NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 

1.         GENERAL INFORMATION

 

Digitalbox Plc is a public limited company incorporated and domiciled in the United Kingdom. The address of the registered office is Jubilee House, 92 Lincoln Road, Peterborough, England, PE1 2SN. The Company is listed on AIM of the London Stock Exchange.

 

The principal activity of the Group and of the Company are disclosed in the Directors' Report.

 

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.

 

2.         STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE CURRENT  FINANCIAL  YEAR ENDED 31 DECEMBER 2025

 

The following IFRS standards, amendments or interpretations became effective during the year ended 31 December 2025 but have not had a material effect on this Consolidated Financial Information:

 

Standard

Amendments to IAS 21: Lack of Exchangeability

                                                                                                                                                      

All new standards and amendments to standards and interpretations effective for annual periods beginning on or after 1 January 2025 that are applicable to the Group have been applied in preparing these Consolidated Financial Statements.

 

3.           NEW AND REVISED IFRS STANDARDS IN ISSUE

 

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Consolidated Financial Statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

 

Standard	Effective date
IFRS 18: Presentation and Disclosure in Financial Statements	1 January 2027

 

The Directors are continuing to assess the potential impact that the adoption of the standards listed above will have on the Consolidated Financial Statements for the year ended 31 December 2025.

 

4.         ACCOUNTING POLICIES

 

Principal accounting policies

The Group is a public Group incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs. The financial statements are presented to the nearest round thousand (£'000) except where otherwise indicated.

 

Basis of Consolidation

The Group comprises the parent company and its subsidiaries, as detailed in note III to the company financial statements. All of these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

 

Going concern

The Group generated a loss during the year of £146k (2024: loss of £66k), the Group had closing net assets of £7,352k (2024: £7,422k), net current assets of £2,534k (2024: £ 2,544k) and cash at bank and in hand of £1,820k (2024: £2,109k). The Group generated net cash from operating activities of £22k during the year (2024: £642k).

 

The Group has remained cash generative before investing activities despite the additional new product development during the last year and the prior year and also taking into account future prospects and current cash balances (that is held to support the Group's acquisitive strategy), at the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

 

In considering going concern, the Directors consider the current financial position and performance of the business, as well as reviewing financial information for a period of at least 12 months from the date of approval of the financial statements.  Given the strong and liquid balance sheet position, the proven ability of the Group to generate operating cash in a challenging market, increasing underlying profitability before new product development and successful bolt on acquisitions in the current and prior periods, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The going concern basis of accounting has therefore been adopted in preparing the financial statements.

 

Business combinations and goodwill

Acquisitions of subsidiaries and business are accounted for using the acquisition method. On acquisition of a subsidiary, the Directors determine whether substantially all of the fair value is concentrated into a single asset or group of assets. When applicable, the Directors elect to apply the optional concentration test and recognise the acquisition as an asset acquisition, rather than a business combination. The assets and liabilities and contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs are recognised in the income statement as incurred.

 

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

 

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

 

The Group monitors the performance obligations in accordance with IFRS 15 considering that the performance obligations are met upon the Group delivering the advertisement to the customer.

 

A receivable is recognised when the services are delivered at this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

 

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

 

Revenue from the sale of advertising space is recognised upon the advertisement being generated and the Group delivering the advertisement to the customer. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable future economic benefits will flow to the entity and the Group has satisfied the performance obligations. Revenue is not received in advance and therefore the Group does not account for contract liabilities.

 

For subscription revenue, the Group considers the performance obligation to be the provision of access and use of brand websites. As the customer receives and consumes the benefit of this use and access over time, the related revenue is recognised evenly over the length of the subscription term.

 

Foreign currency

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pound sterling, which is the functional currency of the Group, and the presentational currency for the consolidated financial statements.

 

In preparing the financial statements of the individual companies, transactions in currencies other than the individual company's functional currency (foreign currencies) are recorded at rates of exchange prevailing on the dates of the transactions. At the reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of the gain or loss is also recognised directly in equity.

                                                          

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of goodwill is not being amortised but is subject to an annual impairment review.

 

Also included within intangible assets are various assets separately identified in business combinations (such as brand value) to which the Directors have ascribed a fair value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is considered to be between 5 and 7 years.

 

Other intangible assets purchased by the Group are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

Amortisation is recognised so as to write off the cost less their residual values over their useful lives, which is considered to be 3 years straight line for development costs and between 5-7 years straight line for other intangible assets.

