Group Statement of Cash Flows

   As at 30 June 2025

 

	2025	2024
Operating	£	£
Loss for the year	(782,733)	(585,525)
Adjustments for:
Depreciation	400	14,357
Amortisation	-	315,091
Impairment of assets	254,155	284,408
Gain on disposal of associate and eSports division	-	(275,000)
Finance income	-	(153)
Finance costs	29,716	591
Share based payments	46,117	70,800
Decrease in credit loss provision	-	(48,000)
Re-evaluation of contingent consideration	-	(24,541)
Decrease in provisions	(92,640)	(145,647)
Remeasurement gain on loan	(23,781)	-
Current and deferred tax credit	-	(211,390)
Total	(568,766)	(605,009)
Decrease in receivables	212,074	233,055
Decrease in payables	(37,975)	(717,517)
Tax (paid)/credit recovered	(1,856)	139,000
Net operating outflow	(396,523)	(950,471)
Investing
Interest received	-	152
Intangible additions	-	(15)
Proceeds on disposal of associate and eSports division	-	275,000
Cash generated by investing activities	-	275,137
Financing
Interest paid	-	(591)
Short-term Loan received	50,000	-
Short-term Loan repayments	(18,855)	-
Convertible Loan issued	120,000	-
Net proceeds on issue of shares	360,100	428,604
Cash generated by financing activities	511,245	428,013
Net increase/ (decrease) in cash	114,722	(247,321)
Cash at the start of the year	23,156	270,477
Cash at the end of the year	137,878	23,156
Net increase/ (decrease) in cash	114,722	(247,321)

 

 

 

 

 

Company Statement of Cash Flows

As at 30 June 2025

	2025	2024
	£	£
Operating
Loss for the year	(210,851)	(392,242)
Adjustments for:
Depreciation	-	13,162
Amortisation	-	125,594
Impairment of assets	254,155	323,484
Gain on disposal of associate and eSports division	-	(275,002)
Finance costs	29,717	591
Share based payments	46,117	70,800
Increase in credit loss provision	-	(48,000)
Re-evaluation of contingent consideration	-	(24,541)
Decrease in provisions	(92,640)	(145,597)
Release of loan from subsidiary	(554,511)	-
Remeasurement gain on loan	(23,781)
Current and deferred tax credit	-	(139,000)
Total	(551,794)	(490,751)
Decrease in receivables	195,433	232,524
Decrease in payables	(33,339)	(517,842)
Tax credit recovered	-	139,000
Net operating outflow	(389,700)	(637,069)
Investing
Interest received	-	3
Proceeds on disposal of associate and eSports division	-	275,000
Amounts advanced to subsidiaries	-	(123,460)
Cash generated by investing activities	-	151,543
Financing
Interest paid	-	(591)
Short-term Loan received	50,000	-
Short-term Loan repayments	(18,855)	-
Convertible Loan	120,000	-
Net proceeds on issue of shares	360,100	428,604
Cash generated by financing activities	511,245	428,013
Net increase /(decrease) in cash	121,545	(57,513)
Cash at the start of the year	13,742	71,255
Cash at the end of the year	135,287	13,742
Net increase / (decrease) in cash	121,545	(57,513)

 

 

 

 

            

 

 

 

 

 

 

 

Notes to the Financial Statements

 

1.     GENERAL INFORMATION

 

Gfinity plc ("the Company") is a public company limited by shares incorporated in England and Wales under the Companies Act 2006, registered and domiciled in England and Wales and is AIM listed. The address of the registered office is given on page 1. The registered number of the company is 08232509.

 

The functional and presentational currency is £ sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 2. Principal activities are discussed in the Strategic report.

2.     ACCOUNTING POLICIES

Basis of preparation

 

The Company has prepared the accounts on the basis of all applicable UK-adopted International Financial Reporting Standards (IFRS), including all International Accounting Standards (IAS), Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board (IASB), together with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The accounts have been prepared on the historical cost basis, unless otherwise stated below. The principal accounting policies, which have been consistently applied throughout the period presented, are set out below.

 

The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. Estimates and judgements are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

 

New and amended accounting standards effective during the year

 

The following amended standards and interpretations were newly effective during the year:

 

·      IAS 1 Presentation of Financial Statements (Amendments to Classification of Liabilities as Current or Non-current)  

·      IAS 1 Presentation of Financial Statements (Amendment to Non-current liabilities with covenants) 

·      IFRS 16 Leases (Amendment, Lease Liability in a Sale and Leaseback)  

·      Amendments to IAS 7 and IFRS 7 in respect of Supplier Finance Arrangements 

 

The adoption of the standards and interpretations has not led to any changes to the Group's accounting policies or had any other material impact on the financial position or performance of the Group.

 

New standards, interpretations and amendments issued but not yet effective

 

The following new accounting standards, amendments and interpretations to accounting standards have been issued but these are not mandatory for 30 June 2025 and they have not been adopted early by the Group:

 

·      IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendments) - Lack of exchangeability (1 January 2025) 

·      Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments) (1 January 2026) * 

·      Annual Improvements to IFRS Volume 11 (Amendments to IFRS 1 First-Time Adoption of IFRS; IFRS 7 Financial Instruments Disclosures; IFRS 9 Financial Instruments; IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows) (1 January 2026) * 

·      IFRS 18 Presentation and Disclosure in Financial Statements (1 January 2027) * 

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures (1 January 2027) * 

 

*Not yet endorsed by the UK Endorsement Board. 

 

 

 

The Board are currently assessing the impact of these new amendments on the Group's financial reporting for future periods.  However, the board does not expect any of the above to have a material impact on future results except for IFRS 18 which is expected to result in changes in the presentation of certain primary financial statements.   

 

Going Concern

 

As explained in the Chairman's Report and the Chief Executive Officer's Report, it has been a difficult year for the Group and Company as we continued to focus on growing our Digital Media and AI products.

 

At year end the Group held cash balances of £137,878 (2024: £23,156) and net current assets of £240,820 (2024: £53,610).

 

At the time of issuing these Financial Statements, the Group and Company have reduced their overhead base to support and develop its Digital Media and AI assets and the Directors firmly believe that the steps taken will lead to profitability in the short term. In support of this, no cash remuneration was paid to Directors in the year since all cash entitlements were waived.

 

The Directors have prepared a base case cashflow forecast through to 31 December 2026, which assumes certain growth targets are met.

