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Registration number: 04675702

Medicom Group Limited

Annual Report and Financial Statements

for the year ended 31 December 2025

Medicom Group Limited

Contents

Company Information

1

Strategic Report

2 to 3

Director's Report

4

Statement of Director's Responsibilities

5

Independent Auditor's Report

6 to 9

Profit and Loss Account

10

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14 to 28

Medicom Group Limited

Company Information

Director

A W Waeldin

Company secretary

A J Ross

Registered office

Havas House
Hermitage Court
Hermitage Lane
Maidstone
Kent
England
ME16 9NT

Auditors

Constantin
200 Aldersgate Street
London
EC1A 4HD

Medicom Group Limited

Strategic Report for the year ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025. The directors, in preparing this strategic report, have complied with s414C Companies Act 2006.

Principal activity

The principal activity of the company is marketing communications for the healthcare sector.

Fair review of the business

The company has continued to develop its relationships with existing customers whilst securing business from new clients. This has been achieved by enabling our existing customers to utilise their marketing spend from traditional forms of communications at conferences, across a range of different digital platforms to achieve the same end results.

The company had a hybrid "Connected Working" model during the year and a flexible working policy. The company recognises the importance of retaining and recruiting talent by reviewing working practices regularly.

At the end of the 2025 financial year, the directors consider the company to be in a strong position from both a financial and operational perspective.

Key performance indicators

To provide value for our shareholders, the directors consider that turnover, gross profit and operating profit are the key performance indicators (KPIs) that show a good measure of the company’s performance and financial strength.

Turnover was £15,565,000 in 2025, an decrease of £1,533,000 or 9% on the turnover in the previous year.

Gross profit was £13,083,000 in 2025, a decrease of £776,000 or 6% on the gross profit in the previous year.

Operating profit was £2,580,000 in 2025, a decrease of £213,000 or 8% on the operating profit in the previous year.

Non financial key performance indicators

Average headcount decreased from 135 to 111.

Future developments

The directors' main objectives are to maintain and increase the company's turnover and profitability by growing the company's client base, operational excellence and cost control, and through greater collaboration between the company and its partner agencies across the Havas group.

Medicom Group Limited

Strategic Report for the year ended 31 December 2025

Principal risks and uncertainties

The management of the business and the execution of the company’s strategy are subject to a number of risks. The directors consider the principal risk of the company to be the market risk. Credit risk : The company’s credit risk is primarily attributable to its trade debtors. The amount presented in the balance sheet is net of allowances for doubtful receivables. The company manages this risk by continually monitoring the status of its debtors and client list. Credit checks are made and appropriate credit insurance may be taken out in respect of specific customers, or payment terms are altered where no insurance can be obtained. Currency risk : The company’s reporting currency is GBP but it transacts in other currencies including the US Dollar and Euro. The company’s revenues, costs and operating profits may be affected by fluctuations in value between GBP and the other foreign currencies. The company maintains bank accounts denominated in its major trading currencies and wherever possible matches foreign currency income and expenses in order to minimise its foreign currency exposures. Cash flow & liquidity risk : The company monitors its working capital and available cash carefully. The company ensures that it has sufficient funds available to settle its liabilities as they fall due. Market risk : The company operates in a highly competitive market which is a continuing risk to the company as existing clients could be lost to competitors. The company manages this risk by providing bespoke value-added services to its clients, and by building and maintaining strong relationships.

Approved and authorised by the director on 30 September 2026

.........................................
A W Waeldin
Director

Medicom Group Limited

Director's Report for the year ended 31 December 2025

The report and the financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends of £2,206,000 were paid during the period (2024 - £2,608,000). The directors do not recommend payment of a further dividend.

Directors of the company

The directors who held office during the year were as follows:

G W Hayburn (ceased 10 April 2026)

G B Liddell (ceased 31 May 2026)

The following director was appointed after the year end:

A W Waeldin (appointed 27 May 2026)

Energy and carbon report

The company is exempt from the requirement to produce an energy and carbon report by reason of its size.

Information included in the Strategic Report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to include in the company's strategic report certain information in respect of the company's principal activities, a review of the business, the company's principal risks and uncertainties, engagement with employees and fostering business relationships, which would otherwise be contained in the directors' report in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7.

Future developments

The directors' main objectives are to maintain and increase the company's turnover and profitability by growing the company's client base, operational excellence and cost control, and through greater collaboration between the company and its partner agencies across the Havas group.

Reappointment of auditors

The auditor, Constantin, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Disclosure of information to the auditors

The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that of and of which the auditors are unaware.

