Technology Services

showing the headroom/(impairment) in the case of changes in the key assumptions.

The consequential impacts of the changes in net revenue growth and EBITDA margins

on cash flow assumptions including working capital movements and tax charges have

been incorporated into the sensitivity analyses set out below, but all other variables are

held constant.

	Net revenue growth	EBITDA margin
£m	30.0% reduction	150bps reduction
Marketing Services	(13.0)	43.1
Technology Services	8.3	15.1

Notes:

1. A 30% reduction has been applied to net revenue growth rate in each year of the explicit forecast

period (with costs remaining unchanged), with the long-term growth rate unchanged.

2. A 150 basis point reduction in EBITDA margin has been applied in each year of the forecast period,

including in the terminal period (with revenue remaining unchanged).

In the net revenue growth sensitivity analyses referred to above, no cost mitigation

actions are assumed within the forecasts. In the event of a reduction in net revenue

growth, the Group has identified cost control measures that could be implemented,

such as reduced bonuses, limited recruitment, cost control measures on certain areas

of discretionary spend, reviewing the Group’s work force and implementing measures

to optimise resource allocation, identifying and implementing cost-saving measures

across the Group and re-evaluating the Group’s product and service offerings to focus

on high-margin high-demand areas.

11. Intangible assets

	Customer		Order
	relationships	Brands	backlog	Other	Total
Cost	£m	£m	£m	£m	£m
At 1 January 2024	510.6	25.1	0.5	19.7	555.9
Additions	–	–	–	4.2	4.2
Disposals	–	(8.4)	(0.3)	(0.1)	(8.8)
Foreign exchange differences	(4.0)	(0.7)	–	(0.2)	(4.9)
At 31 December 2024	506.6	16.0	0.2	23.6	546.4
Additions	–	–	–	2.4	2.4
Foreign exchange differences	(15.6)	0.4	0.5	(0.3)	(15.0)
At 31 December 2025	491.0	16.4	0.7	25.7	533.8

	Customer		Order
	relationships	Brands	backlog	Other	Total
Accumulated amortisation and impairment	£m	£m	£m	£m	£m
At 1 January 2024	(144.6)	(16.2)	(0.5)	(13.0)	(174.3)
Charge for the year	(38.3)	(2.9)	–	(3.1)	(44.3)
Impairment	(20.8)	–	–	–	(20.8)
Disposals	–	8.4	0.3	0.1	8.8
Foreign exchange differences	(1.1)	0.4	–	0.1	(0.6)
At 31 December 2024	(204.8)	(10.3)	(0.2)	(15.9)	(231.2)
Charge for the year	(45.1)	(0.8)	–	(3.5)	(49.4)
Foreign exchange differences	5.8	(0.2)	(0.5)	0.1	5.2
At 31 December 2025	(244.1)	(11.3)	(0.7)	(19.3)	(275.4)
Net book value
At 31 December 2024	301.8	5.7	–	7.7	315.2
At 31 December 2025	246.9	5.1	–	6.4	258.4

Other intangibles relates mainly to software. The average remaining amortisation period of

intangible assets as at 31 December 2025 was 4.0 years (2024: 5.4 years).

The following table details individually material intangible assets by acquisition:

	Customer
	relationships	Remaining
Acquisition	£m	useful life
MediaMonks	51.1	5–9 years
Firewood	29.1	8 years
TheoremOne	28.8	2 years
Decoded	27. 5	9–10 years
Zemoga	18.8	10 years
MightyHive	17. 3	4 years
Jam 3	13.0	9 years
Cashmere	11.8	8 years
Raccoon	8.1	3–5 years
Metric Theory	7. 6	5 years
XX Artists	7. 4	4 years
Circus	6.4	4 years

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 146Additional information

12. Leases

	2025	2024
Right-of-use assets	£m	£m
Balance at 1 January	34.7	45.8
Additions	2.5	2.1
Impairments 2	–	(5.3)
Reversal of impairment 3	2.0	–
Disposals and modifications	(0.1)	5.8
Depreciation of right-of-use assets	(11. 8)	(13.2)
Hyperinflation	0.7	1.8
Exchange rate differences	(0.7)	(2.3)
At 31 December 2025 1	27.3	34.7

	2025	2024
Lease liabilities	£m	£m
Balance at 1 January	(42.5)	(49.0)
Additions	(2.3)	(2.0)
Disposals and modifications	0.1	(5.8)
Payment of lease liabilities	15.1	15.2
Interest on lease liabilities	(2.1)	(2.5)
Exchange rate differences	0.4	1.6
At 31 December 2025 1	(31.3)	(42.5)
Non-current lease liabilities	(19.3)	(29.7)
Current lease liabilities	(12.0)	(12.8)
At 31 December 2025 1	(31.3)	(42.5)

Notes:

1. The right-of-use assets and lease liabilities primarily relate to offices.

2. Right-of-use asset impairments relate to leases impaired as part of the Group’s Property

Rationalisation Programme.

3. The reversal of impairment relates to expected future economic benefits from the previously impaired

right-of-use asset that the entity now expects to generate from sublease agreements.

13. Property, plant and equipment

	Leasehold	Furniture and	Office	Other
	improvements	fixtures	equipment	assets	Total
Cost	£m	£m	£m	£m	£m
At 1 January 2024	18.4	5.1	33.9	1.7	59.1
Additions	0.7	0.2	3.1	–	4.0
Hyperinflation	1.8	0.3	2.7	0.4	5.2
Disposals	(1.3)	(0.2)	(2.8)	(0.2)	(4.5)
Foreign exchange differences	(1.3)	(0.2)	(1.9)	(0.3)	(3.7)
At 31 December 2024	18.3	5.2	35.0	1.6	6 0.1
Additions	0.2	0.1	2.0	–	2.3
Hyperinflation	0.7	0.1	1.0	0.1	1.9
Disposals	(0.9)	(0.2)	(0.2)	(0.2)	(1.5)
Foreign exchange differences	(0.7)	(0.2)	(1.6)	(0.2)	(2.7)
At 31 December 2025	17.6	5.0	36.2	1.3	60.1

	Leasehold	Furniture and	Office	Other
Accumulated depreciation	improvements	fixtures	equipment	assets	Total
and impairment	£m	£m	£m	£m	£m
At 1 January 2024	(8.8)	(3.4)	(24.3)	(0.7)	( 37. 2)
Charge for the year	(2.6)	(0.6)	(6.0)	(0.3)	(9.5)
Hyperinflation	(1.0)	(0.1)	(2.0)	(0.2)	(3.3)
Disposals	1.3	0.2	2.8	0.2	4.5
Foreign exchange differences	0.6	0.1	1.0	0.1	1.8
At 31 December 2024	(10.5)	(3.8)	(28.5)	(0.9)	(43.7)
Charge for the year	(2.4)	(0.4)	(3.7)	(0.2)	(6.7)
Hyperinflation	(0.5)	(0.1)	(1.0)	(0.1)	(1.7)
Disposals	0.4	0.2	0.2	0.2	1.0
Impairment	(0.9)	–	–	–	(0.9)
Foreign exchange differences	0.6	(0.1)	1.2	0.1	1.8
At 31 December 2025	(13.3)	(4.2)	(31.8)	(0.9)	(50.2)
Net book value
At 31 December 2024	7.8	1.4	6.5	0.7	16.4
At 31 December 2025	4.3	0.8	4.4	0.4	9.9

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 147Additional information

14. Interest in joint ventures and associates

The Group has a 50% interest in the GP (2024: 50%), a joint venture whose primary

activity is to invest in technology companies focused on the marketing and advertising

industries, to focus on early-stage technology investments with the ability to transform

the sector.

The Group has a 25% interest in Hoorah, a South African based Company. Hoorah is a

full-service creative digital marketing agency specialising in creating impactful campaigns

that connect brands with their audiences.

On 2 January 2025 the Group (through S

Capital 2 Limited) and Alvear Limited became

equal shareholders in a joint venture entity, Monkfilms Limited (Monkfilms). The primary

commercial objective of Monkfilms is to secure a production and distribution deal with a

major media company for a documentary film. There was no movement in the value of the

investment during the year, and the Group’s carrying amount as at 31 December 2025 was

£50. There was no profit or comprehensive income.

Summarised financial information of the joint venture and associate, based on its IFRS

financial statements, and reconciliation with the carrying amount of the investment in the

consolidated financial statements are set out below:

		Nature of	2025	2024
	Ownership	relationship	£m	£m
S 4 S	50%	Joint venture	–	0.1
Hoorah	25%	Associate	0.8	0.7
Monkfilms	50%	Joint venture	–	–
At 31 December			0.8	0.8

	2025	2025	2025	2024
	S 4 S	Hoorah	Total	Total
	£m	£m	£m	£m
Balance at the beginning of the year	0.1	0.7	0.8	0.2
Investment in the year	–	–	–	0.7
Share of (loss)/profits	(0.1)	0.1	–	0.1
Dividends	–	–	–	(0.2)
Balance at the end of the year	–	0.8	0.8	0.8

Summarised balance sheet:

	2025	2025	2025	2024
	S 4 S	Hoorah	Total	Total
	£m	£m	£m	£m
Non-current assets	–	1.0	1.0	1.1
Current assets 1	0.5	0.7	1.2	0.8
Current liabilities	(0.7)	(0.3)	(1.0)	(0.5)
Net assets	(0.2)	1.4	1.2	1.4
Group’s share of net assets	(0.1)	0.4	0.2	0.4
Less: loss restricted to carrying value of investment 2	0.1	–	0.1	–
Goodwill	–	0.4	0.4	0.4
Group’s carrying amount of the investment	–	0.8	0.8	0.8

Notes:

1. Includes cash and cash equivalents held by the joint venture of £0.2 million (2024: £0.2 million).

2. The Group has not recognised losses totalling £0.1 million in 2025 in relation to its interests in S

Ventures, because the Group has no obligation in respect to these losses.

Summarised statement of profit or loss:

	2025	2025	2025	2024
	S 4 S	Hoorah	Total	Total
	£m	£m	£m	£m
Revenue	1.0	2.4	3.4	1.9
Operating expense	(1.2)	(2 .1)	(3.3)	(1.8)
(Loss)/Profit for the year	(0.2)	0.3	0.1	0.1
Other comprehensive expense	–	–	–	–
Total comprehensive (expense)/income	(0.2)	0.3	0.1	0.1

Notes to the consolidated financial statements continued

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Capital plc Annual Report and Accounts 2025 148Additional information

14. Interest in joint ventures and associates continued

Group’s share of joint venture and associate profit or loss:

	2025	2025	2025	2024
	S 4 S	Hoorah	Total	Total
	£m	£m	£m	£m
Revenue	0.5	0.6	1.1	0.7
Operating expense	(0.6)	(0.5)	(1.1)	(0.6)
(Loss)/Profit for the year	(0.1)	0.1	–	0.1
Total comprehensive (expense)/income	(0.1)	0.1	–	0.1
Group’s share of joint venture/associate (loss)/profit	(0.1)	0.1	–	0.1

The joint venture had no other contingent liabilities or commitments as at 31 December 2025

(2024: £nil).

