REG - Dianomi PLC - Half-year Report
24/09/2025 07:00
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RNS Number : 5300A Dianomi PLC 24 September 2025
Dianomi plc
("Dianomi", the "Company" or the "Group")
Interim Results
Dianomi, a leading provider of native digital advertising services to premium
clients in the Business, Finance and Lifestyle sectors, announces its
unaudited interim results for the six months ending 30 June 2025.
Financial Headlines
· Revenue decreased 7% to £13.2 million (H1 2024: £14.2
million) reflecting lower publisher traffic levels and softer advertiser
demand in a challenging market environment, as well as FX headwinds
· Gross margin of 25.5% (H1 2024: 26.2%)
· Adjusted EBITDA loss* of £0.6 million (H1 2024: profit of £0.1
million) following planned investment in sales capability
· Loss per share* of 2.63 pence (H1 2024: loss of 0.22 pence per
share)
· As at 30 June 2025 the Company had no borrowings and cash of
£5.7 million (31 December 2024: cash of £8.8 million, 30 June 2024: £8.1
million)
Operating Headlines
· Attracted 43 new high-quality advertisers in the period, up 59%
on last year
· Added two major publishers to the platform after successful
trials
o CNN News
o AP News, now a top ten publisher
· Successful launch of pre-packaged premium audiences known as
'Dianomi Audiences' which are fast becoming the preferred option amongst
customers to target specific readership groups
· Readership levels across certain digital publishers face
headwinds from AI news summaries taking market share, however, we are seeing
stability within our premium publisher partnership base, who retain loyal
readers and are not reliant on Google referral traffic
· Strategic investment placed behind expanding the Group's
capabilities:
o Enlarged global sales team with high calibre hires from the likes of Meta
and the Financial Times
o Launch of Dianomi Insights - unique data sets providing new perspectives
for global brands to better understand their profiles in the media
o Operational improvements and efficiencies driven by AI technologies
o Entered the Affiliate Marketing space following their shift to a cost per
click pay model which naturally suits the Dianomi platform
Trading Post HY
· Positive scaling of new publisher partnerships with CNN and AP
News, with further opportunity for expansion
· Pipeline of new advertisers building
· Revenue in July and August was flat year on year but positive
signs from new budgets commencing in September indicate a stronger second-half
of the year
Rupert Hodson, Chief Executive Officer of Dianomi, said:
"Macroeconomic conditions have been turbulent in 2025 which naturally impacted
our trading performance. That said, we continued to attract new, premium
advertisers and publishers. Furthermore, behind our headline numbers, we have
been investing in expanding the team, particularly our global sales function,
launching new sector-targeted products and harnessing AI to drive operational
efficiencies. These key and significant investments reflect our belief in the
unique strengths of the Dianomi platform. No other digital ad company can
offer the same premium collection of leading US financial mega-brands under
one roof. This view is also shared by major publishers, as shown by CNN's
decision in June to extend its relationship with Dianomi from CNN Business to
the whole of CNN. While there is still work to do, we expect the benefit of
the investments being made will start to come through in the current year and
in full during 2026."
* Adjusted EBITDA is calculated as loss or profit after tax before deducting
net finance costs, tax, depreciation and share-based payment charges
** Adjusted to exclude share-based payments.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014.
For further information contact:
Dianomi Tel: +44 (0)207 802 5530
Rupert Hodson (Chief Executive Officer)
Charlotte Stranner (Chief Financial Officer)
Panmure Liberum (NOMAD and Broker) Tel: +44 (0)207 886 2500
Emma Earl/ Freddy Crossley, Corporate Finance
Rupert Dearden, Corporate Broking
Novella Communications Tel: +44 (0)203 151 7008
Tim Robertson / Safia Colebrook
dianomiplc@novella-comms.com
About Dianomi
Dianomi, established in 2003, is a leading provider of native digital
advertising services to premium clients in the Business, Finance and Lifestyle
sectors. The Group operates from its offices in London, New York and Sydney.
