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REG - Dianomi PLC - Final Results

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RNS Number : 1319J  Dianomi PLC  19 May 2025

Dianomi plc

("Dianomi, the "Company" or the "Group")

Full year Results for the year ended 31 December 2024

Dianomi, a leading provider of native digital advertising services to premium
clients in the Business, Finance and Lifestyle sectors, announces the
Company's audited results for the year ended 31 December 2024.

Financial Headlines

·      Revenue of £28.0 million (FY23: £30.2 million)

·      Gross margin improved to 26.1% (FY23: 24.7%)

·      Adjusted EBITDA( 1 ) loss of £0.3 million (FY23: loss of £0.4
million)

·      Profit before tax of £0.3 million (FY23: loss of £1.8 million)

·      Profit per share of 1.40 pence (FY23: loss of 9.71 pence)

·      Adjusted loss per share( 2 ) of 1.06 pence (FY23: loss of 3.10
pence)

·      As at 31 December 2024, the Group had no borrowings and cash of
£8.8 million (FY23: £7.7 million)

Operating Headlines

·   Traffic across the Group's premium publisher base increased by 3.9% to
45.5 billion impressions over the year, though macro-economic pressures led to
average spend among the Group's top 100 premium advertisers declining by 3.9%.

·      Our premium publisher base remained robust with 341 active
publishers compared to 340 in the previous year with 24 new publishers joining
including Fox Business and Euronews, enhancing our reach across key markets.

·     New advertisers joining the platform included PwC, the London
Business School, Polen Capital and Northern Trust

·   Made significant strides in transitioning from being a native
advertising specialist into a comprehensive full-spectrum digital advertising
platform, supporting broader campaign capabilities and deeper monetization
across our ecosystem.

Post Period Highlights

·      Two significant new publishing contracts agreed:

o  Deepened our partnership with our largest publisher CNN, expanding our
remit from CNN Business to the full CNN News portfolio

o  A new relationship with The Associated Press, a globally respected,
independent news organisation which we expect will rank among our top ten
publishers

·     To capitalise on our differentiated publisher inventory and
enhanced advertising capabilities, we have accelerated investment in our sales
team and established dedicated sales specialists across high value sectors
such as travel, automotive, technology, property, and luxury goods, broadening
our reach beyond our core base in business and finance

·    Supporting the verticalised approach, we have introduced Dianomi
Insights™, a proprietary analytics tool that enables brands to benchmark
their media presence against industry peers.

·    New partnership with Microsoft Monetize, giving us access to their
network of over 500,000 advertisers across 170 countries. These advertisers
will be able to bid on our publisher inventory subject to meeting Dianomi's
quality and brand-safety standards, creating a scalable new demand channel.

 

 

Rupert Hodson, CEO of Dianomi commented:

"While current financial performance has not yet captured the full potential
of our platform, we are actively implementing a strategic investment program
designed to unlock long-term value. A key focus has been expanding our sales
function to better capitalise on market opportunities. Our unique platform
reaches 500 million predominantly affluent readers each month - a highly
attractive audience for premium advertisers seeking performance at scale. We
are continuing our transition from being a provider of pure native advertising
formats into a comprehensive full-spectrum digital advertising platform to
unlock greater value from our curated base of premium publishers and
advertisers, built over the past twenty years. The start to 2025 has had its
challenges due to macroeconomic headwinds but we have had some encouraging
developments, with two significant new publisher wins and the signing of a
deal with Microsoft Monetise to expand our addressable advertiser base. While
the investments we are making will result in a near-term increase in our
cost-base and a temporary impact on profitability, we are confident they will
strengthen our market position, help to drive sustainable growth and deliver
long-term returns for shareholders."

 

( 1 ) Calculated as profit after tax before charging interest, tax,
depreciation and amortisation in the financial year, adjusted for share-based
payment charges/credits, non-recurring income and costs relating to the 2023
reorganisation. This metric provides a more comparable indication of the
Group's core business performance by removing the impact of non-trading items
that are reported separately.

( 2 ) Adjusted to exclude costs related to the 2023 reorganisation,
non-recurring income, the derecognition of the deferred tax asset in 2023 and
share-based payment charges/credits.

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. It forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.

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, Corporate Finance

 Rupert Dearden, Corporate Broking

 Novella Communications                         Tel: +44 (0)203 151 7008

 Tim Robertson / Safia Colebrook

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 native and other format
advertisements to a targeted audience on the desktop and mobile websites,
mobile and tablet applications of premium publishers. It provides over 350
advertisers, including blue chip names such as Aberdeen, Invesco, Bank of
America and Charles Schwab, with access to an international audience of around
500 million readers per month through its partnerships with over 300 premium
publishers, including blue chip names such as Reuters, CNN Business 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. http://www.dianom (http://www.dianom) i.com
(http://www.dianomi.com/) .

 

Chairman's Statement

2024 was a transition year for Dianomi. While we lowered our losses and
improved our cash flow, revenue fell short of expectations. To drive future
success, we made strategic investments across the business, strengthening our
core value proposition for publishers and advertisers.

With most of our revenue coming from the U.S., we have access to the world's
largest, and most competitive, advertising and financial market. Our publisher
network remains our core powerhouse asset, a competitive moat that sets us
apart. In 2024, we deepened our relationships with some of the world's most
respected and influential media brands, securing premium digital real estate
that is nearly impossible to replicate. This network grants us direct access
to an affluent, engaged audience; exactly what top-tier advertisers seek but
struggle to find at scale. The strength of our partnerships fuels our ability
to deliver trusted, high-impact advertising experiences in premium
environments, reinforcing our strategic advantage.

However, while our publisher footprint continues to thrive, we recognise the
need to match that momentum on the advertiser side. We retained key global
advertisers and, in several cases, increased our share of their ad spend, but
there is still ground to cover in the ability to grow our ad revenue.

We recognized the challenges of being primarily a native format platform and
over the past two years we have taken on the hard work of transforming a
native advertising platform into a full-spectrum digital ad business.
Investments have been made across the business, but unfortunately these have
not yet translated into measurable revenue gains. The transition from a
native-only platform to a full-format digital advertising offering is still in
progress, and the impact on revenue is, frankly, taking longer than expected.
We are now beginning to make faster progress and the recent adoption of these
new ad formats by industry giants like Fox Business and CNN signals a strong
foundation for future growth. We are confident that, as the success of these
new capabilities is broadened to a bigger percentage of our footprint; revenue
growth will follow.

Market Strategy and Opportunity

The overall digital advertising marketplace continues to grow. Dianomi
operates a high-value "flywheel" model; connecting premium publishers, elite
advertisers, and high-value audiences with technology that drives performance
and repeat engagement. In 2025, we will focus on optimising our ad solutions
and expanding premium formats across trusted media platforms, ensuring our
network remains the premier destination for quality-driven digital
advertising.

ESG

At Dianomi, we are committed to responsible and sustainable business
practices. Our business model is focused on supply path optimisation, and we
therefore prioritise more streamlined and carbon conscious relationships, more
so than other digital platforms. By working directly with publishers and
leveraging AWS's lower-carbon infrastructure, we continue to reduce our
environmental impact while maintaining a privacy-conscious and
high-performance ad ecosystem.

Board Changes

In October, Laura Shesgreen stepped down as a Non-Executive Director of the
Group and Chair of the Audit Committee. I would like to thank her for her
contribution to our Board since our IPO. Following Laura's departure, Paul
Gibson, Independent Non-Executive Director and a chartered certified
accountant, became Chair of the Audit Committee

Outlook

Dianomi remains well positioned and has entered 2025 with a clear plan to grow
and develop the business.

 

Chief Executive's Statement

Introduction

In 2024 we made significant strides in expanding the technical capabilities of
the Dianomi platform. This progress supports our strategic ambition to evolve
from a provider of pure native advertising formats into a comprehensive
full-spectrum digital advertising platform. By doing so, we aim to unlock
greater value from our curated base of premium publishers and advertisers,
developed over the last two decades. These long-standing relationships with
the world's leading financial institutions and publishing houses remain a key
differentiator. Today we reach around 500 million readers monthly, which plays
a critical role in delivering efficient marketing performance for our
advertiser base. We continue to work with 8 of the world's top 10 financial
institutions.

Despite these strengths, we acknowledge that our financial performance has yet
to fully reflect the growing potential of our platform. Our transition to a
full-service model allows brands to leverage a diverse range of ad formats
tailored to strategic goals across the marketing funnel. This evolution is
designed to simplify how advertisers and agencies engage with Dianomi's
offering.

Feedback from both advertisers and publishers confirms that Dianomi
outperforms competing platforms, especially in terms of brand safety and
return on investment. While we continue to attract valuable direct client
relationships, many advertising budgets are managed by agencies who, despite
recognising the strength of our performance, have been hesitant to take on the
perceived administrative complexity of working with a specialist platform.
This challenge has, to some extent, limited our scalability; an issue we are
actively addressing through our full-service transformation.