15. Deferred tax assets and liabilities

	Goodwill	Leases and
	and	Property,					Net
	intangible	plant and	Short term				deferred
	assets	equipment 1	differences	Losses	Total	Offset 2	tax assets
Deferred tax assets	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	45.8	15.1	13.7	–	74.6	(49.9)	24.7
Reclassification	–	(0.5)	(0.7)	0.7	(0.5)	–	(0.5)
Credited/(charged) to profit or loss 3	15.3	(3.0)	2.6	3.1	18.0	–	18.0
Foreign exchange	(0.1)	(0.9)	0.1	–	(0.9)	–	(0.9)
differences
Movement in deferred	–	–	–	–	–	7.7	7.7
tax offset
At 31 December 2024	61.0	10.7	15.7	3.8	91.2	(42.2)	49.0
Credited/(charged) to profit or loss	(2.0)	(2.4)	2.2	3.7	1.5	–	1.5
Foreign exchange	(3.2)	(0.3)	(1.1)	(0.4)	(5.0)	–	(5.0)
differences
Movement in deferred	–	–	–	–	–	1.2	1.2
tax offset
At 31 December 2025	55.8	8.0	16.8	7.1	87.7	(41.0)	46.7

	Goodwill	Leases and
	and	Property,
	intangible	plant and	Short term			Net deferred
	assets	equipment 1	differences	Total	Offset 2	tax liabilities
Deferred tax liabilities	£m	£m	£m	£m	£m	£m
At 1 January 2024	(60.6)	–	(13.4)	(74.0)	49.9	(24.1)
Reclassification	–	–	0.5	0.5	–	0.5
Credited/(charged) to profit or loss	6.6	–	4.5	11.1	–	11.1
Foreign exchange	0.9	–	0.7	1.6	–	1.6
differences
Movement in deferred	–	–	–	–	( 7.7 )	–
tax offset
At 31 December 2024	(53.1)	–	(7.7)	(60.8)	42.2	(18.6)
Credited to profit or loss	4.3	–	1.2	5.5	–	5.5
Foreign exchange	1.1	–	0.3	1.4	–	1.4
differences
Movement in deferred	–	–	–	–	(1.2)	(1.2)
tax offset
At 31 December 2025	(47.7)	–	(6.2)	(53.9)	41.0	(12.9)

Notes:

1. Includes deferred tax assets recognised on lease liabilities and dilapidation provisions of £7.4 million

(2024: £10.1 million) and deferred tax liabilities recognised on right-of-use assets of £6.0 million

(2024: £7.6 million).

2. Where there is a right of offset, any deferred tax assets and deferred tax liabilities within the same tax

jurisdiction have been offset.

3. Includes a credit to the profit and loss account of £nil (2024: £15.4 million) in respect of the movement

in deferred tax assets attributable to the impairment of goodwill and intangible assets.

Recognition of the deferred tax assets is based upon the expected generation of future

taxable profits. Our expectation is based on long-term planning.

The value of unrecognised deferred tax assets on future losses is £2.8 million

(2024: £3.5 million). The value of unrecognised deferred tax assets on future

tax-deductible goodwill is £18.2 million (2024: £18.4 million).

Notes to the consolidated financial statements continued

Our business Strategic Report Governance Report Financial statementsSustainability

Capital plc Annual Report and Accounts 2025 149Additional information

Notes to the consolidated financial statements continued

16. Trade and other receivables

	2025	2024
	£m	£m
Trade receivables	213.3	364.7
Prepayments	20.5	16.0
Accrued income	46.4	31.1
Other receivables	98.5	48.2
Total	378.7	460.0
Included in current assets	374.2	450.8
Included in non-current assets	4.5	9.2
Total	378.7	460.0

17. Cash and cash equivalents

The cash and cash equivalents in the statement of cash flows is made up as follows:

	2025	2024
	£m	£m
Cash and bank	240.8	168.4
Cash and cash equivalents	240.8	168.4

18. Trade and other payables

	2025	2024
	£m	£m
Trade payables	(212.7)	(236.7)
Accruals	(127. 2 )	(158.7)
Deferred income 1	(28.8)	(49.6)
Sales taxes	(16.0)	(12.6)
Wage taxes and social security contributions	(7.5 )	( 7. 0 )
Other payables	(60.7)	(17.4)
Total	(452.9)	(482.0)
Included in current liabilities	(452.9)	(482.0)
Total	(452.9)	(482.0)

Note:

1. The deferred income as at 31 December 2024 has been fully recognised in the consolidated statement

of profit or loss of 2025.

19. Loans and borrowings

		Senior		Interest
		secured		payable on
	Bank	Term Loan B	Transaction	facilities
	loans	(TLB)	costs	agreement	Total
Loans and borrowings	£m	£m	£m	£m	£m
Balance at 1 January 2024	(0.4)	(325.9)	5.4	(0.2)	(321.1)
Repayments	0.2	–	–	23.8	24.0
Charged to profit or loss	–	–	(1.3)	(23.8)	(25.1)
Exchange rate differences	–	15.0	(0.2)	–	14.8
Total transactions during the year	0.2	15.0	(1.5)	–	13.7
At 31 December 2024	(0.2)	(310.9)	3.9	(0.2)	(3 07.4)
Additions	–	–	0.5	–	0.5
Repayments	0.2	–	–	19.3	19.5
Charged to profit or loss	–	–	(1.3)	(19.3)	(20.6)
Exchange rate differences	–	(16.7)	0.1	0.1	(16.5)
Total transactions during the year	0.2	(16.7)	(0.7)	0.1	(17.1)
At 31 December 2025	–	(327.6)	3.2	(0.1)	(324.5)
Included in current liabilities	–	–	–	(0.1)	(0.1)
Included in non-current liabilities	–	(327.6)	3.2	–	(324.4)

A. Facility agreement

The Group has a facility agreement, consisting of a Term Loan B (TLB) of EUR375 million

and a multicurrency Revolving Credit Facility (RCF) of £100 million. During 2025, the RCF

remained fully undrawn (2024: fully undrawn). The interest on TLB is the aggregate of the

variable interest rate (EURIBOR) and a 3.75% margin. The interest on the multicurrency

RCF facility is the aggregate of the variable interest rate (EURIBOR or, in relation to any

loan in GBP, SONIA) and a margin range from 2.25% to 3.25% depending on the leverage.

The duration of the facility agreement is seven years in relation to the TLB, therefore the

termination date is August 2028. £80 million of the RCF facility will mature February 2028,

with the remaining £20 million terminating in August 2026. Subsequent to the year ended

31 December 2025, the Group has repurchased €25.7 million of its €375 million term loan

B. See Note 28.

Capital plc Annual Report and Accounts 2025 150Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

19. Loans and borrowings continued

A. Facility agreement continued

During the reporting period, the average interest rate of the outstanding loans amounted

to 5.94% (2024: 6.92%). The average effective interest rate for the outstanding loans

is 5.93% (2024: 7.36%) and during the period interest expense of £19.3 million was

recognised (2024: £23.8 million).

The facility agreement imposes certain covenants on the Group. The Group will ensure that

the net debt will not exceed 4.5:1 of the pro-forma earnings before interest, tax, depreciation,

and amortisation, measured at the end of any relevant period of 12 months ending each

semi-annual date in a financial year, as defined in the facility agreement. During the year the

Group complied with the covenants set in the loan agreement. Certain subsidiaries of the

Group guarantee its principal debt obligation and are obligors under the facility agreement.

20. Financial instruments

The Board of Directors of S

Capital plc has overall responsibility for the determination of

the Group’s risk management objectives and policies. The overall objective of the Board

is to set policies that seek to reduce risk as far as possible without unduly affecting the

Group’s competitiveness and flexibility. The Group reports in Pound Sterling. All funding

requirements and financial risks are managed based on policies and procedures adopted by

the Board. The Group does not issue or use financial instruments of a speculative nature.

The Group is exposed to the following financial risks:

• Market risk;

• Credit risk; and

• Liquidity risk.

The Group is exposed to risks that arise from its use of financial instruments. The principal

financial instruments used by the Group, from which financial instrument risk arises,

are trade and other receivables, cash and cash equivalents, accrued income, trade and

other payables, loans and borrowings, contingent consideration and lease liabilities.

Fair values of the Group’s financial liabilities are categorised into different levels in a fair

value hierarchy based on inputs used in the valuation techniques.

To the extent financial instruments are not carried at fair value in the consolidated balance

sheet, the carrying amount approximates to fair value as of the financial year end due to

being short term in nature.

Financial instruments by category

	2025	2024
Financial assets	£m	£m
Financial assets held at amortised cost
Cash and cash equivalents	240.8	168.4
Trade receivables	213.3	364.7
Accrued income	46.4	31.1
Other receivables	98.5	48.2
Total	599.0	612.4

	2025	2024
Financial liabilities	£m	£m
Financial liabilities held at amortised cost
Trade and other payables	(400.5)	(412.8)
Loans and borrowings	(324.5)	(3 07. 4)
Lease liabilities	(31.3)	(42.5)
Financial liabilities held at fair value through profit or loss
Contingent consideration and holdbacks	(6.2)	(9.5)
Total	(762.5)	(772.2)

The following table categorises the Group’s financial liabilities held at fair value on the

consolidated balance sheet. There have been no transfers between levels during the year

(2024: none).

	2025	2025	2024	2024
	Fair value	Level 3	Fair value	Level 3
Financial liabilities held at fair value	£m	£m	£m	£m
Contingent consideration and holdbacks	(6.2)	(6.2)	(9.5)	(9.5)
Total	(6.2)	(6.2)	(9.5)	(9.5)

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 151Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

20. Financial instruments continued

The following table shows the movement in contingent consideration and holdbacks.

	Performance	Employment
	linked	linked
	contingent	contingent
	consideration	consideration	Holdbacks 1	Total
Contingent consideration and holdbacks	£m	£m	£m	£m
Balance at 1 January 2024	(9.0)	(3.0)	(13.5)	(25.5)
Recognised in consolidated statement	–	(0.7)	3.0	2.3
of profit or loss
Cash paid	6.7	2.9	3.9	13.5
Equity settlement	–	–	0.2	0.2
Exchange rate differences	(0.1)	–	0.1	–
Balance at 31 December 2024	(2.4)	(0.8)	(6.3)	(9.5)
Recognised in consolidated statement	1.7	0.7	–	2.4
of profit or loss
Cash paid	–	0.1	0.2	0.3
Exchange rate differences	0.3	–	0.3	0.6
Balance at 31 December 2025	(0.4)	–	(5.8)	(6.2)
Included in current liabilities	(2.4)	(0.8)	(1.5)	(4.7)
Included in non-current liabilities	–	–	(4.8)	(4.8)
Balance at 31 December 2024	(2.4)	(0.8)	(6.3)	(9.5)
Included in current liabilities	(0.4)	–	(5.8)	(6.2)
Included in non-current liabilities	–	–	–	–
Balance at 31 December 2025	(0.4)	–	(5.8)	(6.2)

Note:

1. Holdback payments of £0.2 million (2024: £3.9 million) includes £0.2 million (2024: £3.9 million) of

cash paid out escrow accounts.

Where the contingent consideration conditions have been satisfied, consideration that is

payable as equity is recognised within Other Reserves as deferred equity consideration.

See Note 22.

The fair value of the performance linked contingent consideration has been determined

based on management’s best estimate of achieving future targets to which the consideration

is linked. The most significant unobservable input used in the fair value measurements is

the future forecast performance of the acquired business. The fair value is assessed and

recognised at the acquisition date, and reassessed at each balance sheet date thereafter,

until fully settled, cancelled or expired. Any change in the range of future outcomes is

recognised in the consolidated statement of profit or loss as a fair value gain or loss.

During the year ended 31 December 2025, a fair value gain of £1.7 million (2024: £nil)

was recognised in the consolidated statement of profit or loss.

The fair value of the employment linked contingent consideration has been determined

based on management’s best estimate of achieving future targets to which the consideration

is linked. The most significant unobservable input used in the fair value measurements

is the future forecast performance of the acquired business. The fair value is assessed

at the acquisition date, and systematically accrued over the respective employment

term. Any changes in the range of future outcomes are recognised in the consolidated

statement of profit or loss as a fair value gain or loss. During the year ended 31 December

2025, a £0.7 million credit (2024: £0.7 million charge) was recognised in the consolidated

statement of profit or loss. The £0.7 million credit (2024: £0.7 million charge) relates to the

release of accrual of the employment linked contingent consideration.

