REG - Digitalbox PLC - Final Audited Results
31/03/2026 07:10
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260331:nRSe8167Ya&default-theme=true
RNS Number : 8167Y Digitalbox PLC 31 March 2026
`3CHAIRMAN'S STATEMENT
31 March 2026
Digitalbox plc
("Digitalbox", the "Group" or the "Company")
Final Audited Results for the year ended 31 December 2025
Digitalbox plc, the mobile-first digital media business, which owns leading
websites Entertainment Daily, The Daily Mash, The Poke, The Tab and TV Guide,
today publishes its final audited results for the year ended 31 December 2025.
Financial Highlights:
2025 2024 Variance
£m
£m
Group revenue 3.9 3.6 +7%
Gross profit 3.2 3.1 +2%
Adjusted EBITDA* 0.68 0.62 +9%
Adjusted EBITDA margin* 17.4% 17.1% +0.3pp%
EBITDA** 0.32 0.6 -41%
Cash generated by operations 0 0.5 -96%
Gross cash 1.8 2.1 -14%
Net Cash 1.8 2.0 -10%
*We have reported 'Adjusted EBITDA' to remain consistent with 2024 and the
2025 half-year results, which is defined as the operating profit after adding
back depreciation, amortisation, share based payments, acquisition costs,
costs related to one-off projects and new product development. During the
year, the majority of these investments supported the Company's Verticals
strategy, resulting in the creation of four new operating assets.
**In addition, we have reported 'EBITDA' which is post new product development
to align with market commentaries on the Group's trading performance. For
clarity, 'EBITDA' is defined as the operating profit after adding back
depreciation, amortisation, share based payments, acquisition costs and costs
related to one-off projects. Going forward we will continue to review
management-defined performance measures
(https://www.icaew.com/technical/corporate-reporting/ifrs/ifrs-accounting-standards-tracker/ifrs-18-presentation-and-disclosure-in-financial-statements)
to provide useful information to readers and in the light of generally
accepted accounting practices
Operational highlights:
● Expanded portfolio to ten brands across three publishing groups
● Online sessions totalled 256m
● Unique users grew by 3%
● Page views increased by 7% year-on-year
● Mobile users remained stable at 100m
● Social followers increased to 27m (2024: 21m), representing 31% year-on-year
growth
James Carter, CEO, Digitalbox plc said: "2025 saw Digitalbox accelerate our
creation of a digital entertainment publishing powerhouse. In 2024, having
once again delivered EBITDA profitability, we entered 2025 focused on scaling
our portfolio and strengthening our monetisation engine. We have delivered
against those objectives.
"Agility and adaptability have been the defining characteristics of
Digitalbox's approach. We see the structural changes in the global media
industry as catalysts not headwinds. Focused, mobile-first publishers, like
Digitalbox, with scalable technology and a disciplined approach to costs are
well placed to gain relative advantage in the current environment with the
early stages of 2026 presenting positive progress in line with our plans"
Investor Presentation
Digitalbox will also provide a live investor presentation through the Investor
Meet Company platform today at 10.00am. The presentation is open to all
existing and potential shareholders. Questions can be submitted at any time
during the live presentation. Investors can sign up to Investor Meet Company
for free and add to meet Digitalbox plc via
https://www.investormeetcompany.com/digitalbox-plc/register-investor
(https://www.investormeetcompany.com/digitalbox-plc/register-investor) .
Investors who have already registered and added to meet the Company will be
automatically invited.
Enquiries:
Digitalbox c/o SEC Newgate
James Carter, CEO
Panmure Liberum Tel: 020 7886 2500
(Nominated Adviser & Joint Broker)
James Sinclair-Ford / Izzy Anderson
Rupert Dearden
Leander Capital Partners (Joint Broker) Tel: 07786150915
Alex Davies
SEC Newgate (Financial PR) Tel: 07376 478285
Harry Handyside digitalbox@secnewgate.co.uk
About Digitalbox plc
Digitalbox plc is a UK-based, pure-play digital media company focused on
delivering profitable publishing at scale, specifically optimised for mobile
platforms. The company operates a portfolio of high-performing, content-rich
brands that engage audiences through entertainment, satire, and youth culture.