The Group enables premium brands to deliver advertisements to a targeted
audience on the desktop and mobile websites, mobile and tablet applications of
premium publishers. It provides premium advertisers, including blue chip names
such as Charles Schwab, Invesco and Baillie Gifford, with access to an
international audience of over 400 million devices per month through its
partnerships with over 250 premium publishers, including blue chip names such
as Reuters, CNN Business, the Times and WSJ. Adverts served are contextually
relevant to the content of the webpages on which they appear and mirror the
style of the page, which enhances reader engagement.
Chief Executive's Statement
Introduction
The first half of 2025 unfolded against a backdrop of cautious advertiser
sentiment and macroeconomic volatility. Nonetheless, we continued to attract a
growing number of leading new advertisers and publishers to our expanded
full-service digital advertising platform, a clear testament to the appeal of
our unique, premium offering. Alongside this, we have been investing
significantly behind our global sales team, to broaden our advertiser base and
into developing our product portfolio to extend our capabilities and offering.
All whilst retaining a healthy cash position, leaving us well positioned to
pursue growth opportunities as they arise and strengthen our operations.
Operating Review
Average advertiser spend remained broadly stable at £113.1k (H1 2024:
£117.7k) despite the tough market environment reflecting the underlying
resilience of the business. We are also encouraged by the new business
momentum we have seen, with over 40 new advertisers joining our platform in
the period, up 59% year-on-year. Whilst the overall number of advertisers was
down from 221 in the first half of 2024 to 197 in the current period, since
the period end, we have welcomed back a number of previous advertisers and
added over 20 new ones.
Our publisher base decreased to 285 (H1 2024: 289), with mainly smaller
publishers coming off the platform demonstrated by the publisher churn by
revenue lost standing at only 2.8% (H1 2024: 4.6%). Furthermore, we continued
to strengthen our base with a number of new tier-one relationships. During the
period, we secured agreements with CNN News and AP News, both of which we have
continued to scale in the second half of the year and present further
opportunity for Dianomi. These partnerships underline Dianomi's ability to
attract world-class media brands and extend the reach and quality of our
network.
We also secured a new partnership with Microsoft Monetize, which gives us
access to their network of over 500,000 advertisers across 170 countries.
Subject to meeting our brand-safety standards, these advertisers are able to
bid on our publisher inventory, which will increase advertiser access to our
supply and further enhance our platform. The revenue being generated from this
partnership is currently small but growing.
Our programmatic capabilities allow advertisers to access our premium
publisher network and the wider web through automated, data-driven buying,
enabling greater scale, efficiency and precision in campaign delivery.
Programmatic distribution increased during the period, with an Aramco campaign
in Q1 targeting non-core countries, which drove programmatic supply revenue to
£857k, a 310% increase on the previous period (H1 2024: £209k).
In the last two years, we have worked effectively to expand our offering from
our historic native-only position to become a full-format digital advertising
platform. This gives advertisers the ability to deliver contextual messaging
that targets readers via a comprehensive suite of ad units.
Dianomi Audiences, being buyable audiences built using curated publisher
lists, contextual keyword targeting, and Dianomi's 1(st)-party historical
campaign data to optimize performance continue to be developed. Ad spend on
our platform targeting contextual audiences using Dianomi Audiences continued
to grow throughout the period.
In 2025 we introduced Dianomi Insights, an analytics tool designed to help
brands view how their media coverage truly compares with industry peers;
revealing not simply the number of articles published but more importantly how
many readers the articles attracted. This new level of data has proved to be
an effective marketing tool, and this year Dianomi Insights has published a
series of industry reports. With the help of AI, we continue to work on
enhancing our categorisation of publisher pages to provide deeper insights for
our advertisers about their brands and the sectors they operate in.
To further invest behind our full-service offering, we have expanded our
demand and supply teams, targeting a broader range of industry verticals
beyond just business and finance. In the period, we welcomed two senior hires
to the business; a Director of Luxury & Lifestyle Partnerships and a
Global Head of Publisher Partnerships. We are confident that they will help
drive our commitment to global collaboration across UK, US, and APAC regions.
We have also identified the affiliate advertising vertical as an area of
opportunity. Historically this sector focused on paying publishers purely on a
cost per sale basis, but with a recent expansion into cost per click
advertising and focus on performance marketing, it has now become a natural
opportunity for the Group. Dianomi has formed strong working relationships
with leading players such as Rakuten and Awin and the first project in this
market segment will be in the Gift space and will launch in October.