Holdbacks relate to amounts held by the Group to cover and indemnify the Group against

certain acquisition costs and any damages. The fair value of the holdbacks has been

determined based on management’s best estimate of the level of the costs incurred and

any damages expected to which the holdback is linked, which is the most significant

unobservable input used in the fair value measurement. During the year ended 31 December

2025, £nil (2024: £3.0 million credit) has been recognised in the consolidated statement of

profit or loss. No further amounts are to be charged to the consolidated statement of profit

or loss.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 152Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

20. Financial instruments continued

A. Market risk

Market risk arises from the Group’s use of interest bearing and foreign currency financial

instruments. It is the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in interest rates (interest rate risk) or foreign exchange rates

(currency risk).

Interest rate risk

The Group is exposed to cash flow interest rate risk from bank borrowings at variable rates.

The Group’s bank loans and other borrowings are disclosed in Note 19. The Group manages

the interest rate risk centrally.

The Group’s treasury function reviews its risk management strategy on a regular basis and

will, as appropriate, enter into derivative financial instruments in order to manage interest

rate risk.

The following table demonstrates the sensitivity to a 1% change (lower/higher) to the

interest rates of the loans and borrowings as of year end to the loss in the current year

before tax (increase/decrease) and net assets (increase/decrease) for the year if all other

variables are held constant:

	2025	2024
	£m	£m
Bank loans	327.6	311.1
+/- 1% impact	3.3	3.1

The contractual repricing or maturity dates, whichever dates are earlier, and effective

interest rates of borrowings are disclosed in Note 19.

Foreign exchange risk

Foreign exchange risk is the risk that movements in exchange rates affect the profitability of

the business. Management estimate that for a one cent change in the exchange rate between

USD and GBP, net revenue will change by approximately £3.5 million, and operational

EBITDA will change by approximately £1.3 million. The Group manages this risk through

natural hedging. The effect of fluctuations in exchange rates on the USD, EUR and other

currencies denominated trade receivables and payables is partially offset.

The Group considers the need to hedge its exposure as appropriate and, if needed,

will enter into forward foreign exchange contracts to mitigate any significant risks.

No hedging was considered necessary during the year.

The Group’s gross exposure to foreign exchange risk is as follows:

				Other
	GBP	USD	EUR	currencies	Total
At 31 December 2025	£m	£m	£m	£m	£m
Trade receivables	10.7	144.8	20.0	37.8	213.3
Cash and cash equivalents	44.0	148.3	13.3	35.2	240.8
Trade payables	(6.3)	(162.4)	(9.1)	(34.9)	(212.7)
Loans and borrowings	–	–	(324.5)	–	(324.5)
Financial assets/(liabilities)	48.4	130.7	(300.3)	38.1	(8 3.1)
+/- 10% impact	–	13.1	(30.0)	3.8	(13.1)

				Other
	GBP	USD	EUR	currencies	Total
At 31 December 2024	£m	£m	£m	£m	£m
Trade receivables	10.2	276.4	27.4	50.7	364.7
Cash and cash equivalents	(4.0)	83.5	26.0	62.9	168.4
Trade payables	(5.9)	(178.0)	(16.4)	(36.4)	(236.7)
Loans and borrowings	–	–	(311.3)	–	(311. 3)
Financial assets/(liabilities)	0.3	181.9	(274.3)	77.2	(14.9)
+/- 10% impact	–	18.2	(27.4)	7.7	(1.5)

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 153Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

20. Financial instruments continued

B. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a

financial instrument fails to meet its contractual obligations. The Group is exposed to credit

risk primarily attributable to its receivable balance from customers. The Group’s net trade

receivables for the reported periods are disclosed in the financial assets table on page 151.

The Group attempts to mitigate credit risk by assessing the credit rating of new customers

prior to entering into contracts and by entering contracts with customers with agreed

credit terms. In order to minimise this credit risk, the Group endeavours only to deal with

companies which are demonstrably creditworthy and this, together with the aggregate

financial exposure, is continuously monitored. The maximum exposure to credit risk is the

value of the outstanding amount. The Group evaluates the collectability of its accounts

receivable and provides an allowance for expected credit losses based upon the ageing

of receivables.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses

which uses a lifetime expected loss allowance for all trade receivables. The loss allowance

for other receivables is based on the three stage expected credit loss model. No other

receivables have had material impairment.

To measure the expected credit losses, trade receivables have been grouped based on

shared credit risk characteristics and the days past due. The expected loss rates are

based on the payment profiles of sales over a period of 36–48 months before the end of

the period and the corresponding historical credit losses experienced within this period.

The Group’s assessment of expected credit losses includes provisions for specific clients

and receivables where the contractual cash flow is deemed at risk. Considerations include

the current economic environment along with historical loss rates for each category of

customers. The Group has identified the current and future health of the economy (such

as market interest rates and growth rates), of the countries in which it sells its services

to be the most relevant factors and accordingly adjusts the historical loss rates based

on expected changes in these factors. Additional provisions are made based on the

assessment of recoverability of aged receivables where sufficient evidence of recoverability

is not evident.

The Group identifies and monitors significant concentrations of credit risk, and the

Group has a material concentration of credit risk with one customer, as disclosed in

Note 5, which accounted for more than 10% of the Group’s revenue during the year.

As at 31 December 2025, the outstanding trade receivable balance relating to this

customer represented 15% of total gross trade receivables.

On that basis, the loss allowance for trade receivables is determined as follows:

	Expected	Gross trade	Impairment	Net trade
	Credit Loss	receivables	provision	receivables
Trade receivables	Rate	£m	£m	£m
Not passed due	0.20–0.25%	174.3	(0.4)	173.9
Past due 1 day to 30 days	0.40–0.50%	16.8	(0.1)	16.7
Past due 31 days to 60 days	0.60–1.00%	1.8	–	1.8
Past due 61 days to 90 days	0.80–2.00%	4.9	(0.1)	4.8
Past due more than 90 days	1.0 0 –7.50%	10.2	(0.4)	9.8
Specific provisions against individual debtors	up to 100%	10.7	(4.4)	6.3
Balance at 31 December 2025		218.7	(5.4)	213.3

		Gross trade	Impairment	Net trade
	Expected Credit	receivables	provision	receivables
Trade receivables	Loss Rate	£m	£m	£m
Not passed due	0.20–0.25%	286.0	(0.6)	285.4
Past due 1 day to 30 days	0.40–0.50%	49.4	(0.2)	49.2
Past due 31 days to 60 days	0.60 –1.00%	16.0	(0.1)	15.9
Past due 61 days to 90 days	0.80–2.00%	4.0	(0.1)	3.9
Past due more than 90 days	1.0 0 –7.50%	8.8	(0.4)	8.4
Specific provisions against individual debtors	up to 100%	4.3	(2.4)	1.9
Balance at 31 December 2024		368.5	(3.8)	364.7

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 154Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

20. Financial instruments continued

B. Credit risk continued

Trade receivables are written off when there is no reasonable expectation of recovery.

The Group has a process of assessing the creditworthiness of customers which includes

review of payment history, external credit ratings, industry specific risks, review of financial

statements, monitoring of market news and developments and direct communication

with customers to identify early signs of payment difficulties. Indicators that there is no

reasonable expectation of recovery include, amongst others, the failure of a debtor to

engage in a repayment plan with the Group.

The changes in the loss allowance for trade receivables is as follows:

	2025	2024
	£m	£m
Balance at the beginning of the year	3.8	9.0
Utilised during the period	(0.6)	(6.6)
Charge for the year	2.2	1.4
Balance at the end of the year	5.4	3.8

Due to the short-term nature of the trade and other receivables, their carrying amount is

considered to be the same as their fair value.

Expected credit losses on accrued income and other receivables were immaterial for the

years presented.

Credit risk on cash and cash equivalents is considered to be small as the majority of

external counterparties are substantial banks with high credit ratings assigned by

international credit rating agencies and are managed through regular review.

As per the end of the reporting period, credit ratings are summarised in the table below:

	2025	2024
	£m	£m
Aa1	3.7	4.9
Aa2	128.4	85.8
Aa3	31.8	24.5
A 1	58.3	15.4
A 2	5.9	23.7
A 3	3.4	5.1
Baa1	1.0	–
Baa2	–	1.3
Ba1	1.0	2.3
B3	0.2	–
No credit rating	7.1	5.4
Total cash and cash equivalents	240.8	168.4

The maximum exposure is the amount of the deposit. To date, the Group has not experienced

any losses on its cash and cash equivalent deposits.

Other receivables primarily comprise escrow account balances held against holdbacks and

lease rental deposits. The credit risk on most of these balances are limited as the balances

are held with banks which have high credit ratings, and the Group has not experienced any

losses on the other receivables.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 155Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

20. Financial instruments continued

C. Liquidity risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that

the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group monitors its liquidity risk using a cash flow projection model which considers the

maturity of the Group’s assets and liabilities and the projected cash flows from operations.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its

liabilities when they become due. The table below analyses the Group’s financial liabilities

by contractual maturities and all amounts disclosed in the table are the undiscounted

contractual cash flows:

				More than
	Within 1 year	1–2 years	2–5 years	5 years
At 31 December 2025	£m	£m	£m	£m
Trade payables	212.7	–	–	–
Lease liabilities	13.3	8.8	11.7	0.1
Contingent consideration
and holdbacks	6.2	–	–	–
Loans and borrowings	0.1	–	327.6	–
Interest payments	19.3	19.3	11.6	–
Accruals	127. 2	–	–	–
Other payables	60.7	–	–	–
Total	439.5	28 .1	350.9	0.1

				More than
	Within 1 year	1–2 years	2–5 years	5 years
At 31 December 2024	£m	£m	£m	£m
Trade payables	236.7	–	–	–
Lease liabilities	14.7	12.9	18.2	1.1
Contingent consideration
and holdbacks	4.7	4.8	–	–
Loans and borrowings	0.2	–	310.9	–
Interest payments	23.8	23.8	38.3	–
Accruals	158.7	–	–	–
Other payables	17. 4	–	–	–
Total	456.2	41.5	3 67.4	1.1

D. Capital management

The Group’s objectives when maintaining capital are:

• to safeguard the entity’s ability to continue as a going concern, so that it can continue to

provide returns for shareowners and benefits for other stakeholders; and

• to provide an adequate return to shareowners by pricing products and services

commensurately with the level of risk.

The risks to safeguard the ability to continue as a going concern and to provide an

adequate return to our shareowners are reviewed and discussed regularly by the Board in

order to meet our objectives.

As per the end of the reporting period, the Group’s net debt position is made up as follows:

	2025	2024
	£m	£m
Loans and borrowings 1	(327.7)	(311.3)
Cash and bank	240.8	168.4
Total	(86.9)	(142.9)

Note:

1. This excludes transaction costs of £3.2 million (2024: £3.9 million).

Movements in loans and borrowings is disclosed further in Note 19.

The Group’s capital as at the end of the reporting period is disclosed on page 157.

The capital structure of the Group consists of shareowners’ equity as set out in the

consolidated statement of changes in equity. All working capital requirements are financed

from existing cash resources and borrowings. The Group is not subject to externally

imposed regulatory capital requirements.

21. Provisions

	Property	Restructuring	Healthcare	Other	Total
	£m	£m	£m	£m	£m
31 December 2024	(4.3)	–	–	–	(4.3)
Charged to the income statement	(0.2)	(2.9)	(2.0)	(2.9)	(8.0)
Utilised	0.5	–	–	–	0.5
Released to the income statement	1.0	–	–	–	1.0
31 December 2025	(3.0)	(2.9)	(2.0)	(2.9)	(10.8)

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 156Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

21. Provisions continued

	2025	2024
	£m	£m
Included in current liabilities	(8.5)	(0.8)
Included in non-current liabilities	(2.3)	(3.5)
Total	(10.8)	(4.3)

22. Equity

A. Share capital and share premium

The authorised share capital of S

Capital plc contains an unlimited number of Ordinary

Shares having a nominal value of £0.25 per Ordinary Share. At the end of the reporting

period, the issued and paid up share capital of S

Capital plc consisted of 670,052,897

(2024: 619,636,656) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.