Operational and Commercial Review

As part of becoming a full-service platform, over the course of 2024 we
increased our display ad capabilities, a logical expansion, given that 93% of
digital ads served by our top 20 prospects are sold through display, compared
to 7% through native ads (Source: Mediaradar)

Despite a challenging market environment in 2024, we identified and acted on
several areas of opportunity. Notably, we made progress in the Middle East,
securing new advertisers in the region such as FII Institute, HSBC and Arabian
Gulf. Furthermore, we experienced growth across premium sectors outside of our
core business and finance verticals, including travel, property, and luxury
goods. Revenue from these verticals rose significantly from £1.0 million in
2023 to £2.8 million in 2024, including names such as BOSS, Tag Heuer and
Avocado Green Brands.

In 2024, we had 303 active advertisers, down from 371 in the previous year.
However, this does not mean that those advertisers who did not spend with
Dianomi are no longer clients. Most of them remain engaged with our business,
and we anticipate that, when the timing is right for them, they will return to
our platform. Reflecting the weaker demand environment, average spend across
the top 100 advertisers on the platform dipped slightly to £219k per annum
versus £227k in the prior year.

Post the year end we have also signed a partnership with Microsoft Monetise
which will provide access to the 0.5 million plus advertisers across 170
countries that they work with. The partnership will enable these advertisers
to bid into our publisher inventory, subject to the advertiser being of
suitable type and quality to ensure the premium nature of our platform remains
unaffected.

Our premium publisher base remained stable in 2024 at 341 active publishers
compared to 340 in the previous year. Importantly, most of the 24 new
publishers added in 2024 were outside of the Apple News network and therefore
typically deliver higher RPCs. Noteworthy additions include Fox Business and
Euronews, relationships we hope to build upon during the current year and
beyond.

During the year under review, while traffic volumes increased 3.9%, CTR
declined 9% which meant that despite spend across our advertising base
reducing, revenue per click ("RPC") remained broadly level at 54 pence vs 55
pence in 2023, helped by an improvement in publisher mix with a smaller number
of impressions coming from Apple News publishers.

During the year we signed a new agreement with a leading US financial news
aggregator to test integrating bespoke format ads onto their site. The test
was a success, but, due to changes on their side, a permanent integration
would involve a significant amount of technical investment and time, which we
believe is currently better spent focused on other projects such as the
Microsoft Monetise partnership outlined above. A permanent integration remains
in our pipeline for 2025.

Post year end we secured two major publishing contracts; an expanded contract
with CNN covering the entire site in addition to CNN Business, and a new
relationship the Associated Press, a globally respected, independent news
organisation which we expect will become one of our top ten publishers. We
believe these wins each represent a further positive endorsement of Dianomi's
offering.

To leverage our expanded advertising capabilities and publisher inventory, we
are accelerating investment into our sales teams, aligning specialisations
with key verticals such as travel, automotive, technology, property and luxury
goods, beyond our traditional focus on business and finance.

We also advanced our privacy-first targeting strategy. Advertisers can now
target Dianomi contextual audiences based on curated publisher lists,
contextual keywords and keyword phrase targeting, first-party data and
Dianomi's extensive historical campaign data to optimize performance. These
audiences align with high value segments such as C-suite executives, IT
decision-makers, retirees, professional investors and property investors.

Dianomi currently offers 20 ready-to-activate audience segments, with custom
audience building capabilities for niche targeting. As of Q3 2024 nearly 6% of
overall ad spend on our platform is allocated to contextual audience
targeting, and we anticipate strong growth in this area throughout 2025.

To further support our verticalised approach, we introduced Dianomi
Insights™, a powerful analytics tool that helps advertisers understand how
their media coverage compares with industry peers. Brands invest heavily in PR
and content marketing, yet not all media mentions carry equal weight. Dianomi
Insights reveals which mentions are actually being read, and by whom, offering
valuable, actionable intelligence. Organised by vertical, this tool equips our
sales team with powerful, data-driven insights previously unavailable to
advertisers. We believe this will help with both retention and increasing our
share of an advertiser's overall marketing spend as well as provide a hook for
advertisers we have not previously worked with.

Adoption of AI

Dianomi is actively exploring how AI can enhance operations across the
business. In 2024, we successfully integrated Gong.io, a sales intelligence
platform that analyses customer interactions such as calls, emails and
meetings, to uncover buying signals, objections, and winning behaviours. This
has enabled our sales team to sharpen their pitches, better understand client
needs, and replicate successful strategies across the organisation. In
addition, our engineering team began working with Cursor, an AI development
tool that streamlines workflows and provides real-time insights. This
initiative is helping to optimise the development of our platform and boost
overall efficiency.

We continue to look at ways that AI can benefit the business to bring
operational efficiency gains, giving our teams more opportunity to focus on
areas that will help to drive progress and growth across the business.

Financial review

Revenue decreased 7% to £28.0 million (2023: £30.2 million) largely due to a
weaker demand environment despite the improvement in traffic levels.

Reflecting the softer demand, programmatic revenue fell slightly in the year
to £1.6 million (2023: £1.8 million), although this is expected to pick up
in 2025 with broader format offerings and expanded publisher relationships.

Gross margin improved to 26.1%, up from 24.7% in 2023. This was driven by a
contract amendment with a key publisher which resulted in a one-off cost of
£0.8 million in 2023. In exchange, Dianomi received an enhanced revenue share
as from 1 July 2023 until 31 December 2024, boosting margins in 2024. As a
result, gross profit remained relatively steady at £7.3 million (2023: £7.5
million) despite lower overall revenue. A new contract has been signed with
the publisher for 2025, with the revenue share to Dianomi reverting to
previous levels which is lower than the average across the Group's publisher
base and which we expect to lead to a small reduction in overall gross margin
in 2025.

At the adjusted EBITDA( 1 ) level we recorded a loss of £0.3 million, an
improvement on the previous year's loss of £0.4 million. Adjusted( 2 ) loss
per share of 1.06 pence (2023: loss of 3.10 pence). Statutory profit per share
was 1.40 pence (2023: loss of 9.71 pence).

We continue to maintain a robust financial position, ending 2024 with cash of
£8.8 million and no borrowings.

The Board is not proposing to recommend a dividend at this time, choosing
instead to invest in key sales team hires in order to bring our new technical
capabilities to the market through a vertical approach.

Outlook

I would like to begin by sincerely thanking our entire team for their
dedication and contribution throughout 2024. Much of our work last year laid
the foundation for long-term growth, and we are now well positioned to
capitalise on this work.

Increased investment in people, especially within the sales function, will
increase our cost-base and reduce profitability in 2025 as we anticipate a
ramp-up period before newly onboarded sales personnel begin to contribute
meaningfully to revenue generation. However, we expect their impact on revenue
to increase steadily over time as they become fully integrated and productive,
driving sales growth into 2026 and beyond. We also anticipate a small
reduction in gross margin reflecting new publisher agreements with
lower-than-average revenue shares and the end of the enhanced revenue share
with one of our largest publishers which benefitted gross margin in 2024.
However, these new deals are with larger publishers who offer the potential to
do much higher volumes thereby decreasing margin but providing the opportunity
to increase revenue and overall profit.

Looking ahead, Dianomi is well positioned to capitalize on the forecast
increase of 8-10% in digital ad spending in the US, which is expected to
exceed $325 billion in 2025
(https://www.thecommerceshop.com/blog/us-advertising-spending-predictions-2025/#:~:text=Digital%20ad%20spending%20is%20projected,AI%20in%20optimizing%20ad%20performance.)
. Financial services, the Group's main sector, is projected to spend $33.81
billion( 3 ). Dianomi's current share of this spend is small, providing ample
opportunity for growth.

While the first four months have been marked by heightened macroeconomic
uncertainty, fluctuating publisher traffic, and slower advertiser budget
commitments, we are encouraged by the solid progress we are making. We have
successfully secured two major new publisher partnerships, broadening our
reach and strengthening our platform. In parallel, we have invested in the
expansion of our sales team across new verticals and are confident this will
position the business to capture emerging opportunities and drive future
growth. However, as the new publisher partnerships are yet to commence, and
due to the slower start to the year, ongoing macroeconomic challenges and
foreign exchange headwinds, we expect revenue for the first half of the year
to be lower than that of the first half of 2024.

Despite the external challenges, we remain confident in our strategy and
believe there is significant potential ahead to deliver sustained value.

