Next 15 : FY25 Annual Report Document

Published on 05/06/2025 at 10:58

‌NEXT...

Next 15 Group plc

Annual Report 2025

‌Strategic report Corporate governance Financial statements Other information

...we work together to make great things

happen for our clients.

We are growth consultants.

Growth is ever more difficult to come by in today's fast-paced data and tech-driven world. That's where Next 15 comes in. We offer an ever-evolving range of specialist services designed to accelerate growth by generating leads, growing reputations, optimising customer experience, monetising retail inventory, creating innovative new services and more.

This Annual Report sets out our performance over the latest 12-month period and how we are evolving and simplifying our decentralised, autonomous structure to stay at the forefront of our industry.

More about our business

next15.com

Key numbers for 2025

Employees	Countries	Acquisitions
3,992	16	3
2024: 4,340	2024: 15	2024: 7
2023: 4,079	2023: 15	2023: 7

£563.8m

£577.8m

£569.7m

20.2%

21.0%

18.9%

‌Financial highlights

Net revenue♦

£569.7m

£720.5m

£734.7m

£729.8m

£67.2m

£77.1m

£56.6m

(1.4)%

Statutory revenue

£729.8m

(0.7)%

Adjusted operating profit margin♦

18.9%

Statutory operating profit

£56.6m

(26.6)%

80.4p

81.6p

69.3p

£112.5m

£117.9m

£101.4m

Adjusted diluted earnings per share♦1

69.3p

£74.9m

£79.6m

£75.5m

(15.1)%

Net cash inflow from operating activities

£75.5m

(5.2)%

Adjusted profit before tax♦1

£101.4m

14.6p

15.35p

(14.0)%

Dividend per share

15.35p

‌Contents

Strategic report

1 Financial highlights

2 Our business

4 Chair's statement

6 Chief Executive Officer's statement

8 The markets we operate in

9 Our strategy

13 Case study: Designing a new type of company

14 Key performance indicators

16 Financial review

22 Stakeholder engagement

25 Section 172(1) statement

27 ESG report

40 Non-financial and sustainability information statement

52 Principal risks and uncertainties

Corporate governance

62 Board of Directors and Company Secretary

64 Governance introduction

65 Corporate governance statement

73 Nomination Committee report

75 Audit and Risk Committee report

81 Directors' remuneration report

98 Report of the Directors

101 Directors' responsibilities statement

Financial statements

102 Independent auditor's report

112 Consolidated income statement

113 Consolidated statement

of comprehensive income

114 Consolidated balance sheet

116 Consolidated statement of changes in equity

118 Consolidated statement of cash flow

120 Notes to the accounts

178 Company balance sheet

180 Company statement of changes in equity

181 Notes forming part of the Company financial statements

188 Glossary - Alternative performance measures

1 For FY25 statutory diluted earnings per share is 37.9p (FY24: 50.3p) and statutory profit before tax is £62.5m (FY24: £80.3m). These measures have not been graphically represented as the movements are not meaningful.

Alternative performance measures

The report provides alternative performance measures ('APMs'), which are not defined or specified under IFRSs.

Measures with this symbol are defined and their use explained in the Glossary section on page 188.

196 Five-year financial information

Other information

Shareholder information
Advisers
References

‌Our business

WE ARE A TECHNOLOGY AND DATA-BASED GROWTH CONSULTANCY THAT DELIVERS VALUE TO

ITS CLIENTS THROUGH BEST-IN-CLASS SPECIALISTS.

Next 15 comprises four segments

of growth consulting capabilities that work individually or together to solve customers' problems: Customer Insight, Customer Delivery, Customer Engagement and Business Transformation.

Customer Insight

Data and analytics, and the insights they reveal, are critical for helping our customers make the best growth decisions in a world that becomes ever more complex. Our insights sector generates both behavioural and perceptual data for our clients either directly or as part of other growth consulting projects. We continue to invest in new data analytics techniques and tools, including AI-techniques such as synthetic personas and data, to ensure we can offer our customers leading-edge solutions.

What we do

Conduct primary market research to help clients make better decisions.
Track opinion about brands and politics.
Use transaction-level data to predict customer behaviours and recommend actions.
Manage large-scale data sets for our clients.
Customer Delivery
Our Customer Delivery brands unlock latent value. Our specialist brands deliver revenue across both B2B and consumer markets using a combination of first-party and intent data, sophisticated AI-powered technology, highly tuned content and the monetisation of existing assets.
What we do
Demand generation.
Account-centric marketing.
Retail media centre design, build and operate.
Media buying and selling.
E-commerce.

More about our brands
next15.com/what-we-do/our-brands
‌Customer Engagement
In the 21st century digital ecosystem, brands have to navigate an extraordinary variety of platforms, technologies and languages and get each just right while being true to their values. This has become as much science as art and, when done well, can add extraordinary amplification to an idea, product or service.
We are experts in navigating this highly complex landscape and creating space for our clients in the minds of their customers.
What we do
- Create and amplify brands.
- Manage reputations and deal with crises.
- Build digital brand assets such as websites and apps.
- Create brand content and thought leadership.

Business Transformation

As a growth consultancy we are increasingly asked by our clients to help them address challenges for which the solutions are not simply to do more sales or marketing.

The brands in our Business Transformation segment help their clients design entirely new solutions to complex problems.

The range of these projects is extraordinary, covering building entirely new businesses, solving complex societal problems, growing the value of newly acquired business units, and helping to tap public finance markets.

What we do

Create new, scale businesses.
Build corporate venture funds.
Help private equity companies optimise the value of their portfolios.
Prepare companies to launch on the public markets.
Redesign public services for the digital era.

‌Chair's statement

WE'RE SIMPLIFYING THE BUSINESS

TO PROVIDE A MORE INTEGRATED SOLUTION FOR CUSTOMERS.

Penny Ladkin-Brand

Chair

Dear Fellow Shareholders,

It is in years like these that you learn the most about a business. This has in many respects been a difficult year for Next 15. We lost our largest customer and saw a drop in spend across our largest customer sector, technology, and a reduction in spend from our government customers. This has resulted in our share price falling to levels not seen in a while. We have taken these challenges as an opportunity to take a step back and reflect on how we can improve the management of the business and best generate value now and in the future. We have carried out a deep analysis of the businesses and their end markets to assess market fit and how we prioritise the Company's capital going forward.

Our internal review of strategy shows that we have built some incredible businesses across our four segments. Agent3, M Booth, M Booth Health, MHP, SMG and Brandwidth all saw strong performances in the last year. We have strong offerings across customer sectors such as technology and health which in the long term are destined to be growth markets for the services we offer. However, what it has also identified is that we need to simplify our structure so that we can offer customers a more integrated solution in areas such as B2B tech revenue generation.

Indeed, the areas we are looking at for integration are all ones where we can see opportunities that arise from

generative AI. The opportunities this technology generates are huge. To capture these opportunities, we need to focus on a small number of products that can drive the business forward.

As you will see in Tim Dyson's letter, we are also looking to determine the best ways to allocate our capital and review our portfolio to ensure that we remain the best owner for all our businesses, focusing on where we see the best opportunities for the Group.

Looking at the business today there are significant opportunities for growth. In data, for example, we see the opportunity for AI to create a series of exciting new

products that will radically change the way our customers buy data and the corresponding insights from us.