On 28 September 2018, S

Capital plc issued 1 B share at a price of 100 pence per share to

Sir Martin Sorrell. See the Governance Report on page 80 for details.

The share premium is net of costs directly relating to the issuance of shares. In accordance

with Section 612 of the Companies Act 2006, merger relief has been applied on share

for share exchanges. No share issuances in the current or prior period qualified for

merger relief.

During the year ended 31 December 2025, £12.6 million and £40.3 million has been

credited to share capital and share premium in relation to the deferred equity consideration

and contingent consideration which have been issued during the period. The amounts

credited to share capital and share premium comprise of TheoremOne (£3.7 million and

£15.0 million respectively), Raccoon (£4.6 million and £12.9 million respectively) and

XX Artists (£4.3 million and £12.4 million respectively).

During the year ended 31 December 2024, £9.0 million and £84.5 million was credited

to share capital and share premium in relation to the deferred equity consideration

and contingent consideration which have been issued during the period. The amounts

credited to share capital and share premium comprise of TheoremOne (£4.7 million

and £49.6 million respectively), Raccoon (£2.7 million and £23.5 million respectively),

XX Artists (£0.8 million and £6.7 million respectively), Zemoga (£0.3 million and £2.0 million

respectively), 4 Mile (£0.2 million and £2.3 million respectively), Hoorah (£0.3 million and

£0.3 million respectively) and Destined (£nil and £0.1 million respectively).

B. Reserves

The following describes the nature and purpose of each reserve within equity:

Merger reserves	Amount subscribed for share capital in excess of nominal value less
by merger relief	transaction costs as required by merger relief. Further details are in
	section D.
Other reserves	Other reserves include treasury shares issued in the name of
	S 4 Capital plc to an employee benefit trust, EBT pool C and
	MightyHive. Included within other reserves is the deferred equity
	consideration relating to the initial deferred equity consideration and
	deferred equity consideration following the achievement of contingent
	consideration criteria.
Foreign exchange	Legal reserve for foreign exchange translation gains and losses on the
reserves	translation of the financial statements of a subsidiary from the
	functional to the presentation currency.
Retained earnings	Retained earnings represents the net gain for the year and all other net
	gains and losses and transactions with shareowners (example
	dividends) not recognised elsewhere.

The following table shows the amount of deferred equity consideration, and number of

shares, held in other reserves by acquisition.

	2025	2025	2024	2024
	£m	shares	£m	shares
TheoremOne	7.2	5,683,597	26.4	20,974,897
Raccoon	–	–	17. 4	1	8,345,301
XX Artists	–	–	17. 5		17,9 87,3 25
Total	7. 2	5,683,597	61.3		57,307,523

C. Non-controlling interest

On 24 May 2018, non-controlling interests arose as a result of the issuance of 4,000 A2

incentive shares by S

Capital 2 Limited subscribed at fair value for £0.1 million and paid in full.

The incentive shares provide a financial reward to executives of the Group for delivering

shareowner value, conditional on achieving a preferred rate of return.

The incentive shares entitle the holders, subject to certain performance conditions and

leaver provisions, up to 15%, of the growth in value of S

Capital 2 Limited provided that

certain performance conditions have been met. Further details are within the Remuneration

Report on page 92.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 157Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

23. Dividends

A dividend of 1p per share, amounting to £6.1 million (2024: £nil) was paid out on 10 July

2025.On the 23 March 2026 the Board proposed to pay a final dividend of 1.1p per share,

amounting to £7.4 million, subject to shareowner approval. This will be paid on 10 July 2026

to all shareowners on the register as at 5 June 2026.

24. Share-based payments

As at 31 December 2025, a total number of 4,191,591 (31 December 2024: 1,045,250)

shares are held by the Equity Benefit Trust (EBT). The EBT will be used for future option

schemes and bonus shares for employees.

	Employee		All-	A1
	Share	Restricted	employee	incentive
	Ownership	stock	incentive	share
Awards movement during the	Plan	units	plan	options	Total
reporting period	m	m	m	m	m
Outstanding at 1 January 2024	25.4	1.3	0.5	–	27. 2
Granted	24.4	–	–	–	24.4
Exercised	(3.7)	(0.2)	–	–	(3.9)
Lapsed	(10.3)	(0.2)	–	–	(10.5)
Outstanding at 31 December 2024	35.8	0.9	0.5	–	37.2
Granted	17.7	–	–	–	17.7
Exercised	(2.4)	(0.1)	(0.4)	–	(2.9)
Lapsed	(17.8)	(0.1)	–	–	(17.9)
Outstanding at 31 December 2025	33.3	0.7	0.1	–	34.1
Exerciseable at 31 December 2025	4.1	0.7	0.1	–	4.9
Within 1 year	11.2	–	–	–	11.2
1–2 years	9.2	–	–	–	9.2
2–5 years	8.8	–	–	–	8.8
Outstanding at 31 December 2025	33.3	0.7	0.1	–	34.1

Employee Share Ownership Plan (ESOP) – previously known as Discretionary Share Option

Plan (DSOP)

In 2021, the Group Board approved employee option schemes for key employees of

3,124,241 options over S

Capital plc Ordinary Shares with an exercise price of between

£nil and £8.04 and a maximum term of six years. In 2022 6,741,277 options were approved

by the Board with an exercise price in the range between £nil and £5.72 and a maximum

term of four years. In 2023 an additional 4,575,606 options were approved by the Board

with an exercise price in the range between £nil and £5.60 and a maximum term of 3 years.

In 2024 an additional 9,375,889 options were approved by the Board with an exercise price

in the range between £nil and £2.00 and a maximum term of 3 years. In 2025 an additional

6,179,486 options were approved by the Board with an exercise price in the range between

£nil and £2.00 and a maximum term of 3 years. In accordance with IFRS 2, the Group

recognises share-based payment charges from the date of granting the option plans until

the vesting of the option plans. Vesting of the options are subject to the Group achieving

year-on-year business performance targets and options holders achieving personnel

performance targets with continued employment. During 2025, 294,682 (2024: 3,742,510)

options were exercised with an average weighted exercise price of £nil.

During 2025 a total charge of £1.2 million (2024: £3.7 million) was recognised in relation to

the ESOP and DSOP.

Long Term Incentive Plan (LTIP)

In 2023, the Group Board approved a long term incentive plan for key employees of

11,639,329 options over S

Capital plc Ordinary Shares with an exercise price of between

£1.17 and £2.00 and a maximum term of three years. During 2024, 15,037,796 options

have been approved by the Board with an exercise price of between £nil and £2.00 and a

maximum term of 3 years. During 2025, 11,566,927 options have been approved by the

Board with an exercise price of between £nil and £0.36 and a maximum term of three years.

In accordance with IFRS 2, the Group recognises share-based payment charges from the

date of granting the option plans until the vesting of the option plans. Vesting of the options

are subject to the Group achieving year-on-year business performance targets and options

holders achieving performance targets with continued employment. During 2025, nil (2024:

nil) options were exercised.

During 2025 a total charge of £0.9 million (2024: £1.2 million) is recognised in relation to

the LTIP.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 158Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

24. Share-based payments continued

Restricted Stock Units (RSUs)

In December 2018, the Group Board approved an employee option scheme of 8,952,610

RSUs over S

Capital plc Ordinary Shares. During 2019 to 2024 no RSUs were approved.

In accordance with IFRS 2, the Group recognises a share-based payment charge from

grant date until vesting date in relation to this option plan. Vesting of the RSUs are subject

to continued employment and have a maximum term of 4 years. During the reporting period

a total of 71,994 shares (2024: 163,294) were exercised by employees with an average

exercise price of nil pence.

During 2025 a total charge of £nil (2024: £nil) is recognised in relation to the RSU plan.

A1 incentive share options

In 2019, the Group Board approved 2,000 options over A1 incentive shares in S

Capital

2 Limited to executives. In accordance with IFRS 2, the Group recognises share-based

payment charges from the date of granting the option plans till the moment of vesting of the

option plans. During 2025 a total charge of £1.9 million (2024: £1.9 million) is recognised

in relation to the A1 incentive share options. Full disclosure of these options is contained

within the Remuneration Report on page 104. These shares are potentially dilutive for the

purposes of calculating diluted EPS if the Company were to recognise a profit in future

years and if the growth target (as detailed on page 104) is met.

All-employee incentive plan

In 2019, the Group Board approved an employee option scheme of 873,500 options, with an

average exercise price of nil pence, over S

Capital Ordinary Shares for all employees

employed by the Group at 30 November 2018. Based on the number of years service at

Media.Monks Group all employees received a set amount of options over S

Capital Ordinary

Shares. In accordance with IFRS 2, the Group recognised a share-based payment charge

from January 2019 until vesting date in relation to this option plan. Vesting of the options are

subject to continued employment and have a maximum term of 6 years. During 2025 £nil

(2024 :£nil) was recognised in relation to the all-employee incentive plan.

A credit of £nil (2024: £0.3 million) has been taken in the year in relation to employer social

security costs on share-based payment schemes.

Valuation methodology

For all of these schemes, the valuation methodology is based upon fair value on grant date,

which is determined by the market price on that date or the application of a Black-Scholes

or Monte-Carlo model, depending upon the characteristics of the scheme concerned.

The assumptions underlying the models are detailed below. Market price on any given day

is obtained from external, publicly available sources.

During 2025, 17,746,413 granted options in the ESOP and LTIP plans have an exercise price

in the range between £nil and £0.35. The weighted average fair value of options granted in

the year was as follows:

	2025
Weighted average of fair value of options	£0.16
Weighted average assumptions
Risk free rate	1.9%
Expected life (years)	2.5
Expected volatility	34.9%
Dividend yield	n/a

The weighted average exercise price of options outstanding at the beginning of the

financial year was £0.93. The weighted average exercise price of options forfeited during

the year ended 31 December 2025 was £0.63 (2024: £0.45).

Expected life is the weighted average life across all shares granted. Expected volatility is

sourced from external market data and represents the historical volatility of share prices of

comparable company datasets over a period equivalent to the expected option life.

The options were exercised on a regular basis during the period; the average share price in

2025 was £0.25 (2024: £0.45).

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 159Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

24. Share-based payments continued

The range of exercise prices of the share options outstanding as at 31 December 2025 and

the weighted average remaining contractual life were as follows:

	Number of options	Exercise price (pence)	Weighted remaining contractual life
	2,325,415	–	0.53
	12,950,651	–	1.54
	442,338	30	9.59
	5,919,688	36	9.27
	56,038	36	9.23
	175,000	38	8.95
	199,111	41	8.24
	92,979	117	7.59
	122,000	127	7.54
	113,357	142	2.07
	50,000	149	6.75
	227,950	151	2.30
	352,418	180	3.78
	8,440,234	200	7.70
	1,416,014	237	5.59
	25,538	309	8.14
	4,490	322	7.38
	39,766	377	6.84
	52,375	382	0.13
	23,591	399	6.94
	2,939	426	7.6 3
	32,500	488	4.29
	119,459	502	4.89
	9,500	526	5.17
	35,500	536	4.86
	9,567	554	5.41
	40,095	605	5.91
	7,148	804	5.73
Total	33,285,661

25. Net debt reconciliation

The following table shows the reconciliation of net cash flow to movements in net debt:

	Borrowings				Net debt
	and				including lease
	overdraft 1	Cash	Net debt	Leases	liabilities
	£m	£m	£m	£m	£m
Net debt as at 1 January 2024	(326.5)	145.7	(180.8)	(49.0)	(229.8)
Financing cash flows	0.2	27. 3	27. 5	12.7	40.2
Lease additions	–	–	–	(2.0)	(2.0)
Foreign exchange adjustments	15.0	(4.6)	10.4	1.6	12.0
Interest expense	(25.5)	–	(25.5)	(2.5)	(28.0)
Interest payment	25.5	–	25.5	2.5	28.0
Other	–	–	–	(5.8)	(5.8)
Net debt as at 31 December 2024	(311.3)	168.4	(142.9)	(42.5)	(185.4)
Financing cash flows	0.2	77.7	77.9	13.0	90.9
Lease additions	–	–	–	(2.3)	(2.3)
Foreign exchange adjustments	(16.6)	(5.3)	(21.9)	0.4	(21.5)
Interest expense	(20.3)	–	(20.3)	(2 .1)	(22.4)
Interest payment	20.3	–	20.3	2 .1	22.4
Other	–	–	–	0.1	0.1
Net debt as at 31 December 2025	(327.7)	240.8	(86.9)	(31.3)	(118.2)

Note:

1. This excludes transaction costs of £3.2 million (2024: £3.9 million).

26. Related party transactions

Compensation for key management personnel is made up as follows:

	2025	2024
	£m	£m
Short-term employee benefits	3.0	4.1
Share-based payments	2.3	2.6
Pension	0.1	0.1
Total	5.4	6.8

Details of compensation for key management personnel are disclosed on page 98.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 160Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

26. Related party transactions continued

Interest in joint ventures and associates

The Group has both an interest in joint venture with S

S Ventures and an interest in

associate with Hoorah. During the financial year, there were transactions with S

S totalling

£0.3 million which were outstanding at 31 December 2025.