 

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument.

 

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in profit or loss.

 

The Group always recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Group's historical credit loss experience, adjusted for facts that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast director of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Cash and cash equivalents

Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and short-term bank deposits with an original maturity date of three months or less.

Trade payables

Trade payables are initially recognised as financial liabilities measured at fair value, and subsequent to initial recognition measured at amortised cost.

 

Derivative financial instruments

Derivatives are recorded at fair value, as either assets (positive fair value) or liabilities (negative fair value) through the P&L. Only transactions with the same counterparty with a legal right of set off are netted off. Fair values are based on bid prices (assets) or offer prices (liabilities). Gains and losses are included in the P&L with reference to the fair value of the investment at the balance sheet date.

 

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deduction of all its liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.

 

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period.

 

Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

Fair value is calculated using the Black-Scholes model, details of which are given in note 22. At each balance

sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity for equity-settled awards and liabilities for cash-settled awards. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity for equity-settled awards and liabilities for cash-settled awards.

 

Pensions

The pension schemes operated by the Group are defined contribution schemes. The pension cost charge represents the contributions payable by the Group.

 

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

 

The method of depreciation for each class of depreciable asset is:

 

Office equipment                                  25% reducing balance

 

Impairment of Assets

Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. This is computed by applying an appropriate discount rate to the estimated value of future cash flows. When value in use is less than the book value, an impairment is recorded and is irreversible.

 

Impairment of Assets (continued)

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income. 

 

Taxation and deferred taxation

            Corporation tax payable is provided on taxable profits at prevailing rates.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

·      the initial recognition of goodwill; and

·      the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

 

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

 

Deferred tax assets and liabilities are offset when the Group 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 on either:

·      the same taxable Group company; or

·      different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

 

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Directors, who are responsible for allocating resources and assessing performance of the operating segments.

 

A business segment is a group of assets and operations, engaged in providing products or services that are subject to risks and returns that are different from those of other operating segments.

 

A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. The Executive Directors assess the performance of the operating segments based on the measures of revenue, profit before taxation and profit after taxation. Central overheads are not allocated to business segments.

 

5.         CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of the Group's accounting policies, which are described in note 4, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on experience and other factors considered to be relevant. Actual results may differ from these estimates.

 

The Directors do not believe that there are critical accounting estimates and judgements made in the year or the prior year. 

 

The following are the other judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that may change in future periods and consequently may have a significant effect on the amounts recognised in the financial statements:

·      Impairment of goodwill and intangibles if the carrying value falls below the estimated value in use;

·      Amortisation of intangible assets to reflect changes in the estimated useful life of assets;

·      Recognition of deferred tax assets if realisation of the tax asset is less likely due to lower future profitability than current expected

 

6.       SEGMENTAL INFORMATION

 

A segmental analysis of revenue and expenditure is as follows:

 

2025	Entertainment	Humour	Youth	Head Office	Total 2025
	£'000	£'000	£'000	£'000	£'000
Revenue	2,096	605	1,209	-	3,910
Cost of sales	(468)	(159)	(114)	-	(741)
Administrative expenses*	(750)	(256)	(631)	(853)	(2,490)
Adjusted EBITDA*	878	190	464	(853)	679
New product development	(202)	(16)	(74)	(63)	(355)
EBITDA	676	174	390	(916)	324
Amortisation and depreciation	(204)	(75)	(140)	(34)	(453)
Costs in relation to one-off projects	-	-	-	(95)	(95)
Share based payments	-	-	-	(76)	(76)
Finance income	-	-	-	33	33
Finance costs	-	-	-	-	-
Tax	-	-	-	121	121
	-------------	-------------	-------------	-------------	-------------
(Loss) / profit for the year	472	99	250	(967)	(146)
	======	======	======	======	======

 

 

2024 (re-stated**)	Entertainment	Humour	Youth	Head Office	Total 2024
	£'000	£'000	£'000	£'000	£'000
Revenue	1,949	527	1,169	-	3,645
Cost of sales	(302)	(147)	(102)	-	(551)
Administrative expenses*	(590)	(250)	(431)	(1,199)	(2,470)
Adjusted EBITDA*	1,057	130	636	(1,199)	624
New product development	(79)	-	-	-	(79)
EBITDA	978	130	636	(1,199)	545
Amortisation and depreciation	(227)	(72)	(88)	(28)	(415)
Costs in relation to one-off projects	-	-	-	(114)	(114)
Share based payments	-	-	-	(94)	(94)
Finance income	-	-	-	57	57
Finance costs	-	-	-	(4)	(4)
Tax	-	-	-	(41)	(41)
	-------------	-------------	-------------	-------------	-------------
Loss / (profit) for the year	751	58	548	(1,423)	(66)
	======	======	======	======	======