Approved and authorised by the director on 30 September 2026

.........................................
A W Waeldin
Director

Medicom Group Limited

Statement of Director's Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

•

select suitable accounting policies and apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable to ensure that the financial statements comply with the Companies Act 2006. also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Medicom Group Limited

Independent Auditor's Report to the Members of Medicom Group Limited

Opinion

In our opinion the financial statements of Medicom Group Limited (the 'company'):

•

give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

•

the profit and loss account;

•

the statement of comprehensive income;

•

the balance sheet;

•

the statement of changes in equity; and

•

the related notes 1 to 25 which include the statement of accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Medicom Group Limited

Independent Auditor's Report to the Members of Medicom Group Limited

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

•

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act, pensions legislation and tax legislation; and

•

do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included the Advertising Standards Authority.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Medicom Group Limited

Independent Auditor's Report to the Members of Medicom Group Limited

We have pinpointed the risk of material misstatement due to fraud related to revenue recognition to the cut-off of revenue. The risk exists that the Company has not recorded revenue in the correct period for projects that are delivered around year-end. We have performed specific substantive procedures, focused on transactions close to year end to validate these are recognised in the correct period. This also included procedures on projects that have been (partially) completed, but not yet invoiced.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

•

enquiring of management, in-house legal counsel and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

•

reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

•

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•

the financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors' remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Medicom Group Limited

Independent Auditor's Report to the Members of Medicom Group Limited

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.




......................................
Peter Smith FCA (Senior Statutory Auditor)

For and on behalf of Constantin , Statutory Auditor

Chartered Accountants and Statutory Auditor
200 Aldersgate Street
London
EC1A 4HD

30 September 2026

Medicom Group Limited

Profit and Loss Account for the year ended 31 December 2025

Note

2025
£ 000

2024
£ 000

Turnover

3

15,565

17,098

Cost of sales

 

(2,482)

(3,239)

Gross profit

 

13,083

13,859

Administrative expenses

 

(10,503)

(11,066)

Operating profit

4

2,580

2,793

Other interest receivable and similar income

5

47

135

Interest payable and similar expenses

6

(12)

(15)

   

35

120

Profit before tax

 

2,615

2,913

Tax on profit

10

(661)

(728)

Profit for the financial year

 

1,954

2,185

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Medicom Group Limited

Statement of Comprehensive Income for the year ended 31 December 2025

2025
£ 000

2024
£ 000

Profit for the year

1,954

2,185

Total comprehensive income for the year

1,954

2,185

Medicom Group Limited

(Registration number: 04675702)
Balance Sheet as at 31 December 2025

Note

2025
£ 000

2024
£ 000

Fixed assets

 

Tangible assets

11

92

100

Current assets

 

Work in progress

12

283

95

Debtors

13

5,665

6,476

Cash and cash equivalents

 

223

-

 

6,171

6,571

Creditors: Amounts falling due within one year

15

(3,882)

(4,038)

Net current assets

 

2,289

2,533

Total assets less current liabilities

 

2,381

2,633

Provisions for liabilities

16

(327)

(327)

Net assets

 

2,054

2,306

Capital and reserves

 

Profit and loss reserves

2,054

2,306

Shareholders' funds

 

2,054

2,306

Approved and authorised by the director on 30 September 2026

.........................................
A W Waeldin
Director

Medicom Group Limited

Statement of Changes in Equity for the year ended 31 December 2025

Profit and loss reserves
£ 000

Total
£ 000

At 1 January 2025

2,306

2,306

Profit for the year

1,954

1,954

Dividends

(2,206)

(2,206)

At 31 December 2025

2,054

2,054

Profit and loss reserves
£ 000

Total
£ 000

At 1 January 2024

2,729

2,729

Profit for the year

2,185

2,185

Dividends

(2,608)

(2,608)

At 31 December 2024

2,306

2,306

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Havas House
Hermitage Court
Hermitage Lane
Maidstone
Kent
ME16 9NT
England

These financial statements were authorised for issue by the director on 30 September 2026.

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

Summary of disclosure exemptions

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements.

•

Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

•

Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

•

Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

•

Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

•

Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In accordance with FRS 102 paragraph 33.1A, transactions entered into by the company and other wholly owned members of the group are not disclosed within the notes to the financial statements.

Name of parent of group

These financial statements are consolidated in the financial statements of Havas N.V..

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

The financial statements of Havas N.V. may be obtained from Havas SA, 29-30, quai de Dion Bouton, 92800 Puteaux, France.