On 2 January 2025 the Group (through S

Capital 2 Limited) and Alvear Limited became

equal shareholders in a joint venture entity, Monkfilms Limited (Monkfilms). The primary

commercial objective of Monkfilms is to secure a production and distribution deal with a

major media company for a documentary film.

The Group did not have any other related party transactions during the financial year

(2024: £nil).

27. Contingent liabilities

Capital commitments

Capital commitments represents capital expenditure contracted for at the end of the

reporting period but not yet incurred at the period end. At 31 December 2025, the Group

has no capital commitments outstanding (2024: £nil).

28. Events occurring after the reporting period

On the 23 March 2026 the Board proposed to pay a final dividend of 1.1p per share,

amounting to £7.4 million, subject to shareowner approval. This will be paid on 10 July 2026

to all shareowners on the register as at 5 June 2026.

Subsequent to the year ended 31 December 2025, the Group has repurchased

€25.7 million of its €375 million Term Loan B at a discount, including €1 million remaining

to be settled. Following settlement, the remaining €349.3 million is due to mature in

August 2028.

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 161Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

29. Interest in other entities

Subsidiaries

The Group’s subsidiaries at the end of the reporting period are set out below. Unless otherwise stated, they have share capital consisting solely of Ordinary Shares that are held directly by

the Group, and the proportion of ownership interests held equals the voting rights held by the Group. S

Capital 2 Limited has Ordinary Shares, 4,000 A2 incentive shares, 2,000 options

over A1 incentive shares as disclosed in Note 21. S

Capital plc directly holds effectively 100% of the ordinary shares in S

Capital 2 Limited. S

Capital plc indirectly holds effectively 100%

of the ordinary shares in the other entities.

				Place of business/	Ownership
Name of entity		Address of the registered office		Country of incorporation	interest %	Principal activity
S 4 Capital 2 Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital Acquisitions 2 Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital APAC Holdings Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital Australia Holdings Pty Ltd		HWL Ebsworth Lawyers ‘Australia Square’ Level 14, 264-278 George		Australia	100	Holding company
(Previously MediaMonks Australia Holding		Street, Sydney, NSW 2000
Pty Ltd)
S 4 Capital BRL Finance Limited		12 St. James’s Place, London, SW1A 1NX		United Kingdom	100	Financing company
S 4 Capital EMEA Holdings BV		Oude Amersfoortseweg 125, 1212 AA Hilversum		The Netherlands	100	Holding company
S 4 Capital France Holdings SAS		43-47 Avenue de la Grande Armée, 75116 Paris		France	100	Holding company
S 4 Capital Germany Holdings GmbH		Zielstattstraße 40 c/o BDO AG, 81379, München		Germany	100	Holding company
S 4 Capital Holdings Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital INR Finance Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Financing company
S 4 Capital Investment Pte Ltd		19 Keppel Road, #02-08, Jit Poh Building, Singapore 089058		Singapore	100	Holding company
S 4 Capital Italy Holdings S.r.l.		Viale Abruzzi 94 CAP 20131 Milano		Italy	100	Holding company
S 4 Capital LUX Finance S.àr.l.		Numéro 20 Rue Eugène Ruppert 2453 Luxembourg		Luxembourg	100	Financing company
S 4 Capital Services Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Financing company
S 4 Capital South America Holdings Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital UK Holdings Limited		3rd Floor, 44 Esplanade St Helier, JE4 9WG		Jersey	100	Holding company
S 4 Capital US Holdings LLC		251	Little Falls Drive, Wilmington, DE 19808 and 8 The Green, STE B,	United States of America	100	Holding company
		Dover, DE 19901
4	Mile Analytics Pty Ltd	Unit 501, 2-20 Botany Road, Alexandria NSW 2015.		Australia	100	Marketing Services
Brightblue Consulting Limited		Media.Monks, Bonhill Building, 15 Bonhill Street, London, England,		United Kingdom	100	Marketing Services
		EC2A 4DN
Brightblue Holdings Limited		Media.Monks, Bonhill Building, 15 Bonhill Street, London, England,		United Kingdom	100	Holding company
		EC2A 4DN
Cashmere Agency Inc.		8 The Green STE B Dover DE 19901 United States		United States of America	100	Marketing Services
Circus Colombia S.A.S		Calle 95 15-09 Piso 3, Bogotá, D.C Codigo postal: 110221		Colombia	100	Marketing Services
Circus Marketing DF, S.A.P.I DE C.V		Cto. Interior Mtro. José Vasconcelos No. 105, Hipódromo Cond Mexico		Mexico	100	Marketing Services

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 162Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

29. Interest in other entities continued

				Place of business/	Ownership
Name of entity	Address of the registered office			Country of incorporation	interest %	Principal activity
Circus Network Holding, S.A.P.I. DE C.V.	Avenida Amsterdam 271, Interior 203, Colonia Hipodromo,			Mexico	100	Holding company
	Cuauhtemoc, 06100 Ciudad de Mexico, Mexico
Citrusbyte, LLC (DBA TheoremOne, LLC)	228	East 45th Street, Ste 9E New York, NY 10017-3373 United States		United States of America	100	Technology Services
Conversion Works Limited	Media.Monks, Bonhill Building, 15 Bonhill Street, London, England,			United Kingdom	100	Marketing Services
	EC2A 4DN
Decoded Advanced Media LLC	8 The Green STE B Dover DE 19901 United States			United States of America	100	Marketing Services
Decoded Advertising LLC	8 The Green STE B Dover DE 19901 United States			United States of America	100	Marketing Services
Destined 4 Pty Ltd	Street, Sydney Cove NSW 2000	HWL Ebsworth Lawyers, Level 14, ‘Australia Square’, 264-278 George		Australia	100	Marketing Services
Digocloud SAS	Calle 95 15-09 Piso 3, Bogotá, D.C Codigo postal: 110221			Colombia	100	Marketing Services
Digodat SA	Tucumán 1, 4th. Floor, City of Buenos Aires C1049AAA			Argentina	100	Marketing Services
Digolab SPA	La Capitanía nro 80, Bloque Of Dpto, 108 Las Condes, Santiago			Chile	100	Marketing Services
Digosoft SRL de CV	Goldsmith 40, ofna 9, Colonia Polanco, Delegación Miguel Hidalgo,			Mexico	100	Marketing Services
	Ciudad de México, CP 11550
Egypt.Monks for Distribution and	Unit No. B-27, Ground Floor Walk of Cairo Project - El-Sheikh Zayed			Egypt	100	Marketing Services
Production LLC	Giza Egypt
Firewood Marketing Inc	8 The Green STE B Dover DE 19901 United States			United States of America	100	Marketing Services
Flying Nimbus SAS	Tucumán 1, 4th. Floor, City of Buenos Aires C1049AAA			Argentina	100	Marketing Services
Hilanders (Hong Kong) Limited	Room 303, 3/F, Golden Gate Commercial Building, 136-138 Austin			Hong Kong	100	Marketing Services
	Road, Tsim Sha Tsui, Kowloon, Hong Kong
Maverick Digital Inc	838	Walker Road, Suite 21-2, Dover, County of Kent, 19904, Delaware.		United States of America	100	Marketing Services
Maverick Digital Services Pvt Ltd	Delhi: 110018	C/o Mr. BHAGWANT SINGH, H 25/30 TH/FLOOR TILAK NAGAR, New		India	100	Marketing Services
MediaMonks Canada Holdings Inc.	8 The Green STE B Dover DE 19901 United States			United States of America	100	Holding company
MEDIA.MONKS DUBLIN LIMITED	Block C, Magennis Court, Magennis Place, Dublin, D02 Fk76, Ireland			Ireland	100	Marketing Services
Media.Monks Paris SAS	17 rue Martel – 75010 Paris			France	100	Marketing Services
Media.Monks Taiwan Co. Ltd	27F., No.9, Songgao Rd., Xinyi Dist., Taipei City 110, (R.O.C.)			Taiwan	100	Marketing Services
MediaMonks Arabian Company for Media	Bld	8	087, Street Handalah Ibn Malik, Al wourud Dist., Riyadh, KSA,	Kingdom of Saudi Arabia	100	Marketing Services
Production LLC	Postal code : 12253
MediaMonks Australia Pty Ltd	HWL Ebsworth Lawyers, Level 14, Australia Square, 264-278 George			Australia	100	Marketing Services
	Street, Sydney Cove NSW 2000
MediaMonks B.V.	Oude Amersfoortseweg 125, 1212 AA Hilversum			The Netherlands	100	Marketing Services

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 163Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

MediaMonks Poland Spółka Z

Ograniczoną Odpowiedzialnością

ul. SZCZYTNICKA, nr 11, lok. miejsc. WROCŁAW, kod 50-382,

poczta WROCŁAW

Poland 100 Marketing Services

MediaMonks São Paulo Serviços de

Internet para Publicidade Ltda.

Rua Girassol, 106, 2o andar, Vila Madalena, São Paulo, SP, CEP:

05433-000.