 

The Directors believe that the growth targets are reasonable and attainable, and in view of this, the Directors are confident that the Group and Company have adequate resources to continue to operate for at least twelve months from the date of approval of these Financial Statements and have, therefore, continued to adopt the going concern basis in preparing the Directors' Report and Financial Statements.

 

However, the Directors recognise that achievement of the growth targets are subject to external factors outside of their control and so they have also prepared a severe but plausible cashflow projection to assess cashflows in such a scenario.  Should the forecast growth of the Group and Company be not forthcoming or be slower than anticipated, the Group and Company will need to secure additional funding in the period to 31 December 2026.

 

The Group is exposed to any unexpected short term cash requirements or liquidity issues if trading revenues are lower than forecast. The Group notes a letter of support issued by a Director, which, although there is no expectation in the base case model for it to be called up, the Board considers it to be sufficient to address any plausible cash shortfall in the review period.

 

The Group and Company continues to enjoy the support of its major shareholders, and should further funding be necessary, the Directors believe that this support will continue. On this basis, the Directors consider that it is appropriate that the going concern basis is applied in the preparation of these Financial Statements.

 

However, whilst the Directors are confident of continuing to raise additional funds as needed to finance the business in accordance with its Digital Media and AI strategy, they nevertheless recognise that a material uncertainty exists which might cast significant doubt over the Group and Company's ability to continue to discharge its liabilities as they fall due in the normal course of the business and therefore its ability to continue to operate as a going concern.  These financial statements do not include any adjustments that would result if the Group and the Company were unable to continue as a going concern.

 

Basis of consolidation

 

The Group accounts consolidate the results of the Company and all of its subsidiary undertakings drawn up to 30 June each year. Subsidiary undertakings are those entities over which the Group has the control, which is where the Group has power over the investee, is exposed to variable returns from its involvement with the investee and where the Group has the ability to use its power over the investee to affect the amount of returns. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the acquisition method.

 

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess  of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

 

Where the Group assesses that it has significant influence over an investee, but not control, the investment is accounted for as an associate.  Associates are not consolidated but are equity accounted, and the group records its share of the associate's loss to the extent the cost less impairment of the investment in greater than nil.

 

All intra group balances, transactions, income and expenses and profit and losses on transactions between the Company and its subsidiaries and between subsidiaries are eliminated.

 

Goodwill

 

Goodwill is initially recognised and measured as set out above.

 

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units ('CGUs') expected to benefit from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

Investment in subsidiaries

 

Investments in subsidiaries are held in the Company balance sheet at cost and reviewed annually for impairment. Where the Company acquires subsidiaries with contingent or deferred consideration, the initial estimate of the present value of future payments is included in the cost of the investment and any subsequent changes recorded through profit or loss.

 

Revenue

 

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the normal course of the Group's activities. Revenue is shown net of value added tax.

 

To determine whether to recognise revenue, the Group follows a 5-step process:

 

1.     Identifying the contract with a customer.

2.     Identifying the performance obligations

3.     Determining the transaction price.

4.   Allocating the transaction price to the performance obligations.

5.   Recognising revenue when/as performance obligation(s) are satisfied.

 

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

 

Revenue comprises:

 

·      Partner programme delivery fees: Revenue recognised in line with the date at which work is performed.

 

·      Advertising revenues: Fees are earned based on the number of sessions where ads are displayed on the Group's digital media website portfolio. Revenue is recognised on a Revenue per mille ("RPM") basis in the month in which the ads were displayed.

 

·      Consultancy Fees: The Group incurs staff and other costs which are recharged to a third party.   Revenue is recognised in line with the profile of resources dedicated to the programme across the assignment duration. Such revenue is recognised over time based on an estimate of total costs incurred.

 

Foreign currencies

 

Transactions in foreign currencies are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement for the year.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period. Exchange differences arising from the translation of the Group's foreign operations are recognised in other comprehensive income.

 

Taxation

 

The taxation expense represents the sum of the tax currently payable and deferred tax.

 

The charge for current tax is based on the results for the period as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computations of taxable profit and is accounted for using the balance sheet liability method.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or any discount on acquisition) or from the initial recognition (other than in a business combination) 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 balance sheet date and reduced to the extent that the directors do not have a high degree of certainty that sufficient taxable profits will be available in the medium-term to allow all or part of the asset to be recovered.

 

Share based payments

 

The Company provides equity-settled share-based payments in the form of share options and warrants. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period, based on the Company's estimate of shares which will eventually vest and adjusted for the effect of non-market based vesting conditions. The Company uses an appropriate valuation model utilising a Black-Scholes model in order to arrive at a fair value at the date share options are granted.

 

In instances when shares are used as consideration for goods or services the shares are valued at the fair value of the goods or services provided. The expense to the company is recognised at the point the goods or services are received.

 

Property, plant and equipment

 

Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

 

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of tangible fixed assets to their residual values over their useful economic lives, as follows:

 

Computer and production equipment

3 years straight line

The residual values and useful economic lives of the assets are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other gains or losses in the income statement.

 

Intangible fixed assets

 

Intangible assets other than goodwill are recognised where the purchase or internal development of such assets are expected to directly contribute towards the company's ability to generate revenues.

 

Intangible fixed assets are stated at historical cost less accumulated amortisation and impairment, if any. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Where the cost is not clearly identifiable discounted cash flows are utilised to estimate either the cost to develop the resource or, where there are already profits attributable the asset, to estimate future cash inflows. Historical cost includes expenditure that is directly attributable to the acquisition or development of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably.

 

Amortisation is charged on a straight-line basis over the estimated useful economic life of the asset as follows:

 

Web Platforms	3-5 years
Other Intangible assets	3-5 years

 

 

 

 

Amortisation expense is included within administrative expenses in the profit or loss account.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less. These are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Financial liabilities and equity

 

Financial liabilities are obligations to pay cash or other financial instruments and are recognised when the company becomes a party to the contractual provisions of the instrument. Financial liabilities are classified according to the substance of the contractual arrangements entered into. All interest-related charges are recognised as an expense in the income statement.

 

Trade and other payables are not interest bearing and are recorded initially at fair value net of transactions costs and thereafter at amortised cost using the effective interest rate method.

 

An equity instrument is any contract that evidence a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Contingent consideration arising in a business combination is held at fair value at each reporting date.  After the initial accounting for the business combination, any changes in the estimated or actual consideration payable are taken to profit or loss.  Future expected payments are held at their present value where the effect of discounting is material.  The unwinding of contingent consideration is recognised as a finance cost in profit or loss.