Digitalbox owns and operates the following trading brands:
● Entertainment Daily - A leading source of UK entertainment news, covering
television, showbiz, and celebrity stories
● The Daily Mash - A satirical news platform known for its humorous take on
current events and cultural commentary
● The Tab - The UK's largest youth culture site, powered by student journalists
and contributors from universities across the country
● The Poke - A curator of the internet's funniest content, offering a sharp and
witty editorial lens on viral trends and social media
● TV Guide - A comprehensive digital destination for UK television listings,
schedules, and viewing recommendations
● Emmerdale Insider - A niche brand dedicated to news, spoilers, and fan
content related to the long-running British soap opera Emmerdale
● Royal Insider - A specialist outlet providing news, features, and insights
into the British Royal Family
● Reality Shrine - A hub for fans of reality TV, covering shows, personalities,
and behind-the-scenes gossip
● EastEnders Insider - A dedicated platform for fans of EastEnders, delivering
the latest news, spoilers, and features from Albert Square
● Coronation Street Insider - Again, a dedicated platform for fans of this
show delivering the latest news, spoilers, and features from the cobbled
streets of Weatherfield
Digitalbox generates revenue primarily through digital advertising, leveraging
its mobile-first strategy to deliver significantly higher revenue per session
than industry averages. Its proprietary technology and editorial expertise
enable it to scale content efficiently while maintaining strong audience
engagement.
Market abuse regulation
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (MAR).
.
CHAIRMAN'S STATEMENT
This was a year of momentum and strategic progress for Digitalbox. Building on
the positive results delivered in 2024, the Group has moved decisively into
its next phase of development - scaling operations, strengthening monetisation
capabilities and further validating its buy-and-build strategy.
The digital media environment continues to evolve at pace. AI-driven content
discovery, platform algorithm adjustments and shifts in advertising allocation
have reshaped audience flows and monetisation dynamics. Against this backdrop,
Digitalbox has demonstrated resilience and adaptability. While online sessions
moderated to 256m, unique users increased by 3% and both page views and
revenue grew year on year. Notably, social followers increased by 31%,
materially strengthening the Group's owned and distributed reach.
During the year, the Group expanded its portfolio to ten brands across its
three publishing groups - Entertainment, Humour, and Youth. Integration of
prior acquisitions has been completed successfully and continues to
demonstrate the repeatability of our model. All acquisitions to date have
delivered profitable outcomes and achieved cumulative payback within 24 months
or less. Organic vertical launches - including Royal Insider and Reality
Shrine - have strengthened the Group's authority in specialist entertainment
segments and supported its scalable platform strategy.
We remain confident in the strength of the Company's mobile-first technology
and monetisation infrastructure, Graphene. Graphene enables newly acquired and
launched assets to operate efficiently. As the portfolio grows, the benefits
of shared infrastructure and unified yield management become increasingly
evident.
Capital allocation discipline remains central to our governance framework. The
Group maintains a strong balance sheet and robust cash-generation profile,
providing both resilience and strategic flexibility. The Company finished 2025
with approaching £2m in cash and it will continue to deploy capital
selectively - whether though acquisitions or organic investments - where
opportunities meet our return thresholds and align with our
entertainment-focused strategy.
Digitalbox today is a more diversified, scalable and strategically coherent
business than at any point since listing on AIM in 2019. The Board believes
the Group is well positioned to capitalise on structural consolidation within
digital publishing and to continue delivering sustainable long-term
shareholder returns.
On behalf of the Board, I would like to thank our employees for their
dedication, our partners for their collaboration and our shareholders for
their continued support.
Marcus Rich
Chairman
31 March 2026
CHIEF EXECUTIVE'S REPORT
2025 saw Digitalbox accelerate our creation of a digital entertainment
publishing powerhouse. Having once again delivered EBITDA profitability in
2024, we entered 2025 focused on scaling our portfolio and strengthening our
monetisation engine. We have delivered against those objectives.
Agility and adaptability have been the defining characteristics of
Digitalbox's approach. We see the structural changes in the global media
industry as catalysts not headwinds. Focused, mobile-first publishers, like
Digitalbox, with scalable technology and a disciplined approach to costs are
well placed to gain relative advantage in the current environment.