 

*Adjusted EBITDA is defined as the operating profit after adding back depreciation, amortisation, share based payments, acquisition costs and direct costs associated with business combinations. EBITDA is defined as the Operating profit after adding back depreciation, amortisation, share based payments, acquisition costs and costs related to one-off projects.

 

**The segments used by management to monitor performance of the business have been re-designated, and consequently the comparative data has been restated under the new reporting segments.

 

The segmental analysis above reflects the parameters applied by the Board when considering the Group's monthly management accounts.

 

 

 

	External revenue by location of customer		Net tangible capital expenditure by location
	31 December 2025 Continuing	31 December 2024 Continuing	31 December 2025	31 December 2024
	£'000	£'000	£'000	£'000
United Kingdom	1,169	1,359	-	3
Europe	1,357	999	-	-
Rest of World	1,384	1,287	-	-
	-------------	-------------	-------------	-------------
	3,910	3,645	-	3
	======	======	======	======

 

7. REVENUE
		2025	2024
	Revenue by stream is split:	£'000	£'000
	Advertising space	3,910	3,645
		-------------	-------------
		3,910	3,645
		======	======
Revenue by location is split:
United Kingdom		1,169	1,359
Europe		1,357	999
Rest of world		1,384	1,287
		-------------	-------------
		3,910	3,645
		======	======
The Group had three (2024: three) customers whose revenue individually represented 10% or more of the Group's total revenue, being 21.6%, 11.0% and 10.1% respectively (2024: 11.8%, 11.7% and 10.0% respectively).

 

8. LOSS FROM OPERATIONS
		2025	2024
		£'000	£'000
	This is arrived at after charging/(crediting):
	Continuing operations
	Staff costs (see note 9)	2,167	2,020
	Depreciation of property, plant & equipment	6	28
	Amortisation of intangible fixed assets	447	387
	Loss on derivative instruments at fair value	-	14
		======	======
Auditors' remuneration in respect of the Company		7	5
Audit of the Group and subsidiary undertakings		70	57
-------------				-------------
77				62
=======				======

 

9.	STAFF COSTS
		2025	2024
		£'000	£'000
	Staff costs for all employees, including Directors consist of:
	Wages and salaries	1,851	1,739
	Social security costs	226	166
	Pensions	32	21
		----------	-----------
		2,109	1,926
	Share based payment charge	76	94
		-----------	-----------
		2,185	2,020
		======	======

 

		2025	2024
	The average number of employees of the group during the year was as follows:	Number	Number
	Directors	6	5
	Management and administration	3	7
	Content	33	21
		-----------	-----------
		42	33
		======	======

 

Directors' Detailed Emoluments

 

Details of individual Directors' emoluments for the year are as follows:

	Salary	Bonus	Pension	Total	Total
	2025	2025	2025	2025	2024
	£'000	£'000	£'000	£'000	£'000
J Carter	171	-	1	172	247
J Douglas	171	-	1	172	247
D Joseph (resigned 31 December 2024)	-	-	-	-	88
P Machray	29	-	-	29	28
M Rich	41	-	-	41	40
C Blunt (Appointed 22 October 2024)	28	-	-	28	6
G Bryce (Appointed 1 November 2024)	26	-	-	26	4
R Spilsbury (Appointed 31 December 2024)	56	-	-	56	-
	-----------	-----------	-----------	----------	-----------
Total	522	-	2	524	660
	=====	=====	=====	=====	=====

 

 

All pension contributions represent payments into defined contribution schemes.

 

The Executive Directors have service contracts with the Company which are terminable by the Company or relevant director after a fixed term of 12 months followed by 6 months' notice.

 

The Directors' interests in the issued ordinary share capital of the Company was as follows:

 

					Shares of £0.01								Shares of £0.01
Director					31/12/2025								31/12/2024
James Carter				10,908,078		9.3%						10,908,078		9.3%
Jim Douglas				10,908,078		9.3%						10,908,078		9.3%
David Joseph*				No longer a director								1,150,000		1.0%

*David Joseph acquired shares through Integral 2 Limited, a company controlled by him.