We believe it isn't the amount you invest in AI but rather the quality of your product design and the underlying data being used. Given this environment we believe in the potential for Savanta, our data insights business, to accelerate growth through focused product development in this area.

We believe the slowdown in spend from our technology customers to be the continued after-effect from the ramp up in spending we saw during Covid. This reflects the changes in sales growth our clients have seen. Data from firms such as Gartner suggests IT spend is due to pick up in the second half of 2025. If this pick up materialises, we should see a corresponding rise in client spend given the nature of the work we do for them.

‌"The Board is recommending a final dividend for the year

of 10.6p per share."

We also saw a slowdown in spending from governmental customers. In calendar year 2024 we had a change

in Government in the UK which resulted in a period where some of our work went on hold. Now the current Government's priorities are known, spend has returned and a new large increase in spend by the Department for Education underpins our budgets for the next two years.

With changes in the business, you often get changes in personnel. Next 15 is no exception. Earlier this year our CFO, Peter Harris, announced that he would be

stepping down after 12 years with the Group. The Board would like to thank him for his service and passion for the business over this time. Peter's replacement, Mickey Kalifa, joins us in June and is working with Peter between now and then to ensure a smooth handover.

We have also recently announced changes to the Non-Executive Directors reflecting the skills which would be beneficial for the Board to have around the table during the next phase of the Next 15 journey.

Mark Astaire joined us in February, following a 35-year career in corporate broking and investment banking, and Samantha Wren will join us in June as Senior Independent Director. Samantha has extensive accounting and

auditing experience and has worked with founders in a portfolio company environment. With effect from the

AGM, Robyn Perriss, Helen Hunter and Dianna Jones will be stepping down as Directors, having all made strong contributions to the Board and relevant committees for which I am very grateful.

Looking ahead we emerge from the challenges and disappointments of FY25 feeling confident about the refreshed business strategy and opportunities for

long-term growth. Whilst in the short term we expect the macroeconomic outlook to remain volatile, the quality

of our customer base, the talent of our people and our companies, along with the quality of product innovation they are generating, provides us with optimism for

our future. The Board is recommending the payment of a final dividend for the year of 10.6p per share, which would represent a total dividend of 15.35p for the year, unchanged from the prior year.

I would like to thank all the employees of the Group for their continued dedication and service throughout

the year. It is their energy and passion which create the businesses and leaves us optimistic for the journey ahead.

Penny Ladkin-Brand

Chair

14 April 2025

‌Chief Executive Officer's statement

EMBRACING CHANGE FOR FUTURE GROWTH.

Tim Dyson

Chief Executive Officer

Dear Fellow Shareholders,

The title of this year's Annual Report is, unsurprisingly, deliberate. The question shareholders are asking is what comes next for Next 15? This reflects the challenges of the year and the willingness of the Group to chart a new path for growth. The short answer to this simple question is a great deal of change to capitalise on the market shifts taking place across the worlds of marketing and consulting. That is a bland answer to a very important question and so I'd like to spend the bulk of this letter explaining what it really means. It's worth noting that

in answering the question I need to address external and internal drivers of change. While there is some overlap, focusing on them as separate challenges and opportunities is crucial to our long-term success.

External drivers

Change in our industry is coming from all sides. Generative AI has been widely discussed in the media and is expected to drive huge amounts of productivity and innovation across all sectors of the service industry. All the hype about AI should be taken very seriously. Our own adoption of these technologies to deliver products and services is showing that the hype really isn't hype. You should expect us to roll out a series of new products that have AI at the core plus a number of internal productivity tools to make our work even better and more personalised. At its core

AI enables a level of personalisation that simply isn't cost effective using traditional tools and technologies. Watch this space.

We foresee significant macroeconomic shifts influenced by current political landscapes. 'America first' policies are upending supply chains just as they had settled down after

the Covid-19 pandemic. For our customers this is resulting in price changes, product reformulation and even retargeting of products and services. This applies to customers both

in and outside the US. As we saw during Covid this type of change requires our customers to go through masses of internal change and ups their need for the products and services we sell. Change here is non-linear though. Put another way some sectors will go through massive change, the automotive industry for example, while others

such as travel will be less impacted. Who we work with will determine how much we benefit from these changes.

The last big change I'll cover is that of demographics.

China and India have impacted the world economy because of the rapid population growth and their ability to raise

the standards of living for those in their countries. These economies are starting to see slower growth, in part because of trade wars but also because the demographics of these countries are changing. Shifting demographics in the western world are causing governments huge headaches as ageing populations put greater strains on economies. But these shifting demographics are also driving changes in marketing. Customer segments are being re-evaluated as are the ways they reach these people. You may have read about

Gen Alpha and how through TikTok and Instagram micro trends will emerge and die in a matter of weeks, leaving our customers with the challenge of responding to these changes.

Put another way all of these challenges are testing the ability of our customers to adapt at speed to significant change from all sides. I believe this is very good news for us if we can adapt at least as quickly as they need us to.

‌Internal drivers

The business has not met our expectations in the last year. We are used to high levels of growth and profitability.

While we have managed to protect our margins to a great degree, we have seen the loss of our largest customer and the impact of a slowdown in the tech sector, a slowdown that almost mirrors the relative boom during Covid. This has, as you'd expect, caused a great deal of introspection.

Back in September we talked about the need for us to simplify our business. This has become a major topic for those of us running the business. Simplification can be easy if you don't care about the impact on your customers. You can simply force businesses together and get a lower-cost delivery model, but in the process you often lose key people and end up delivering a lower-quality product.

For these reasons we are taking a different approach.

We are looking through a series of lenses. First on the list

is whether a more integrated offering will give the customer a better solution. A good example of that is where we have a series of businesses that are focused on B2B revenue generation within the technology sector. The integration

of these businesses makes total sense and is something we've spent the last six months designing. It will result in a more efficient business but more importantly we believe it will result in happier customers.

The next form of simplification is on the back-office side of the business. We currently operate a range of approaches here. Some businesses have a dedicated back-office team of their own that reports into Next 15, while others have elements of their own and rely on the central team within Next 15 for things such as IT, etc. This is something we are looking to improve. Again, it's not just about saving money, though.

We believe that by driving the right changes we can give our leaders access to better management information.

The last change is potentially the biggest, though.

For decades Next 15 has been an acquirer and builder

of businesses. This has made us similar to a private equity ('PE') fund. Unlike PE, though, we have never sold any

of our businesses. We are currently reviewing our assets, recognising that some may be better suited under different ownership. This could reflect their investment needs or could simply be that the direction their business is heading is taking them away from our core offerings. All decisions will be made within the framework for capital allocation we have been using for a number of years.

At its core, Next 15 thrives on entrepreneurship, embracing change, creativity and innovation. However, any analysis of our balance sheet over the last decade will show that we are fiscally conservative. I mention this as I believe shareholders should know that while I believe we will take some brave decisions in the next year, we will do this in

a way that reflects our values. We understand that the way capital allocation is managed is at the core of any well-run business. As a result, you can expect this to be central

to the decisions we make in the year ahead.

Tim Dyson

Chief Executive Officer

14 April 2025

"Next 15 thrives on entrepreneurship, embracing change, creativity, and

innovation."