 

Financial Review

                               2024    2023    Change
 Revenue (£m)                  28.0    30.2    (7.3)%
 Gross profit (£m)             7.3     7.5     (2.7)%
 Gross margin                  26.1%   24.7%   140 bps
 Adjusted EBITDA* (£m)         (0.3)   (0.4)   +£0.1m
 Profit/loss before tax (£m)   0.3     (1.8)   +£2.1m
 Adjusted EPS* (p)             (1.06)  (3.10)  +2.04p
 Net cash (£m)                 8.8     7.7     14.3%

 

* In order to provide better clarity to the underlying performance of the
Group, Dianomi uses adjusted EBITDA and adjusted EPS as alternative
performance measures. Please refer to notes 7 and 12 for further details.

Basis of Preparation

The financial statements, for the year ended 31 December 2024 together with
the comparative period data for the year ended 31 December 2023, are prepared
in accordance with International Financial Reporting Standards adopted by the
UK.

Revenue

Revenue decreased 7.3% to £28.0 million (2023: £30.2 million), predominantly
due to lower levels of demand across our advertiser base.

RPC overall remained broadly steady at 54 pence vs 55 pence in 2023. Whilst
impressions from Apple News publishers decreased from 19.8 billion in 2023 to
18.6 billion in 2024, Apple News RPC increased to 22.6 pence in 2024 s 22.1
pence in 2023. Impressions from non-Apple News publishers increased to 25.9
billion in 2024 from 21.6 billion, in 2023, however RPC from these publishers
decreased to 89.6 pence in 2024 from 95.7 pence in 2023.

With the decision last year to enable lifestyle advertisers across the Group's
entire publisher base, both financial and lifestyle, revenue from the Group's
lifestyle segment is now presented by advertiser rather than by publisher.
Revenue from lifestyle advertisers increased from £1.0 million in 2023 to
£2.8 million in 2024.

Gross profit and margin

Gross profit represents the Group's share of revenue from publishers under the
terms of the revenue share agreements that the Group has with them. Gross
profit remained relatively stable at £7.3 million (2023: £7.5 million), but
with an improved gross margin of 26.1% (2023: 24.7%). The lower gross margin
in 2023 was largely due to the one-off cost of £0.8 million relating to a
contract amendment with one of the Group's largest publishers which resulted
from minimum guaranteed traffic levels not being met by the publisher. The
one-off cost was in effect an overpayment by Dianomi which Dianomi agreed not
to recoup in return for an enhanced revenue share as from July 2023 to
December 2024 which helped to improve the overall gross margin during 2024. A
new contract has been signed with the publisher for 2025, with the revenue
share to Dianomi reverting to previous levels, which is lower than the average
across the Group's publisher base and which we expect to lead to a small
reduction in overall gross margin in 2025.

Administrative expenses

Administrative expenses decreased to £7.1 million in the year to 31 December
2024 from £8.3 million in 2023 following the reorganisation in 2023 to
rationalise the Group's cost base. Staff costs constitute the largest
proportion of administrative expenses and decreased to £4.1 million compared
to £4.5 million in 2023. Also included in administrative expenses was a
share-based payment credit of £0.7 million (2023: charge of £0.3 million).
As at 31 December 2024, it was considered unlikely that the performance
criteria relating to the share options in issue would be met, therefore the
share-based payment charges recognised in previous years relating to these
share options have been reversed.

The Group does not capitalise costs relating to the ongoing support and
development of its platform, these are included within administrative expenses
as they relate to the maintenance and enhancement of its ongoing operations
and therefore do not meet the capitalisation criteria.

Group profitability

The Group generated a loss at adjusted EBITDA level of £0.3 million compared
to a loss of £0.4 million in 2023 with the improvement due to the lower cost
base. To provide a better guide to the underlying business performance,
adjusted EBITDA excludes share-based payments and credits, other,
non-recurring income and costs relating to the reorganisation in 2023 along
with depreciation, amortisation, interest and tax from the measure of profit.

The Group made a profit before tax of £0.3 million and a profit after tax of
£0.4 million (2023: loss of £1.8 million and loss of £2.9 million
respectively). The higher losses in 2023 were due to the one-off costs of
£1.1 million relating to the reorganisation and a higher tax charge as a
result of the derecognition of the deferred tax asset previously recognised.
In addition, in 2024 there was a share-based payment credit of £0.7 million
as detailed above.

Net finance income

Net finance income remained steady at £0.1 million (2023: £0.1 million),
reflecting the higher interest rate environment. The Group is debt-free and
has no interest rate exposure on debt.

Taxation

The Group had a tax credit for the year ended 31 December 2024 of £81k (2023:
£1.1 million) representing the tax payable in relation to the Group's US
subsidiary net of R&D tax credits for prior years. The charge for 2023
also included a charge relating to the derecognition of the deferred tax
asset. For further detail on taxation see notes 10 and 11 of the Financial
Statements. Adjusted loss after tax, used in calculating adjusted earnings per
share, is shown after adjustments for the applicable tax on adjusting items as
set out in notes 7 and 12.

Earnings per share

Profit per share for the year ended 31 December 2024 was 1.40 pence (2023:
loss of 9.71 pence). Adjusted loss per share was 1.06 pence (2023: loss of
3.10 pence). Adjusting items and their tax impacts are set out in note 12.

Diluted profit per share for the year ended 31 December 2024 was 1.40 pence
(2023: loss of 9.71 pence). Adjusted diluted loss per share was 1.06 pence
(2023: loss of 3.10 pence). As at 31 December 2024, 1,376,983 share options
were outstanding (31 December 2023: 1,420,017) with the decrease due to
certain option holders having left the business during the year. However, it
is unlikely that the performance criteria for the share options in issue will
be met meaning that the share options will not vest.

Statement of Financial Position

Net assets as at 31 December 2024 totalled £8.4 million (31 December 2023:
£8.6 million). Trade receivables decreased to £6.2 million (31 December
2023: £8.1 million) and trade creditors decreased to £3.4 million as at 31
December 2024 (31 December 2023: £4.2 million). Accruals, which predominantly
reflect the payments due to the Group's publisher partners, which have not yet
been invoiced increased to £3.7 million as at 31 December 2024 from £3.0
million as at 31 December 2023.

The Group's net cash position increased 14.3% to £8.8 million as at 31
December 2024 (31 December 2023: £7.7 million) with cash generated from
operations of £1.2 million vs an outflow of £3.2 million in 2023, with the
outflow being attributable to, inter alia, the one-off costs related to the
restructuring, the amount of US tax paid and higher level of debtors at the
year end.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                   Year                                                 Year

                   ended                                                ended

                   31 Dec 2024                                          31 Dec 2023
                   £000                                                 £000

 Note
 Revenue  4        28,049                                               30,154
 Cost of sales     (20,719)                                             (22,702)
                   ---------------------------------------------------  ---------------------------------------------------
 Gross profit      7,330                                                7,452

 

 Administrative expenses              6               (7,104)                          (8,329)
 Reorganisation costs                 3               -                                (1,054)
 ----------------------------------------------------                                                    -----------------------------------------------------
 Operating profit/(loss)                              226                              (1,931)

 Depreciation                         13              239                              213
 Share-based payment (credit)/charge  23              (737)                            312
 Reorganisation costs                 7&12            -                                1,054
                                                      -------------------------------  -------------------------------
 Adjusted EBITDA                                      (272)                            (352)

 

 Finance income               9                            117                                                115
 Finance expense              9                            (5)                                                (3)
                                                           -------------------------------------------------  -----------------------------------------------------
 Profit/(loss) on ordinary activities before taxation      338                                                (1,819)

 

 Taxation                                      10                                            81                                                   (1,097)
                                                                                             -------------------------------------------------    -----------------------------------------------------
 Profit/(loss) for the year                                                                  419                                                  (2,916)

 Other comprehensive income/(loss) items that may be reclassified subsequently               153                                                  (600)
 to profit or loss

 Currency translation differences

                                                                                              -------------------------------------------------   ---------------------------------------------------
                                                                                             572                                                  (3,516)

 Total comprehensive profit/(loss) for the year attributable to the owners of
 the company
                                                                                             =================================================    ==================================================

 Basic profit/(loss) per ordinary share (p)    12                                            1.40                                                 (9.71)

 Diluted profit/(loss) per ordinary share (p)  12                                            1.40                                                 (9.71)

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

        As at      As at

       31 Dec   31 Dec

        2024       2023
       £000     £000
 Note

Non-current assets

 Right-of-use asset  13             -                                                    -
                                    ---------------------------------------------------  ---------------------------------------------------
 Total non-current assets           -                                                    -

 

Current assets

 Trade and other receivables  15           6,531                                                   8,339
 Corporation tax receivable                216                                                     145
 Cash and cash equivalents    16           8,844                                                   7,740
                                           ------------------------------------------------------  ------------------------------------------------------
 Total current assets                      15,591                                                  16,224

 Total assets                              15,591                                                  16,224

 