Brazil 100 Marketing Services

MediaMonks Seoul LLC 3F, Heung Guk BLDG, 166, Toegye-ro, Jung-gu, Seoul, 04627 Republic of Korea 100 Marketing Services

MediaMonks Services B.V. Oude Amersfoortseweg 125, 1212 AA Hilversum The Netherlands 100 Marketing Services

MediaMonks Singapore Pte. Ltd. 9 Raffles Place #26-01, Republic Plaza, Singapore 048619 Singapore 100 Marketing Services

MediaMonks Stockholm AB c/o BDO Mälardalen AB Att: Skatteavdelningen, Box 6343, 102 35

Stockholm, Sweden

Sweden 100 Marketing Services

MediaMonksTokyo G.K. 1-6-5 Jinnan, Shibuya Ku, Tokyo 150-0041 Japan 100 Marketing Services

MediaMonks Toronto Ulc Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8 Canada 100 Marketing Services

Metric Theory LLC 8 The Green STE B Dover DE 19901 United States United States of America 100 Marketing Services

MightyHive AB c/o BDO Mälardalen AB Att: Skatteavdelningen Box 6343 10235

Stockholm Sweden

Sweden 100 Marketing Services

29. Interest in other entities continued
				Place of business/
Name of entity	Address of the registered office			Country of incorporation
MediaMonks Buenos Aires SRL	Tucumán 1, 4th Floor, C1049AAA, Buenos Aires			Argentina 100 Marketing Services
MediaMonks Cape Town Pty Ltd	410	The Hills, Buchanan Square, 160 Sir Lowry Road, Woodstock		South Africa 100 Marketing Services
	7925,	Cape Town
MediaMonks FZ-LLC	Premises 213, Second floor , Building 4 Dubai Media City Dubai United			United Arab Emirates 100 Marketing Services
	Arab Emirates
MediaMonks Germany GmbH	Münchner Freiheit 2, 80802 München, Bayern, Germany			Germany 100 Marketing Services
MediaMonks Hong Kong Ltd	11/F, Unit B, Winbase Centre, 208 Queen’s Road Central Sheung			Hong Kong 100 Holding company
MediaMonks Inc.	8 The Green STE B Dover DE 19901 United States	Wang, Hong Kong		United States of America 100 Marketing Services
MediaMonks Information Technology	Room 436, No. 1256, 1258 Wanrong Road, Jing’an District, Shanghai,			P.R. China 100 Marketing Services
(Shanghai) Co. Ltd.	200040,	China
MediaMonks London Ltd	Media.Monks, Bonhill Building, 15 Bonhill Street, London, England,			United Kingdom 100 Marketing Services
	EC2A 4DN
MediaMonks Madrid S.L.U	C/ Garcia Paredes No. 17, Interior Madrid 28010, Madrid			Spain 100 Marketing Services
MediaMonks Malaysia Sdn. Bhd.	No.	256	B, Jalan Bandar 12, Taman Melawati, Wilayah Persekutuan,	Malaysia 100 Marketing Services
	Kuala Lumpur, 53100
MediaMonks Mexico City S. de R.L. de C.V.	Cto. Interior Mtro. José Vasconcelos No. 105, Hipódromo Cond Mexico			Mexico 100 Marketing Services
MediaMonks Milan S.R.L.	Milano (mi), Viale Papiniano 44, 20123, Italy			Italy 100 Marketing Services
MediaMonks Multimedia Holding B.V.	Oude Amersfoortseweg 125, 1212 AA Hilversum			The Netherlands 100 Holding company

Ownership

interest % Principal activity

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 164Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

MightyHive S.r.l. Milano (MI) ViaLe Abruzzi 94 CAP 20131 Italy 100 Marketing Services

M-Monks Digital Media Pvt. Ltd. Flat No. 402, Paras Pearl, No. 161, Greenglen Layout, Sarjapur Outer

Ring Rd, Bellandur, Bangalore: 560037, Karnataka

India 100 Marketing Services

Monks Marketing (Thailand) Co., Ltd Unit 3001-3014, 30th Floor, 689 Bhiraj Tower at EmQuartier, Soi 35,

Sukhumvit Road, Klongtan Nuea Sub-district, Bangkok, Wattana

District, 10110, Thailand

Thailand 100 Marketing Services

Progmedia Argentina SAS Ortiz de Ocampo 3302 Building 1, 1st floor Office No. 7, City of

Buenos Aires

Argentina 100 Marketing Services

PT Media Monks Indonesia Equity Tower Building 35-37th floor, JL. JEND. SUDIRMAN, KAV

52-53, Desa/Kelurahan Senayan, Kec. Kebayoran Baru, Kota Adm.

Jakarta Selatan, Provinsi DKI Jakarta, Kode Pos: 12190

Indonesia 100 Marketing Services

Raccoon Publicidade Ltda. Rua Dona Alexandrina, No. 1366, Vila Monteiro, Gleba I, São Carlos,

SP, CEP: 13.560-290

Brazil 100 Marketing Services

29. Interest in other entities continued
			Place of business/
Name of entity	Address of the registered office		Country of incorporation
MightyHive AU Pty Ltd	HWL Ebsworth Lawyers, Level 14, Australia Square, 264-278 George		Australia 100 Marketing Services
	Street, Sydney Cove NSW 2000
MightyHive Brazil Consulting Ltda.	Rua Girassol, 106, 1 andar, Vila Madalena, São Paulo, SP, CEP:		Brazil 100 Marketing Services
	05433-000
MightyHive Germany GmbH	Münchner Freiheit 2, 80802 München		Germany 100 Marketing Services
MightyHive Holdings Ltd	Suite 1700,	Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8.	Canada 100 Marketing Services
MightyHive Hong Kong Limited	47/F Central Plaza, 18 Harbour Road, Wanchhai, Hong Kong		Hong Kong 100 Marketing Services
MightyHive Inc	8 The Green, STE B, Dover, DE 19901, United States		United States of America 100 Marketing Services
MightyHive India Private Ltd	Office No.5, 1st Floor, Harismruti CHSL, Opp. HDFC Bank, S.V.P Road,		India 100 Marketing Services
MightyHive Information Technology	Borivali (West), Mumbai, Maharashtra, India: 400092	Room 07-130, Floor 08, No. 3, Lane 26, Qixia Road, China (Shanghai)	P. R. China 100 Marketing Services
(Shanghai) Co. Ltd	Pilot Free Trade, Zone (actual floor, 7th floor)
MightyHive K.K.	1-6-5 Jinnan, Shibuya-ku, Tokyo 150-0041, Japan		Japan 100 Marketing Services
MightyHive Korea Co. Ltd	14F, 416 Hangang-daero, Jung-gu, Seoul 14-111, Republic of Korea		Republic of Korea 100 Marketing Services
MightyHive Ltd	15 Bonhill Street, London, EC2A 4DN, United Kingdom		United Kingdom 100 Marketing Services
MightyHive NZ Limited	William Buck (NZ) Ltd, Level 4, Zurich House, 21 Queen Street,		New Zealand 100 Marketing Services
	Auckland, 1010
MightyHive SG Pte Ltd		50 Raffles Place, #29-01 Singapore Land Tower, Singapore 048623	Singapore 100 Marketing Services

Ownership

interest % Principal activity

Notes to the consolidated financial statements continued

Capital plc Annual Report and Accounts 2025 165Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Notes to the consolidated financial statements continued

Rocky Publicidade Ltda. Av. Irene da Silva Venâncio, 199, GP 03A, Bairro Protestantes,

Votorantim, SP, CEP: 18111-100

Brazil 100 Marketing Services

Technical Performance Services LLC 228 East 45th Street, Ste 9E New York, NY 10017-3373 United States United States of America 100 Technology Services

Zemoga SaS Calle 95 15-09 Piso 4 y 5, Bogotá, D.C. Codigo postal: 110221 Colombia 100 Technology Services

Joint Ventures

				Place of business/	Ownership
Name of entity	Address of the registered office			Country of incorporation	interest %	Principal activity
Monkfilms	5 Technology Park Colindeep Lane, Colindale, London, United			United Kingdom	50	Marketing Services
	Kingdom, NW9 6BX
S 4 S Ventures General Partner S.À R.L.	41	2F,	Route d’Esch L-1471, Luxembourg	Luxembourg	50	Holding company
S 4 S Ventures General Partner LLC	251	Little Falls Drive, Wilmington, DE 19808		United States of America	50	Holding company

29. Interest in other entities continued
	Place of business/	Ownership

Name of entity Address of the registered office

Country of incorporation

interest % Principal activity

Capital plc Annual Report and Accounts 2025 166Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Notes

2025

£m

2024

£m

Assets

Non-current assets

Investment in subsidiary 1 601.3 597. 3 

Deferred tax asset 0.6 –

Right-of-use assets 2 0.2 0.3

602 .1 597.6

Current assets  

Trade and other receivables 3 1.2 3.3

Cash and cash equivalents 4 – 0.1 

1.2 3.4

 

Total assets 603.3 601.0

 

Liabilities  

Non-current liabilities  

Lease liabilities 2 (0.2) (0.2)

(0.2) (0.2)

Current liabilities  

Lease liabilities 2 (0.1) (0.1)

Trade and other payables 5 (30.7) (20.2)

(30.8) (20.3)

 

Total liabilities (31.0) (20.5)

 

Net assets 572.3 580.5

 

Equity  

Share capital 6 167.5  154.9

Reserves 6 404.8 425.6

Total equity 572.3 580.5

The Company reported a net loss for the financial year ended 31 December 2025 of

£5.9 million (2024: £529.0 million loss). The accompanying notes on pages 169 to 173

formanintegral part of the financial statements.

The financial statements on pages 167 to 168 were approved by the Board of Directors on

23 March 2026 and signed on its behalf by

Sir Martin Sorrell

Executive Chairman

Radhika Radhakrishnan

Group Chief Financial Officer

Company’s registered number: 10476913

Company balance sheet

At 31 December 2025

Capital plc Annual Report and Accounts 2025 167Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Share capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total equity

£m

Balance at 1 January 2024 145.9 80.4 155.2 723.2 1,104.7

Loss for the year – – – (529.0) (529.0)

Total comprehensive loss – – – (529.0) (529.0)

Transactions with owners of the Company     

Business combinations 9.0 84.5 (94.9) 1.8 0.4

Employee share schemes – – 0.9 6.0 6.9

Treasury shares – – (2.5) – (2.5)

Balance at 31 December 2024 154.9 164.9 58.7 202.0 580.5

Loss for the year – – – (5.9) (5.9)

Total comprehensive loss  – – – (5.9) (5.9)

Transactions with owners of the Company     

Business combinations 12.6 40.3 (54.1) 1.0 (0.2)

Employee share schemes – – 0.7 3.3 4.0

Dividends – – – (6.1) (6.1)

Balance at 31 December 2025 167.5 205.2 5.3 194.3 572.3

The accompanying notes on pages 169 to 173 form an integral part of the Company financial statements.

Company statement of changes in equity

For the year ended 31 December 2025

Capital plc Annual Report and Accounts 2025 168Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

A. General

The Company financial statements are part of the 2025 financial statements of S

Capital

plc. S

Capital plc is a public Company, listed on the London Stock Exchange, limited

by shares and incorporated and domiciled in the United Kingdom. The Company has its

registered office at 12 St James’s Place, London, SW1A 1NX, United Kingdom. Under the

UK Listing Rules S

Capital plc is in the equity shares (transition) category. S

Capital plc

(the Company) is a holding company for investments active in the digital advertising,

marketing and technology services space.

B. Basis of preparation

The Parent Company balance sheet and related notes have been prepared under the

historical cost convention and in accordance with Financial Reporting Standard 101

Reduced Disclosure Framework (FRS 101). The Parent Company financial statements

have been prepared in accordance with the requirements of the Companies Act 2006 and

TheLarge and Medium-sized Companies and Groups (Accounts and Reports) Regulations

2008 (SI 2008/410).

In these financial statements, the Company has applied the exemptions available under

FRS 101 in respect of the following disclosures:

• statement of cash flows and related notes;

• disclosures in respect of transactions with wholly owned subsidiaries;

• disclosures in respect of capital management;

• the effects of new but not yet effective IFRSs; and

• disclosures in respect of the compensation of Key Management Personnel.

As the Group consolidated financial statements (presented on pages 124 to 166) include

the equivalent disclosures, the Company has also taken the exemptions under FRS 101

available in respect of the following disclosures:

IFRS 2 ‘Share-based Payments’ in respect of Group settled share-based payments certain

disclosures required by IFRS 13 ‘Fair Value Measurement’ and the disclosures required by

IFRS 7 ‘Financial Instrument Disclosures’.

No individual profit or loss account is prepared as provided by Section 408 of the

Companies Act 2006.

C. UK-adopted international accounting standards

The consolidated financial statements of S

Capital plc have been prepared in accordance

with UK-adopted International Accounting Standards and with the requirements of the

Companies Act 2006 as applicable to companies reporting under those standards.

D. New and amended standards and interpretations adopted by

theCompany

In the current year, the Company has applied a number of amendments to IFRS

Accounting Standards issued by the International Accounting Standards Board (IASB)

that are mandatorily effective for an accounting period that begins on or after 1 January

2025. Further detail can be found in the Group accounts on page 131. Their adoption

has not had any material impact on the disclosures or on the amounts reported in these

financial statements.

E. Basis of accounting

The Company financial statements are prepared under the historical cost convention and

on a going concern basis, in accordance with the Companies Act 2006. The following

paragraphs describe the main accounting policies, which have been applied consistently.