‌The markets we operate in

GROWTH CONSULTANCY IS A HUGE AND GROWING MARKET. WE DIVIDE IT INTO FOUR MAJOR SEGMENTS.

Customer Insight

2023 market size

£187.48b

CAGR growth 2023-2028

15.28%

FY25 Next 15 net revenue

£55.4m

2023 breakdown

(growth 2023-2028 CAGR %)

Market research

£66.14b (4.0%)

Data management

£15.61b (17.4%)

Data analytics and implementation

£34.02b (27.1%)

Customer Relationship Management implementation

£71.71b (12.6%)

Customer Engagement

2023 market size

£422.69b

CAGR growth 2023-2028

14.13%

FY25 Next 15 net revenue

£262.0m

2023 breakdown

(growth 2023-2028 CAGR %)

Customer experience

£10.51b (15.2%)

Content, communications and creative

£412.18b (13.06%)

Customer Delivery

2023 market size

£146.44b

CAGR growth 2023-2028

15.6%

FY25 Next 15 net revenue

£109.6m

2023 breakdown

(growth 2023-2028 CAGR %)

E-commerce implementation

£6.73b (18.1%)

Search Engine Optimisation

£58.93b (18.3%)

Media buying and planning

£62.19b (4.6%)

Social media management

£16.16b (22.8%)

Lead generation solutions

£2.43b (14.4%)

Business Transformation

2023 market size

£1,294.18b

CAGR growth 2023-2028

10.72%

FY25 Next 15 net revenue

£142.7m

2023 breakdown

(growth 2023-2028 CAGR %)

Strategy consulting

(inc. Environmental, Social and Governance (ESG)

and People Change Management)

£158.69b (6.3%)

Digital transformation

£41.80b (13.16%)

Big data and analytics

£107.63b (12.8%)

Other

(inc. supply chain and logistics, legal, HR advisory, finance and tax)

£986.05b (8.73%)

2023 data has been used as a baseline to ensure a uniform comparison across the data given an absence of publicly published data for 2024 in several of the above capabilities. Sources for this page are on page 200.

‌Our strategy

OUR CORE STRATEGY

Our strategy is to:

continually evolve and simplify our Group to deliver the leading-edge specialist growth consultancy that our clients require;
work together to solve our clients' most
Build our growth consultancy model

Our priorities
Growth has never been more important to our clients, whether that's to deliver financial returns or societal outcomes. Growth is what Next 15 offers, and we continue to evolve our Group to offer clients a leading-edge service. We will continue to invest in talented, entrepreneur-led businesses that bring new capabilities that our customers need. Our focus remains primarily in the UK and US.
pressing growth problems;
develop our key talent; and
make sure we leave the world a better place than we found it.

We target high-growth markets where we have credibility and deep expertise. These include technology, healthcare, financial services, consumer passions and public sector.

For those markets we focus on the key things that our clients need: exceptional customer experience that provides sustainable competitive advantage; transformation consultancy to cope with the high volume of change that is the new normal for all businesses; high-quality data to drive optimal decisions; tools to maximise revenues; and the ability to tell their story and build reputation.

Our capabilities are already being accelerated by Generative AI and we see this as a source of considerable growth and potential competitive advantage over the coming years.

Progress in FY25

Created Next 15 Labs as a means to explore how we can best apply AI to our clients' needs and accelerate the adoption of new technologies into our brands.
Acquired several smaller companies as bolt-ons for existing brands, particularly to develop our communications, AI and transformation consulting capability.
Launched Marker Collective, which brings together the capabilities of Archetype, Outcast and Nectar in a more co-ordinated and product-led scale business.
Continued to grow SMG at pace, particularly into the key US market as well as resecuring key
UK contracts.
Launched new client products such as Delve (a customer insight tool), with more innovative
new products in planning stages in our Customer Delivery and Customer Engagement segments.
Priorities for FY26
Launch Savanta Labs to stay at the cutting edge of AI-led insights innovation for our clients.
Continue to reshape our Group to optimise our ability to solve client problems, innovate and take acquisition opportunities as they
present themselves. An example of collaboration of our B2B tech marketing agencies is set out
on page 13.
Accelerate our build-out in our key US market, especially where we see significant untapped opportunity such as in retail media and B2B demand generation.
Continue development of our proprietary AI technology, including a new 'operating system' product that is already in pilot with some of our brands.
Consider whether targeted divestments could free capital that could be reinvested in our highest-growth opportunities.

‌Our strategy continued

Use the power of Next 15

Our priorities

We will use our shared insight, scale and capabilities to better serve customers without losing our Group's entrepreneurial spirit or deep specialist expertise. We invest in

AI-driven capabilities, tech, data and products that our businesses can share.

Progress in FY25

Next 15 Labs has developed a range of IP and prototype products for our brands.
Accelerated AI-powered product and automation development efforts with shared code and ideation across our brands.
Started development of a new AI-powered tool that will act as the 'operating system' of our brands in the future, focusing their experience, expertise and methodologies on client problems.
Priorities for FY26
Continue to review opportunities to simplify our portfolio and leverage scale, innovation and product development more widely.
Continue to exploit the intellectual property being developed by Next 15 Labs for the benefit of all our brands.
Acquire and generate new data sources to power our brands' products.
Bring additional automation to bear on our back-office services to reduce overheads and better serve our brands.

‌Focus on doing better

Our priorities
Being values-aligned across the business continues to be important to us. Continuing to strengthen our ethical values ensures we are increasingly consistent in our approach to both how we operate and the work we produce, which includes asking ourselves the right questions when it comes to establishing new clients or partners.
Progress in FY25
- Deepened our understanding of our emissions through collaboration within the business including with our brands using our science-aligned approach.
- Established our approach to capturing critical data points with Working Group collaborations across both media and production-related emissions.
- Worked collectively with Head Office and brands in progressing towards more accurate supplier related emissions reporting through improved internal data capture.
- Continued to strengthen our foundations and values alignment through further refinement of our Next 15 Framework, including our Client Ethics Policy and launching our Sexual Harassment Policy and Anti-bias Training.
  Priorities for FY26
Progress emissions measurement and reporting through further refinement of data and data collection processes in line with our science-aligned approach.
Leverage our existing supplier engagement programme which focuses on risk in areas including ESG, to further deepen our understanding of our Scope 3 emissions.
Continue maturity of media and production-related emissions Working Groups, establishing best practice for capturing critical data in collaboration with wider industry.
Further strengthen foundations and values alignment through improved awareness and stronger engagement with Next 15 Framework of policies, including Client Ethics Policy and Environment Policy.
Ensure Next 15 is aligned and future facing in context of changes to the sustainability reporting landscape.
Revisit Next 15 Materiality Assessment to ensure it is still relevant and aligns with our Group trajectory.
‌Our strategy continued

Celebrate and develop our people

Our priorities
We are a group of businesses built by the talent of our people. We use our growth consultancy model internally to attract, develop and retain the best staff. When we acquire new businesses we trust entrepreneurial talent to drive their own businesses and consult with us, and provide them with the freedom to innovate whilst maintaining strong governance.
Progress in FY25
Our managers' hub content grew to include training around new topics such as AI.
Introduced a management apprenticeship focused around the skills and behaviours needed to progress with the Group environment.
Developed bespoke AI training content in conjunction with our AI Labs team for all brands.
Implemented structured action plan toolkits for our Equity, Diversity and Inclusion ('EDI') maturity model.
Introduced cross-Group employee resource community for neurodiversity called NeuroMinds.
Priorities for FY26
Continue to build out cross-Group Employee Resource Groups through our EDI Council.
Up-level the employee value proposition for all brands to ensure benefits reflect the needs of our people.
Continue to refine our data sources to enable better predictability, as well as deeper insight into our people across the Group.
Strive to achieve high levels of psychological safety in our brands, improving all working environments.

