This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

26 June 2025

Mirriad Advertising plc

("Mirriad" or the "Company")

Audited results for the year ended 31 December 2024

Mirriad, a leading in-content advertising company, announces its audited results for the year ended 31 December 2024 ("2024").

Financial summary

•           Decrease in revenue to £1.00m (2023: £1.80m) following decline in US markets

•           Adjusted EBITDA* loss decreased to £8.3m (2023: £10.4m) and cash consumption decreased to £7.4m (2023: £10.5m) following further restructuring in the year

•           Statutory loss for the year £8.4m (2023: £10.9m)

•           Net cash at 31 December 2024 of £4.8m (2023: £6.1m)

•           Net assets at 31 December 2024 of £4.8m (2023: £6.6m), tracking cash holding

* Defined as operating loss adjusted for depreciation, amortisation and share-based payment expense

Post year end highlights

•       Significant restructuring of the Group announced on 13 May 2025 including a joint venture agreement relating to US operations with a JV Partner acquiring the exclusive right to market VPP to Mirriad's existing US media partners in return for a one-off £0.2 million payment and a revenue share

•           Placing raising £1.5m (gross) together with retail offer raising a further £0.1m

•     Further significant cost saving measures implemented to reduce the Group's monthly cost base to approximately £250,000, with the planned cost savings being primarily achieved through a c. 40% reduction in staff numbers, with the majority of headcount reduction being implemented in the UK and US

•           Focus on EMEA market to drive growth

Current trading and outlook

Revenue to the end of May 2025 was around £200k split roughly evenly between the US (pre joint venture) and EMEA. Our current pipeline is possibly the strongest we have ever seen in Europe with our first six figure deal in the region contracted and beginning production to start airing over Summer (as currently scheduled), and multiple other similar sized deals being targeted and in discussion. In Germany we already have a follow-up booking contracted with the major retailer Lidl for the Christmas season and are at varying stages of negotiation with many of Germany's largest media spenders, including returning clients, for deals across Q3 and Q4. We remain in substantive discussions in relation to the proposed services agreement with a leading Middle East-based broadcast and streaming company which we referenced in the Placing and Retail Offer announcement of 13 May 2025.

Cash at bank at the end of May was approximately £2.1m, prior to the receipt of c. £1.4m net proceeds from the placing and retail offer, £0.2m from our US Joint Venture partner and approximately £0.9m of costs relating to the restructuring exercise undertaken at that time.

Louis Wakefield, CEO of Mirriad, said: "2024 was a year of considerable challenge for Mirriad; however, with the US joint venture and associated restructuring now complete, I believe we are now well-placed to benefit from the new organisational structure in the U.S whilst being able to focus on driving growth from the European market"

For further information please visit www.mirriad.com or contact:

Notes to Editors

About Mirriad

A leader in virtual product placement and in-content advertising, Mirriad's multi-patented and award-winning platform dynamically inserts products and brands into Television, SVOD/AVOD, Music, and Influencer content. Mirriad creates net-new revenue opportunities for content owners with an ad format that virtually integrates brands in entertainment content, drives exceptional performance for advertisers and dramatically improves the viewing experience.

Mirriad currently operates in Europe and India.

Forward looking statements

Certain information contained in this announcement, including any information as to the Group's strategy, plans or future financial or operating performance, constitutes "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" "could" "targets" "assumes" "positioned" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industries in which the Group operates. The directors of the Company believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. Forward-looking statements are not guarantees of future performance. Even if the Group's actual results of operations, financial condition and the development of the industries in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

Chairman's statement

I joined your board as Chair Elect on 12 June 2024 and took over as Chair when John Pearson stood down as Chair at the AGM on 28 June 2024. He kindly stayed on the Board until he resigned as a director in September. I would like to thank him for his support and smooth handover.

2024 and 2025 to date have been very difficult times for Mirriad. Our revenue expectations in the USA were missed as broadcasters, agencies and brands delayed, deferred and cancelled marketing campaigns using Mirriad's VPP technology. Whilst we did significantly reduce our cost base, our burn rate remained far too high for the level of activity.