Market commentary
Our market is not changing in terms of macroeconomics, but perhaps more
prevalently we are seeing artificial intelligence (AI) influence, and perhaps
even rewire, the habits of both consumers and suppliers. Readership levels
across non-subscription publishers are being affected by the issue of "zero
click search" results, meaning readers are opting to scan AI summaries on
search engines, rather than click on and access full articles, which also
impacted our impression levels which were down 16% compared to the same period
last year. However, Dianomi is proving well placed to benefit from both
publishers and advertisers who, in the face of falling traffic levels across
non-subscription websites, are seeking the certainty of a premium platform,
with a captive market and a transparent cost structure. Furthermore, native
advertising often thrives in the early stages of any new platform, therefore
we believe that there is an opportunity to work with AI platforms to help to
monetise their content with targeted, contextual advertising and this is
something being explored.
Internally, Dianomi is exploring how AI can make our operations more efficient
and help the business grow. The engineering team has developed a new AI-driven
bidder trained on years of Dianomi campaign click data forming our unique
embeddings space. A cascade of deep neural network models is used to select
the best ad and compute an optimal bid at the per-request level. This
combination of our historical data with modern artificial intelligence
techniques enables Dianomi to set competitive bids while honouring budget and
pacing constraints.
Furthermore, as referred to above, the team is also working on implementing an
AI powered tool which is capable of delivering a much better categorisation of
our publisher content pages which in turn will mean that ads can be targeted
in a more efficient way and enable Dianomi to build more reliable insights for
advertisers about their brands and the sectors they operate in.
Financial Review
Group revenue was £13.2 million (H1 2024: £ 14.2 million) in the six
months to 30 June 2025 reflecting lower publisher traffic volumes, fewer
advertisers using the platform (197 vs 221 in the six months to 30 June 2024)
and FX headwinds due to the strengthening of the pound against the dollar in
the period as c.80% of the Group's revenue is generated in the US. Revenue per
click and CTR both increased compared to the prior period at £0.53 and 0.119%
(H1 2024: £0.51 and 0.117%)
Gross margin stood at 25.3%% (H1 2024: 26.2%) with the higher margin in the
previous year reflecting the enhanced revenue share during the period arising
from a contract amendment with one of the Group's largest publishers. Gross
profit for the period was therefore lower than H1 2024 at £3.3 million (H1
2024: £3.7 million) which, combined with the higher operating cost base of
the Group following the decision to accelerate investment into the sales team,
meant that the Group recognised a loss at Adjusted EBITDA* level of £0.6
million compared to a profit of £0.1 million in H1 2024.
Loss before tax was £0.7 million against a loss of £0.1 million in H1 2024.
There was a tax charge in the period of £0.1 million relating to the Group's
US subsidiary (H1 2024: tax credit of £0.1 million). Loss after tax was £0.8
million vs a loss after tax of £0.1 million in H1 2024. Basic loss per share
was 2.63 pence per share compared to a basic loss per share of 0.22 pence in
H1 2024.
Cash used in operations was £2.6 million (H1 2024: cash generated from
operations of £0.3 million) predominantly due to the decrease in trade and
other payables of £1.9 million due to payments to publishers who were late to
invoice the Company in respect of balances owed relating to FY24 and the
operating loss. As at 30 June 2025 the Company had no borrowings and cash of
£5.7 million (31 December 2024: £8.8 million, 30 June 2024: £8.1 million).
As the Group holds the majority of its cash reserves in USD, cash was also
impacted by adverse foreign exchange movements as a result of the
strengthening of the pound against the dollar during the period (negative
impact of £0.4 million).
Net assets as at 30 June 2025 amounted to £7.3 million (31 December 2024:
£8.4 million, 30 June 2024: £8.9 million).
Outlook
Our focus remains on serving the world's most premium brands and amplifying
their content to targeted audiences. Trading patterns from the first half of
the year continued over the summer with advertisers still remaining cautious
given the uncertain economic backdrop, with revenue in July and August flat
compared to 2024. However, September has seen new budgets from both new and
existing advertisers coming on to the platform and the pipeline for the
remainder of the year gives the Board confidence that the second half of the
year will see growth vs the first half with a return to profitability in Q4.