‌Strategic report Corporate governance Financial statements Other information

Case study: Designing a new type of company

SIMPLIFYING AND INNOVATING THROUGH COLLABORATION.

Transforming our B2B offer

A better agency

A new category of marketing business

Why change and why now?

All four of our UK-based B2B tech marketing agencies in the UK have seen challenging trading conditions over the last 18 months.

The process of buying tech has got more complicated. Traditional funnel-based marketing approaches are increasingly less effective.

However, adversity can also present opportunity…

We estimate that enterprise tech marketing alone is worth $30b p.a. globally, growing around 8-9% p.a.

Of that, approximately 50% is spent in the US, 10% in the UK and 40% RoW. It's predicted to grow faster than other categories.

At Next 15, we're building a new business that will capitalise on this disruptive moment to deliver innovation to B2B marketing.

Estimated value of the enterprise tech marketing sector

$30b p.a.

Estimated annual growth rate

8-9% p.a.

"We've been concept testing the new business with clients for several months and received

great feedback."

What will the new business offer?

We are not building another agency. This will be a tech-led platform business that combines the latest marketing thinking, innovative product design, proprietary data

and new developments from Next 15's AI labs.

The new business's tech platform and proprietary data will create stickier, high-margin client engagements based on value rather than time. Clients will utilise a platform that optimises their marketing in real-time and for execution (creative content, media buying etc.) that the business

will make a strong margin on.

What comes next?

We believe the new business will define a new category for B2B marketing acceleration and become a world-class player that offers superior ROI to clients vs. competitors.

We're aiming for external launch in September under a new brand name while the existing four B2B brands will be retired over time.

Estimated enterprise tech marketing share by region

USA 50%
RoW 40%

UK 10%

Next 15 Group plc | Annual Report 2025 13

‌Key performance indicators

HOW WE MEASURE OUR PERFORMANCE.

Our key performance indicators ('KPIs') represent the most important metrics we,

as a management team, use to evaluate and compare the performance of Next 15 brands, and of the Group as whole.

FY25 saw the loss of a major client and continued tough trading in our key technology and public sector markets. However, effective cost management has ensured that our margins have largely been maintained, reflecting a resilient performance in an uncertain and unpredictable macroenvironment. Staff retention remained consistent in what continued to be a challenging market for talent.

Financial KPIs

Adjusted operating profit margin♦

25 18.9%	(4.0)% 25
24 21.0%	24	0.3%
23 20.2%	23		20.7%

18.9%

Adjusted operating margin is

a key measure of the health of our business that balances our drive to be efficient with the need to continually reinvest in our brands to grow and evolve their offer.

Performance

Margin decreased to 18.9% as result of investment in the expansion of SMG into the US and weak revenue at our more highly operationally geared Tech businesses.

Organic net revenue (decline)/growth♦

(4.0)%

As a growth consultancy, organic growth is exceptionally important because it shows that our brands are offering what customers want, and are focused on the activities that will allow them to outperform.

Performance

The Group saw an organic decline in net revenue as a result of the uncertain and unpredictable macroenvironment, as well as the loss of Mach49's significant contract.

Alternative performance measures. Measures with this symbol are defined in the Glossary section on page 188.

‌Non-financial KPIs

Number of clients spending over £2.5m

Number of £2.5m revenue clients working with more than one brand

Staff retention

69.1%

25 35 25 21 25 69.1%

24 37

23 38

24 24

23 25

24 77.0%

23 77.0%

Average client spend is a good proxy for the depth and importance of our client relationships as it takes time and consistent delivery to grow a relationship to the £2.5m+ level and beyond.

Performance

In FY25 we saw a small reduction in this group which we believe represents a good performance in a challenging market.

As we grow our growth consultancy model, the number of customer relationships that are serviced by more than one of our brands is becoming more important.

Performance

Multibrand relationships saw

a modest decline in FY25 as tech clients continue their cautious approach. This also reflects the growth of large clients working exclusively with one brand which gives us further opportunity for expansion in the future.

We are a people-first business

and our ability to attract and retain key talent is paramount.

Performance

In FY25, there was a reduction in the overall headcount by approximately 10% due to ongoing economic instability. This reduction had a slight impact on staff retention. Nonetheless, our commitment to prioritising people remains unwavering, as evidenced

by our recent eNPS survey, where employees highlighted their teams as a key factor in their willingness to recommend their Brand.

‌Financial review

RESILIENT PERFORMANCE IN AN UNCERTAIN

AND UNPREDICTABLE MACROENVIRONMENT.

Peter Harris

Chief Financial Officer

Review of trading performance

In FY25 the Group delivered a resilient performance in an uncertain and unpredictable macroenvironment.

The loss of Mach49's significant contract was announced in September 2024 and reduced Group revenues by approximately £7m in the year and will reduce revenues by £75.9m in the year to 31 January 2026. The tech sector continued to be challenging, whilst our government revenues in the UK were impacted by political instability when an early general election was called in July 2024. Our brands reacted to the weaker than expected revenue performance by undertaking significant cost reduction exercises at a one-off cost of £17.0m. This resulted in a total headcount impact of over 500 roles which equates to over 10% of our global headcount at an annualised saving of approximately £45m, of which £16m relates to employees previously engaged within Mach49.

Of the remaining £29m, approximately £9m has been realised in the year.

The Group saw a decline in its net revenues of 1.4% with organic net revenue decline of 4.0%.

The Group delivered an adjusted operating profit of £107.4m at a margin of 18.9%, compared to 21.0% in the prior year due to investment in the expansion of SMG into the US and weak revenue at our more highly operationally geared Tech businesses.

The Group acquired two small businesses for its UK-based communications business, MHP Group,

which performed strongly in the year. The acquisitions were made to build out its range of products and services in the tech and content areas.

Our Customer Delivery segment delivered organic revenue growth largely due to a stellar performance from SMG, our retail media business, whilst our Engage, Data and Insights and Business Transformation segments experienced organic revenue declines, mostly due to softness in the tech sector.

See also:

Audit and Risk Committee Report

p75

Financial statements

	Year to 31 January 2025 £m	Year to 31 January 2024 £m	Decline %
Adjusted results♦
Net revenue	569.7	577.8	(1.4)%
Adjusted operating profit	107.4	121.1	(11.3)%
Adjusted operating profit margin	18.9%	21.0%
Adjusted profit before income tax	101.4	117.9	(14.0)%
Adjusted diluted earnings per share	69.3p	81.6p	(15.1)%
Statutory results
Revenue	729.8	734.7	(0.7)%
Operating profit	56.6	77.1	(26.6)%
Profit before income tax	62.5	80.3	(22.2)%
Net cash generated from operations	96.1	105.0	(8.5)%
Diluted earnings per share	37.9p	50.3p	(24.7)%

p102

‌Review of trading performance continued

The Group's strategy is to acquire and then enhance entrepreneurially led businesses, where management teams are incentivised to deliver growth over the medium term. This often results in the Group acquiring companies in the early stages

of their development where their future performance is uncertain, leading to significant changes in the estimates used for future earn-out payments.