Going concern

The directors of Havas N.V., the ultimate parent company, have confirmed that they will support the company to enable it to meet its third party liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. The directors have assessed the ability and willingness of Havas N.V. to provide support and did not identify any issues. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors deem revenue recognition as being the primary area where judgement is applied. A consistent methodology is taken at an individual project level when determining the stage of completion and cost to complete.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Foreign currency transactions and balances

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Amortisation

Asset class

Amortisation method and rate

Software

33% straight line basis

Tangible assets

Tangible assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Depreciation method and rate for tangible assets

Asset class

Depreciation method and rate

Land and buildings Leasehold

Over the remaining life of the lease

Leasehold improvements

Over the remaining life of the lease

Fixtures, fittings & equipment

20% - 33% straight line balance basis

Computer equipment

33% straight line basis

Motor vehicles

25% straight line balance basis

The gain or loss arising on the disposal of an asset - the difference between the sale proceeds and the carrying value of the asset - is recognised in the profit and loss account.

Impairment of fixed assets

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, balances held under the group's cash pooling arrangement and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. The company has entered into zero balancing cash pooling arrangements under which balances are swept to zero by transfer to and from Havas UK Limited bank accounts. These balances are included in the company's cash and cash equivalents.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Work in progress

Work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3

Turnover

2025
£ 000

2024
£ 000

Turnover analysed by geographical market

United Kingdom

3,251

4,837

Europe

8,220

11,062

Rest of the World

1

7

North America

4,093

1,192

15,565

17,098

4

Operating profit

Arrived at after charging/(crediting)

2025
£ 000

2024
£ 000

Depreciation expense

60

62

Foreign exchange losses

125

-

Operating lease expense - property

431

432

Operating lease expense - plant and machinery

9

2

5

Other interest receivable and similar income

2025
£ 000

2024
£ 000

Interest income on bank deposits

47

135

6

Interest payable and similar expenses

2025
£ 000

2024
£ 000

Interest on bank overdrafts and borrowings

12

15

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£ 000

2024
£ 000

Wages and salaries

6,330

7,333

Social security costs

901

876

Pension costs, defined contribution scheme

527

556

Redundancy costs

602

232

8,360

8,997

The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:

2025
No.

2024
No.

Production

21

24

Administration and support

12

12

Other departments

78

99

111

135

8

Director's remuneration

The director's remuneration for the year was as follows:

2025
£ 000

2024
£ 000

Remuneration

240

238

Contributions paid to money purchase schemes

3

12

Director's amount under long term incentive schemes in respect of qualifying services

60

225

303

475

During the year the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

2024
No.

Received or were entitled to receive shares under long term incentive schemes

1

1

Accruing benefits under money purchase pension scheme

1

1

In respect of the highest paid director:

2025
£ 000

2024
£ 000

Remuneration

240

238

Benefits under long-term incentive schemes (excluding shares)

60

225

Company contributions to money purchase pension schemes

3

12

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

9

Auditors' remuneration

2025
£ 000

2024
£ 000

Audit of the financial statements

24

24


10

Taxation

Tax charged/(credited) in the profit and loss account

2025
£ 000

2024
£ 000

Current taxation

UK corporation tax

643

720

UK corporation tax adjustment to prior periods

(55)

19

588

739

Deferred taxation

Arising from origination and reversal of timing differences

73

(11)

Tax expense in the income statement

661

728

The rate of corporation tax for the period is 25% (2024 - 25%).

Deferred tax balances have been calculated using the tax rate of 25%, being the corporation tax rate enacted at the balance sheet date and expected to apply when the related timing differences reverse.

The actual tax charge for the year can be reconciled to the expected charge for the year as follows:

2025
£ 000

2024
£ 000

Profit before tax

2,615

2,913

Corporation tax at standard rate

654

728

Decrease in UK and foreign current tax from adjustment for prior periods

(55)

-

Deferred tax expense from unrecognised temporary difference from a prior period

62

-

Total tax charge

661

728

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

Deferred tax

The following are the deferred tax assets and liabilities recognised:

Deferred tax assets and liabilities

2025

Asset
£ 000

Liability
£ 000

Retirement benefit obligations

111

-

Share based payments

3

-

ACAs

12

-

126

-

2024

Asset
£ 000

Liability
£ 000

Retirement benefit obligations

6

-

Share based payments

6

-

ACAs

17

-

Short-term timing differences

170

-

199

-

2025
£ 000

2024
£ 000

Asset at 1 January

199

188

Credit / (Charge) to profit and loss

(73)

11

Assets at 31 December 2025

126

199

International Tax Reform – Pillar Two Model Rules

Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on a jurisdictional basis.

The Company is a wholly-owned subsidiary of Havas NV, which is incorporated in Netherlands and is the ultimate parent undertaking for the Group. The Group is within scope of the OECD Pillar Two model rules.