(*) Adjusted EBITDA is calculated as profit after tax before deducting net
finance costs, tax, depreciation and share-based payment charges
(**) Adjusted basic earnings per share is calculated using profit after tax
before deducting share-based payment charges
DIANOMI PLC
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS
ENDED 30 JUNE 2025
6 months ended 6 months ended Year
30 Jun 2025 30 Jun 2024 ended
31 Dec 2024
£000 £000 £000
Note
Revenue 13,169 14,148 28,049
Cost of sales (9,817) (10,467) (20,719)
--------------------------------------------------- --------------------------------------------------- -------------------------------------------------------
Gross profit 3,352 3,717 7,330
Administrative expenses (4,088) (3,916) (7,104)
---------------------------------------------------- ----------------------------------------------- -----------------------------------------------------
Operating (loss)/profit (736) (199) 226
Depreciation 159 119 239
Share-based payments 7 - 153 (737)
----------------------------------------------- ----------------------------------------------- ----------------------------------------------------
Adjusted EBITDA (580) 73 (272)
Finance income 49 59 117
Finance expense (7) (2) (5)
------------------------------------------------- ----------------------------------------------- -----------------------------------------------------
Loss on ordinary activities before taxation (694) (142) 338
Taxation (65) 76 81
------------------------------------------------- ------------------------------------------------- -----------------------------------------------------
(Loss)/profit for the period (759) (66) 419
Other comprehensive (loss)/income items that may be reclassified subsequently (404) 181 153
to profit or loss
Currency translation differences
------------------------------------------------- ------------------------------------------------- ---------------------------------------------------
(1,163) 115 572
Total comprehensive (loss)/income for the period attributable to the owners of
the company
================================================= ================================================= ==================================================
Adjusted basic (loss)/ earnings per ordinary share (p) 6 (2.63) 0.24 (1.06)
Adjusted diluted (loss)/ earnings per ordinary share (p) 6 (2.63) 0.23 (1.06)
Basic (loss)/ profit per ordinary share 6 (2.63) (0.22) 1.40
(p)
Diluted (loss)/ profit per ordinary share (p) 6 (2.63) (0.22) 1.40
All operations are continuing operations.
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
As at As at 30 Jun As at 31 Dec
30 Jun 2024 2024
2025
£000 £000 £000
Non-current assets
Right-of-use assets 247 119 -
--------------------------------------------------- --------------------------------------------------- ---------------------------------------------------
Total non-current assets 247 119 -
Current assets
Trade and other receivables 6,603 6,341 6,531
Corporation tax receivable 257 254 216
Cash and cash equivalents 5,719 8,086 8,844
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Total current assets 12,579 14,681 15,591
Total assets 12,826 14,800 15,591
Current liabilities
Trade and other payables (5,241) (5,826) (7,173)
Corporation tax payable (65) - -
Lease liabilities (266) (123) -
------------------------------------------------------ ----------------------------------------------------- -----------------------------------------------------
Total current liabilities (5,571) (5,949) (7,173)
----------------------------------------------------- ----------------------------------------------------- -----------------------------------------------------
Total liabilities (5,571) (5,949) (7,173)
==================================================== ==================================================== ====================================================
Net assets 7,255 8,851 8,418
==================================================== ==================================================== ====================================================
Equity
Share capital 60 60 60
Share premium account 5,436 5,436 5,436
Share options reserve 2,955 3,845 2,955
Foreign currency reserve (712) (280) (308)
Retained earnings (484) (210) 275
==================================================== ==================================================== ====================================================
Total equity attributable to the 7,255 8,851 8,418
owners of the company
==================================================== ==================================================== ====================================================
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2025
Share capital Share premium account Share options reserve Foreign Retained earnings Total equity
currency reserve
£000 £000 £000 £000 £000 £000
----------------------------------------- ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ----------------------------------------------- ------------------------------------------------
Balance at 1 January 2025 60 5,436 2,955 (308) 275 8,418
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Comprehensive loss for the period
Loss for the period - - - - (759) (759)
Currency translation differences - - - (404) - (404)
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Total comprehensive profit for the period - (759) (1,163)
- - (404)
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------
Transactions with owners of the Company
Share based payment credit - - - - - -
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Total transactions with owners of the Company - - -
- - -
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Balance at 30 June 2025 60 5,436 2,955 (712) (484) 7,255
----------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ----------------------------------------------