 

Convertible loan notes

 

Where the Group enters into a convertible loan note it considers if the instrument contains debt, equity, derivative components or a combination of these.  Where the instrument is convertible at a fixed conversion price it passes the fixed for fixed criterion and so does not contain an embedded derivative.  The Board consider the existence of any unavoidable obligation to pay cash. If there is no possible future obligation to deliver cash, the instrument is classified as equity.  Where potential cash repayments are required, the future estimated cash flows are discounted to determine the liability component of the convertible loan note with the remainder recorded as equity.  The equity component is not subsequently remeasured.  The liability component is held at amortised cost and remeasured where the expected future cash flows are revised.  Any gain or loss on remeasurement is recorded within profit or loss as finance income or expense.

Financial assets

 

Financial assets are recognised in the balance sheet when the Company becomes a party to the contractual provisions of the instrument and are recognised in the balance sheet at the lower of cost and net realisable value.

 

Provision is made for diminution in value where appropriate.

 

Income and expenditure arising on financial instruments is recognised on the accruals basis and credited or charged to the statement of comprehensive income in the financial period to which it relates.

 

Trade receivables do not carry any interest and are initially recognised at fair value, subsequently reduced by appropriate allowances for estimated irrecoverable amounts.

 

Call options

 

Where the Group becomes party to a call option which entitles it to acquire the equity instruments of another company, the Group considers that such instruments represent a derivative financial instrument and so holds the instrument at fair value through profit or loss, as measured at each reporting date.  The fair value of a call option is measured using a valuation technique which is typically a Black Scholes model.  Where it is not possible to use an established valuation technique due to lack of observable or reasonably obtainable inputs; the directors consider the inherent value of the option by reference to the exercise price of the option compared to the value of the underlying instrument.  During the year the Group obtained a call option over 0M and determined a fair valuation of nil by reference to an assessment of the reasonably determinable valuation of the equity at the reporting date. 

Warrants

 

Warrants are granted to investors by the group and are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.  The Group's warrant entitle the holder to purchase an ordinary share at a fixed price, from grant until expiry of the warrant.

 

The fair value of warrants is determined at the date of grant and is recognised in equity. When the warrants are exercised, the group transfers the appropriate amount of shares to the investor, and the proceeds received net of any directly attributable transaction costs are credited directly to equity.

 

Where warrants are issued in exchange for a service received, the group uses a Black-Scholes model in order to arrive at a fair value at the date warrants are granted.  Where warrants are granted to advisers in respect of services directly attributable to the issue of new shares, the expense is recorded against share premium.

 

3.   CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

 

The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. Estimates and judgements are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

 

Judgements and estimates

 

Impairment of goodwill and intangible assets

 

The Group holds goodwill and intangible assets arising from business combinations.  Judgement is applied in determining the recoverable amount of goodwill.  All intangible assets were fully impaired in prior years.

 

On an annual basis, the Group reviews goodwill for impairment.  Goodwill must be tested for impairment annually.  Where goodwill arose in a business combination, management determined that each acquired website brand is a separate cash generating unit with separately identifiable cash flows, and so any the goodwill arising from that acquisition is associated with the acquired website brand.  No goodwill is allocated across multiple Cash Generating Units.

For the purpose of impairment testing at 30 June 2025, management have determined that the appropriate method to apply is a fair value less costs to dispose approach.  Management consider that a revenue-based multiple is an appropriate estimation tool for the recoverable amount of goodwill.

Therefore, all impairment tests have been performed using a fair value method on the basis of a multiple of revenue achieved for the respective brand in the year ended 30 June 2025.

Management undertook a careful assessment of the appropriate revenue multiple and determined that 1x (2024: 1x revenue) reported revenue represents their best estimate of the recoverable amount of each brand.  This fair value estimation technique is a Level 2 valuation technique in the Fair Value Hierarchy as there is no directly observable market valuation of each brand, but management have identified the valuation of similar assets through the relevant trading multiples of similar businesses in similar sectors, through the observed implied multiples in recent transactions involving similar assets and through industry and other benchmarks.

Further detail of the results of impairment tests of each material Cash Generating Unit are summarised below.  Both RealSport and EpicStream are within the Gfinity Digital Media operating segment. In each case, 'costs to sell' are considered to be immaterial as there are no physical assets in any case.  Impairment expense has been separately identified in the statement of profit or loss. 

No previous impairments to intangible assets associated with earlier business combinations were reversed during the year as the Board did not identify that any factors leading to earlier impairment were no longer present.

  

RealSport

 

Realsport101.com is a leading source of news and information about competitive sport gaming.

 

The carrying value of goodwill in respect of RealSport was £185,833 prior to the impairment test. 

 

The result of the impairment test was a recoverable amount of £39,807, and therefore an impairment of £146,026 was recorded in profit or loss.

 

The factors giving rise to the impairment were changes to Google algorithms, the effect of AI insights on visitor numbers and changes in the underlying user base of the website.

 

EpicStream

 

EpicStream.com is a leading online source of geek and pop culture news.

 

The carrying value of goodwill in respect of EpicStream was £125,110 prior to the impairment test.

 

The result of the impairment test was a recoverable amount of £16,981 and therefore an impairment of £108,129 was recorded in profit or loss.

 

Valuation of derivative call option and control of 0M

 

On 3 February 2025, the Company entered into a call option agreement with Robert Keith, a substantial shareholder of Gfinity plc, in which the Company obtained the option to acquire 100% of the issued share capital of 0M Technology Solutions Ltd ("0M"), a UK company involved in developing contextual advertising technology known as Connected IQ.  Consideration for the call option was £1.  The exercise price of the option is £2,000,000 payable in cash, and is exercisable any time for a period of 10 years from grant. 

The Directors consider that the call option represents a derivative financial instrument measured at fair value through profit or loss and so have had regard to the fair value of the option as at 30 June 2025. 

The Company has separately entered into an exclusive licence agreement with 0M which entitles the Company to commercialise 0M's Connected IQ technology, under which Gfinity bears certain of 0M's costs in support of the continued development of the product. 