The ability of the Company to continue as a going concern is contingent on the ongoing

viability of the Group. The Group meets its day-to-day working capital requirements

through its bank facilities. The Group’s forecasts and projections, taking account of

reasonably possible changes in trading performance, show that the Group should be able to

operate within the level of its current facilities. Having assessed the principal risks and the

other matters discussed in connection with the viability statement, the Directors considered

it appropriate to adopt the going concern basis of accounting in preparing its consolidated

financial statements.

Estimates and judgments

The preparation of the financial statements in conformity with generally accepted

accounting principles requires management to make estimates and judgments that affect

the reported amounts of assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

Notes to the Company financial statements

Capital plc Annual Report and Accounts 2025 169Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

E. Basis of accounting continued

Actual results could differ from those judgments and estimates. The judgments and

estimates that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are discussed overleaf.

Judgments

Impairment of investment in subsidiary

The Company applies judgement in determining whether the carrying value of the

Company’s investment in subsidiary have any indication of impairment at each reporting

period. Both external and internal factors are monitored for indicators of impairment.

When performing the impairment review, management’s approach is to determine whether

the recoverable amount exceeded the carrying amount of the investment in subsidiary.

Estimates

Impairment of investment in subsidiary

The carrying value of the Company’s investment in subsidiary have been disclosed in

Note 1 and is assessed for indicators of impairment at each reporting period. In testing

for impairment, management determines whether recoverable amount exceeds the cost

of investment recognised. The recoverable amount is assessed on a value in use basis.

The value in use is calculated using a discounted cash flow methodology using financial

information related to the subsidiaries including projected cash flows in conjunction with

the goodwill impairment analysis performed by the Group, as disclosed in Note 10 of the

consolidated financial statements. The Group’s value in use calculated for the goodwill

impairment has been adjusted downwards for the contractual cash flows relating to debt to

arrive at the investment in subsidiary’s value in use. These cash flows are then discounted

at the Group cost of equity discount rate.

Material accounting policies

Foreign currencies

Profit or loss account items in foreign currencies are translated into GBP at average

rates for the relevant accounting periods. Monetary assets and liabilities are translated at

exchange rates prevailing at the date of the Company balance sheet. Exchange gains and

losses on loans and on short-term foreign currency borrowings and deposits are included

within net finance cost. Exchange differences on all other foreign currency transactions are

recognised in operating profit.

Taxation

The current tax payable is based on taxable profit for the year. Taxable profit differs from

reported profit because taxable profit excludes items that are either never taxable or tax

deductible or items that are taxable or tax deductible in a different period. The Company’s

current tax assets and liabilities are calculated using tax rates that have been enacted or

substantively enacted by the reporting date.

Deferred tax is provided using the balance sheet liability method, providing for temporary

differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. Deferred tax assets are recognised

to the extent that it is probable that taxable profit will be available against which the asset

can be utilised. This requires judgments to be made in respect of the availability of future

taxable income.

No deferred tax asset or liability is recognised in respect of temporary differences

associated with investments in subsidiaries and branches where the Company is able

to control the timing of reversal of the temporary differences and it is probable that the

temporary differences will not reverse in the foreseeable future.

The Company’s deferred tax assets and liabilities are calculated using tax rates that are

expected to apply in the period when the liability is settled or the asset realised based on

tax rates that have been enacted or substantively enacted by the reporting date.

Accruals for tax contingencies require management to make judgments of potential

exposures in relation to tax audit issues. Tax benefits are not recognised unless the tax

positions will probably be accepted by the authorities. This is based upon management’s

interpretation of applicable laws and regulations and the expectation of how the tax

authority will resolve the matter. Once considered probable of not being accepted,

management reviews each material tax benefit and reflects the effect of the uncertainty in

determining the related taxable result.

Accruals for tax contingencies are measured using either the most likely amount or the

expected value amount depending on which method the Company expect to better predict

the resolution of the uncertainty.

Investments

Fixed asset investments, including investments in subsidiaries, are stated at cost

and reviewed for impairment if there are indications that the carrying value may not

be recoverable.

Notes to the Company financial statements continued

Capital plc Annual Report and Accounts 2025 170Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

E. Basis of accounting continued

Share-based payments

The issuance by the Company to employees of its subsidiaries of a grant of awards over

the Company’s shares, represents additional capital contributions by the Company to its

subsidiaries. An additional investment in subsidiaries results in a corresponding increase

in shareholders’ equity. The additional capital contribution is based on the fair value of the

grant issued, allocated over the underlying grant’s vesting period, less the market cost of

shares charged to subsidiaries in settlement of such share awards.

Litigation

Through the normal course of business, the Group is involved in legal disputes, the settlement

of which may involve cost to the Company. Provision is made where an adverse outcome

is probable and associated costs can be estimated reliably. In other cases, appropriate

descriptions are included.

Dividends

In 2025 a dividend of 1.1p per share, amounting to £7.4 million was paid by S

Capital plc to

its shareowners (2024: £nil).

Employees

The Company had no employees during either year. Details of Directors’ emoluments,

whichwere paid by other Group companies, are set out in the Directors’ Remuneration

Report on page 98.

1. Investment in subsidiary

Investment in subsidiary is stated at cost less, where appropriate, provisions for impairment.

2025

£m

2024

£m

Balance at the beginning of the year 597.3  1,112 . 2 

Capital contributions – 0.9

Impairment of investment – (522.7)

Share-based payments 4.0 6.9

Balance at the end of the year 601.3 597.3 

The Company directly holds 100% ownership in S

Capital 2 Limited. The Company indirectly

holds effectively 100% of Ordinary Shares of the subsidiaries disclosed in Note 29 of the

consolidated financial statements. The investment in subsidiary is assessed to determine if

there is any indication that the investment might be impaired.

The recoverable amount is assessed on a value in use basis. The value in use is calculated

using a discounted cash flow methodology using financial information related to the

subsidiaries including projected cashflows in conjunction with the impairment analysis

performed by the Group, as disclosed in Note 10 of the consolidated financial statements.

The Group’s value in use calculated for the impairment has been adjusted downwards

for the contractual cashflows relating to debt to arrive at the investment in subsidiary’s

value in use and using the Group’s discount rate. The resultant value in use exceeds the

carrying value of the investment in subsidiary, resulting in headroom of £40.9 million

(2024:impairment of £522.7 million).

Sensitivity analysis has been carried out for the value-in-use calculation. Based on this

sensitivity analysis, it has been determined that the excess of recoverable amount over the

carrying amount could, without further mitigation, be reduced to nil as a result of reasonably

possible changes in the key assumptions of net revenue growth and EBITDA margin in the

cash flow forecasts.

The range of net revenue growth rates across the three-year forecast period is between

-0.4% and 5.0% (2024: between -1.1% and 11.4%), and the range of EBITDA margin

across the three-year forecast period is between 15.2% and 20.2% (2024: between 10.1%

and 15.2%). The recoverable amount would equal the carrying amount either if net revenue

growth range were to be reduced to a range of -0.4% to 4.4% (with costs remaining

unchanged) or if EBITDA margin were to be reduced to a range of 14.1% to19.1% (with net

revenue growth remaining unchanged).

The following is a sensitivity analysis for impairment losses recognised in the Company’s

investment in subsidiary, in the case of changes in the key assumptions. The consequential

impacts of the changes in net revenue growth and EBITDA margins on cash flow assumptions

including working capital movements and tax charges have been incorporated into the

sensitivity analyses set out below, but all other variables are held constant.

Net revenue growth

30% reduction

£m

EBITDA margin 150

bps reduction

£m

Impairment charge under sensitivity 66.8 14.2

Notes to the Company financial statements continued

Capital plc Annual Report and Accounts 2025 171Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

1. Investment in subsidiary continued

In the net revenue growth sensitivity analyses referred to above, no cost mitigation actions

are assumed within the forecasts. In the event of a reduction in net revenue growth,

theGroup has identified cost control measures that could be implemented, such as reduced

bonuses, limited recruitment, cost control measures on certain areas of discretionary spend,

reviewingthe Group’s work force and implementing measures to optimise resource allocation,

identifying and implementing cost-saving measures across the Group and re-evaluating the

Group’s product and service offerings to focus on high-margin high-demand areas.

2. Leases

Right-of-use assets

2025

£m

2024

£m

Balance at 1 January 0.3 –

Additions – 0.4

Depreciation of right-of-use assets (0.1) (0.1)

Balance at 31 December 0.2 0.3

Lease liabilities

2025

£m

2024

£m

Balance at 1 January (0.3) –

Additions – (0.4)

Payment of lease liabilities – 0.1 

Balance at 31 December (0.3) (0.3)

Non-current lease liabilities (0.2) (0.2)

Current lease liabilities (0.1) (0.1)

Balance at 31 December (0.3) (0.3)

Note:

1. The right-of-use assets and lease liabilities relates to an office.

Notes to the Company financial statements continued

3. Trade and other receivables

2025

£m

2024

£m

Value added tax 0.2 0.2

Amounts owed from subsidiaries 0.4 2.1 

Other receivables and prepayments 0.6 1.0

Total 1.2 3.3

The Company has assessed expected credit losses as immaterial on amounts owed from

subsidiaries (2024: immaterial).

4. Cash and cash equivalents

2025

£m

2024

£m

Cash and cash equivalents – 0.1 

Total – 0.1

5. Trade and other payables

2025

£m

2024

£m

Trade payables (0.3) (0.1)

Other payables and accruals (3.0) (2.4)

Amounts owed to subsidiaries

(27.4) (17.7 )

Total (30.7) (20.2)

Note:

1. Amounts owed are payable on demand.

6. Equity

A. Share capital

The authorised share capital of S

Capital plc contain an unlimited number of Ordinary

Shares having a nominal value of £0.25 per Ordinary Share. At the end of the reporting

period, the issued and paid-up share capital of the Company consisted of 670,052,897

(2024: 619,636,656) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.

Capital plc Annual Report and Accounts 2025 172Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Notes to the Company financial statements continued

7. Related party transactions

Details of compensation for key management personnel are disclosed on page 98.

During the year the Group invested in Hoorah Digital Proprietary Limited, a South

African, minority-owned, digital media business. See Note 14 of the consolidated

financial statements.

The Company did not have any other related party transactions during the financial year

(2024: £nil).

8. Events occurring after the reporting period

Details of events occurring after the reporting period are disclosed in Note 28 of the

consolidated financial statements.

Capital plc Annual Report and Accounts 2025 173Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Additional

information

Appendix: Alternative Performance Measures 175

Shareowner information 180

Capital plc Annual Report and Accounts 2025 174Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

The Group has included various unaudited alternative performance measures (APMs) in its Annual Report and Accounts. The Group includes these non-GAAP measures as it considers

these measures to be both useful and necessary to the readers of the Annual Report and Accounts to help them more fully understand the performance and position of the Group.

The Group’s measures may not be calculated in the same way as similarly titled measures reported by other companies. The APMs should not be viewed in isolation and should be

considered as additional supplementary information to the IFRS measures. Full reconciliations have been provided between the APMs and their closest IFRS measures.

The Group has concluded that these APMs are relevant as they represent how the Board assesses the performance of the Group and they are also closely aligned with how shareowners

value the business. They provide like-for-like, year-on-year comparisons and are closely correlated with the cash inflows from operations and working capital position of the Group.

They are used by the Group for internal performance analysis and the presentation of these measures facilitates comparison with other industry peers as they adjust for non-recurring

factors which may materially affect IFRS measures. Adjusting items for the Group include amortisation of acquired intangibles, acquisition related expenses, share-based payments,

employment-related acquisition costs and restructuring costs. Whilst adjusted measures exclude amortisation of intangibles, acquisition costs and restructuring costs they do include

the revenue from acquisitions and the benefits of the restructuring programmes and therefore should not be considered a complete picture of the Group’s financial performance, that is

provided by the IFRS measures.