 

There is a share-based payment charge attributable to options held by the directors during the year amounting to £60k (2024: £61k). No options held by directors lapsed in the year.

 

Effective options in Digitalbox plc exist due to two directors having warrants in its subsidiary company, Digital Publishing (Holdings) Limited, which, when exercised, are satisfied by issuing shares in Digitalbox plc.

 

These are set out in the table below,

 

'Effective Option' Holder		Number of Shares
James Carter		681,958
Jim Douglas		681,958
		1,363,916

 

The warrants had vested prior to admission onto AIM on 28 February 2019 and carry an effective exercise price of 2.28 pence per share issued in Digitalbox plc.

 

A full breakdown of options in issue is shown at page 23. Further information on share options is included in note 21.

 

The market price of the shares at 31 December 2025 was 4.65p with a quoted range throughout 2025 of 3.8p to 5.25p. The options vest based on performance criteria detailed in note 22.

 

 

10.	FINANCE COSTS
		2025	2024
		£'000	£'000
	Interest on bank loans	-	4
		------------	------------
		-	4
		======	======
11.	TAXATION ON PROFIT/LOSS FROM ORDINARY ACTIVITIES
		2025	2024
		£'000	£'000
	Current tax
	UK corporation tax on profits for the current period	-	-
	Adjustment in respect of prior periods	-	-
	Deferred tax
	Origination and reversal of temporary differences	(121)	41
	Adjustment in respect of prior periods	-	-
		------------	------------
	Total tax charge/(credit)	(121)	41
		======	======

The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to profit/(loss) before tax.

 

		2025	2024
		£'000	£'000
	Total profit/(loss) on ordinary activities before tax	(267)	(25)
		------------	------------
	Profit/(loss) on ordinary activities at the standard rate of corporation tax in the UK of 25% (2024: 25%)	(67)	(6)
	Effects of:
	Expenses not deductible for tax purposes	23	47
	Fixed asset differences	26	13
	Deferred tax asset not previously recognised	(103)	(13)
		-------------	-------------
	Tax credit for the year	(121)	41
		======	======

 

There were unused tax losses (largely from acquisitions and associated restructuring) at 31 December 2025 amounting to £2,592k (2024: £2,661k).  A deferred tax asset was recognised in relation to these losses for the first time in 2022, as the losses were considered to be highly likely to be recoverable against future profits chargeable to corporation tax. It is still the view that these losses will be highly likely to be recoverable against future profits and previous restrictions (arising from previous acquisitions and ending in 2025) on the use of those tax losses expired during the year, making future recovery more likely.

 

12.	EARNINGS PER SHARE
		2025	2024
		£'000	£'000
	The earnings per share is based on the following:
	Continuing (loss)/earnings post tax attributable to shareholders	(146)	(66)
		===============	===============
		No	No
	Basic weighted average number of shares	117,923,393	117,923,393
	Diluted weighted average number of shares	118,675,643	118,491,107
		===============	===============
	Basic earnings/(loss) per share (pence)	(000.124)	(000.056)
	Diluted earnings/(loss) per share (pence)	(000.124)	(000.056)
		===============	===============

 

Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. The exercise price of the outstanding share options is significantly more than the average and closing share price. Therefore, as per IAS33 the potential ordinary shares which could arise from exercised share options are disregarded in the calculation of diluted EPS. 

 

13.	TANGIBLE FIXED ASSETS
				Office equipment		Total
				£'000		£'000
	Cost
	Balance at 1 January 2024			66	66
	Additions			3	3
				---------------	---------------
	Balance at 1 January 2025			69	69
	Additions			-	-
				---------------	---------------
	Balance at 31 December 2025			69	69
				---------------	---------------
	Accumulated depreciation
	Balance at 1 January 2024			19	19
	Depreciation charge			28	28
				---------------	---------------
	Balance at 1 January 2025			47	47
	Depreciation charge			6	6
				---------------	---------------
	Balance at 31 December 2025			54	54
				---------------	---------------
	Net Book Value
	At 31 December 2025			16	16
				=======	=======
	At 31 December 2024			22	22
				=======	=======

 

All tangible fixed assets held in the current and prior year were owned assets.