 Current liabilities
 Trade and other payables  17                 (7,173)                                                 (7,641)
 Lease liabilities         18                 -                                                       -
                                              ------------------------------------------------------  ------------------------------------------------------
 Total current liabilities                    (7,173)                                                 (7,641)
                                              -----------------------------------------------------   -----------------------------------------------------

 Total liabilities                            (7,173)                                                 (7,641)
                                              ====================================================    ====================================================
 Net assets                                   8,418                                                   8,583
                                              ====================================================    ====================================================
 Equity

 Share capital             22                 60                                                      60
 Share premium account                        5,436                                                   5,436
 Share options reserve                        2,955                                                   3,692
 Foreign currency reserve                     (308)                                                   (461)
 Retained losses                              275                                                     (144)
                                              ====================================================    ====================================================
 Total equity attributable to the             8,418                                                   8,583

 owners of the company
                                              ====================================================    ====================================================

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                    Attributable to the owners of the Company
                                    Share capital                                   Share premium account                                   Share options reserve                                   Foreign                                                 Retained losses                                       Total equity

                                                                                                                                                                                                    currency reserve
                                    £000                                            £000                                                    £000                                                    £000                                                    £000                                                  £000
                                    -----------------------------------------       ------------------------------------------------        ------------------------------------------------        ------------------------------------------------        -----------------------------------------------       ------------------------------------------------
 Balance at 1 January 2024          60                                              5,436                                                   3,692                                                   (461)                                                   (144)                                                 8,583
                                    -----------------------------------------       -------------------------------------------------       -------------------------------------------------       -------------------------------------------------       -----------------------------------------------       ------------------------------------------------
 Comprehensive loss for the period
 Loss for the period                -                                               -                                                       -                                                       -                                                       419                                                   419
 Currency translation differences   -                                               -                                                       -                                                       153                                                     -                                                     153
                                    -----------------------------------------       -------------------------------------------------       -------------------------------------------------       -------------------------------------------------       -----------------------------------------------       ------------------------------------------------
 Total comprehensive loss for the period                     -                                                                                                                                                                  153                                                    419                                                   572

                                                                                                                -                                                       -
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -----------------------------------------------       ------------------------------------------------
 Transactions with owners of the Company
 Share-based payment credit                                  -                                                  -                                                       (737)                                                   -                                                      -                                                     (737)
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -------------------------------------------------     ------------------------------------------------
 Total transactions with owners of the Company               -

                                                                                                                -                                                       (737)                                                   -                                                      -                                                     (737)
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -------------------------------------------------     ------------------------------------------------
 Balance at 31 December 2024                                 60                                                 5,436                                                   2,955                                                   (308)                                                  275                                                   8,418
                                    -----------------------------------------       ---------------------------------------------------     ---------------------------------------------------     ---------------------------------------------------     ------------------------------------------------      ----------------------------------------------

 

 

                                    Attributable to the owners of the Company
                                    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 2023          60                                              5,436                                                   3,380                                                   139                                                     2,772                                                 11,787
                                    -----------------------------------------       -------------------------------------------------       -------------------------------------------------       -------------------------------------------------       -----------------------------------------------       ------------------------------------------------
 Comprehensive loss for the period
 Loss for the period                -                                               -                                                       -                                                       -                                                       (2,916)                                               (2,916)
 Currency translation differences   -                                               -                                                       -                                                       (600)                                                   -                                                     (600)
                                    -----------------------------------------       -------------------------------------------------       -------------------------------------------------       -------------------------------------------------       -----------------------------------------------       ------------------------------------------------
 Total comprehensive loss for the period                     -                                                                                                                                                                  (600)                                                  (2,916)                                               (3,516)

                                                                                                                -                                                       -
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -----------------------------------------------       ------------------------------------------------
 Transactions with owners of the Company
 Share-based payment credit                                  -                                                  -                                                       312                                                     -                                                      -                                                     312
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -------------------------------------------------     ------------------------------------------------
 Total transactions with owners of the Company               -                                                                                                          312                                                     -                                                      -                                                     312

                                                                                                                -
                                                             -----------------------------------------          -----------------------------------------------         -----------------------------------------------         -----------------------------------------------        -------------------------------------------------     ------------------------------------------------
 Balance at 31 December 2023        60                                              5,436                                                   3,692                                                   (461)                                                   (144)                                                 8,583
                                    -----------------------------------------       ---------------------------------------------------     ---------------------------------------------------     ---------------------------------------------------     ------------------------------------------------      ----------------------------------------------

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                 Year

                                                                                                  ended          Year

                                                                                                  31 Dec 2024    ended

                                                                                                                 31 Dec 2023
                                                                                                 £000            £000

Cash flows from operating activities

 

 Profit/(loss) on ordinary activities before taxation                          338                                                     (1,819)

 Adjustments for:
 Depreciation - leased assets                                                  239                                                     213
 Interest                                                                      5                                                       3
 payable
 Interest                                                                      (117)                                                   (115)
 receivable
 Foreign exchange movements                                                    101
 Decrease/(increase) in trade and other receivables                            1,809                                                   (465)
 Decrease in trade and other payables                                          (466)                                                   (407)
 Other costs                                                                   -                                                       33
 Share-based payment (credit)/charge                                           (737)                                                   312

                                                                               ------------------------------------------------------  ------------------------------------------------------
 Cash generated from/(used in) operating activities                            1,172                                                   (2,245)
                                                                               ======================================================  ======================================================

 Taxation received/paid                                                        12                                                      (907)

 

                                                         ------------------------------------------------------  ------------------------------------------------------
 Net cash generated from/(used in) operating activities  1,184                                                   (3,152)
                                                         ======================================================  ======================================================

 

Cash flows from investing activity

 Interest received                           117                                                     115
                                             ------------------------------------------------------  ------------------------------------------------------
 Net cash generated from investing activity  117                                                     115
                                             ======================================================  ======================================================

 

Cash flows from financing activities

 Interest paid in respect of leases     (5)                                                     (3)
 Capital payments in respect of leases  (244)                                                   (219)
                                        ------------------------------------------------------  ------------------------------------------------------
 Net cash used in financing activities  (249)                                                   (222)
                                        ======================================================  ======================================================

 

 Net increase/(decrease) in cash and cash equivalents  1,052                                                   (3,259)
 Cash and cash equivalents at beginning of period      7,740                                                   11,663
 Exchange movement on cash                             52                                                      (664)
                                                       ------------------------------------------------------  ------------------------------------------------------
 Cash and cash equivalents at end of period            8,844                                                   7,740
                                                       ======================================================  ======================================================

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

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 and 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 material accounting policies

 

2.1. Basis of preparation

 

The financial statements for the year ended 31 December 2024 have been
prepared in accordance with the historical cost convention and with
international accounting standards in conformity with the requirements of the
Companies Act 2006 and with UK adopted International Financial Reporting
International Financial Reporting Standards (IFRSs).

 

The profit before charging interest, tax, depreciation, amortisation,
share-based payment charges, other, non-recurring income and exceptional costs
(adjusted EBITDA) is presented in the income statement as the Directors
consider this performance measure provides a more accurate indication of the
underlying performance of the Company and is commonly used by City analysts
and investors.

 

The preparation of financial statements requires management to exercise its
judgement in the process of applying accounting policies. The areas involving
a higher degree of judgement, or areas where assumptions and estimates are
significant to the financial information, are disclosed in note 3.

 

The presentational and functional currency of the Company is sterling. Results
in these financial statements have been prepared to the nearest £1,000.

 

The results shown for the year ended 31 December 2024 and 31 December 2023 are
audited. The consolidated financial information contained in this announcement
does not constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006. Statutory accounts of the Company in respect of the
financial year ended 31 December 2024 were approved by the Board of directors
on 18 May 2025 and will be delivered to the Registrar of Companies in due
course. The report of the auditors on those accounts was unqualified and did
not contain an emphasis of matter paragraph nor any statement under Section
498 of the Companies Act 2006.

 

2.2. Basis of consolidation

 

The consolidated financial information incorporates the financial information
of Dianomi Plc and all of its subsidiary undertakings. Subsidiary undertakings
include entities over which the Group has effective control, being Dianomi
Inc. and Dianomi Pty Ltd. 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.

 

2.3. Going concern

 

At the time of approving the financial statements, the Directors have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. At 31 December 2024 the
Group had cash and cash equivalents of £8.8 million (2023: £7.7 million) and
net assets of £8.4 million (2023: £8.6 million). The Group has no debt
outstanding or facilities in place (2023: £nil).

 

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 are challenged by various
downside scenarios such as the loss of a major publisher, margin erosion or no
new business to stress test the estimated future cash position. The Directors
are pleased to 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.

 

 

2.4. Material accounting policies

 

2.4.1.   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), cost per click (CPC) or cost per
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 payment terms vary between 30 to 120 days of receipt of invoice
dependent on advertiser.