The Company believes that there is significant potential in the technology and plans to work with 0M to collaborate with media partners where we have existing strong relationships to commercialise the product which, in turn, will grow the value of 0M.  However, as at 30 June 2025 no revenue had been generated by 0M and as such was a recently incorporated company with no operating history or record of profitability or revenues.  Accordingly the Directors consider that the fair value of the call option to be nil as the future cash flows projected under the Company's Connected TV business plan are too uncertain, and the range of possible outcomes too wide, for a fair value other than nil to be justifiable. 

The Directors, in the post year end period, are progressing negotiations with key partners to create early revenue generation utilising Connected IQ and, in doing so, creating value in 0M and therefore the call option.  The valuation of the option will be reassessed at future reporting dates in view of progress.  0M has no assets or forms of revenue generation other than via their share of Gfinity's revenues derived from the Connected IQ product under the licence agreement. 

The Directors have also considered whether the existence of the call option means that the Company is deemed to control 0M.  It is noted that the option is considered to be out of the money, Gfinity has no board representation in 0M and also that 0M has funding from its shareholder such that it is not reliant on Gfinity to fund its daily operations.  Accordingly, it was determined that Gfinity does not control 0M.

 

4.   REVENUE

 

The Group's policy on revenue recognition is as outlined in note 2. The Group's revenue disaggregated by primary geographical market is as follows:

 

		Year to 30 June 2025		Year to 30 June 2024
		£		£
United Kingdom		248,614		410,561
North America		424,291		1,284,392
ROW		187,675		200,076
Total		860,580		1,895,029

 

 Profit and loss information for each operating segment is given in Note 10.

 

The Group's revenue disaggregated by pattern of revenue recognition and business unit is as follows:

 

		Year to 30 June 2025		Year to 30 June 2024
		£		£
Services transferred at a point in time		797,223		1,817,731
Services transferred over time		63,357		77,298
Total		860,580		1,895,029

The Group agrees payment terms with each customer at the outset of the contract and typically agrees 30 day payment terms.  All revenue streams which are recognised over time were completed and invoiced in the year resulting in no contract assets or liabilities at 30 June 2025. 

 

Revenue includes £210,317, representing 24% (2024: £349,005, representing 18%), received from Athlos Game Technologies Ltd, a related party, as detailed in Note 25.

 

Additionally, one third party customer represents 38% (2024: 61%) of revenue.  This revenue is within Digital Media.

 

 

5.     INVESTMENT IN ASSOCIATE

 

In view of Gfinity's board representation, the Group's 15% equity interest in Ingenuity Loop is held as an associate.  The equity accounted associate is held at a carrying value of £15 and no share of loss has been reported as Ingenuity Loop is dormant.  Ingenuity Loop is seeking opportunities in the eSports sector.

 

6.     OPERATING EXPENSES

 

Expenses analysed by nature include:        

	Group
	Year to 30 June 2025	Year to 30 June 2024
	£	£
Depreciation of property, plant and equipment	400	14,357
Amortisation and impairment of intangible fixed assets	-	415,155
Goodwill impairment	254,155	184,345
Staff costs (see note 7)	493,727	1,005,260
Auditor's remuneration for auditing the accounts of the Group and Company	36,000	36,000
Auditor's remuneration for other non-audit services:
- Other services related to taxation	4,500	4,884
- All other non-audit services	3,000	-
Foreign exchange losses/(gains)	6,292	(4,904)

 

7.     EMPLOYEES

Number of employees

The average number of people (including directors) employed by the Group during the financial period was:

            

	Group
	Year to 30 June 2025		Year to 30 June 2024
Board	3		3
Operations	8		15
	11		18

 

The aggregate payroll costs of staff (including directors) were:

            

	Group
	Year to 30 June 2025		Year to 30 June 2024
	£		£
Wages and salaries	405,600		826,808
Social security costs	35,293		81,799
Pensions	6,717		25,853
Share based payments (Note 23)	46,117		70,800
	493,727		1,005,260

 

Total remuneration for Directors in cash and medical benefits during the year was £0 (2024: £3,445).  The share-based payment charges in respect of Directors for the year was £21,625 (2024: £57,635).  Total key management personnel remuneration was therefore £21,625 (2024: £61,080).

The board of directors comprise the only persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Board consider there are no key management personnel other than the Board.  The number of directors to whom retirement benefits accrued during the period was 0 (2024: 0).

8.     NET FINANCE COSTS

	Group
	Year to 30 June 2025		Year to 30 June 2024
	£		£
Interest income on bank deposits	-		153
Other interest cost	(2,249)		(591)
Effective interest on loans	(27,467)		-
	(29,716)		(438)

            

9.     TAXATION

     Major components of taxation expense for the period are:

	Group
	Year to 30 June 2025		Year to 30 June 2024
	£		£
Current tax charge	1,856		8,370
Corporation tax credit	-		(330,812)
Total current tax	1,856		(322,442)
Deferred tax credit (note 18)	-		(72,390)
Taxation charge/ (credit) reported in the income statement	1,856		(394,831)

    

A reconciliation of taxation expense applicable to accounting profit before taxation at the statutory tax rate of 25% (2024: 25%), to taxation expense at the Group's effective tax rate for the period is as follows:

 

	Year to 30 June 2025		Year to 30 June 2024
	£		£
Loss on ordinary activities before taxation	(780,877)		(989,274)
At applicable rate of 25% (2024: 25%)	(195,219)		(247,318)
Income not taxable	(161,628)		(65,000)
Expenses not deductible for tax purposes	150,099		159,435
Movement in unrecognised deferred tax asset	208,604		152,883
Movement in deferred tax liability on temporary differences	-		(72,390)
R&D Credit received	-		(330,824)
Other items	-		8,383
Tax charge/(credit)	1,856		(394,831)
Split as
Current tax charge/(credit)	1,856		(322,441)
Deferred tax credit	-		(72,390)
Taxation charge/(credit) reported in the income statement	1,856		(394,831)

 

The whole current and deferred tax credit in the consolidated profit and loss account relates to continuing operations.

 

The Group has estimated tax losses of £48.9m (2024: £47.7m) available for offset against future taxable profits. A potential deferred tax asset of £12.2m has not been recognised due to the uncertainty of timing of future profits.

 

The tax losses have no expiry date.