The adjusted measures are also used in the calculation of the adjusted earnings per share and banking covenants as per our agreements with our lenders.

As there have been no acquisitions in the current or prior year, pro-forma has been removed as an alternative performance measure, as there are no impact from the acquisitions.

APM

Closest IFRS

measure Adjustments to reconcile toIFRS measure Reason for use

Consolidated statement of profit or loss

Controlled

billings

Revenue Includes media spend contracted directly by clients with media

providers and pass-through costs (see reconciliation A1 on page 176).

It is an important measure to help understand the scale of the activities that

the Group has managed on behalf of its clients, in addition to the activities

that are directly invoiced by the Group.

Billings Revenue Includes pass through costs (see reconciliation A1 on page 176). It is an important measure to understand the activities that are directly

invoiced by the Group to its clients.

Net revenue Revenue Excludes direct costs (see reconciliation A2 on page 176). This is more closely aligned to the fees the Group earns for its services

provided to the clients. This is a key metric used in business when looking at

the Practice performance.

Operational

EBITDA

Operating profit Excludes acquisition related expenses, non-recurring items (primarily

acquisition payments tied to continued employment, amortisation of

business combination intangible assets and restructuring and other

one-off expenses) and recurring share-based payments, and includes

right-of-use asset depreciation (see reconciliation A3 on page 177).

Operational EBITDA is operating profit before the impact of adjusting items,

amortisation of intangible assets and PPE depreciation.

The Group considers this to be an important measure of Group performance

and is consistent with how the Group is assessed by the Board and

investment community.

Like-for-like Revenue and

operating profit

Is the prior year comparative, in this case 2024, restated to include

acquired businesses for the same months as 2025, and restated

using same FX rates as used in 2025 (see reconciliations A4 on

page177).

Like-for-like is an important measure used by the Board and investors when

looking at Group performance. It provides a comparison that reflects the

impact of acquisitions and changes in FX rates during the period.

Appendix: Alternative Performance Measures

Capital plc Annual Report and Accounts 2025 175Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

APM

Closest IFRS

measure Adjustments to reconcile toIFRS measure Reason for use

Adjusted basic

earnings

pershare

Basic earnings

per share

Excludes amortisation of intangible assets, acquisition related costs,

share-based payments and restructuring and other one-off expenses

(see reconciliation A5 on page 178)

Adjusted basic earnings per share is used by management to understand the

earnings per share of the Group after removing non-recurring items and

those linked to combinations.

Adjusted

profit for

theyear

(Loss)/profit

for the year

Excludes amortisation of intangible assets, acquisition related

expenses, share-based payments and restructuring and other

one-offexpenses (see reconciliation A5 on page 178)

Adjusted profit for the year is used by management to understand the profit

for the Group after removing non-recurring items and those linked

tocombinations.

Consolidated balance sheet

Net debt Cash and loans

andborrowings

Net debt is cash less gross bank loans (excluding transaction costs

and lease liabilities). This is a measure used by management and in

calculations for bank covenants (see reconciliation A6 on page 179)

Net debt is a commonly used metric to identify the debt obligations of the

Group after utilising cash in bank.

Consolidated statement of cash flows

Free cash

flow

Net cash inflow/

(outflow) from

operating activities

Cash flow from operating activities adjusted for purchase of

intangibles and property, plant and equipment, lease liabilities,

interest and facility fees paid, security deposits and employment

linked contingent consideration paid (see reconciliation A7 on

page179)

Free cash flow is a commonly used metric used to identify the amount of cash

at the disposal of the Group.

Appendix: Alternative Performance Measures continued

Billings and controlled billings (A1)

2025

£m

2024

£m

Revenue 754.8 848.2

Pass-through expenses 1,158.1 1,114.8 

Billings

1,912.9 1,963.0

Third party billings direct to clients 3,064.5 3,254.6

Controlled billings

4,977.4 5,217.6

Notes:

1. Billings are gross billings to clients including pass-through expenses.

2. Controlled billings are billings we influenced.

Net revenue (A2)

2025

£m

2024

£m

Revenue 754.8 848.2

Direct costs (81.8) (93.6)

Net Revenue 673.0 754.6

Capital plc Annual Report and Accounts 2025 176Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Reconciliation to operational EBITDA (A3)

2025

£m

2024

£m

Operating profit/(loss) 2.7 (302.8)

Amortisation 49.4 44.3

Impairment of intangible assets – 301.2

Acquisition expenses (1.1) (1.3)

Share-based payments 4.0 6.5

Restructuring and other one-off expenses

19.0 30.4

Depreciation of property, plant and equipment 6.7 9.5

Loss on disposal of property, plant and equipment 0.5 –

Operational EBITDA 81.2 87.8

Note:

1. Restructuring and other one-off expenses relate to restructuring costs of £17.0 million

(2024: £18.8 million), transformation costs of £4.1 million (2024: £4.2 million), impairment of

property, plant and equipment of £0.9 million (2024: £nil), reversal of impairment of right-of-use

assets of £2.0 million (2024: £5.3 million impairment), onerous lease provisions of £1.0 million

(2024: £2.1 million), and by £nil due to the significant devaluation of the Argentinian Peso(2024: £nil).

Like-for-Like (A4)

Like-for-like revenue

Year ended 31 December 2024

Marketing

Services

£m

Technology

Services

£m

Total

£m

Revenue 761.7 86.5 848.2

Impact of foreign exchange (19.2) (2.4) (21.6)

Like-for-like revenue

742.5 84.1 826.6

% like-for-like revenue change (6.3%) (29.8%) (8.7%)

Notes:

1. Like-for-like is a non-GAAP measure and relates to 2024 being restated to show the audited numbers

for the previous year of the existing and acquired businesses consolidated for the same months as in

2025, applying currency rates as used in 2025.

2. Comparative information for the prior year has been represented to reflect the Group’s revised

segment structure.

Like-for-like net revenue

Year ended 31 December 2024

Marketing

Services

£m

Technology

Services

£m

Total

£m

Net revenue 6 67. 9 86.7 754.6

Impact of foreign exchange (17. 2) (2.5) (19.7)

Like-for-like net revenue

650.7 84.2 734.9

% like-for-like net revenue change (5.6%) (29.9%) (8.4%)

Notes:

1. Like-for-like is a non-GAAP measure and relates to 2024 being restated to show the audited numbers

for the previous year of the existing and acquired businesses consolidated for the same months as in

2025, applying currency rates as used in 2025.

2. Comparative information for the prior year has been represented to reflect the Group’s revised

segment structure.

Like-for-like operational EBITDA

Year ended 31 December 2024

Total

£m

Operational EBITDA 87.8

Impact of acquisitions –

Impact of foreign exchange (3.9)

Like-for-like operational EBITDA

83.9

% like-for-like operational EBITDA change (3.2%)

Note:

1. Like-for-like is a non-GAAP measure and relates to 2024 being restated to show the audited numbers

for the previous year of the existing and acquired businesses consolidated for the same months as in

2025, applying currency rates as used in 2025.

Appendix: Alternative Performance Measures continued

Capital plc Annual Report and Accounts 2025 177Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Adjusted basic earnings per share (A5)

Year ending 31 December 2025

Reported

£m

Amortisation

£m

Impairment

£m

Acquisition

expenses

£m

Share-based

payments

£m

Restructuring

and other

one-off

expenses

£m

Adjusted

£m

Operating profit/(loss) 2.7 49.4 – (1.1) 4.0 19.0 74.0

Net finance costs

(25.7) – – – – – (25.7)

Gain on the net monetary position

(0.8) – – – – – (0.8)

(Loss)/profit before income tax (23.8) 49.4 – (1.1) 4.0 19.0 47.5

Income tax expense/(credit) (1.0) (11.4) – – 3.4 (4.9) (13.9)

(Loss)/profit for the year (24.8) 38.0 – (1.1) 7.4 14.1  33.6

Notes:

1. Amortisation relates to the intangible assets recognised as a result of the acquisitions (see Note 6).

2. Acquisition expenses relate to acquisition related advisory fees of £1.3 million, contingent consideration as remuneration of £0.7 million and remeasurement gain on contingent considerations of £1.7million.

3. Restructuring and other one-off expenses relate to restructuring costs of £17.0 million, transformation costs of £4.1 million, impairment of property, plant and equipment of £0.9 million, reversal of impairment of

right-of-use assets of £2.0 million and onerous lease provision reversal of £1.0 million.

Year ending 31 December 2024

Reported

£m

Amortisation and

impairment

£m

Impairment of

Intangibles

£m

Acquisition

expenses

£m

Share-based

payments

£m

Restructuring

and other

one-off

expenses

£m

Adjusted

£m

Operating (loss) / profit (302.8) 44.3 301.2 (1.3) 6.5 30.4 78.3

Net finance expenses (26.4) – – – – – (26.4)

Loss on net monetary position (1.7) – – – – – (1.7)

(Loss)/profit before income tax (330.9) 44.3 301.2 (1.3) 6.5 30.4 50.2

Income tax credit/(expense)

24.0 (12.0) (20.8) — (0.8) (5.9) (15.5)

(Loss)/profit for the year

(306.9) 32.3 280.4 (1.3) 5.7 24.5 34.7

Notes:

1. Amortisation relates to the intangible assets recognised as a result of the acquisitions (see Note 6).

2. Acquisition expenses relate to acquisition related advisory fees of £1.0 million, contingent consideration as remuneration of £0.7 million and remeasurement gain on contingent considerations of £3.0 million.

3. Restructuring and other one-off expenses relate to restructuring costs of £18.8 million, transformation costs of £4.2 million, impairment of right-of-use assets of £5.3 million and onerous lease provisions of

£2.1 million.

Appendix: Alternative Performance Measures continued

Capital plc Annual Report and Accounts 2025 178Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Adjusted basic earnings per share (A5) continued

Adjusted basic result per share 2025 2024

Adjusted profit attributable to owners of the Company (£m) 33.6 34.7

Weighted average number of Ordinary Shares for the purpose

of basic EPS (shares)

674,818,805 671,956,509

Adjusted basic earnings per share (pence) 5.0 5.2

Net debt (A6)

Net debt

2025

£m

2024

£m

Cash and bank 240.8 168.4

Loans and borrowings

(327.7) (311.3)

Net debt (86.9) (142.9)

Lease liabilities (31.3) (42.5)

Net debt including lease liabilities (118. 2) (185.4)

Note:

1. Excludes transaction costs of £3.2 million (2024: £3.9 million).

Free cash flow (A7)

Free cash flow

2025

£m

2024

£m

Net cash inflow from operating activities 124.1 84.1

Employment linked contingent consideration paid 0.1 2.9

Interest and facility fees paid (23.6) (29.1)

Interest received 2.2 2.1 

Purchase of intangible assets (2.4) (4.2)

Purchase of property, plant and equipment (2.3) (4.0)

Amounts withdrawn (paid into)/withdrawn from

securitydeposits

(0.3) 0.5

Principal element of lease payments (13.0) (12.7)

Other non-cash items 1.7 (1.8)

Free cash flow 86.5 37.8

Appendix: Alternative Performance Measures continued

Capital plc Annual Report and Accounts 2025 179Our business Strategic Report Governance Report Financial statementsSustainability

Additional information

Advisers and registrars

Principal bankers HSBC Bank Plc

Joint brokers Dowgate Capital Limited

Morgan Stanley & Co

Jefferies International Limited

Independent auditors PricewaterhouseCoopers LLP

Solicitor Travers Smith LLP

Communications adviser Kate Richling

Share Registrars Limited

3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

01252 821390

enquiries@shareregistrars.uk.com

Group Company Secretary Radhika Radhakrishnan

ISIN GB00BFZZM640

Ticker SFOR

Registered office 12 St James’s Place

London

SW1A 1NX

Website www.s4capital.com

Shareowner information

Capital plc Annual Report and Accounts 2025 180Our business Strategic Report Governance Report Financial statementsSustainability

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