Coming into 2025 we were in merger discussions with another AIM-quoted company on an all-paper combination deal which could have halved our cost base as part of a combined group and also would have accelerated our revenue line. However, after nearly four months of due diligence and with their board being excited about the combination, they decided not to proceed. This further disappointment led the Board to act dramatically, and we decided that Mirriad needed a change of leadership and strategy. We were delighted to appoint Louis Wakefield, who had been running our successful European sales efforts, to be our new CEO, and to focus the business on direct sales only in the EMEA region.

We were able to announce and close a joint venture with a US partner for an upfront cash payment of £200k, a revenue share and the removal of all our US costs. This allowed us to very materially reduce our monthly cost base whilst retaining our capability to service our EMEA clients directly and gain revenue from our US partner.

As our costs are mainly people-related we had to reduce our head count across the UK and US. This meant that we sadly had to say goodbye to many colleagues who had tried to make Mirriad achieve commercial success. I would especially like to thank the Board members who have left or will be leaving us in 2025: Stephan Beringer, Bob Head and Nicole McCormack. I would also like to say a special thanks to director and CFO Nic Hellyer who will also be stepping down in due course and leaving the Group after the completion of the audit and a suitable handover period.

We are excited for Louis' new leadership direction and strategy, and JoAnna and I look forward to supporting him to execute it. We will embrace with partners to deliver near term revenue to drive towards being cash flow positive, and also to showcase Mirriad's excellent VPP capability.

I would like to thank our shareholders for supporting us over the past year and in particular those that participated in our recent fundraise.

James Black

Non-executive Chair

Chief Executive Officer's Statement

2024 presented significant challenges for the broader media industry and for Mirriad. Management took action to address those challenges, however, continuing delays with content clearances from partners in the US and the lack of engagement from agency partners from the limited opportunities cleared meant that US revenues continued to disappoint. This was further compounded by strong macro-economic winds and political uncertainties.

In contrast to the US, our operations in key European (excluding Middle East) markets grew steadily, achieving approximately 40% growth compared to FY2023 - in some key regions, growing at a rate significantly above the YoY industry average. We believe these markets demonstrate the potential for Mirriad to drive success when the business is not operating during a period of economic headwinds or internal structural challenges for our partners, like those seen in the US.

This potential, along with the pressing need to address our cost-base, was a key factor in the decision taken in May this year to enter into the joint venture arrangements with a US adtech partner in respect of our US operations. This transaction, which we entered into with effect from 1 June 2025, resulted in the joint venture partner acquiring the exclusive right to market VPP to Mirriad's existing US media partners in return for a revenue sharing agreement and a one-off cash payment £0.2m. Crucially, this structure also provides for the costs of the US operation, including staff, to be met by the joint venture partner, thus enabling us to capitalise on the momentum we have managed to generate in the region to date in a profitable way for the first time. In the longer term we expect to be able to derive further operational benefits from the combination of our respective tech platforms and increased scale.

We believe that the enhancements offered by the joint venture partner, the implementation of our cost-cutting plans (which will bring our overall monthly cost base down from around £650-675k in April this year to a run rate of around £250k a month) and the potential for growth outside of the US gives us a strong reason to be optimistic about the potential of the Group. At the time of the fundraise we stated that the net proceeds of the fundraise and joint venture, together with our existing cash balance, and payment of the accrued R&D tax credit for the year ended 31 December 2024 would provide the Group with a cash runway of not less than 12 months, assuming cash receipts from sales of not less than £1.2 million in the 12 months from the announcement. With stringent cost control this minimum sales figure is now slightly lower; however, with our usual limited visibility over future revenue prospects there can be no guarantees that these revenues will be achieved, and the business will face challenges as we evolve towards the new structure. However, based on our pipeline, we remain confident that this revenue target is achievable and we look forward to updating shareholders on our continued progress in due course.