 

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.

 

2.4.2.   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.

 

In limited instances, the Company incurs costs with publishers based on a
guaranteed minimum rate of payment from the Company in exchange for guaranteed
placement of the Company's promoted recommendations on specified portions of
the publisher's online properties. These guaranteed rates are typically either
a minimum monthly payment or a minimum CPM and are recognised as an expense as
incurred.

 

2.4.3.   Taxation

 

Current tax is the tax currently payable based on the taxable profit for the
year. The Group recognises current tax assets and liabilities of entities in
different jurisdictions separately as there is no legal right of offset.

 

The Group's US subsidiary does not charge US sales tax on its services as it
provides non-taxable services.

 

Deferred tax is provided in full on temporary differences between the carrying
amounts of assets and liabilities and their tax bases, except when, at the
initial recognition of the asset or liability, there is no effect on
accounting or taxable profit or loss under a business combination. Deferred
tax is determined using tax rates and laws that have been substantially
enacted by the statement of financial position date, and that are expected to
apply when the temporary difference reverses. Changes in deferred tax assets
or liabilities are recognised as a component of the tax expense in the
statement of comprehensive income, except where they relate to items that are
charged or credited directly to equity, in which case the related deferred tax
is also charged or credited directly to equity.

 

Tax losses available to be carried forward, and other tax credits to the
Group, are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary
differences can be utilised.

 

2.4.4.   Development costs

 

Costs relating to the maintenance and enhancement of the Group's ongoing
operations are recognised as an expense in profit and loss as incurred.
Expenditure on development activities is recognised as an intangible asset
when the Group can demonstrate: the technical feasibility of completing the
asset so that it will be available for use or sale; its intention to complete
and its ability to use or sell the asset; how the asset will generate future
economic benefits; the availability of resources to complete the asset; and
the ability to reliably measure the expenditure during development.

 

2.4.5.   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 Company'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.

 

2.4.6.   Cash and cash equivalents

 

Cash is represented by cash in hand and deposits with financial institutions.

 

2.4.7.   Financial instruments

 

The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised on trade date when the Group becomes a
party to the contractual provisions of the instrument. Financial instruments
are recognised initially at fair value plus, in the case of a financial
instrument not a fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the financial
instrument. Financial instruments are derecognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.

 

Non-derivative financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings and trade and other payables.
All financial instruments held are classified as loans and receivables.

 

a) Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less
attributable transaction costs. Trade and other payables are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing transaction, for
example if payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a market rate
of interest for a similar debt instrument.

b) Contract liabilities

A contract liability is recognised if a payment is received or a payment is
due (whichever is earlier) from a customer before the Group transfers the
related services. Contract liabilities are recognised as revenue when the
performance obligation has been met.

 

c) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the present value of
future payments discounted at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised costs using
the effective interest method, less any impairment losses.

d) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

e) Derivative financial instruments

Derivative financial instruments comprise economic hedges. Hedge accounting is
not applied to derivative instruments that economically hedge financial assets
and liabilities denominated in foreign currencies. Changes in the fair value
of such derivatives are recognized in profit or loss under financing income or
expenses

 

2.4.8.   Leases

 

The Group leases property in the UK, US and Australia.

 

All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:

 

-      Leases of low value assets; and

-      Leases with a duration of less than twelve months.

 

These leases are recognised as an expense on a straight-line basis over the
term of the lease.

 

Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate on commencement of the lease is used. This was 5.5 per cent. in
2024 and 3.0 per cent. in 2023 respectively. Variable lease payments are only
included in the measurement of the lease liability if they depend on an index
or rate. In such cases, the initial measurement of the lease liability assumes
the variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.

 

Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:

-      Lease payments made at or before commencement of the lease;

-      Initial direct costs incurred; and

-      The amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).

 

Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.

 

No lease modification or reassessment changes have been made during the
reporting period from changes in any lease terms or rent charges.

 

2.4.9.   Earnings per share

 

The Group presents basic and diluted earnings per share on an IFRS basis. In
calculating the weighted average number of shares outstanding during the
period, any share restructuring is adjusted to allow comparability with other
periods. The calculation of diluted earnings per share assumes conversion of
all potentially dilutive ordinary shares, which arise from share options
outstanding.

2.4.10. Financing income and expenses

 

Financing expenses comprise interest payable, finance charges on shares
classified as liabilities and leases recognised in the income statement using
the effective interest method, unwinding of the discount on provisions, and
net foreign exchange losses that are recognised in the statement of
comprehensive income.

 

Financing income includes interest receivable on funds invested. Interest
income and interest payable are recognised in the statement of comprehensive
income as they accrue, using the effective interest method.

 

2.4.11. Reorganisation costs

 

Items which are material because of their size or nature and which are
non-recurring are highlighted separately on the face of the consolidated
statement of comprehensive income.  The separate reporting of exceptional
items helps provide a better picture of the Group's underlying performance.
Items which have been included within this category are the costs relating the
reorganisation which took place in 2023.

Reorganisation costs are excluded from the headline profit measures used by
the Group and are highlighted separately in the consolidated statement of
comprehensive income as management believe that they need to be considered
separately to gain an understanding the underlying profitability of the
trading businesses.

2.4.12. 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. If a modification results in a reduction in the number of
options granted, then this results in an acceleration of the vesting period
and therefore any amount unrecognised that would otherwise have been charged
is charged to profit or loss immediately.

 

The Black-Scholes option pricing model is used to value the equity-settled
share-based payment awards as it is considered that this approach would result
in a materially accurate estimate of the fair value of the options granted.

 

 

2.5. Standards issued but not yet effective

 

The IASB and IFRIC have issued the following relevant standards and
interpretations with effective dates as noted below:

 

 Standard                                                               Key Requirements                                                                 Effective date (for annual periods beginning on or after)
 Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates  The amendments clarify when a currency is exchangeable into another currency     1 January 2025
                                                                        and how a company estimates a spot rate when a currency lacks exchangeability.

 

The new standards, listed above, are not expected to have a material impact on
the Group in the current or future reporting periods and on foreseeable future
transactions.

 

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, share-based payment charges, other, non-recurring
income and non-recurring exceptional costs. Adjusted EPS excludes from profit
after tax share-based payment charges, other, non-recurring income and
non-recurring exceptional items and their related tax impacts. Please refer to
note 7 for reconciliations to Alternative Performance Measures ("APMs").

 

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.

 

-      Treatment of costs incurred in relation to the reorganisation: The
Group recorded significant one-off costs in respect of the reorganisation
undertaken in the year ended 31 December 2023 including consultancy, legal and
employee settlement costs. The Directors reviewed the reasonableness and
inclusion of these items in operating adjusted items and the disclosures in
the Annual Report.

 

 

4.     Revenue

 

    Revenue arises from:

                             Year to                                                 Year to

                              31 Dec 2024                                            31 Dec 2023
                             £000                                                    £000

 EMEA                        5,054                                                   4,811
 United States of America    22,138                                                  24,428
 APAC                        857                                                     915
                             ======================================================  ======================================================
                             28,049                                                  30,154
                             ======================================================  ======================================================

 

 

5.    Operating segments

 

The Group is operated as one global business by its executive team, with key
decisions made 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 to the Board as a single
segment and is consistent with the financial statements. As such, no
additional disclosure has been recorded under IFRS 8.

 

6.    Administrative expenses

 

                                         Year to                                                                               Year to

                                          31 Dec 2024                                                                          31 Dec 2023
                                         £000                                                                                  £000

 Direct staff costs                      4,077                                                                                 4,476
 IT and software costs                   1,500                                                                                 1,511
 Legal and professional                  693                                                                                   734
 Rent                                    147                                                                                   146
 Insurance                               302                                                                                   268
 Depreciation - leased assets            239                                                                                   213
 Foreign exchange losses/(gains)         208                                                                                   (39)
 Share-based payment (credit)/ charge    (737)                                                                                 312
 Plc costs                               374                                                     301
 Other administrative expenses           301                                                     407
                                         ======================================================  ======================================================
                                         7,104                                                   8,329
                                         ======================================================  ======================================================

 

During the year the Group obtained the following services from the Company's
auditors as detailed below:

                                              Year to                                                 Year to

                                               31 Dec 2024                                            31 Dec 2023
                                              £000                                                    £000

 Audit fees                                   136                                                     128
 Other services:
 Tax compliance                               23                                                      10
 Agreed upon procedures on interim results    -                                                       17
                                              ======================================================  ======================================================
                                              159                                                     155
                                              ======================================================  ======================================================

 

7.      Reconciliations to alternative profit measures

 

In order to provide better clarity to the underlying performance of the Group,
Dianomi uses adjusted EBITDA and adjusted earnings per share 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 non-cash depreciation
charges, share-based payment charges, other, non-recurring income and
non-recurring exceptional costs from operating losses. Adjusted EPS excludes
share-based payment charges, other, non-recurring income and non-recurring
exceptional items and their related tax impacts from profit after tax.