----------------------------------------- ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ----------------------------------------------- ------------------------------------------------
Balance at 1 January 2024 60 5,436 3,692 (461) (144) 8,583
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Comprehensive loss for the period
Loss for the period - - - - (66) (66)
Currency translation differences - - - 181 - 181
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Total comprehensive loss for the period - (66) 115
- - 181
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------
Transactions with owners of the Company
Share based payment credit - - 153 - - 153
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Total transactions with owners of the Company - - 153
- 153 -
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Balance at 30 June 2024 60 5,436 3,845 (280) (210) 8,851
----------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ----------------------------------------------
----------------------------------------- ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ----------------------------------------------- ------------------------------------------------
Balance at 1 January 2024 60 5,436 3,692 (461) (144) 8,583
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Comprehensive income for the period
Profit for the period - - - - 419 419
Currency translation differences - - - 153 - 153
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Total comprehensive income for the period - 419 572
- - 153
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------
Transactions with owners of the Company
Share-based payment credit - - (737) - - 312
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Total transactions with owners of the Company - - - 312
(737) -
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Balance at 31 December 2024 60 5,436 2,955 (308) 275 8,418
----------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ----------------------------------------------
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
30 Jun 2025 30 Jun 2024 Year
ended 31
Dec 2024
£000 £000 £000
Cash flows from operating activities
Loss on ordinary activities before taxation (694) (142) 338
Adjustments for:
Depreciation - leased assets 159 119 239
Interest payable 8 2 5
Interest receivable (49) (59) (117)
Decrease in trade and other receivables (75) 1,998 1,809
Decrease in trade and other payables (1,932) (1,815) (466)
Share based payment charge - 153 (737)
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Cash (used in)/ generated from operations (2,583) 256 1,172
Taxation (paid)/ received (55) (32) 12
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Net cash (used in)/generated from operating activities (2,638) 224 1,184
====================================================== ====================================================== ======================================================
Cash flows from investing activities
Interest received 49 59 117
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Net cash generated from investing activities 49 59 117
====================================================== ====================================================== ======================================================
Cash flows from financing activities
Interest paid in respect of leases (8) (2) (5)
Capital payments in respect of leases (138) (115) (244)
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Net cash used in financing activities (146) (117) (249)
====================================================== ====================================================== ====================================================
Net (decrease)/increase in cash and cash equivalents (2,735) 166 1,052
Cash and cash equivalents at beginning of period 8,844 7,740 7,740
Exchange movement on cash (390) 180 52
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------
Cash and cash equivalents at end of period 5,719 8,086 8,844
====================================================== ====================================================== ======================================================
DIANOMI PLC
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. General information
Dianomi plc (the "Company") and its subsidiaries' (together the "Group")
principal activity is the delivery of premium native advertising for the
financial services, technology, corporate sand lifestyle sectors. The Company
was incorporated on 16 August 2002 in England and Wales as a private company
limited by shares under the name Data-ID Limited. On 17 December 2002, the
Company changed its name to Dianomi Limited. On 17 May 2021, the Company
re-registered as a public limited company and changed its name to Dianomi plc.
The address of the registered office is 6(th) Floor, 60 Gracechurch Street,
London, EC3V 0HR and the limited company number is 04513809.
2. Basis of preparation and significant accounting policies
2.1. Basis of preparation
The financial information relating to the half year ended 30 June 2025 is
unaudited and does not constitute statutory financial statements as defined in
section 434 of the Companies Act 2006.
The financial information set out in this Interim Report does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. The
Group's statutory financial statements for the year ended 31 December 2024,
prepared under IFRS, have been filed with the Registrar of Companies. The
auditor's report on those financial statements was unqualified and did not
contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
The interim financial information has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same accounting policies
as used in the financial statements for the year ended 31 December 2024,
subject to the introduction of any new accounting standards applicable in the
period.