Louis Wakefield

Chief Executive Officer

Financial review

PROFIT AND LOSS

Revenue for the year was £1.0m (FY23 £1.8m), comprising £0.66m from our US operations (FY23: £1.43m) and £0.34m from EMEA (FY23: £0.36m). The US result reflects a lack of contributions from partners' sales and no contributions from US Network upfronts negotiations which had otherwise been expected.

Cost of sales increased to £349k (FY23: £313k) largely due to inflationary increases in the Mumbai office. Given the decreased revenues, there was a decline in gross profit to £0.65m (FY23: £1.49 million).

Our overhead base (i.e. administrative expenses excluding depreciation and share-based payments) reduced from around £11.9m in 2023 to around £8.9m in 2024. This was largely a result of the significant cost cutting undertaken in 2023, as part of the May 2023 fundraising, but also reflects further cost-cutting in 2024, including staff (total staff costs falling from £8.4m to £6.5m) as well as the surrender of the lease over the London office which (including utilities) was costing around £550k a year. Inevitably this cost cutting came at some cost to investment in the platform, and this was most noticeable in the delays to the launch of the programmatic offering.

The Group keeps costs under close review and, since the year end has completed a major restructuring of the Group, with the US operations being restructured with a US-based tech partner taking an investment in our US subsidiary, and the UK/EMEA operations (and in particular the development part of the technology team) being considerably reduced. This will result in further administrative cost savings reducing the monthly run rate operating costs of the business to around £250k.

Trade and other receivables at the year end were £1.46m (FY23: £2.29m) of which £1.03m (FY23: £1.73m) related to trade receivables. Trade receivables represent gross amounts billed to end customers of which approximately £623k (FY23: £997k) was due to be paid to intermediaries (such creditor balances being recognised in trade creditors and other payables and revenue recognised net). Mirriad contracts usually provide that creditor balances on such contracts are only payable once the gross receivable balance has been received. Since the year end all bar £16k of the gross trade receivables amount has been received.

Mirriad continues to review and monitor the application of IAS 38 with respect to the capitalisation of development costs. At the present stage of revenue growth, and as in recent years, we take the view that it would be inappropriate to capitalise any development costs in 2024. The income statement includes £3.1m (FY23: £3.3m) of staff costs and £0.7m of IT and software costs (FY23: £0.9m) related to research and development ("R&D") activity, an overall decrease of around 10% year on year. This policy will be kept under review.

EBITDA and net profit

The decrease in operating costs and decrease in gross margin fed through to adjusted EBITDA (excluding share‑based payment expense) with EBITDA loss decreasing to £8.3m (FY23: £10.4m). Likewise, the statutory loss before tax decreased to £8.73m (FY23: £11.37m).

Taxation

The Group has not recognised any tax assets in respect of trading losses arising in the current financial year or accumulated losses in previous financial years. The tax credit recognised in the current and previous financial years arises from the receipt in cash of R&D tax credits.

Earnings per share

Loss per share decreased as a result of the increased loss for the period on an increased share capital. The loss per share for 2024 was 1.0p per share (FY23: loss of 2.7p per share).

CASH FLOW

Net cash used in operating activities was £7.4m (FY23: £10.5m) as the decrease in operating costs flowed through to cash. The Group expended £20k (FY23: £39k) of capital expenditure on tangible assets in the year.

Net proceeds from the issue of Ordinary Shares in May and June 2024 totalled £6.3m following the successful fundraise.

BALANCE SHEET

Net assets decreased to £4.7m (FY23: £6.6m) as a result of the losses for the year. Cash and cash equivalents at 31 December 2024 were £4.8m (FY23: £6.1m).

GOING CONCERN

The financial statements have been prepared on a going concern basis notwithstanding the Group having made a loss for the year of £8.4m (FY23: £10.9m). The going concern basis assumes that the Group and Company will have sufficient funds available to continue to trade for the foreseeable future and not less than 12 months from the date of approving these financial statements. The Group's cash balance was £4.8m at the year end and the Group remains debt free with no external borrowing.