We continue to examine the impact of these material changes in estimates on the statutory results and have an additional glossary to the Annual Report

to separately show the alternative performance measures used. The Glossary section set out at the end of the Annual Report and Accounts provides reconciliations between the statutory and the adjusted results in order to help the readers of the accounts to interpret the results.

Reconciliation of statutory operating profit to adjusted operating profit

	Year to 31 January 2025 £m	Year to 31 January 2024 £m
Statutory operating profit	56.6	77.1
Interest on lease liabilities	(0.9)	(1.1)
One-off charges for employee incentive schemes	0.2	6.6
Employment-related acquisition payments	9.5	10.0
Deal costs	0.6	0.7
Costs associated with operational restructuring	17.0	5.2
RCF fees write-off	-	0.6
Property impairment	0.6	-
Intangible write-off	1.4	-
Goodwill impairment	3.0	-
Amortisation of acquired intangibles	19.4	22.0
Adjusted operating profit	107.4	121.1

In order to assist shareholders' understanding

of the performance of the business, the following commentary is focused on the adjusted performance for the 12 months to 31 January 2025,

compared with the 12 months to 31 January 2024, in particular the net revenue performance, adjusted operating profit and adjusted diluted earnings

per share.

The Directors consider these adjusted measures better reflect the trading performance of the business as well as aligning with how shareholders value the business. They also give shareholders more information to allow for understandable

like-for-like, year-on-year comparisons and more closely correlate with the cash and working capital position of the Group. The Group also presents net

revenue which is calculated as statutory revenue less direct costs as shown on the Consolidated Income Statement and is more closely aligned to the fees the Group earns for its products

and services.

In line with industry peers, the adjusted profit measures take account of items which are not related to underlying trading in the year including acquisition accounting related-costs, brand equity incentive schemes, costs associated with restructuring and certain other items. In order to provide comparability with industry peers, amortisation of acquired intangibles is also adjusted for.

Adjusted operating profit decreased by 11.3% to

£107.4m (2024: £121.1m) and we made a statutory profit before tax of £62.5m (2024: £80.3m).

When comparing to the adjusted operating profit, the lower statutory profit before tax was mostly due to acquisition-related accounting, including the amortisation of acquired intangibles, offset

by the reduction in the expected Mach49 earn-out payment. The statutory operating profit reduced

by 26.6% to £56.6m (2024: £77.1m). Diluted earnings per share reduced to 37.9p (2024: 50.3p), principally reflecting higher net finance charges in the year and lower operating profit as a result of significant restructuring costs.

‌Financial review continued

Review of trading performance continued

At each balance sheet date we are required to estimate the value of future earn-out payments for all of our acquired businesses. The Mach49 estimate is the largest and most judgemental of these calculations. As at 31 January 2024, we estimated the total value payable under the

earn-out to be US $250m on an undiscounted basis, but noted at the time this was an area of significant judgement. When reflecting the historic trading performance, we have reduced the estimate of the total earn-out to US $219m, a reduction of US $31m year on year with US $91m of the earn-out remaining to be paid as at 31 January 2025. Accordingly, in the year this resulted in a £22.6m credit to the profit and loss, reflecting the reduction in the remaining earn-out liability on a discounted basis. This change in estimate has been included as a credit to the profit and loss account within net finance income/expense.

Review of adjusted results to 31 January 2025

Taxation

The adjusted effective tax rate on the Group's adjusted profit for the year to 31 January 2025 was 27.4% (2024: 26.3%), compared to the UK enacted

statutory rate of 25% (2024: 24%), refer to note 8. The adjusted effective tax rate was higher than the rate achieved in the prior year largely due to the impact of the higher rates of taxation related to overseas profits as well as the increase in the UK enacted statutory rate. We expect the tax rate for the period ending 31 January 2026 to drop to 26%. This projected rate drop is mainly driven by expectation that withholding taxes suffered by the

Group will be significantly less due to the loss of the significant Mach49 client.

We anticipate that overseas international tax pressures will continue to have an adverse impact on the Group's adjusted effective tax rate over the

Net revenue bridge (£m)

coming years. The impact of differing overseas tax rates and withholding taxes is captured in note 8.

We inherited a complicated corporate structure with the acquisition of Engine in 2022 and we continue to progress an outstanding tax enquiry, which we believe we have adequately provided for. The Board takes a low-risk attitude to tax compliance and endeavours to pay the appropriate level of tax in

all markets the Group operates in.

Earnings

Adjusted diluted earnings per share has reduced by 15.1% to 69.3p for the year to 31 January 2025, compared with 81.6p achieved in the prior year, as a result of the reduced profitability on an adjusted basis.

Group profit and loss account

As shown in the previous table, we incurred £0.2m of one-off charges for employee incentive schemes relating to new growth shares for MHP, and £9.5m in

relation to employment-related acquisition payments. We incurred £0.6m of deal costs in relation to business combinations and acquisitions made during the year. We also incurred £1.4m intangibles write-off, £0.6m property impairment and £3.0m goodwill impairment. Amortisation of acquired intangibles was £19.4m in the year. We also incurred £17.0m of operating restructuring costs as we reacted to the reduction in demand for our services at a number of our agencies. All of the above resulted in an adjusting operating profit of £107.4m.

600

550

500

450

400

350

300

250

200

577.8

(22.9)

(4.0)%

+22.0

+3.8%

(7.2)

(1.2)%

569.7

(1.4)%

Year to

31 January 2024

Organic decline

Acquisitions

Foreign exchange Year to

31 January 2025

‌Segmental review

In order to assist shareholders' understanding of the key growth drivers of the Group, we have included an analysis of the results by the operational segments we used to monitor the performance of the business for the year ended 31 January 2025.

The four operational segments were Customer Insight, Customer Engagement, Customer Delivery and Business Transformation.

Customer Engagement

This segment includes M Booth, M Booth Health, Outcast, Archetype, Nectar, Brandwidth, MHP and House 337. M Booth, M Booth Health, MHP and Brandwidth delivered organic growth in the tough macroenvironment whilst our more tech and project-based agencies showed revenue declines for the year. The segment's net revenue declined 0.4% to

£262.0m, with an organic revenue decline of 2.4%, and delivered an adjusted operating profit of £53.9m at an improved adjusted operating margin of 20.6%.

Customer Delivery

Group, Twogether and SMG agencies. This segment is	Year ended 31 January 2024
focused on solving short-term revenue challenges	Net revenue	263,120	107,653	57,476	149,590	-	577,839
for its clients usually through digital products,	Organic net revenue (decline)/growth	(6.3)%	5.1%	4.3%	8.7%	-	0.3%
which makes it easier to determine their return	Adjusted operating profit/(loss)	53,178	29,117	10,358	48,253	(19,825)	121,081

This segment includes our Activate, The Agent3

Our B2B tech-focused agencies had a tough year as their clients continued to delay spend due to the weak macroenvironment. The segment delivered net revenue growth of 1.8% to £109.6m with organic revenue growth of 2.7%. The adjusted operating profit decreased to £23.9m at a still very healthy adjusted operating profit margin of 21.8%, principally due to the investment by SMG in US expansion.