Our strategy is clear: build and acquire high-engagement entertainment
verticals, scale them efficiently, and maximise revenue through the Graphene
Ad Stack (GAS) and on-platform monetisation programs.
Financial review
Full year revenue of £3.9m was up 7% on 2024 as a result of organic growth
and bolt-on acquisitions, with year-on-year growth in each operating segment.
2025 2024 Var Var
Revenues £'000 £'000 £'000 %
Entertainment 2,096 1,949 +147 +8%
Humour 605 527 +78 +15%
Youth 1,209 1,169 +40 +3.4%
Total 3,910 3,645 +265 +7%
The Group's new product development spend (which reflects costs of new
launches net of revenues until those launches become profitable) increased
from £79k in 2024 to £355k in 2025, which we expect to reduce in 2026.
This investment has led to a small reduction this year in gross margin from
85% to 81% and Adjusted EBITDA before head office costs was £1.5m (2024:
£1.8m). After taking into account lower head office costs the Adjusted EBITDA
was £679k, up from £624k in 2024 with Adjusted EBITDA margin increasing to
17.4% from 17.1% in 2024.
Cash conversion and a strong balance sheet remain key features of the business
enabling investment in new product development, one-off costs to improve
efficiencies, and acquisitions, totalling £700k.
After repaying loans of £94k, gross cash was £1.8m at year end compared to
£2.1m at the start of the year. These funds are ready to deploy on more
substantial acquisition opportunities we believe could arise while providing
flexibility to adapt to changes in the digital media landscape. The Group also
benefitted from a £121k credit for corporation tax arising from the
accelerated utilisation of brought forward unused tax losses.
Operating review
Online sessions totalled 256m (2024: 264m), representing a modest decline
following record levels in the prior period. This small reduction reflects how
well Digitalbox has been able to navigate the changing ecosystem in which
digital publishers operate and our deliberate focus on higher-yield traffic
sources and improved monetisation quality rather than undifferentiated volume
growth.
Unique users grew by 3%, demonstrating the resilience of audience demand
across the portfolio.
Page views increased by 7% year-on-year, reflecting improved engagement across
core brands and vertical launches.
Mobile users remained stable at 100m, reinforcing the strength of our
mobile-first strategy. Mobile devices continue to account for the vast
majority of consumption across the portfolio.
UK audience volumes totalled 57m(2024: 74m). This moderation reflects a
combination of platform algorithm changes and the Group's strategic
diversification of traffic sources and international reach.
Social followers increased to 27m (2024: 21m), representing 31% year-on-year
growth. This expansion of owned and distributed reach strengthens the Group's
resilience and reduces reliance on any single traffic channel.
Revenue increased by 7% year-on-year, supported by on-platform optimisation,
contribution from new launches and acquisitions, and improved commercial
performance across the portfolio.
On-platform revenues across the group grew by 100% from £0.4m to £0.8m.
Moving forwards, we will increasingly use both on-platform reach and
engagement levels as a key performance indicator for the business.
Portfolio review
Digitalbox now operates ten scaled entertainment brands with meaningful
audience reach.
TV Guide performed strongly following re-platforming and integration. It has
delivered attractive returns within our targeted payback period and
demonstrates the repeatability of our acquisition framework.
The Tab and The Poke are high-performing assets, each having repaid their
acquisition costs within two years and which continue deliver attractive
contribution growth. Session values and engagement metrics strengthened
further at both brands during 2025.
The Daily Mash progressed its subscription strategy meaningfully, improving
recurring revenues and enhancing pricing power.
Entertainment Daily operated in a more challenging Google environment but
remains a strategically important cornerstone brand, supported by diversified
traffic channels and enhanced monetisation.
Across the portfolio, we have increasingly prioritised revenue yield, audience
loyalty and engagement depth over undifferentiated traffic scale. This shift
is driving higher quality earnings.
Platform evolution and verticals strategy
In the context of AI-fuelled platforms rewarding highly engaging content, the
Group's verticals strategy aimed at delivering super-targeted brands moved
from proof-of-concept to scaled execution with the launch of Emmerdale
Insider, EastEnders Insider, Coronation Street Insider, Royal Insider and
Reality Shrine. Each demonstrated our ability to identify, launch and monetise
highly engaged niche communities efficiently.