14.	INTANGIBLE FIXED ASSETS	Goodwill	Other	Development	Total
	GROUP	Arising on	Intangible	costs
		Consolidation	Assets
		£'000	£'000	£'000	£'000
	Cost
	Balance at 1 January 2024	9,610	2,633	404	12,647
	Additions	-	52	114	166
		-----------	-----------	-----------	---------------
	Balance at 1 January 2025	9,610	2,685	518	12,813
	Additions	-	220	30	250
		-----------	-----------	-----------	---------------
	Balance at 31 December 2025	9,610	2,905	548	13,063
		-----------	-----------	-----------	---------------
	Accumulated amortisation
	Balance at 1 January 2024	6,662	1,189	203	8,054
	Amortisation	-	279	108	387
	Impairment	-	-	-	-
		-----------	-----------	-----------	---------------
	Balance at 1 January 2025	6,662	1,468	311	8,441
	Amortisation	-	334	113	447
		-----------	------------	------------	---------------
	Balance at 31 December 2025	6,662	1,802	424	8,888
		------------	------------	------------	---------------
	Net Book Value
	At 31 December 2025	2,948	1,103	124	4,175
		======	======	======	======
	At 31 December 2024	2,948	1,217	207	4,372
		======	======	======	======

Other intangible assets represent acquired brands and trademarks. During the year, the Group purchased a collection of social media platforms from Media Chain Group Limited, which has a carrying value of £177,226. There are no development costs capitalised in respect of these brands. The assets will be amortised over their useful economic life of 5 years.

 

During the year, the Group capitalised platform development costs of £30k in respect of the Verticals project. The assets will be amortised over their useful economic life of 3 years.

 

Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.

 

GOODWILL AND IMPAIRMENT
The Group tests goodwill and indefinite life intangibles for impairment annually, or more frequently if there are indicators of impairment, as goodwill is deemed to have an indefinite useful life. The carrying value of goodwill is analysed as follows:
						31 December 2025	31 December 2024
						£'000	£'000
Entertainment						2,830	2,830
Youth						118	118
						------------	-------------
						2,948	2,948
						======	=======

 

 

 

For the 2025 financial year, the review was conducted as of 31 December 2025, with a further assessment for indicators of impairment up to 24th March 2026. The review is assessed at a cash generating unit ('CGU') level, which reflects the operating segments applied for internal reporting and reflects similar economic characteristics of Group activities. The Entertainment CGU includes Entertainment Daily, TV Guide and new vertical launches; the Youth CGU includes The Tab and Reality Shrine; and the Humour CGU includes Daily Mash and The Poke. The methodology for the review is to cautiously assess the value in use over ten years by applying the expected values based on a range of outcomes from 2% to 10% with annualised compound annual growth rates and applying a weighted average cost of capital of 13%, which takes into sensitivity analysis, rather than higher internal forecasts. The Directors concluded that there are no reasonably possible changes in the key assumptions that would result in an impairment of goodwill of any of the CGUs.

 

15.	TRADE AND OTHER RECEIVABLES			31 December 2025	31 December 2024
				£'000	£'000
	Trade receivables			982	999
	Prepayments and accrued income			71	62
	Other receivables			27	41
				-------------	-------------
				1,080	1,102
				======	======
16.	CASH AND CASH EQUIVALENTS			31 December 2025	31 December 2024
				£'000	£'000
	Cash at bank and in hand			1,820	2,109
				-------------	-------------
				1,820	2,109
				======	======
17.	LIABILITIES			31 December 2025	31 December 2024
				£'000	£'000
	Current liabilities
	Trade payables			112	175
	Social security and other taxes			147	102
	Accruals			106	304
	Other payables			1	14
	Bank loans and overdrafts			-	94
				-------------	-------------
				366	689
				======	======
	The bank loan was repaid in full during the year.

 

 

 

18.	DEFERRED TAX
			Total
			£'000
	Balance at 1 January 2025		(506)
	Deferred tax charge for the year		(121)
			-------------
	Balance at 31 December 2025		(627)
			=======

 

The deferred tax provision comprises:				31 December 2025	31 December 2024
			£'000		£'000
Intangible asset timing differences			21		191
Tax losses			(648)		(697)
			-------------		-------------
			(627)		(506)
			======		======
The expected net reversal of deferred tax in 2026 is £172k.