 

The table below sets out the reconciliation of the Group's adjusted EBITDA and
adjusted loss before tax from loss before tax.

                                           Year to                                                 Year to

                                            31 Dec 2024                                            31 Dec 2023
                                           £000                                                    £000

                                           ======================================================  ======================================================
 Profit/(loss) before tax                  338                                                     (1,819)
                                           ======================================================  ======================================================
 Adjusting items:
 Reorganisation costs                      -                                                       1,054
 Share-based payment (credit)/ charge      (737)                                                   312
                                           ======================================================  ======================================================
 Adjusted loss before tax                  (399)                                                   (453)
                                           ======================================================  ======================================================

 Depreciation                              239                                                     213
 Net finance income                        (112)                                                   (112)
                                           ======================================================  ======================================================
 Adjusted EBITDA                           (272)                                                   (352)
                                           ======================================================  ======================================================

The table below sets out the reconciliation of the Group's adjusted loss after
tax to adjusted loss before tax.

 

                                           ======================================================  ======================================================
 Adjusted loss before tax                  (399)                                                   (453)
                                           ======================================================  ======================================================

 Tax credit/ (expense)                     81                                                      (1,097)
 Derecognition of deferred tax asset       -                                                       675
 Tax impact of adjusting items             -                                                       (55)

                                           ======================================================  ======================================================
 Adjusted loss after tax                   (318)                                                   (930)
                                           ======================================================  ======================================================

 

Adjusted loss after tax is used in calculating adjusted basic and adjusted
diluted EPS. Adjusted loss after tax is stated before adjusting items and
their associated tax effects. Adjusted EPS is calculated by dividing the
adjusted loss after tax for the period attributable to Ordinary shareholders
by the weighted average number of ordinary shares outstanding during the
period. Adjusted diluted EPS is calculated by dividing adjusted loss after tax
by the weighted average number of shares adjusted for the impact of potential
ordinary shares. Potential Ordinary shares are treated as dilutive when their
conversion to Ordinary shares would decrease EPS. Please refer to note 12 for
further detail.

 

 

8.    Employee information

 

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

            Year to                                                 Year to

            31 Dec 2024                                             31 Dec 2023
            Number                                                  Number
 Directors  6                                                       6
 Employees  37                                                      36
            ----------------------------------------------------    ----------------------------------------------------
            43                                                      42
            ======================================================  ======================================================

 

The aggregate payroll costs of these persons (including directors) were as
follows:

 

                              Year to                                                                             Year to

                              31 Dec 2024                                                                         31 Dec 2023
                              £000                                                                                £000

 Wages and salaries           3,589                                                                               3,965
 Social security costs        431                                                                                 464
 Pension costs                57                                                                                  47
 Share-based payment expense  163                                                                                 312
                              ----------------------------------------------------   ----------------------------------------------------
                              4,240                                                  4,788
                              =====================================================  =====================================================

 

A defined contribution pension scheme is operated by a third party and the
Group pays contributions on behalf of the employees. The assets of the scheme
are held separately from those of the Group in an independently administered
fund. The pension charge represents contributions payable by the Group to the
fund. Contributions amounting to £nil were payable to the fund at the end of
2024 (2023: £nil).

 

Key management personnel include employees across the Group who together have
authority and responsibility for planning, directing and controlling the
activities of the Group. Key management personnel are considered to be the
executive directors of the Group and details regarding their remuneration are
set out below:

 

                     FY24
                      Salary     Benefits   Pension    Total
 Name                 £'000s     £'000s      £'000s     £'000s
 Rupert Hodson       220        3           10         233
 Charlotte Stranner  200        -           1          201
 Total               420        3           11         434

 

 

                                  FY23
                                   Salary    Notice and Termination Payment   Benefits   Pension    Total
 Name                              £'000s     £'000s                          £'000s      £'000s     £'000s
 Rupert Hodson                    190        -                               11          2          203
 Charlotte Stranner               180        -                               -           1          181
 Raphael Queisser( 1 )            37         221                             2           1          261
 Robert Cabell de Marcellus( 1 )  37         225                             -           1          263
 Total                            444        446                             13          5          908

 

( 1     ) Raphael Queisser and Robert Cabell de Marcellus stepped down
from the board and from their positions as COO and CTO respectively on 15
March 2023.

The highest paid director received remuneration of £233k (2023: £203k). No
share options were exercised by the directors in the year (2023: nil).

 

9.    Finance income and expense

 

                        Year to                                         Year to

                        31 Dec 2024                                      31 Dec 2023
                        £000                                            £000

 Interest received      117                                             115
                        ----------------------------------------------  ----------------------------------------------
 Total finance income   117                                             115
                        ============================================    ============================================

 On lease liability     5                                               3
                        ----------------------------------------------  ----------------------------------------------
 Total finance expense  5                                               3
                        ============================================    ==============================================

 

10.  Taxation

 

                                                 Year to                                            Year to

                                                 31 Dec 2024                                        31 Dec 2023
                                                 £000                                               £000
 UK corporation tax
 Current tax on loss for the year                -                                                  -
 Adjustments in respect of prior periods         (219)                                              -
                                                 -----------------------------------------------    -----------------------------------------------
                                                 (219)                                              -
                                                 =================================================  =================================================
 Foreign tax
 Foreign tax on profit for the year              138                                                422
                                                 -----------------------------------------------    -----------------------------------------------
 Total current tax                               138                                                422
                                                 =================================================  =================================================
 Deferred tax
 Origination and reversal of timing differences  -                                                  675
                                                 -----------------------------------------------    -----------------------------------------------
 Total deferred tax                              -                                                  675-
                                                 =================================================  =================================================
                                                 -----------------------------------------------    -----------------------------------------------
 Taxation on loss on ordinary activities         (81)                                               1,097
                                                 =================================================  =================================================

 

 

Reconciliation of tax expense

 

The tax assessed on the loss on ordinary activities for the year is lower than
(2023: higher than) the standard rate of corporation tax in the UK of 25.0%
(2023: 23.52%( 1 )).

 

                                                                      Year to                                                  Year to

                                                                      31 Dec 2024                                              31 Dec 2023
                                                                      £000                                                     £000

 Profit/(loss) on ordinary activities before taxation                 338                                                      (1,819)
                                                                      =======================================================  =======================================================

 Profit/(loss) on ordinary activities multiplied by standard rate of  84                                                       (428)
 corporation tax in the UK of 25.0% (2023: 23.52%( 1 ))

 Effects of:
 Expenses not deductible for tax purposes                             (181)                                                    127
 Difference in tax rates                                              (36)                                                     (38)
 Adjustments in respect of prior periods                              (220)
 Deferred tax not recognised                                          272                                                      1,436

                                                                      =======================================================  =======================================================
 Tax on loss                                                          (81)                                                     1,097
                                                                      =======================================================  ======================================================

( 1 ) the standard rate of corporation tax in the UK increased from 19.0% to
25.0% in April 2023 hence a blended rate of 23.52% was used for 2023.

( )

11.  Deferred tax

 

 Deferred tax asset
                                 As at                                        As at

                                 31 Dec 2024                                  31 Dec 2023
                                 £000                                         £000

 Tax losses                      -                                            -
                                 =============  ===========================   ========================================

The value of the unrecognised tax losses as at 31 December 2024 was £11.6
million (2023: £11.1 million). The value of the deferred tax asset not
recognised as at 31 December 2024 was £2.9 million (2023: £2.8 million).

As at 31 December 2024, the timing as to when the Company's losses would be
utilised was still considered uncertain, hence no deferred tax asset has been
recognised.

 

12.  Earnings/(loss) per share

The Group presents non-adjusted and adjusted basic and diluted earnings/(loss)
per share (EPS/LPS) for its ordinary shares. Basic LPS is calculated by
dividing the loss for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period.

Diluted EPS/LPS takes into consideration the Company's dilutive contingently
issuable shares. The weighted average number of ordinary shares used in the
diluted EPS/LPS calculation is inclusive of the number of share options that
are expected to vest subject to performance criteria as appropriate, being
met.