10.    OPERATING SEGMENTS (as Restated)

	Digital Media	AI		Year to 30 June 2025
	£	£		£
Revenue	860,580	-		860,580
Cost of sales	(716,918)	-		(716,918)
Impairment Charge	(254,155)	-		(254,155)
Admin expenses	(529,285)	(135,164)		(664,449)
Remeasurement gain	23,781	-		23,781
Net Finance Expenses	(29,716)	-		(29,716)
Tax	(1,856)	-		(1,856)
Loss	(647,569)	(135,164)		(782,733)
				Restated
	Digital Media	AI		Year to 30 June 2024
	£	£		£
Revenue	1,895,029	-		1,895,029
Cost of sales	(1,193,956)	-		(1,193,956)
Impairment Charge	(284,408)	-		(284,408)
Admin expenses	(1,705,052)	-		(1,705,052)
Gain on disposal of Associate	275,011	-		275,011
Re-assessment of Deferred Consideration	24,541	-		24,541
Net Finance Expenses	(438)	-		(438)
Tax	394,831	-		394,831
Loss	(594,442)	-		(594,442)

 

Management identifies operating segments through consideration of the aggregated data reviewed by the Board in monitoring the performance of the business.  The AI segment relates to Connected IQ and Yentra.AI operations which were launched in the year.  Under the Group's licence agreement with 0M Technology, the Group is required to cover the operating costs of the Connected IQ software.  These costs have been included within the AI segment.

 

In line with IFRS 8 para 23, assets and liabilities split by segment are not disclosed as these are not regularly reviewed by the Board in this way.

 

 

11.    EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary shares in issue during the period.

 

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. For a loss making Company with outstanding share options, net loss per share would be decreased by the exercise of options and therefore the effect of options has been disregarded in the calculation of diluted EPS.

 

All EPS and DEPS figures stated below are presented in pence.

 

 

		2025	2024
Loss for the year		(782,733)	(594,442)
Weighted Average Shares		3,768,733,240	3,280,945,063
Loss per share		(0.02)	(0.02)
Diluted loss per share		(0.02)	(0.02)

12.    PROPERTY, PLANT AND EQUIPMENT

Group
		Computer & Production Equipment	Total
Cost		£	£
At 1 July 2024		28,313	28,313
At 30 June 2025		28,313	28,313
Amortisation
At 1 July 2024		27,913	27,913
Charge for the period		400	400
At 30 June 2025		28,313	27,913
Net Book Value
30 June 2025		-	-
30 June 2024		400	400
Cost		£	£
At 1 July 2023		28,313	28,313
At 30 June 2024		28,313	28,313
Amortisation
At 1 July 2023		13,556	13,556
Charge for the period		14,357	14,357
At 30 June 2024		27,913	27,913
Net Book Value
30 June 2024		400	400
30 June 2023		14,757	14,757
Company
		Computer & Production Equipment	Total
Cost		£	£
At 1 July 2024		28,313	28,313
At 30 June 2025		28,313	28,313
Amortisation
At 1 July 2024		28,313	28,313
Charge for the period		-	-
At 30 June 2025		28,313	28,313
Net Book Value
30 June 2025		-	-
30 June 2024		-	-
		Computer & Production Equipment	Total
Cost		£	£
At 1 July 2023		28,313	28,313
At 30 June 2024		28,313	28,313
Amortisation
At 1 July 2023		15,151	15,151
Charge for the period		13,162	13,162
At 30 June 2024		28,313	28,313
Net Book Value
30 June 2024		-	-
30 June 2023		13,162	13,162

 

13.    GOODWILL

Group	£
Cost
At 1 July 2024 and 30 June 2025	4,714,399
Impairment
At 1 July 2024	4,403,456
Charge for the period	254,155
At 30 June 2025	4,657,611
Net Book Value
30 June 2025	56,788
30 June 2024	310,943
Cost	£
At 1 July 2023 and 30 June 2024	4,714,399
Impairment
At 1 July 2023	4,219,111
Charge for the period	184,345
At 30 June 2024	4,403.456
Net Book Value
30 June 2024	310,943
30 June 2023	495,288
Company	£
Cost
At 1 July 2024 and 30 June 2025	2,939,192
Impairment
At 1 July 2024	2,628,248
Charge for the period	254,155
At 30 June 2025	2,882,403
Net Book Value
30 June 2025	56,788
30 June 2024	310,943
Cost	£
At 1 July 2023 and 30 June 2024	2,939,192
Impairment
At 1 July 2023	2,443,903
Charge for the period	184,345
At 30 June 2024	2,628,248
Net Book Value
30 June 2024	310,944
30 June 2023	495,289

 

The Group and Company hold goodwill in respect of the acquisitions of the trade and assets of EpicStream and RealSport in earlier accounting periods.  An impairment charge of £108,129 and £146,026 was recorded in respect of EpicStream and RealSport respectively, in both the Group and Company profit and loss accounts.

In all cases, management assigned goodwill to cash generating units, being the group of assets associated with the acquired website and associated infrastructure, since each online brand has separately identifiable cash flows.

Refer to Note 3 for details of impairment tests.

14.    INTANGIBLE FIXED ASSETS

Group	Web Platforms	Other Intangibles	Total
Cost	£	£	£
At 1 July 2024	5,393,265	2,415,562	7,808,827
At 30 June 2025	5,393,265	2,415,562	7,808,827
Amortisation and impairment
At 1 July 2024	5,393,265	2,415,562	7,808,827
Charge for the period	-	-	-
Impairment	-	-	-
At 30 June 2025	5,393,265	2,415,562	7,808,827
Net Book Value
30 June 2025	-	-	-
30 June 2024	-	-	-

 

 

	Web Platforms	Other Intangibles	Total
Cost
At 1 July 2023	5,393,265	2,415,562	7,808,827
At 30 June 2024	5,393,265	2,415,562	7,808,827
Amortisation and impairment
At 1 July 2023	4,978,110	2,415,562	7,393,672
Charge for the period	315,091	-	315,091
Impairment	100,064	-	100,064
At 30 June 2024	5,393,265	2,415,562	7,808,827
Net Book Value
30 June 2024	-	-	-
30 June 2023	415,155	-	415,155

 

Web platforms include web domains and platform technology acquired in the acquisitions of StockInformer, Siege.gg and EpicStream.

 

Other intangibles include technology platforms and customer lists arising in earlier acquisitions.