The Company announced a successful Placing and Retail Offer that raised approximately £1.4m after costs on 13 May 2025, which completed on 4 June. After making enquiries and producing cash flow forecasts for the period up to 31 December 2025, the Directors have reasonable expectations, as at the date of approving the financial statements, that the Company and the Group will have adequate resources to fund the activities of the Company and the Group for at least the next 12 months from the date of approving these financial statements.

The Group and Company's base case forecast suggests that the Group will not require additional external funding to be able to continue as a going concern. Revenue in this base case forecast is expected to be largely flat against the revenue recorded in the year ending 31 December 2024, however, the base case forecast assumes (i) growing EMEA revenues from £0.35m in the year ended 31 December 2024, to £0.85m in the forecast 12 month period, and (ii) as a result of the restructuring of the Group, which completed in June 2025, a substantial reduction in revenue from the US business from £0.66m in the year ended 31 December 2024 to £0.18m in the forecast 12 month period.

The Directors' base case forecast has been made in light of well advanced negotiations with a previous customer of the Group which, if completed, would result in a material amount of revenue being recognised in the 12 month review period. Only a small proportion of the forecast revenues are contractually committed at the date of approval of the financial statements. In combination with the uncertainty over the level of new business the Group will be able to secure in the forecast period, in a severe but plausible downside scenario, revenue may be substantially lower than in the base case forecast.

The forecast model suggests additional funding would only be required within 12 months of approving these financial statements if the Group achieves annualised revenue less than approximately £0.3m in the review period, representing a fall of at least 70% from these base case assumptions, and when also allowing for projected winding up costs. Such funding is not currently committed.

These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's and the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group and the Company were unable to continue as a going concern.

EVENTS AFTER THE REPORTING PERIOD

On 13 May 2025 the Company announced a significant restructuring of its operations (including a joint venture agreement relating to those operations in the US) and a proposed fundraising that raised £1.6m before fees. The Directors identified cost saving measures to reduce the Group's monthly cost base to approximately £250k, with the planned cost savings being primarily achieved through a c. 40% reduction in staff numbers and the majority of that headcount reduction being implemented in the UK and US. All of these funds, as well as the £0.2m from the joint venture partner, was received prior to the approval of these financial statements.

Consolidated statement of profit or loss

All activities are classified as continuing.

Consolidated statement of comprehensive income

Items in the statement above are disclosed net of tax.

Consolidated balance sheet

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes to the consolidated financial statements

For the year ended 31 December 2024

NB this summary announcement is extracted from the full financial statements and the Notes section is not reproduced in full.

5. SEGMENT INFORMATION

The amount of revenue from external customers by location of the Group billing entity is shown in the tables below.

Revenues of £212k (2023: £515k) are derived from a single external customer based in the US. None of the total revenue recognised for the year was recognised over time (2023: nil) and £1,003k was recognised at a point in time (2023: £1,803k).

Loss before tax

The EBITDA is the loss for the year before depreciation, amortisation, interest and tax. The loss before tax is broken down by segment as follows:

6. OPERATING LOSS

The Group operating loss is stated after charging/(crediting):

The Employee benefits numbers above include £3,079k (2023: £3,260k) related to Research and Development activities. Other general and administrative costs include legal and professional fees, IT infrastructure and software-related costs, of which £695k (2023: £947k) is related to Research and Development activities, property costs, marketing and research costs.

During the years indicated the Group obtained the services from and paid the fees of the Group's auditors as detailed below:

Non-audit fees payable to Cooper Parry were £nil (2023: PricewaterhouseCoopers LLP £nil).

10. INCOME TAX CREDIT

UK corporation tax credit relates to R&D tax credits receivable by the Group and represents the full balance included in Other current assets in the Group balance sheet.

14. TRADE AND OTHER RECEIVABLES

15. TRADE AND OTHER PAYABLES AND PROVISIONS

As at 31 December 2024 the deferred revenue balance was £nil (2023: £3k).  At the end of December 2023, the largest individual deferred revenue balance was £3k, related to Black C Media.