Whilst the financial information included in these interim accounts has been
prepared in accordance with IFRS, they do not contain sufficient information
to comply with IFRS. In addition, this report is not prepared in accordance
with IAS 34.
This interim report was approved by the board of directors on 23 September
2025 and is available on the Company's website, dianomi.com
(http://www.dianomi.com)
The presentational currency of these financial statements and the functional
currency of the Group is pounds sterling.
2.2. Measurement convention
The consolidated financial information has been prepared under the historical
cost convention. Historical cost is generally based on the fair value of the
consideration given in exchange for assets.
The preparation of the consolidated financial information in compliance with
IFRS requires the use of certain critical accounting estimates and management
judgements in applying the accounting policies. The significant estimates and
judgements that have been made and their effect is disclosed in note 3.
2.3. Basis of consolidation
The consolidated financial information incorporates the financial information
of Dianomi Plc and all its subsidiary undertakings. Subsidiary undertakings
include entities over which the Group has effective control. The Group
controls a group when it is exposed to, or has right to, variable returns from
its involvement with the Group and has the ability to affect those returns
through its power over the Group. In assessing control, the Group takes into
consideration potential voting rights.
2.4. Going concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the Group have adequate resources
to continue in operation for the foreseeable future. As at 30 June 2025 the
Group had net assets of £7.3 million (30 June 2024: £8.9 million) and cash
and cash equivalents of £5.7 million (30 June 2024: £8.1 million). The Group
has no debt outstanding or facilities in place (30 June 2024: £nil).
The Group's forecasts and projections, taking into account reasonable possible
changes in trading performance, show that the Group has sufficient working
capital and available funds to honour all of its obligations to creditors as
and when they fall due. Accordingly, the Directors have adopted the going
concern basis in preparing these consolidated financial statements.
2.5. Principal Accounting Policies
2.5.1.1. Revenue
The Group's customers are direct advertisers, affiliate advertisers and
advertising agencies with whom the Group will enter into a contract or
insertion order.
The Group generates revenue by charging advertisers for advertising campaigns
delivered through its platform. The customer's total spend on advertising is
determined by multiplying an agreed performance metric option, such as cost
per mil (CPM), cost per impression (CPI), click (CPC) or action (CPA) with the
volumes of units delivered.
Revenue is recognised on completion of the performance criteria which, in most
cases, is when an internet user clicks through to an advertisement that has
been displayed on a web page.
Where advanced payments are made in advance of satisfying the performance
obligation, these amounts are transferred to deferred revenue (contract
liabilities) and recognised when the performance obligation has been met.
The Group's standard payment terms require settlement of invoices within 60-90
days of receipt.
The Group does not adjust the transaction price for the time value of money as
it does not expect to have any contracts where the period between the transfer
of the promised services to the client and the payment by the client exceeds
one year.
.
2.5.1.2. Cost of sales
Cost of sales represents the direct expenses that are
attributable to the services sold. They consist primarily of payments to
publishers under the terms of the revenue share agreements that the Group has
with them. Depending on the terms of the revenue share agreements, cost of
sales can include commissions where applicable.
2.5.1.3. Foreign currency translation
a) Function and presentational currency
Items included in the financial information of each of the
Group's entities are measured using the currency of the primary economic
environment in which the entity operates ('the functional currency'). The
consolidated financial information is presented in 'sterling', which is the
Group's functional currency and the Group's presentation currency.
On consolidation, the results of overseas operations are
translated into sterling at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations are
translated at the rate ruling at the reporting date. Exchange differences
arising on translating the opening net assets at opening rate and the results
of overseas operations at actual rate are recognised in other comprehensive
income.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.
2.5.1.4. Employee Benefits
Post-retirement benefits
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in
administrative expenses in the Consolidated Statement of Comprehensive Income
when they fall due. Amounts not paid are shown in accruals as a liability in
the Statement of Financial Position. The assets of the plan are held
separately from the Group in independently administered funds.
Share based payments
Where share options are awarded to employees, the fair value of
the options at the date of grant is charged to profit or loss over the vesting
period. Non-market vesting conditions are taken into account by adjusting the
number of equity instruments 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.