 

 

 

INTANGIBLE FIXED ASSETS (continued) 

 

Company	Web Platforms	Other Intangibles	Total
Cost	£	£	£
At 1 July 2024	713,546	7,195	720,741
At 30 June 2025	713,546	7,195	720,741
Amortisation and impairment
At 1 July 2024	713,546	7,195	720,741
Charge for the period	-	-	-
At 30 June 2025	713,546	7,195	720,741
Net Book Value
30 June 2025	-	-	-
30 June 2024	-	-	-

 

 

	Web Platforms	Other Intangibles	Total
Cost
At 1 July 2023	713,546	7,195	720,741
At 30 June 2024	713,546	7,195	720,741
Amortisation and impairment
At 1 July 2023	587,952	7,195	595,147
Charge for the period	125,594	-	125,594
At 30 June 2024	713,546	7,195	720,741
Net Book Value
30 June 2024	-	-	-
30 June 2023	125,594	-	125,594

 

 

Web platforms includes web domains and platform technology acquired in the acquisitions of StockInformer, Siege.gg and EpicStream.

 

 

 

 

15.    INVESTMENT IN SUBSIDIARIES

		Company
		Year to 30 June 2025			Year to 30 June 2024
		£			£
Cost At 1 July		6,070,115			6,070,115
Disposals		(6,070,115)			-
At 30 June		-			6,070,115
Impairment At 1 July		6,070,115			5,930,973
Impairment		-			139,142
Disposal		(6,070,115)			-
At 30 June		-			6,070,115
Net book value At 1 July		-			-
At 30 June		-			-
Subsidiary undertaking	Country of incorporation		Holding	Proportion of voting rights and capital held		Nature of business
CEVO Inc.	USA		Ordinary shares	100%		Digital Media
Yentra.AI Limited	England and Wales		Ordinary shares	51%		AI Development

 

    During the year, the Company's former subsidiary Megit Limited was dissolved.  The original cost of investment in Megit  was £6,070,155, which was fully impaired in earlier periods.  Therefore no gain or loss was recorded on disposal.

16.    TRADE AND OTHER RECEIVABLES

	Group				Company
	Year to 30 June 2025		Year to 30 June 2024		Year to 30 June 2025		Year to 30 June 2024
	£		£		£		£
Trade receivables	129,939		346,740		129,939		330,097
Provision for expected credit loss	(10,650)		(10,650)		(10,650)		(10,650)
	119,289		336,090		119,289		319,447
Prepayments	5,933		27,394		5,933		27,394
Amounts due in less than one year	125,222		363,484		125,222		346,841
Amounts due from group undertakings	-		-		592,710		611,439
Provision for Group undertakings	-		-		(592,710)		(611,439)
	-		-		-		-
Other current receivables	251,349		-		226,186		-
Total	376,571		363,484		351,408		346,841

 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to the short-term nature of these financial assets.

 

17.    CASH AND CASH EQUIVALENTS

	Group				Company
	Year to 30 June 2025		Year to 30 June 2024		Year to 30 June 2025		Year to 30 June 2024
	£		£		£		£
Cash at bank and in hand	137,878		23,156		135,287		13,742
Total	137,878		23,156		135,287		13,742

 

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash equivalents does not differ from the carrying value.

18.    DEFERRED TAX LIABILITIES  

	Group				Company
	Year to 30 June 2025		Year to 30 June 2024		Year to 30 June 2025		Year to 30 June 2024
	£		£		£		£
At 1 July	-		72,390		-		-
Credited to profit or loss	-		(72,390)		-		-
At 30 June	-		-		-		-

 

19.    ISSUED SHARE CAPITAL

The Company has a single class of ordinary share with nominal value of £0.001 each. Movements in the issued share capital of the Company can be summarised as follows:

	Ordinary Shares		Deferred Shares
	Number	Share Capital £	Number	Share Capital £
As at 30 June 2023	2,649,029,913	2,649,030	-	-
Share reorganisation	-	(2,384,127)	2,649,029,913	2,384,127
Issue August 2023 at £0.0006 per share	750,000,000	75,000	-	-
As at 30 June 2024	3,399,029,913	339,903	2,649,029,913	2,384,127
Issue September 2024 at £0.00015 per share	200,000,000	20,000	-	-
Issue February 2025 at £0.000625 per share	416,000,000	41,600	-	-
Issue May 2025 at £0.0007 per share	428,571,428	42,857	-	-
As at 30 June 2025	4,443,601,341	444,360	2,649,029,913	2,384,127

 

Ordinary shares entitle the holder to full voting, dividend and rights on winding up.

Deferred shares carry no rights to voting or dividends.

20.    TRADE AND OTHER PAYABLES   

	Group				Company
	Year to 30 June 2025		Year to 30 June 2024		Year to 30 June 2025		Year to 30 June 2024
	£		£		£		£
Current liabilities
Trade payables	139,613		139,838		139,613		136,788
Other taxation and social security	1,206		14,504		(5,257)		13,294
Accrued expenditure and deferred revenue	44,675		45,000		47,568		45,000
Other payables	59,270		41,048		59,270		59,270
Loans (Note 21)	28,865		-		28,865		-
Amounts owed to group undertakings	-		-		-		556,500
Total	273,629		240,390		270,059		810,852

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The directors consider that the carrying amount of trade payables approximates to their fair value due to their short-term nature.

Contingent consideration arising from business combinations is held at fair value at each reporting date. The fair value of remaining contingent consideration at 30 June 2025 was assessed as £59,270 (2024: £59,270).

 

21.    LOANS

Overall loan movements/disclosure
	Convertible loan	Short term loan	Total
	-liability element
	£	£	£
At 1 July 2024	-	-	-
Additions	9,664	50,000	59,664
Effective interest	14,117	13,350	27,467
Repayments	-	(34,485)	(34,485)
Remeasurement	(23,781)	-	(23,781)
At 30 June 2025	-	28,865	28,865

 

 

In December 2024 the Company obtained a short term, unsecured loan of £50,000 from a boutique lender to cover short term working capital requirements. The loan is repayable in 12 payments of £5,748 and therefore the effective interest rate is 86.5%. There are no financial covenants associated with the loan and it will be fully repaid by December 2025. Interest recorded in profit or loss in the year to 30 June 2025 in respect of this loan is £13,350.  David Halley, Director, has issued a personal guarantee in favour of the lender in respect of the short term loan.

 

In September 2024 the Company entered into a Convertible Loan Agreement with Charles Street International Limited which is beneficially owned by Robert Keith, a substantial shareholder of Gfinity plc.  The loan bears no interest and is convertible by the noteholder at any time until the maturity date.  If not converted by the maturity date of September 2027 the note automatically converts to equity at a fixed price of £0.00015p.