Year ended 31 January 2025
Net revenue♦	262,001	109,599	55,404	142,692	-	569,696
Organic net revenue (decline)/growth♦	(2.4)%	2.7%	(9.5)%	(9.3)%	-	(4.0)%
Adjusted operating profit/(loss)♦	53,854	23,857	7,009	40,045	(17,319)	107,446
Adjusted operating profit margin♦	20.6%	21.8%	12.7%	28.1%	-	18.9%

Customer	Customer	Customer	Business	Head
ngagement Delivery Insights Transformation Office Total
£'000 £'000 £'000			£'000	£'000	£'000

Customer Insight

This segment includes Savanta and Plinc. Savanta had a weaker year than expected and we made a leadership change and a significant restructuring as a result. Plinc grew its retail client base and continued to develop a suite of new products for its target market. Total net revenue for the segment reduced by 3.6% to £55.4m with an

organic decline of 9.5%, whilst the adjusted operating profit decreased by 32.3% to £7.0m at a reduced adjusted operating margin of 12.7%.

on investment. SMG had a stellar year winning significant new customers such as ASDA and Deliveroo in the UK and WHSmith Travel in the US and extended its contractual relationship with its largest customer Morrisons for a further four years.

Adjusted operating profit margin 20.2% 27.0% 18.0% 32.3% - 21.0%

Alternative performance measures. Measures with this symbol are defined in the Glossary section on page 188.

‌Financial review continued

Segmental review continued Business Transformation

This segment includes Mach49, The Blueshirt Group, Palladium and Transform. In September 2024 we announced the loss of the significant contract by Mach49, which reduced expected revenue by £7m in the year and will lead to a reduction in revenue of £75.9m in the year to January 2026. Transform had a weaker year due to the political instability and the early election in the UK. It secured a major contract win with the Department of Education, which should result in a

much improved performance in the year to January 2026. The Blueshirt Group and Palladium suffered revenue and profit declines due to weakness in the Tech IPO and PE advisory markets.

Overall, the segment delivered a net revenue decline of 4.6% to £142.7m with an organic revenue decline of 9.3%. The adjusted operating profit declined by 17.0% to £40.0m at an adjusted operating profit margin of 28.1%.

Geographical review

In the year to 31 January 2025, total US net revenues declined by 3.9% to £282.5m from

£294.1m, which included organic decline of 3.9%. We saw continued weakness from our B2B tech businesses, whilst our B2C agency M Booth and its sister agency M Booth Health improved their performances as the year progressed and confidence returned to their key customers.

Mach49 lost its biggest contract during the year, whilst The Blueshirt Group had a fall in revenues due to a dearth of Tech IPOs. All businesses reacted to the tougher trading conditions by managing cost bases tightly. The adjusted operating profit from our US businesses decreased by 17.0% to £75.7m compared with £91.1m in the previous 12 months

to 31 January 2024, at a still very healthy operating margin of 26.8% compared with 31.0% in the prior year.

The UK businesses delivered a mixed performance over the last 12 months, with net revenue increasing by 1.8% to £258.9m from £254.3m in the prior period. This growth was supported by two bolt-on acquisitions for MHP. Our UK businesses delivered an organic revenue decline of 4.1%. The adjusted

£'000

EMEA

£'000

Asia Pacific

£'000

Head Office

£'000

Total

£'000

operating profit decreased to £44.5m from £45.7m in the prior year with the adjusted operating margin decreasing to 17.2% from 18.0% in the prior year.

Year ended 31 January 2025
Net revenue♦	258,897	12,330	282,492	15,977	-	569,696
Organic net revenue (decline)/growth♦	(4.1)%	2.0%	(3.9)%	(6.6)%	-	(4.0)%
Adjusted operating profit/(loss)♦	44,526	2,641	75,686	1,912	(17,319)	107,446
Adjusted operating profit margin♦	17.2%	21.4%	26.8%	12.0%	-	18.9%

EMEA

The EMEA business continued to perform relatively well with net revenue reduced marginally to £12.3m (2024: £12.4m) and an adjusted operating profit of

Year ended 31 January 2024
Net revenue	254,281	12,399	294,054	17,105	-	577,839
Organic net revenue (decline)/growth	(0.4)%	6.1%	0.9%	(3.6)%	-	0.3%
Adjusted operating profit/(loss)	45,731	2,345	91,139	1,691	(19,825)	121,081
Adjusted operating profit margin	18.0%	18.9%	31.0%	9.9%	-	21.0%

£2.6m at an adjusted operating margin of 21.4%.

APAC

In the APAC region net revenue declined by 6.6% to £16.0m (2024: £17.1m). The operating profit increased to £1.9m at an operating margin of 12.0%.

Alternative performance measures. Measures with this symbol are defined in the Glossary section on page 188.

‌Cash flow

The net cash inflow from operating activities before changes in working capital for the year to 31 January 2025 decreased to £103.1m from £115.7m in the prior period reflecting the reduction in profit.

We had a net outflow from working capital of £7.0m due to the reduction in deferred income and bonus accruals across the Group. This resulted in our net cash generated from operations before tax being

£96.1m (2024: £105.0m). Income taxes paid reduced to £20.7m from £25.4m.

Dividends paid to Next 15 shareholders during the year were £15.5m (2024: £14.8m).

Net interest paid to the Group's banks increased to £6.0m (2024: £3.2m) as we settled acquisition-related payments and we were also impacted by central banks increasing interest rates to combat rising inflation.

	Year to 31 January 2025 £m	Year to 31 January 2024 £m
Net cash inflow from operating activities before changes in working capital	103.1	115.7
Changes in working capital	(7.0)	(10.7)
Net cash generated from operations	96.1	105.0
Income taxes paid	(20.7)	(25.4)
Investing activities	(12.3)	(17.9)
Dividend paid to shareholders	(15.5)	(14.8)
Net debt	(38.4)	(1.4)

Cash flow KPIs

The Group spent £5.3m from a previously announced share buyback programme during the year. In total, we spent £9.8m buying back 1,211,111 shares which have been cancelled. Currently, no further share buyback is planned.

Balance sheet

The Group's balance sheet remains strong, with a modest net debt position as at 31 January 2025 of

£38.4m (2024: £1.4m) and net assets of £181.2m (2024: £156.2m).

Contingent consideration saw a significant decrease to £72.7m as at 31 January 2025. Primarily, due to settlements of £62.0m during the year and a £29.7m change in estimate, primarily driven by the revised assumptions for the latest trading performance for the Mach49 business.

Treasury and funding

Post the year end, the Group strengthened its banking facilities by agreeing to access an additional £25m of the accordion which is a

component of the revolving credit facility ('RCF') with a consortium of HSBC, Bank of Ireland, NatWest Bank, Citibank and CIC. This takes the Group's committed facilities to £175m. The facility is available until December 2027 with an option to extend for a further year. The facility is primarily used for acquisitions and is due to be repaid from the trading cash flows of the Group. The facility is

available in a combination of sterling, US dollar and euro at an interest margin dependent upon the level of gearing in the business. The Group also has a US facility of US$7.0m (2024: US$7.0m) which is available for property rental guarantees and

US-based working capital needs.