The fair value of the award also takes into account non-vesting
conditions. These are either factors beyond the control of either party (such
as a target based on an index) or factors which are within the control of one
or other of the parties (such as the group keeping the scheme open or the
employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured immediately
before and after the modification, is also charged to profit or loss over the
remaining vesting period.
Where equity instruments are granted to persons other than
employees, profit or loss is charged with fair value of goods and services
received.
2.6. Alternative performance measures
In order to provide better clarity to the underlying performance of the Group,
adjusted EBITDA and adjusted earnings per share are used as alternative
performance measures. These measures are not defined under IFRS. These
non-GAAP measures are not intended to be a substitute for, or superior to, any
IFRS measures of performance, but have been included as the Directors consider
adjusted EBITDA and adjusted earnings per share to be key measures used within
the business for assessing the underlying performance of the Group's ongoing
business across periods. Adjusted EBITDA excludes from operating profit
non-cash depreciation and share based payment charges and non-recurring
exceptional costs. Adjusted EPS excludes from profit after tax, share based
payment charges and non-recurring exceptional items and their related tax
impacts.
3. Judgements and key sources of estimation uncertainty
The preparation of the consolidated financial information requires the
Directors to make estimates and judgements that affect the reported amounts of
assets, liabilities, costs and revenue in the consolidated financial
information. Actual results could differ from these estimates. The judgements,
estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant.
The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the consolidated financial
information are:
Estimations:
- Share-based payments: the Group measures the cost of
equity-settled transactions with employees by reference to the fair value of
equity instruments at the date at which they are granted. The fair value is
determined by using the Black-Scholes model taking into account the terms and
conditions upon which the instruments were granted and requires assumptions to
be made in particular the value of the shares at the date of options granted.
Management have had to apply judgement when selecting assumptions.
- Receivables provision: the Group reviews the amount of credit loss
associated with its trade receivables, intercompany receivables and other
receivables based on historical default rates as well as forward looking
estimates that consider current and forecast credit conditions.
Judgements:
- Deferred tax: the extent to which deferred tax assets can be
recognised is based on an assessment of the probability that future taxable
income will be available against which the deductible temporary differences
and tax loss carry-forwards can be utilised. In addition, significant
judgement is required in assessing the impact of any legal or economic limits
or uncertainties.
- Going concern: The financial statements have been prepared on the
going concern basis based on a judgement by the Directors that the Group will
continue to be able to meet its liabilities as they fall due for the
foreseeable future, being a period of at least 18 months from the date of
signing these financial statements. In this context, the Directors have
prepared detailed cash flow forecasts for the next 18 months that indicate the
existing activities of the Group do not require additional funding during that
period. The forecasts were challenged by various downside scenarios to stress
test the estimated future cash position. The Directors note that the stress
tests did not have a significant impact on the cash flow or cash position of
the Group. In addition, current trading is in line with the forecast.
4. Revenue
Revenue arises from:
6 months to 6 months to Year to
30 Jun 30 Jun 31 Dec
2025 2024 2024
£000 £000 £000
EMEA 2,499 2,664 5,054
APAC 444 323 857
U.S.A. 10,227 11,197 22,138
====================================================== ====================================================== ======================================================
13,169 14,184 28,049
====================================================== ====================================================== ======================================================
5. Operating segments
The Group is operated as one global business by its executive team, with key
decisions being taken by the same leaders irrespective of the geography where
work for clients is carried out. The Directors consider that the geographies
where the Group operates have similar economic and operating characteristics
and the products and services provided in each region are all related to
premium native advertising. Management therefore consider that the Group has
one operating segment. The Group report is presented and measured to the
Board as a single segment and is consistent with the financial statements.
As such, no additional disclosure has been recorded under IFRS.
6. Earnings per share
The Group presents non-adjusted and adjusted basic and diluted earnings/(loss)
per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing
the profit/(loss) for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period.
Diluted EPS takes into consideration the Company's dilutive contingently
issuable shares. The weighted average number of ordinary shares used in the
diluted EPS calculation is inclusive of the number of share options that are
expected to vest subject to performance criteria as appropriate, being met.