 

Therefore, the note is considered to pass the fixed for fixed test and a substantial portion of the loan is treated as equity. The only circumstance that the loan may be repaid in cash is to the extent that, at the conversion date, the noteholder would hold greater than 30% of the issued share capital of Gfinity plc.

 

Given that conversion as at the grant date would have triggered a small element of cash repayment, a liability element was calculated and recognised.  Subsequently the liability component was remeasured as a result of a issues of new shares in which the noteholder did not participate and which brought the expected future cash outflow to nil.  The assessed equity element at the date of grant was £110,336 and this has been recorded as a separate reserve within equity.

 

For the purpose of discounting future potential cash payments in establishing the liability component, the market borrowing rate was based on the effective interest rate of the short term loan referred above.

 

In light of the remeasurement in the year, a remeasurement gain of £23,781 was recorded in profit or loss.

 

Neither loan gives rise to interest rate risk, and liquidity risk is assessed as immaterial given the limited cash outflows expected. If the noteholder of the convertible loan had converted their notes in full as at 30 June 2025, the cash payment would have been £nil.

 

Both loans are presented as current liabilities.

 

An analysis of net debt for the year to 30 June 2025 is as follows:

Net debt
	Opening	Loans drawn	Cash flows	Other movements	Closing
Cash	23,155	170,000	(55,277)	0	137,878
Loan liabilities	-	(59,664)	34,485	(3,686)	(28,865)
Net debt	23,155	110,336	(20,792)	(3,686)	109,013

 

There were no loans at 30 June 2024.

22.    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company uses a limited number of financial instruments, comprising cash, loans, and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments. All of the Company's financial instruments are measured at amortised cost other than contingent consideration arising on business combinations which is held at fair value at each reporting date.

 

The Company's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

Credit risk

 

The Group and Company's principal financial assets exposed to credit risk are cash and trade and other receivables.

 

Bank balances are held by established banks with high credit ratings assigned by independent credit rating agencies. Management is of the opinion that bank balances do not represent a significant credit risk.

 

As the Group and Company do not hold security against bank balances or trade and other receivables, its credit risk exposure is as follows:

 

Group				Company
Year to 30 June 2025		Year to 30 June 2024		Year to 30 June 2025		Year to 30 June 2024
£		£		£		£
508,516		359,245		480,762		333,189

 

The Group trade receivables balance represents amounts due from third parties. At the balance sheet date, the Group's trade receivables totalled £129,939 against which an expected credit loss provision of £10,650 had been raised (2024: £346,740 less a provision of £10,650).

 

The Company's other receivables include £592,710 of inter-company funding (2024: £611,439) and this receivable is provided against in full due to uncertainty of the timing over which the respective subsidiaries will be in a position to reimburse these amounts.

 

The Group's policy is to raise expected credit loss provisions where payments have been not received within the contractual due date.  The Group continues to seek to collect all debts until such time as a debt it written off. 

 

The Group writes off debt when it considers that there is no prospect of recovery, for example when a debtor enters into administration, or the Group is aware of other factors indicative of this outcome.

 

At the balance sheet date, one customer represented 66% of gross Group trade receivables.  This amount was collected in full after the balance sheet date. Other receivables includes £200,000 of unpaid subscriptions for shares which was received in full after year end.

 

There were no contract assets at 30 June 2025.

 

Liquidity risk

 

All trade and other payables are due for settlement within one year of the balance sheet date. The use of instant access deposits ensures sufficient working capital is available at all times. 

 

The maturity of loans as at 30 June 2025 was:

 

Short term loan - £28,865 wholly repayable within one year.

Convertible loan - only repayable in cash where the noteholder would have a resulting shareholding of 30% or more.  At 30 June 2025, the likelihood of this event was considered remote and therefore the instrument is expected to be settled fully in shares.

 

There were no loans at 30 June 2024.

 

Foreign exchange risk

 

The Company operates in overseas markets by selling directly from the UK, owns an overseas subsidiary and reports in GBP. It is therefore subject to currency exposures on transactions while the Group is subject to currency exposures on consolidation of the overseas subsidiary.

 

The majority of revenue is billed in United States Dollar (USD).

 

 

Financial instruments held by the Group and Company and their carrying values were denominated in currencies as follows:

 

	Group
	Year to 30 June 2025								Year to 30 June 2024
	USD ($)	EUR (€)		GBP (£)					USD ($)	EUR (€)		GBP (£)
Trade and other receivables	80,792	-		289,792					275,792	528		128,263
Cash	16,839	7,828		113,211					16,769	-		9,899
Trade and other payables	(41,336)	-		(232,293)					(21,801)	-		(130,768)
	Company
	Year to 30 June 2025								Year to 30 June 2024
	USD ($)		EUR (€)		GBP (£)				USD ($)		EUR (€)		GBP (£)
Trade and other receivables	61,616		-		289,792				255,192		528		127,905
Cash	14,248		7,828		113,211				9,964		-		5,865
Trade and other payables	(37,766)		-		(232,293)				(11,878)		-		(127,398)

 

As the Group hold both trade receivables and trade payables in USD, the resulting sensitivity to changes in USD exchange rates are immaterial.

 

Fair value estimation

The aggregate fair values of all financial assets and liabilities are consistent with their carrying values due to the relatively short-term maturity of these financial instruments.

 

Cash is accessible on demand and therefore its carrying value approximates to fair value.

 

Capital management

The Company is funded through shareholders' funds and loans.

 

If financing is required, the Board will consider whether debt or equity financing is more appropriate and proceed accordingly. The Company is not subject to any externally imposed capital requirements.  

            

23.    SHARE BASED PAYMENTS

Equity-settled share option plans

The Company operates a share option scheme for directors and employees of the Group.  All share options are equity-settled.

 

The table below summarises movements in the number of share options in issue in the year:  

 

Share options	Number			Weighted average exercise price (£)
Share options as at 30 June 2023	34,850,000			0.0257
Share options granted	479,262,889			0.0006
Share options forfeited	(22,447,000)			0.0142
Share options exercised	-			-
LTIP share options as at 30 June 2024	491,665,889			0.0018

  

Share options as at 30 June 2024	491,665,889		0.0018
Share options granted	40,000,000		0.0011
Share options forfeited	(36,893,000)		0.0091
Share options exercised	-		-
LTIP share options as at 30 June 2025	494,772,889		0.0012

 

 

Options vest over periods defined in the respective option agreements. Options issued in the year were valued using a Black Scholes model with the following inputs: exercise price 0.11p, price at grant 0.12p, volatility 230%, risk free rate 3.78%, dividends nil. Exercise period 10 years. An expense of £20,197 was recorded in profit or loss in respect of newly issued share options. The options issued in the year vest 25% on grant, 25% after one year, 25% after two years and 25% after three years.