As part of the facility agreement, Next 15 has to comply with a number of covenants, including maintaining the multiple of net debt after deferred consideration to adjusted EBITDA below 2.5x.

Next 15 has ensured that it has complied with all of its covenant obligations with significant headroom.

Peter Harris

Chief Financial Officer

14 April 2025

‌Stakeholder engagement

HOW WE ENGAGE

WITH OUR STAKEHOLDERS.

The Board's decisions are guided by a desire to achieve long-term

sustainable performance and growth for the benefit of its stakeholders. It is

acknowledged that engagement with all key stakeholders is essential in order to run a successful business.

Different stakeholders require different engagement, but we take time to engage with, and listen, to all stakeholders and take into account their views in our decision-making process. We set out below the various stakeholder groups and how we engage with them.

Employees

We are a people-first organisation and our belief is that our people are fundamental to us achieving our goals and ambitions. At the Group level, we support all of the brands and we work to guide and counsel them in the best possible way, always focused on ensuring they aspire to benchmarks that are better than their competitors when it comes to their people. With five generations in the workforce, we ensure that we are always adapting, sharing best practise and developing processes and policies that are progressive, unbiased and inclusive.

How we engage at Board level

Paul Butler continues to be the Non-Executive Director responsible for workforce engagement. We held listening sessions in person in New York and London during FY25, along with a number of online discussions around the internal and external forces impacting our workforce.
Relevant people data, including the employee net promoter score ('eNPS'), demographic data, average salary data, and outturns of the maturity model scorecard, is shared with
the Board.
The Board is kept up to date on succession planning of the Group's senior management team, as well as having regular updates on the employee base.
How we engage across Next 15
Regular employee net promoter score surveys are carried out with results forming a component of Executive Director bonus.
With the majority of UK businesses and US brands now sharing office space with Next 15 in London, New York and San Francisco, this allows much more cross-brand interaction and allows Next 15 to have more face-to-face time with the brands.
Our global green team, Green 15, held events in various offices, such as sustainable fashion swap shop and healthy food sampling for all staff to attend.
'The Framework' (a set of policies and guidance for the brands) continues to be improved to give the brands' guidance on what is managed centrally and what is managed within the brands. More online training videos and quizzes have been added to the platform, and a new induction programme for new staff is being rolled out.
Our confidential third-party whistleblowing platform is available to all employees globally. This aims to embed an open culture where employees feel able to raise concerns.
Using cross-Group messaging platforms such as Slack to keep staff informed and allow easy access to management.
As a global business, the global people strategy is complemented by local strategies and in-brand strategies that are specific to a region of a brand. These may relate to employee wellbeing, talent attraction and training and development. Whilst our brands are all part of the Next 15 Group, they equally have their own identity and culture that are important to recognise and develop.
See also:
Our strategy
p9
Corporate governance
p64
‌Customers

Focusing on meeting the needs of our clients is critical to the success of each of our businesses. We work with some of the world's
best-known brands as well as smaller start-ups and government departments. We acknowledge that there is no 'one size fits all' approach to engaging with customers. We aim to partner with our clients to ensure we understand how best to serve client needs based on what they tell us.
How we engage at Board level
- Executive Directors, in particular our CEO, regularly meet with clients to understand their challenges and growth priorities.
- The Board receives regular updates from management regarding the brands' performance, including major new client wins.
- We encourage our Non-Executive Directors to share their experience of working with clients in their other roles and seek collaboration with client teams where they can add value to client relationships.
  How we engage across Next 15
- We have a standard client onboarding process to ensure we understand our clients and they understand us better.
- Regular client satisfaction surveys are carried out to ensure we continue to meet client needs.
- Giving brands access to the Ethics Group as detailed in the ESG Report on page 38 to ensure clients fit with our strategy and values.
- Sharing new client wins and industry awards and events across all brands encourages employees from all parts of the business to understand our key clients and how we support them.
  Investors"Focusing on meeting
  
  the needs of our customers is crucial to the success of
  our businesses."
  The Board continues to recognise the critical importance of open dialogue, transparency and fair consideration of the Company's shareholders. Executive Directors engage with shareholders regularly throughout the year to discuss the Group's performance and ensure they are appraised on our strategic plans and financial results.
  How we engage at Board level
The Chair, CEO and CFO regularly meet with major shareholders following interim and full-year results announcements, and are available at other times if requested.
Direct consultation takes place for relevant decisions such as ESG Strategic Priorities and key remuneration matters.
Capital markets days are held from time to time, with presentations from the Group's Executive Directors as well as senior management from the brands.
The Directors attend the Annual General Meeting ('AGM'), which is an opportunity for all shareholders to meet the Board and discuss the Annual Report and Accounts and the work of the Board Committees.
How we engage across Next 15
Our Annual Report and Accounts is prepared each year to give shareholders details on the Company's strategy,
the performance of the Group and the operation of the Board.
We maintain an up-to-date website to provide key Company information and publications, as well as additional resources and links to all of our brands.
Key shareholders are encouraged to meet members of the senior management team at regular capital markets day events or at other times upon request.
‌Stakeholder engagement continued
Suppliers

We have many suppliers across the Group and the nature of our business means that we are not dependent on any one of them. We aim to work with partners that match our aims and values.
We want to ensure that our suppliers are engaged on suitable terms and meet the expectations of the Group.
How we engage at Board level
The Board receives updates on supplier and partner relations, and the matters reserved for the Board ensure that major new and renewing supplier contracts are referred to the Board
for approval.
How we engage across Next 15
A standard supplier onboarding process has been rolled out across all brands to help minimise risk and ensure suppliers meet our ethical standards and values.
We use formal contracts with suppliers to ensure they are engaged on appropriate terms.
For major new suppliers, a member of our senior management team will act as a sponsor to oversee the selection, negotiation and onboarding process.
Our brands "We want to