21. CASH USED IN OPERATIONS

25. EVENTS AFTER THE REPORTING PERIOD

On 13 May 2025 the Company announced a significant restructuring of its operations (including a joint venture agreement relating to those operations in the US) and a proposed fundraising. The Directors identified cost saving measures to reduce the Group's monthly cost base to approximately £250,000, with the planned cost savings being primarily achieved through a c. 40% reduction in staff numbers, with the majority of headcount reduction being implemented in the UK and US.

The proposed fundraising comprised:

(1) a conditional fundraising (the "Placing") to raise a minimum of £1.5 million through a placing of a minimum of 15,000,000,000 new ordinary shares of £0.00001 each in the capital of the Company ("Ordinary Shares") to new and existing institutional investors ("Placees") at an issue price of 0.01 pence per new Ordinary Share (the "Issue Price"); and

(2) a separate conditional retail offer to existing shareholders to raise up to approximately £0.2 million (before expenses) at the Issue Price (the "Retail Offer")

The Company also announced that (3) it had entered into non-binding heads of terms ("HoTs") with a US tech company (the "JV Partner") which, subject to entering into a formal joint venture agreement (the "JV Agreement"), would acquire the exclusive right to market VPP to Mirriad's existing US media partners in return for a one-off £0.2 million payment (the "JV Contribution") and a revenue share.

Following the signing of the HoTs with the JV Partner, discussions and negotiations with the JV Partner continued, leading to definitive documentation being entered into on 1 June 2025. This definitive documentation comprised:

(1) a securities purchase agreement with the JV Partner (the "Securities Purchase Agreement") with respect to the purchase by the JV Partner of 19.9% of the issued common stock of Mirriad Inc. which represent approximately 19.9% of Mirriad Inc., for an aggregate purchase price of £0.2 million to be paid in cash by the JV Partner (representing the JV Contribution contemplated in the HoTs ); and

(2) an omnibus agreement with Mirriad Inc. and the JV Partner which contains the following material terms: (i) a net revenue sharing arrangement in respect of the revenue generated by Mirriad U.S. from its existing sell-side media partners in the United States; (ii) an agreement that, following Closing, the JV Partner shall provide, at its own expense, a number of administrative services to, and will run and operate, Mirriad U.S., at its own cost.

The Placing and Retail Offer were approved at the General Meeting of the Company held on 2 June and hence the Company raised gross proceeds of approximately £1.6 million (approximately £1.4m net of the costs of the fundraising and the JV Agreement) and the JV Agreement became effective on 4 June.

General

Audited accounts

The financial information set out above does not comprise the Group or the Company's statutory accounts. The Annual Report and Financial Statements for the year ended 31 December 2023 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements ("Annual Report") for the year ended 31 December 2023 was unqualified, but did draw attention to indicate the existence of a material uncertainty which may cast significant doubt about the Group's and the Company's ability to continue as a going concern. That Annual Report did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The Independent Auditors' Report on the Annual Report for the year ended 31 December 2024 is unqualified, but does draw attention to indicate the existence of a material uncertainty which may cast significant doubt about the Group's and the Company's ability to continue as a going concern. The Annual Report for 2024 does not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The Annual Report, together with notice of the annual general meeting, are expected to be posted to shareholders shortly.  Copies will also be available on the Company's website (www.mirriad.com).

As this summary announcement is extracted from the full financial statements, certain references may refer to notes which are not included herein, and the Notes section is not reproduced in full.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group together with actions being taken to mitigate them and future potential items for consideration will be set out in the Strategic Report section of the Annual Financial Report 2024.

Presentation of figures

Figures may be rounded to the nearest £0.1m, £0.01m or £'000 as the case may be. Percentage increases or decreases stated above are based on the figures as rounded. Minor differences may arise in tabulation and figures presented elsewhere due to rounding differences.

This announcement was approved by the Board of Directors on 25 June 2025.