 

 

19.   FINANCIAL RISK MANAGEMENT

 

The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are within the current assets and current liabilities shown on the face of the statement of financial position and comprise the following:

 

Credit risk

The Group is exposed to credit risk primarily on its trade receivables. The Group maintains its cash reserves at a reputable bank. It is group policy to assess the credit risk of each new customer before entering into binding contracts.

 

The maximum exposure to credit risk is represented by the carrying value in the statement of financial position. The credit risk on liquid funds is low as the funds are held at a bank with a high credit rating assigned by international credit agencies.

				31 December 2025	31 December 2024
				£'000	£'000
	Current financial assets
	Trade receivables			982	999
	Other receivables			98	103
	Cash and cash equivalents			1,820	2,109
				-------------	-------------
				2,900	3,211
				======	======

 

The table below illustrates the due date of trade receivables:

				31 December 2025	31 December 2024
				£'000	£'000
	Current			449	375
	31 - 60 days			357	333
	61 - 90 days			80	139
	91 - 120 days			46	89
	121 and over			50	63
				-------------	-----------
				982	999
				======	======

 

The table below illustrates the geographical location of trade receivables:

				31 December 2025	31 December 2024
				£'000	£'000
	United Kingdom			428	416
	Europe			355	260
	Rest of world			199	323
				-------------	-----------
				982	999
				======	======

The directors have considered expected credit losses under IFRS9 and have adopted the simplified approach to their evaluation as the Group has limited exposure to them. The Directors have provided for expected credit losses on a specific basis and this has led to the Group carrying a specific provision against trade debtors of £nil (2024: £nil). The Group experienced no bad debt write offs in 2025.

 

       Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and repayments of its liabilities.

 

The Group's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due and so cash holdings may be high during certain periods throughout the period.

      

The Group's policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the operating units and investing amounts that are not immediately required in funds that have low risk and are placed with a reputable bank.

 

Cash at bank and cash equivalents

				31 December 2025	31 December  2024
				£'000	£'000
	At the year end the Group had the following cash balances:			1,820	2,109
				======	======

Cash at bank comprises Sterling and US Dollar cash deposits.

 

All monetary assets and liabilities within the group are denominated in the functional currency of the operating unit in which they are held. All amounts stated at carrying value equate to fair value.

					31 December 2025 £'000	31 December 2024 £'000
Financial liabilities at amortised cost
Trade payables					112	175
Accruals					106	304
Bank loans and overdrafts					-	94
Other payables					1	14
					------------	-------------
					219	587
					=======	=======

 

 

 

 

 

 

 

 

 

 

 

The table below illustrates the maturities of trade payables:

				31 December 2025	31 December 2024
				£'000	£'000
	Current			101	113
	31 - 60 days			12	47
	61 - 90 days			-	1
	91 - 120 days			(3)	-
	121 and over			2	14
				----------------	--------------
				112	175
				========	========

 

 

The table below shows the maturities of financial liabilities:

 

	2025			Carrying amount	6 months or less	6-12 months	1 or more year
				£'000	£'000	£'000	£'000
	Trade payables			112	112	-	-
	Accruals			106	106	-	-
	Other payables			1	1	-	-
				----------------	---------------	---------------	---------------
				219	219	-	-
				========	========	========	========

 

	2024			Carrying amount	6 months or less	6-12 months	1 or more year
				£'000	£'000	£'000	£'000
	Trade payables			175	175	-	-
	Accruals			317	317	-	-
	Loans			94	56	38	-
	Other payables			1	1	-	-
				----------------	---------------	---------------	- --------------
				587	549	38	-
				========	========	========	========

 

       Capital Disclosures and Risk Management

 

       The Group's management define capital as the Group's equity share capital and reserves.

 

The Group's objective when maintaining capital is to safeguard its ability to continue as a going concern, have access to resources to grow organically and acquisitively, and distribute returns to shareholders to maximise shareholder value.

 

The Group manages its capital structure and makes adjustments to it in the light of changes in the business and in economic conditions, market conditions and opportunities arising. In order to maintain or adjust the capital structure, the Group may from time to time issue new shares, based on working capital and product development requirements and current and future expectations of the Company's share price. Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.

 

Market risk

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances.