Aligned with this strategy, particular areas of operational focus this year
have included:
• Enhanced data and performance analytics across the business
• Improved content optimisation workflows
• Expanded push and owned-channel distribution through the verticals
strategy
• Strengthened yield management within GAS
M&A and capital deployment
June 2025 saw the continuation of our M&A strategy with the completion of
the acquisition of The Life Network social assets from Media Chain Group
limited for a total consideration of £0.2m. These assets have been integrated
into the Entertainment group.
In terms of further acquisition prospects, we see a fragmented independent
publishing landscape. Volatility in the sector can create acquisition
opportunities at attractive valuations, particularly as the owners of
businesses lacking scalable technology or monetisation infrastructure look to
exit.
As such the Group continues to review acquisition opportunities that are
earnings-enhancing, strategically aligned and capable of accelerating our
growth trajectory.
Our ambition over the medium term remains to at least double the size of the
business through a combination of organic vertical expansion and selective
acquisitions.
Culture and capability
Our culture and operating model attracts and retains high-quality editorial,
commercial and technical talent. We have selectively strengthened senior
capability in monetisation, data and product development during the year.
Performance culture and alignment with shareholders remain central to our
philosophy, supported by share option participation for senior team members.
Business outlook
Since listing on the AIM market with a single brand in 2019, Digitalbox has
developed as a profitable UK digital media business positioned squarely in the
mobile space, and focused on the entertainment sector. We believe key
structural trends support our strategy:
• Digital advertising continues to gain share
• Mobile remains the dominant consumption channel
• Entertainment content demand remains robust
• AI is reshaping discovery in ways that favour specialism
We enter 2026 with:
• An expanded and diversified portfolio
• Stronger underlying margins
• Improved earnings quality
• Scalable proprietary technology
• Balance sheet strength to pursue growth
Digitalbox is now a scalable mobile entertainment media business with a
repeatable acquisition engine and an expanding launch capability.
We are confident in our strategy to become an 'entertainment powerhouse' and
ambitious in our execution.
James Carter
Chief Executive
31 March 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 31 December
2025 2024
Note £'000 £'000
Revenue 7 3,910 3,645
Cost of sales (741) (551)
------------ ------------
Gross profit 3,169 3,094
Administrative expenses (3,469) (3,172)
------------ ------------
Operating loss 8 (300) (78)
Memorandum:
Adjusted EBITDA(1) 679 624
New product development (355) (79)
------------ ------------
EBITDA(2) 324 545
Depreciation (6) (28)
Amortisation (447) (387)
Share based payments (76) (94)
Costs in relation to one-off projects (95) (114)
------------ ------------
Loss from operations (300) (78)
Finance costs 10 - (4)
Finance income 33 57
------------ ------------
Loss before taxation and attributable to equity holders of the parent (267) (25)
Taxation 11 121 (41)
------------ ------------
Loss and total comprehensive income for the financial year (146) (66)
------------ ------------
All profits and losses arise from continuing operations.
There was no comprehensive income for 2025 (2024: £Nil).
(1)Adjusted EBITDA is defined as the Operating profit after adding back
depreciation, amortisation, share based payments, acquisition costs, costs
related to one-off projects and new product development. (2)EBITDA is defined
as the Operating profit after adding back depreciation, amortisation, share
based payments, acquisition costs and costs related to one-off projects.