The loss and weighted average number of shares used in the calculations are
set out below:

 

                                                                                 Year to       Year to

                                                                                 31 Dec 2024   31 Dec 2023
                                                                                 £000          £000
 Profit/(loss) attributable to the ordinary equity holders of the Group used in  419           (2,916)
 calculating basic and diluted EPS/LPS

 Basic earnings/(loss) per ordinary share (p)                                    1.40          (9.71)
 Diluted earnings/(loss) per ordinary share (p)                                  1.40          (9.71)

 

 

 

                                                                                 Year to                                                     Year to

                                                                                 31 Dec 2024                                                 31 Dec 2023
 Adjusted basic and diluted LPS                                                  £000                                                        £000

 Reconciliation of losses used in calculating adjusted LPS:
 Proift/(loss) attributable to the ordinary equity holders of the Group used in
 calculating basic and diluted LPS

                                                                                 419                                                         (2,916)
 Adjusting items:
 Share-based payments                                                            (737)                                                       312
 Reorganisation costs                                                            -                                                           1,054
 Derecognition of deferred tax asset                                             -                                                           675

 Tax impact of adjusting items                                                   -                                                           (55)
                                                                                 ======================================================      ======================================================
 Loss attributable to the ordinary equity holders of the Group used in           (318)                                                       (930)
 calculating adjusted basic and diluted LPS

 Adjusted basic loss per ordinary share (p)                                                                    (1.06)                        (3.10)
 Adjusted diluted loss per ordinary share (p)                                                                  (1.06)                        (3.10)

 

 

                                                                            Year to                                                         Year to

                                                                            31 Dec 2024                                                     31 Dec 2023

 Weighted average number of ordinary shares used as the denominator in      30,027,971                                                      30,027,971
 calculating non-adjusted and adjusted basic LPS
 Weighted average share option dilution impact                              -                                                               1,642,490
                                                                            ==============================================================  ==============================================================
 Weighted average number of ordinary shares used as the denominator in      30,027,971                                                      31,670,461
 calculating non-adjusted and adjusted diluted LPS

During the year to 31 December 2024, the weighted average number of options in
issue was 1,407,337. However, as at 31 December 2024, it was considered
unlikely that the performance criteria connected to these options will be met,
hence the options are not expected to vest and therefore are not considered to
be dilutive.

13.  Right-of-use assets

 

                                                                  Leased property
                                                                  £000
 Cost
 At 1 January 2023                                                577
                                                                  ===================================================
 At 31 December 2023                                              577
                                                                                              ==================================================
 At 1 January 2024                                                                            577
 Additions                                                                                    239
                                                                                              ===================================================
 At 31 December 2024                                                                          816
                                                                  ==================================================
 Depreciation
 At 1 January 2023                            364
 Depreciation charge                          213
                                              ===================================================
 At 31 December 2023                          577
                                              ==================================================
 At 1 January 2024                            577
 Depreciation charge                          239
                                              ===================================================
 At 31 December 2024                          816
                                              ===================================================

 

 Net book value
 At 31 December 2023    -
 At 31 December 2024    -

 

In December 2023 the Company entered into a 12-month lease for the London
office premises which commenced on 1 January 2024 and under which total
payments due were £0.2 million. Lease liabilities in respect of right-of-use
assets were nil as at 31 December 2024 (2023: nil). The discount rate used in
determining the present value of the lease liability was 5.5% (2023: 3%). The
interest expense recognised in the statement of comprehensive income for the
year ended 31 December 2024 was £5k (2023: £3k). In December 2024 the
Company entered into a new 12-month lease agreement for its serviced office
premises in London which commenced 1 January 2025.

 

 

14.  Subsidiaries

 

The undertakings in which the Group's interest at the year-end is 20 per cent.
or more are as follows:

 

 Subsidiary undertakings  Country of incorporation  Principal activity         At 31 Dec  At 31 Dec 2023

                                                                               2024

 Dianomi Inc              United States             Business support services  100%       100%

 Dianomi PTY              Australia                 Business support services  100%       100%

 

The registered office of Dianomi Inc is Corporate Service Bureau Inc., 28 Old
Rudnick Lane, Dover, Delaware,19901. The registered office of Dianomi PTY is
ALM Williams Partners, Level 2, 570 St Kilda Road, Melbourne, VIC 3004.

 

 

15.  Trade and other receivables

 

                    As at                                           As at

                    31 Dec 2024                                     31 Dec 2023
                    £000                                            £000
 Current
 Trade receivables  6,174                                           8,081
 Prepayments        224                                             145
 Loan receivable    -                                               5
 Other receivables  133                                             108
                    ----------------------------------------------  ----------------------------------------------
                    6,531                                           8,339
                    ==============================================  ==============================================

 

All the trade receivables were non-interest bearing and receivable under
normal commercial terms. The directors consider that the carrying value of
trade and other receivables approximates to their fair value.

 

The loan receivable balance in 2023 relate to a loan owed from Buckingham Gate
Financial Services Limited, a shareholder and related party. The loan accrued
annual interest at 4% and has now been fully repaid.

 

The expected credit loss on trade and other receivables was not material at
the current or prior year end. For analysis of the maximum exposure to credit
risk, please refer to note 20.

 

The impairment loss recognised in the income statement for the period in
respect of bad and doubtful trade receivables was £33k (2023: £35k).

 

The ageing of trade receivables is detailed below:

 

     As at 31 December 2024

                        < 30 days                                        < 60 days                                       < 90 days                                     < 180 days                                    > 180 days                                      Total
                        £000                                             £000                                            £000                                          £000                                          £000                                            £000

 Gross carrying amount  2,645                                            1,614                                           1,036                                         728                                           151                                             6,174
                        ===============================================  ==============================================  ============================================  ============================================  ==============================================  =================================================

 

 

     As at 31 December 2023

                        < 30 days                                        < 60 days                                       < 90 days                                     < 180 days                                    > 180 days                                      Total
                        £000                                             £000                                            £000                                          £000                                          £000                                            £000

 Gross carrying amount  3,316                                            2,312                                           1,047                                         797                                           609                                             8,081
                        ===============================================  ==============================================  ============================================  ============================================  ==============================================  =================================================

 

 

16.  Cash and cash equivalents

 

                           As at 31 Dec                                  As at 31 Dec 2023

                            2024
                           £000                                          £000

 Cash at bank and in hand  8,844                                         7,740
                           ============================================  ==============================================

 

     Cash at bank earns interest at floating rates based on bank deposit
rates.

 

17.  Trade and other payables

 

                                        As at 31 Dec                                    As at 31 Dec 2023

                                         2024
                                        £000                                            £000
 Current liabilities
 Trade payables                         3,355                                           4,221
 Other taxes and social security costs  -                                               37
 Other payables and accruals            3,818                                           3,383
                                        ----------------------------------------------  ----------------------------------------------
                                        7,173                                           7,641
                                        ============================================    =============================================

 

The fair value of trade and other payables approximates to book value at each
year end. Trade payables are non-interest bearing and are normally settled
monthly.

 

 

18.  Lease liabilities

                      As at 31 Dec                                  As at 31 Dec

                      2024                                           2023
                      £000                                          £000
 Current liabilities
 Lease liabilities
                      -                                             -
                      --------------------------------------------  --------------------------------------------
                      -                                             -
                      ==========================================    ==========================================

 

The Group leases an office building in London for use by its staff. The
discount rate used in determining the present value of lease liabilities was
the Group's incremental borrowing rate of 5.5% (2023: 3%). The interest
expense recognised in the consolidated statement of comprehensive income for
the year ended 31 December 2024 was £5k (2023: £3k). Payments of £244k
(2023: £222k) in respect of rental payments paying down lease liabilities
have been recognised in the consolidated statement of cash flows. In December
2024 the Company entered into a new 12-month lease agreement for its serviced
office premises in London which commenced 1 January 2025.

 

The office leases in the US and Australia are considered short term. The total
amount recorded in the consolidated statement of comprehensive income in
respect of short-term leases is £147k (2023: £145k). Remaining commitments
on short term leases are recorded below.

 

                  As at 31 Dec                                  As at 31 Dec 2023

                  2024
                  £000                                          £000

 Within one year  30                                            29
                  --------------------------------------------  --------------------------------------------
                  30                                            29
                  ==========================================    ==============================================

 

 

19.  Financial instruments

 

The Group's and Company's financial instruments may be analysed as follows:

                                                    As at 31 Dec                                     As at 31 Dec 2023

                                                    2024
                                                    £000                                             £000
 Financial assets
 Financial assets measured at amortised cost:
 Cash at bank and in hand                           8,844                                            7,740
 Trade receivables                                  6,174                                            8,081
 Loan receivable                                    -                                                5
 Other receivables                                  133                                              108
                                                    ===============================================  ===============================================
                                                    15,151                                           15,934
                                                    ===============================================  ===============================================
 Financial liabilities
 Financial liabilities measured at amortised cost:
 Trade payables                                     3,355                                            4,221
 Other payables and accruals                        3,818                                            3,383
                                                    ===============================================  ===============================================
                                                    7,173                                            7,604
                                                    ===============================================  ===============================================

 

The Group's income, expense, gains and losses in respect of financial assets
measured at fair value through profit or loss realised a fair value loss of
£nil (2023: £nil).