Pillar Two legislation received Royal Assent on 11 July 2023 in the United Kingdom and applies to accounting periods beginning on or after 31 December 2023. Pillar Two will apply to the Group from the accounting period ended 30 June 2025. As the Group’s effective tax rate in the UK is above 15%, the Company does not anticipate a potential exposure to Pillar Two top-up taxes.The Company has applied 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 Section 29 issued in July 2023.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

11

Tangible assets

Short leasehold land and buildings
£ 000

Fixtures and fittings
£ 000

Office equipment
£ 000

Total
£ 000

Cost or valuation

At 1 January 2025

308

314

467

1,089

Additions

-

-

51

51

Disposals

-

-

(134)

(134)

At 31 December 2025

308

314

384

1,006

Depreciation

At 1 January 2025

308

257

424

989

Charge for the year

-

23

36

59

Eliminated on disposal

-

-

(134)

(134)

At 31 December 2025

308

280

326

914

Carrying amount

At 31 December 2025

-

34

58

92

At 31 December 2024

-

57

43

100

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

12

Work in progress

2025
£ 000

2024
£ 000

Work in progress

283

95

13

Debtors

Current

Note

2025
£ 000

2024
£ 000

Trade debtors

 

3,431

4,628

Amounts owed by related parties

24

180

396

Other debtors

 

6

-

Prepayments

 

284

212

Accrued income

 

1,616

1,027

Deferred tax assets

10

126

199

Income tax asset

10

22

14

   

5,665

6,476

14

Cash and cash equivalents

2025
£ 000

2024
£ 000

Cash on hand

6

6

Cash at bank

36

(6)

Other cash and cash equivalents

181

-

223

-

Bank overdrafts

-

(425)

Cash and cash equivalents

223

(425)

15

Creditors

Note

2025
£ 000

2024
£ 000

Due within one year

 

Loans and borrowings

20

-

425

Trade creditors

 

85

122

Amounts due to related parties

24

692

581

Social security and other taxes

 

73

21

Outstanding defined contribution pension costs

 

-

6

Other payables

 

8

9

Accruals

 

1,473

1,603

Deferred income

 

1,551

1,271

 

3,882

4,038

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

16

Provisions for liabilities

Property provision
£ 000

Total
£ 000

At 1 January 2025

327

327

At 31 December 2025

327

327

17

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £527,070 (2024 - £555,550).

Contributions totalling £Nil (2024 - £5,696) were payable to the scheme at the end of the year and are included in creditors.

The assets of the scheme are held separately from those of the company in an independently administered fund.

18

Share capital

Allotted, called up and fully paid shares

2025

2024

No.

£ 000

No.

£ 000

A ordinary shares of £1 each

990

1

990

1

B ordinary shares of £1 each

10

-

10

-

1,000

1

1,000

1

The 'B' ordinary shares rank pari passu in every respect with the ordinary 'A' shares except that the holders of 'B' ordinary shares do not have the right to receive notice of, or to attend and vote at meetings of the company.

19

Profit and loss reserves

2025
£ 000

2024
£ 000

At the beginning of the year

2,306

2,729

Profit for the year

1,954

2,185

Dividends declared and paid in the year

(2,206)

(2,608)

At the end of the year

2,054

2,306

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

20

Loans and borrowings

Current loans and borrowings

2025
£ 000

2024
£ 000

Bank overdrafts

-

425

21

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

2025
£ 000

2024
£ 000

Not later than one year

444

440

Later than one year and not later than five years

1,756

955

2,200

1,395

The amount of non-cancellable operating lease payments recognised as an expense during the year was £440,000 (2024 - £440,000).

22

Dividends

Final dividends paid

2025
£ 000

2024
£ 000

Final dividend of 2,206.00 (2024 - 2,608.00) per each Ordinary shares

2,206

2,608

   

23

Commitments

Other financial commitments

The company and certain group undertakings participate in the Havas UK Limited group banking facility. In connection therewith, each of the members of the group have given unlimited cross guarantees. The directors do not expect any loss to the company to arise in respect of the foregoing guarantees.

The total amount of other financial commitments not provided in the financial statements was £Nil (2024 - £Nil).

24

Related party transactions

The company has applied the exemption in section 33.1A in relation to the group cash pooling transactions and balances and other amounts.

Medicom Group Limited

Notes to the Financial Statements for the year ended 31 December 2025

25

Parent and ultimate parent undertaking

The company's immediate parent is Marcomms Group Limited, incorporated in England & Wales.

The ultimate parent and controlling party is Havas N.V., incorporated in Netherlands.

The smallest and largest group in which these financial statements are consolidated is Havas N.V., incorporated in the Netherlands.

The address of Havas N.V. is:
29-30, quai de Dion Boutton, 92800 Puteaux, France.