ensure that Next 15 maintains the personal connection
with its brands."
The Group has many different brands and we want to ensure that Next 15 maintains the personal connection with our brands that has been key to our success. It is also crucial for all our leaders to have an opportunity to get to know the Board and, where appropriate, our shareholders as part of their career progression and
personal development.
How we engage at Board level
Monthly meetings for all Group CEOs with the Executive Directors.
Regular 1:1 meetings with Next 15 Executive Directors.
Annual strategy sessions with the Next 15 Board.
Key management from our brands periodically attend Board meetings of Next 15 to present their budget and strategy.
How we engage across Next 15
Next 15 facilitates and encourages regular meetings across multiple Group functions to address matters such as talent management, business disruption, AI, data privacy, EDI, cyber security and financial controls.
‌Section 172(1) statement
Under S172(1) of the Companies Act 2006 ('S172'), the Directors of the Company are obligated to act in the way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole (its stakeholders including shareholders). In doing so, the Directors must have regard (among other matters) to:
1. the likely consequences of any decision in the long term;
2. the interests of the Company's employees;
3. the need to foster the Company's business relationships with suppliers, customers and others;
4. the impact of the Company's operations on the community and the environment;
5. the desirability of the Company maintaining a reputation for high standards of business conduct; and
6. the need to act fairly between shareholders of the Company.
See also:
The duties of Directors also include a duty to identify and engage with stakeholder groups and ensure the interests of those groups are taken into account in decision-making. Next 15's governance framework is conducive to Board-level decisions being made with stakeholder interests, and the longer-term impact, in mind. The Directors are conscious of the continued evolution of the governance landscape, and the need to take into account the requirements of different stakeholder groups.
In order to ensure the needs of all stakeholders are considered, the Directors follow a thorough decision-making process:
- the Directors are provided with Board and Committee papers which provide the necessary information and state clearly what is required from the relevant Committee and/or the Board. The potential impact of various stakeholder groups will be included in such papers as is appropriate;
- the Directors discuss the papers, making sure there is sufficient information to ensure that actions are within strategy and will take into account section 172 matters. If there is not sufficient information, management will be actioned to provide further input;
- once the Board is satisfied that it has taken into account the section 172 matters, it will make a decision and any actions will be documented; and
- Board decisions are communicated to stakeholder groups as required.
  Engagement with our stakeholders is detailed on pages 22 to 24,
  as well as in the Corporate Governance Statement on pages 65 to 72.
  The principal long-term risks to the Group are set out on pages 52 to 61, together with the mitigating actions explained on those pages detailing how the Directors consider those risks and the resulting actions taken.
  Set out here are examples of how the Board considered certain matters and reached decisions, demonstrating how it had regard for section 172 when discharging its decisions during the year.
  Transactions through the year
  Matters discussed
  The Board discussed a number of potential acquisition targets as either stand-alone acquisitions or bolt-ons to existing brands as well as whether to make any targeted investments.
  Section 172 considerations
  (a) (b) (c) (e) (f)
  How the Board considered section 172
  For all potential acquisitions, the Board receives a rationale paper from management setting out the ways in which the target business adds value to Next 15 and how Next 15 can add value to the target business. It considers how it fits into the long-term strategy of the Company, whether it is earnings enhancing and the payback period. Any employee issues will be highlighted and considered.
  Following due diligence, which covers commercial, financial, employment, technology and data privacy, legal and ESG, a report is prepared for the Board to consider the findings and approve if the transaction should proceed.
  Decisions were made not to pursue certain acquisitions due to the outcome of due diligence, which identified that the target business would not fit with our values, culture, ESG standing or level of maturity or financially were not justified.
  Outcomes
- The Company has made a number of acquisitions that add capabilities and services to existing brands.
- The Company worked on its acquisition strategy to ensure that it targets those businesses which would add value to the Group and the wider stakeholders.
- Consideration given as to whether certain assets could be divested to free up capital.
  Stakeholder engagement
  p22
  Corporate governance
  p64
  ‌Section 172(1) statement continued
  Continued to develop its strategic plan
  Matters discussed
  The Board reviews the Group strategy and approves changes which drive the future of the business.
  Section 172 considerations
  (a) (b) (c) (d) (e) (f)
  How the Board considered section 172
  In discussing the strategy, the Board reviewed a number of papers and held a one-day strategy day. When considering the Group strategy, the Board takes into consideration all stakeholders. It looked at the likely consequences of any strategic plan for the long term
  and how this will impact investors, employees, clients and suppliers. It considered the role that Next 15 plays in supporting, guiding and managing the brands and how this impacts the employees in the
  brands, as well as customers and suppliers. The strategy aims to bring long-term growth to the Group for the benefit of its shareholders.
  The Board considered the impact of AI and how this may affect its brands, its employees and clients.
  Outcomes
- The Company continued to develop its strategy as set out in this Annual Report, taking into account all stakeholders.
- The Company took steps to bring together the capabilities of Archetype, Outcast and Nectar into a more co-ordinated and product-led business, and launched 'Marker Collective'.
- The Company approved the collaboration of its UK-based B2B tech marketing agencies as set out on page 13.

Appointment of a new Non-Executive Director

Matters discussed

The Nomination Committee and the Board regularly review the composition of the Board.

Section 172 considerations

(a) (b) (e)

How the Board considered section 172

Stakeholder engagement by the Chair indicated that the Company could benefit from additional skills in the areas of investment banking and mergers and acquisitions. Shareholders wanted comfort that

the Board had the right skills and experience as Next 15 continues to evolve. The Chair considered the strategic and governance requirements of the Company and took on board the feedback from shareholders. The Chair discussed this with the Nomination Committee and the wider Board, including Executive Directors.

An extensive search was carried out using an external search company to ensure that the new Director would have the relevant skills, as well as being able to be part of the Company's culture. The Directors had regard to the likely positive consequences of a new appointment on the Group's long-term success, given the skills and experience that a new Non-Executive Director could bring.

Outcome

Mark Astaire was appointed to the Board with effect from

1 February 2025. Mark has 35 years of investment banking experience and brings great new skills to the Board to help the Company continue to evolve. Mark's biography is set out on page 63. After the year-end, further changes to the composition of the Board have been made as set out on page 67.

‌Strategic report Corporate governance Financial statements Other information

ESG report

COLLABORATING IS...

Next 15 Group plc | Annual Report 2025 27

Market Closed - London S.E. Other stock markets 11:35:20 2025-06-20 am EDT			5-day change	1st Jan Change
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May. 30	Next 15 Group plc Announces Board Changes	CI
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Peel Hunt raises Vp to 'buy'	Apr. 16	AN
Next 15 Group plc Appoints Samantha Wren as Senior Independent Non-Executive Director, Effective 1 June 2025	Apr. 15	CI
Goldman raises Next, RBC raises Rotork	Apr. 15	AN
Next 15 Group plc, 2025 Earnings Call, Apr 15, 2025	Apr. 15
Next 15 Group plc Reports Earnings Results for the Full Year Ended January 31, 2025	Apr. 15	CI
EXECUTIVE CHANGES: Woodbois bolsters board as tries to right ship	Mar. 26	AN
Next 15 Group Names New Finance Chief	Mar. 26	MT
Next 15 Group Says Peter Harris To Step Down From His Role As CFO	Mar. 26	RE
AIM WINNERS & LOSERS: Cora up as Mali moratorium "partially" lifted	Mar. 10	AN
Maintel shares falter after revenue falls in year of transition	Jan. 31	AN
Jefferies likes Volex; UBS raises Next	Jan. 31	AN
Next 15 "cautious" amid low profit predictions and CFO departure	Jan. 30	AN
Deutsche ups Rotork; Goldman likes Ceres Power	Jan. 30	AN
Next 15 Group CFO to Leave; Search for Successor Starts	Jan. 30	MT
Shore Capital Restarts Next 15 Group at Buy	24-09-19	MT
Stocks up as 50 basis point Fed cut looks likely	24-09-17	AN
AIM WINNERS & LOSERS: Warpaint paints confident picture; Next 15 down	24-09-17	AN
Next 15 Group plc, H1 2025 Earnings Call, Sep 17, 2024	24-09-17
Next 15 Group plc Reports Earnings Results for the Half Year Ended July 31, 2024	24-09-16	CI
Barclays cuts Burberry to 'underweight'	24-09-09	AN
Stocks decline as US nonfarms disappoint	24-09-06	AN
AIM WINNERS & LOSERS: CEPS "keen" to restart dividends on strong half	24-09-06	AN
Deutsche Bank cuts Dalata Hotel to 'hold'	24-09-06	AN

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