 

 

20.  Financial risk management

 

The Group and Company is exposed to a variety of financial risks through its
use of financial instruments which result from its operating activities. All
the Group's financial instruments are classified as loans and receivables. The
Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described below:

 

Credit risk

 

Generally, the Group's and Company's maximum exposure to credit risk is
limited to the carrying amount of the financial assets recognised at the
reporting date, as summarised below:

 

                    As at 31 Dec                                        As at 31 Dec

                     2024                                                2023
                    £000                                                £000
 Trade receivables  6,174                                               8,081
 Other receivables  357                                                 258
                    --------------------------------------------------  --------------------------------------------------
                    6,531                                               8,339
                    ================================================    ================================================

 

Credit risk is the risk of financial risk to the Group and Company if a
counter party to a financial instrument fails to meet its contractual
obligation. The nature of the Group's and Company's debtor balances, the time
taken for payment by clients and the associated credit risk are dependent on
the type of engagement.

 

The Group's and Company's trade and other receivables are actively monitored.
The ageing profile of trade receivables is monitored regularly by the Chief
Financial Officer. Any debtors over 60 days are individually reviewed by the
Chief Financial Officer every month and explanations sought for any balances
that have not been recovered. A summary of significant trade and other
receivables is provided to the Directors on a monthly basis and any issues are
brought to their attention.

 

Unbilled revenue is recognised by the Group and Company only when all
conditions for revenue recognition have been met in line with the Group's
accounting policy.

 

The Directors are of the opinion that there is no material credit risk at
group level.

 

Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting
its obligations associated with its financial liabilities. The Group seeks to
manage financial risks to ensure sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.

 

The tables below analyse the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities.

 

The amounts disclosed in the tables are the contractual undiscounted cash
flows. Balances due within 12 months equal their carrying balances, because
the impact of discounting is not significant.

 

Contractual maturities of financial liabilities:

                               As at 31 December 2024                                                                                      As at 31 December 2023
                                                                                             Carrying amount of                                                                                          Carrying amount of

                               Less than 6 months representing total contractual cashflows   liabilities                                   Less than 6 months representing total contractual cashflows   Liabilities
                               £000                                                          £000                                          £000                                                          £000

 Trade and other payables      7,173                                                         7,173                                         7,641                                                         7,641
                               ============================================                  ============================================  ============================================                  ============================================
 Total                         7,173                                                         7,173                                         7,641                                                         7,641
                               =======================================                       ============================================  =========================================                     ============================================

 

 

Interest rate risk

 

As at 31 December 2024 and 2023 the Group has no interest rate risk exposure
as the Group had no debt outstanding.

 

Foreign currency risk

 

The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily US Dollars and Australian
Dollars. The Group monitors exchange rate movements closely and occasionally
enters into forward contract agreements to hedge against the potential
volatility of unfavourable foreign exchange rates. The Group ensures adequate
funds are maintained in appropriate currencies to meet known liabilities. The
Group also has trade receivable balances in foreign currency and monitors the
potential effect of any exchange rate movements on these balances.

 

The Group's exposure to foreign currency risk at the end of the respective
reporting period, expressed in Currency Units, was as follows:

 

                              As at 31 December 2024

                              CU000's
                              USD    CAD    EUR    AUD    SGD
 Cash & cash equivalents      7,002  1,082  132    1,261  260

                              As at 31 December 2023

                              CU000s
                              USD    CAD    EUR    AUD    SGD
 Cash & cash equivalents      8,399  355    41     968    364

 

The Group is exposed to foreign currency risk on the relationship between the
functional currencies of the Group companies and the other currencies in which
the Group's material assets and liabilities are denominated. The table below
summaries the effect on profit and loss had the functional currency of the
Group weakened or strengthened against these other currencies, with all other
variables held constant.

 

                                           As at 31 Dec                                        As at 31 Dec 2023

                                           2024
                                           £000                                                £000

 10% weakening of functional currency      2,446                                               100
                                           ==================================================  ==================================================

 10% strengthening of functional currency  (2,002)                                             (82)
                                           ==================================================  ========================================

 

The impact of a change of 10% has been selected as this has been considered
reasonable given the current level of exchange rates and the volatility
observed both on a historical basis and market expectations for future
movements.

 

Fair value of financial instruments

 

The fair values of all financial assets and liabilities approximates their
carrying value.

 

 

Capital risk management policy

 

The Group's capital management objectives are:

·    to ensure the Group's ability to continue as a going concern in order
to continue to provide returns for shareholders and benefits for other
stakeholders

·    maintain an optimal capital structure to reduce the cost of capital

 

The Group considers its capital comprises share capital plus all reserves,
which amounted to £8.4 million as at 31 December 2024 (2023: £8.6
million).

 

The Group has no debt facilities in place as at 31 December 2024 (2023:
£nil). Management assesses the Group's capital requirements in order to
maintain an efficient overall financing structure. The Group manages the
capital structure and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of the underlying assets.

 

 

21.  Related party disclosures

 

Transactions with BGF are disclosed below:

             Year ended                                        Year ended

             31 Dec 2024                                       31 Dec 2023
             £000                                              £000

 Annual fee  50                                                50
             ================================================  ==============================================

 

The amount due to BGF as at 31 December 2024 is £15k (2023: nil). The annual
fee relates specifically to Matthew Singh's (a representative of BGF) services
as a Non-Executive Director.

The Group received revenues of £64k (2023: £29k) from Buckingham Gate
Financial Services Limited, a company that is controlled by shareholders of
the Company. As at 31 December 2024 there were trade receivables from
Buckingham Gate Financial Services Limited of £16k (31 December 2023: £3k).
The Group also had a loan receivable from Buckingham Gate Financial Services
Limited which was repaid in full during the year (31 December 2023: £5k).
Interest receivable of £nil accrued in the year ended 31 December 2024 (2023:
£1k).

 

22.  Share capital

 

                                                              Issued Shares Number   Nominal Value      Issued Amount

£
£
 Ordinary Shares
 As at 31 December 2023, 1 January 2024 and 31 December 2024  30,027,971                   0.002           60,056

 

23.  Share-based payments

 

      At the time of the Company's IPO in May 2021, the Dianomi
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 employees who were granted options in 2021 and
2022 were given the option to have their original options cancelled (the
"Cancellation"), and replacement option schemes (the "Replacement Option
Schemes") were introduced under which employees were 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.

 

                                             Weighted average exercise price               Number                          Weighted average exercise price (pence)                                       Number

                                             (pence)
                                             Dec 24                                        Dec 24                          Dec 23                                                                        Dec 23

 Outstanding at the beginning of the period  55                                            1,420,017                                                       278                                           1,721,551
 Granted during the period                   -                                             -                                                               55                                            1,420,017
 Lapsed/cancelled during the period          50                                            (43,034)                                                        278                                           (1,721,551)
                                             --------------------------------------------  -----------------------------------------------------------     --------------------------------------------  -----------------------------------------------------------
 Outstanding at the end of the period        56                                            1,376,983                                                       55                                            1,420,017
                                             ============================================  =      ======================                                   ============================================  =======================================================
                                                                                           ==================================

 

 

Of the total number of options outstanding at the end of the period, 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.

 

The Black-Scholes option pricing model was used to value the equity-settled
share-based payment awards as it was considered that this approach would
result in a materially accurate estimate of the fair value of the options
granted.

 

The inputs into the model 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 credit/(expense) comprises:

 

                         As at                                       As at

                         31 Dec 2024                                 31 Dec 2023
                         £000                                        £000

 Equity-settled schemes  737                                         (312)
                         ==========================================  ==========================================

 

24.  Reserves

 

Share Capital

Share capital represents the nominal value of share capital subscribed.

 

Share Premium

Share premium represents the funds received in exchange for shares over and
above the nominal value, offset by costs incurred on the raise of equity.

 

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which
amounts are transferred following the redemption or purchase of the Company's
own shares.

 

Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences that
arise on consolidation from the translation of the financial statements of
foreign subsidiaries.

 

Retained earnings

The retained earnings reserve represents cumulative net gains and losses
recognised in the statement of comprehensive income.

 

Share option reserve

The share-based payment reserve represents amounts accruing for equity settled
share options granted plus the fair value of share options exercised upon IPO.

 

 

25.  Ultimate controlling party

 

There is no ultimate controlling party as at 31 December 2024 nor was there as
at 31 December 2023.

 

 

26.  Contingent liabilities and contingent assets

 

The Group had no contingent liabilities or contingent assets at 31 December
2024 (31 December 2023: £nil).

 

 

27.  Capital Commitments

 

The Group's capital commitments at 31 December 2024 are £nil (31 December
2023: £nil).

 

 

 

 

 

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.   END  FR FLFEAEAITLIE

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