 

 

 

Foreign currency risk

Foreign exchange transaction risk arises when individual Group operations enter into transactions denominated in a currency other than the functional currency. The principal risk arises from the Group's reliance on US Dollar denominated annual revenues which in 2025 amounted to $2.4m (2024: $1.8m) with a trade debtor balance at the year-end of $501k (2024: $444k). During the year ended 31st December 2025 the Group managed foreign current risk through management of foreign currency positions, including the use of forward currency contracts. At 31 December 2025 the Group held forward currency contracts for USD $1,150k, which are revalued based on current market prices leading to a £3k charge being recognised in the profit and loss account (2024: £14k).

 

 

20.	SHARE CAPITAL	No.		Value		No.	Value
			31 December 2025		£'000	31 December 2024	£'000
	Called up share capital
	Allotted, called up and fully paid
	Ordinary shares of £0.01 each		117,923,393		1,179	117,923,393	1,179
			---------------------------		------------	---------------------------	------------
			117,923,393		1,179	117,923,393	1,179
			=============		======	==============	======

 

21.	SHARE BASED PAYMENTS
	During the year, the Group incurred a £76k share based payment charge (2024: £94k). Of this total, £60k (2024: £61k) was recorded as an expense in Digitalbox plc and £16k (2024: £33k) was recorded as an expense in Digitalbox Publishing Limited.
	2025 No. of share options Weighted average exercise price 2024 No. of share options Weighted average exercise price Outstanding at beginning of year 6,046,523 6.79p 7,049,429 6.68p Granted during the year - - - - Exercised during the year - - - - Lasped during the year (1,002,960) 7.88p (1,002,906) 6.00p Outstanding at the end of the year 5,043,563 6.57p 6,046,523 6.79p   3,510,362 options are exercisable after 3 years (see page 23), or on an exit event. 169,285 options are exercisable immediately. 1,363,916 options relates to Warrants issued prior to the group's admission by Digitalbox Publishing (Holdings) Limited, a subsidiary of the company. These are exercisable upon the exercise of those warrants in a share for share exchange arrangement, under which the company acquires all shares issued in Digitalbox Publishing (Holdings) Limited and in consideration, issues shares to the warrant holders.   A Black-Scholes model has been used to determine the fair value of the share options on the date of grant.

 

 

 

The inputs into the models of options previously granted which have contributed to the share-based payment arising in the year are:

 

Date of grant	06/04/2023
Model type	Black Scholes
Vesting date	05/04/2026
Number of options granted	4,513,322
Share price at date of grant	7.88p
Exercise price	7.88p
Option life in years	10
Risk-free rate	5.25%
Expected volatility	65%
Expected dividend yield	0%
Fair value of options	6.07p

 

 

 

 

22.  RESERVES

 

Full details of movements in reserves are set out in the consolidated statement of changes in equity. The following describes the nature and purpose of each reserve within owners' equity:

 

Retained earnings: Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

Share based payment reserve: Cumulative charges recognised in the consolidated statement of comprehensive income in relation to share based payments.

 

During the prior year a special resolution was passed at the general meeting held on 15 November 2024, stating that the share premium account (the amounts subscribed for share capital in excess of nominal capital) was to be cancelled in its entirety, subject to approval by the High Court of Justice. On the 17 December 2024 the High Court of Justice approved this resolution. As a result there was a transfer of the share premium account in its entirety to retained earnings in the prior year.

 

 

23.     CAPITAL COMMITMENTS

 

At 31 December 2025 and at 31 December 2024 there were no capital commitments.

 

 

24.     RELATED PARTY TRANSACTIONS

 

During the period, £24k was paid to Link Stone Advisory Limited (2024: £21k), a company related by virtue of Richard Spilsbury having control over the entity. At 31 December 2025 £1.4k (31 December 2024: £10k) was owed to Link Stone Advisory Limited.

 

During the prior period, Integral 2 Limited was a related party by virtue of David Joseph, a member of key management personnel until his resignation on 31 December 2024, having control over the entity. The amounts charged by Integral 2 Limited to the Group whilst it was a related party in the 12 months to 31 December 2024 were £67,824. As at 31 December 2024, £7,521 was owed to Integral 2 Limited.

 

 

The key management personnel are considered to be the Board of Directors. Their remuneration is disclosed in detail in note 9. Key management were remunerated £510k in the year ended 31 December 2025 (2024: £660k).

 

The key management personnel have been provided (based on previous years' awards) with a total of 1,363,916 effective share options resulting in a charge of £60k in the period (2024: £61k).