 

Volatility was derived using the company's own share price history prior to the date of grant.

 

The exercise prices of options outstanding at 30 June 2025 range from 0.06p to 6.25p (2024: 0.06p to 6.25p).

 

The number of share options exercisable at 30 June 2025 was 464,772,889 (2024: 246,935,895).

 

The weighted average remaining exercise period of options at 30 June 2025 was 6.8 years (2024: 7.5 years)

 

Of the options outstanding at the year end, 416,883,590 (2024: 416,883,590) were held by directors. Details of all options and warrants held by directors are contained within the Directors' Remuneration Report.

 

The inputs into option pricing models for earlier issues are available in previous annual reports. All share options were valued using Black Scholes models. All share options were granted at an exercise price equivalent to the market price at the date of grant.

 

All options are held in Gfinity plc with no options held over any of the Group's subsidiaries.

 

The total expense in profit or loss for the year was £46,117; comprising £20,197 relating to share options issued in the year end £25,920 relating to share options issued in previous accounting periods.

 

24.    WARRANTS

The Company has granted warrants over Ordinary Shares as outlined in the table below.

            

	Number		Weighted average exercise price (£)
Warrants

Warrants as at 30 June 2023	1,373,053,333		0.0022
Warrants granted	75,990,299		0.0006
Warrants exercised	-		-
Warrants lapsed/forfeited	-		-
Warrants as at 30 June 2024	1,449,043,632		0.0021

 

Warrants as at 30 June 2024	1,449,043,632		0.0021
Warrants granted	630,285,714		0.0011
Warrants exercised	-		-
Warrants lapsed/forfeited	(1,373,053,333)		0.0022
Warrants as at 30 June 2025	706,276,013		0.0010

            

603,285,714 warrants were issued in the year.  All warrants were issued to investors and not in exchange for services and so are outside the scope of IFRS 2.  No separate value has been apportioned to warrants which are issued as an incentive for shareholders to invest. All warrants have an exercise period of 18 months from grant except for 75,990,299 warrants granted in FY24 which have an exercise period of 2 years.

The weighted average remaining life of warrants at 30 June 2025 was 14 months.

The range of exercise prices of warrants in issue at year end was £0.0006 to £0.0015.

All warrants in issue were exercisable at year end.

In addition to the warrants described above, 416,000,000 of the warrants issued in the year came with an additional 416,000,000 Incentive Warrants.  The Incentive Warrants will be exercisable once the initial warrants are exercised and will be exercisable within the existing exercise period at a price of £0.002.

The Incentive Warrants are not considered to be in issue until such time as the initial warrants are exercised.

25.    RELATED PARTY TRANSACTIONS

The Directors' Report provides details of director remuneration and share options and warrants held by the directors at the end of the period.

 

Transactions and balances with Group subsidiaries in the year:

 

CEVO:

During the year, the Company advanced cash of £0 (2024: £0) to Cevo and Cevo incurred costs of £0 (2024: £0) on the Company's behalf.  The year end amount repayable to the Company was £592,710 (2024: £592,710). The full amount was provided against as at year end.

 

Megit:

During the year, the Company incurred costs of £0 (2024: £231,056) on behalf of Megit.  Megit advanced cash of £0 to the Company and incurred costs on behalf of the Company of £0 (2024: £0).  At 30 June 2024 the company owed £556,500 to Megit.  Amounts to Megit were released in full in the year, and Megit was dissolved on 17 June 2025.

 

Transactions with other related parties in the year:

 

David Halley, a Director, subscribed for shares in the Company for a total of £30,000 in February 2025.

 

During the year, the company incurred Consultancy costs of £0 (2024: £24,000) from The 1^st Drop Limited. At year end the Company owed £12,000 to The 1st Drop Ltd (2024: £12,000). Neville Upton is a director of The 1^st Drop Limited.

 

During the year, the Group incurred costs of £9,425 (2024: £349,005) on behalf of Athlos Game Technologies Ltd ("Athlos").  The Group also recharged costs to Athlos of £210,317 (2024: £349,005), recorded within Revenue.  No margin is applied to the recharges.  The year end amount payable to the Group was £51,349 (2024: £41,924). David Halley is a director and the beneficial owner of Athlos.  The amount receivable from Athlos by the Company at 30 June 2025 was £26,186 (2024: £16,761).  Costs of £9,425 were incurred by the Company on behalf of Athlos in the year.

 

All of the above balances are interest free, repayable on demand and unsecured.

 

26.    PROVISIONS

The Group created a provision during 2023 in view of restructuring activities undertaken in that year.  The Directors consider that certain possible costs previously provided for are no longer probable and have released the full provision of £92,640 into profit or loss.  Therefore the directors consider that this amount represents a contingent liability at year end.

 

	Year to 30 June 2025		Year to 30 June 2024
	£		£
At 1 July	92,640		238,237
Additions	-		-
Utilised	-		69,978
Released	92,640		75,619
At 30 June	-		92,640

 

27.    EVENTS AFTER THE REPORTING PERIOD

In November 2025 the Company raised £355,000 through the issue of 747,368,421 ordinary shares at a price of £0.00475 per share. Each investor received one warrant for every four shares purchased, exercisable at £0.0095 per warrant for a period of 18 months. Additionally, 31,052,631 shares were issued in settlement of broker fees of £14,750.

 

28.    CONTROL

The Directors consider that there is no overall controlling party.

 

29.    DERIVATIVE CALL OPTION

 

 At the year end the Group held a call option over 100% of the issued share capital of 0M Technology Solutions Limited.  The Directors consider the fair value to be nil.  The factors applied in this assessment are given in Note 3.

 

30.      RESTATEMENT

 

The Directors have reviewed the allocation of certain costs incurred in the year to 30 June 2024 and determined that certain expenses are better presented as Cost of Sales instead of Administration expenses.  £349,005 has been represented as Cost of Sales rather than Administration Expenses in the prior year.  This adjustment has no impact on the reported result for the year or the reported Loss Per Share.

 

ENDS