The (loss) / profit and weighted average number of shares used in the
calculations are set out below:
Six months ended Six months ended Year
30 Jun 25 30 Jun 24 ended
31 Dec 2024
£000 £000 £000
(Loss)/ profit attributable to the ordinary equity holders of the Group used 419
in calculating basic and diluted EPS
(759) (66)
Basic (loss)/ profit per ordinary share (p) (2.63) (0.22) 1.40
Diluted (loss)/ profit per ordinary share (p) (2.63) (0.22) 1.40
Six months ended Six months ended Year
30 Jun 25 30 Jun 24 ended
31 Dec 24
Adjusted basic and diluted EPS £000 £000 £000
Reconciliation of earnings used in calculating adjusted EPS:
Loss attributable to the ordinary equity holders of the Group used in (759) (66) 419
calculating basic and diluted EPS
Adjusting items:
Share-based payments - 153 (737)
Tax impact of adjusting items - (15) -
====================================================== ====================================================== ======================================================
(Loss)/ profit attributable to the ordinary equity holders of the Group used (759) 72 (318)
in calculating adjusted basic and diluted EPS
Adjusted basic (loss)/ earnings per ordinary share (p) (2.63) 0.24 (1.06)
Adjusted diluted (loss)/ earnings per ordinary share (p) (2.63) 0.23 (1.06)
Six months ended Six months
30 Jun 25 ended Year
30 Jun 24 ended
31 Dec 24
Weighted average number of ordinary shares used as the denominator in 30,027,971 30,027,971 30,027,971
calculating non-adjusted and adjusted basic EPS
Weighted share option dilution impact - 1,420,017 -
====================================================== ====================================================== ======================================================
Weighted average number of ordinary shares used as the denominator in 30,027,971 31,447,988 30,027,971
calculating non-adjusted and adjusted diluted EPS
7. Share based payments
At the time of the Company's IPO in May 2021, the Company introduced share
option schemes (the "IPO Option Schemes") in order to retain, incentivise and
align employees with shareholders. Under the IPO Option Schemes employees were
granted share options with an exercise price equal to the IPO price (or for
those granted post IPO equal to the then current share price), a vesting
period of 3 years and a non-market performance condition.
In 2023, it became clear that the performance condition for those options
granted at IPO was not going to be met and for those options granted in 2022
under the same scheme it was unlikely to be met.
Therefore, in November 2023 it was decided that employees who were granted
options in 2021 and 2022 would be given the option to have their original
options cancelled (the "Cancellation"), and replacement option schemes (the
"Replacement Option Schemes") would be introduced under which employees would
be issued with new options with a revised performance condition, exercise
price and extended vesting period but at a lower number than those originally
issued.
During 2024, 43,034 options lapsed due to employees leaving the Group and of
the total number of options outstanding at the end of 2024, nil had vested and
were exercisable at the end of the year (31 Dec 23: Nil). As at 31 December
2024, it was considered unlikely that the performance criteria relating to the
options in issue would be met, therefore share based payment charges
recognised in previous years relating to these options have been reversed. No
share-based payment charges have been recognised in the six months to 30 June
2025 as it is still considered unlikely that the performance criteria relating
to the options in issue will be met.
The Black-Scholes option pricing model was used to value the equity-settles
share-based payment awards as it was considered that this approach would
result in materially accurate estimate of the fair value of the options
granted.
The inputs into the model for 2024 were as follows:
Options granted under IPO Option Schemes
Weighted average share price at grant date (£) 2.78
Weighted average exercise price (£) 2.78
Volatility (%) 44.00%
Weighted average vesting period (years) 3
Risk free rate (%) 3.482%
Expected dividend yield (%) -
Options granted under Replacement Option Schemes
Weighted average share price at grant date (£) 48
Weighted average exercise price (£) 50
Volatility (%) 52.91%
Weighted average vesting period (years) 3
Risk free rate (%) 3.595%
Expected dividend yield (%) -
The share-based remuneration (expense)/ credit comprises:
As at 30 Jun 2025 As at 30 Jun 2024 As at 31 Dec 2024
£000 £000 £000
Equity-settled schemes - (153) 737
========================================== ========================================== ==========================================
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