2025 2024
pence pence
(Loss)/Earnings per share
Basic (continuing) 12 (0.124) (000.056)
========= =========
(Loss)/Earnings per share
Diluted (continuing) 12 (0.124) (000.056)
========= =========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Share based payment Retained earnings/ (deficit) Total equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 1,179 11,169 188 (5,142) 7,394
Equity settled share-based payment charge - - 94 - 94
Reserves transfer in respect of lapsed options - - (107) 107 -
Share capital reduction (11,169) 11,169 -
- - - (66) (66)
Loss after tax
-------------- -------------- -------------- -------------- --------------
Balance at 31 December 2024 1,179 - 175 6,068 7,422
-------------- -------------- -------------- -------------- --------------
Equity settled share-based payment charge - - 76 - 76
Reserves transfer in respect of lapsed options - - (42) 42 -
Loss after tax - - - (146) (146)
-------------- -------------- -------------- -------------- --------------
Balance at 31 December 2025 1,179 - 209 5,964 7,352
-------------- -------------- -------------- -------------- --------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
31 December 31 December 2024
2025
ASSETS Note £'000 £'000
Non-current assets
Property, plant and equipment 13 16 22
Intangible fixed assets 14 4,175 4,372
Deferred tax asset 18 627 506
----------------- -----------------
Total non-current assets 4,818 4,900
Current assets
Trade and other receivables 15 1,080 1,102
Cash and cash equivalents 16 1,820 2,109
----------------- -----------------
Total current assets 2,900 3,211
----------------- -----------------
Total assets 7,718 8,111
========= =========
LIABILITIES
Current liabilities
Trade and other payables 17 (366) (595)
Bank loans and overdrafts 17 - (94)
----------------- -----------------
Total current liabilities (366) (689)
----------------- -----------------
Total net current assets 2,534 2,522
------------------ ------------------
Total net assets 7,352 7,422
========= =========
Capital and reserves attributable to owners of the parent
Share capital 20 1,179 1,179
Share based payment reserve 22 209 175
Retained earnings 22 5,964 6,068
------------------ ------------------
Total equity 7,352 7,422
========= =========
The financial statements were approved by the Board and authorised for issue
on 31 March 2026.
James
Carter
Richard Spilsbury
CEO
CFO
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 31 December
2025 2024
Note £'000 £'000
Cash flows from operating activities
Loss from ordinary activities (146) (66)
Adjustments for:
Income tax 11 (121) 41
Share based payment charge 21 76 94
Depreciation on property plant and equipment 13 6 28
Amortisation of intangible assets 14 447 387
Finance costs - 4
Finance income (33) (57)
----------------- -----------------
Cash flows from operating activities before changes in working capital 229 431
Decrease/(increase) in trade and other receivables 22 (236)
(Decrease)/increase in trade and other payables (229) 367
----------------- -----------------
Cash generated by operations 22 562
Income tax refunded - 80
----------------- -----------------
Net cash from operating activities 22 642
Investing activities
Purchase of property, plant and equipment 13 - (3)
Purchase of intangibles 14 (250) (166)
Payment of deferred consideration - (181)
Interest received 33 57
----------------- -----------------
Net cash used in investing activities (217) (293)
Financing activities
Finance costs 10 - (4)
Bank overdraft - (38)
Loan repayments 17 (94) (111)
----------------- -----------------
Net cash used in financing activities (94) (153)
----------------- -----------------
Net (decrease)/increase in cash and cash equivalents (289) 196
Cash and cash equivalents at beginning of the period 2,109 1,913
------------------ ------------------
Cash and cash equivalents at end of the period 1,820 2,109
========= =========
Reconciliation of net cash flow to movement in net funds: Year ended Year ended
31 December 31 December 2024
2025
£000 £000
Net (decrease)/increase in cash and cash equivalents (289) 196
Repayment of loans and overdrafts 94 149
----------------- -----------------
Movement in net funds in the year (195) 345
Net funds at 1 January 2,015 1,670
----------------- -----------------
Net funds at 31 December 1,820 2,015
========= =========
Breakdown of net funds
Cash and cash equivalents 1,820 2,109
Bank loans - (94)
----------------- -----------------
Net funds at 31 December 1,820 2,015
========= =========
The notes on the following pages form part of the Group financial statements.
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
Digitalbox Plc is a public limited company incorporated and domiciled in the
United Kingdom. The address of the registered office is Jubilee House, 92
Lincoln Road, Peterborough, England, PE1 2SN. The Company is listed on AIM of
the London Stock Exchange.
The principal activity of the Group and of the Company are disclosed in the
Directors' Report.
These financial statements are presented in pounds sterling because that is
the currency of the primary economic environment in which the Group operates.
2. STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE
CURRENT FINANCIAL YEAR ENDED 31 DECEMBER 2025
The following IFRS standards, amendments or interpretations became effective
during the year ended 31 December 2025 but have not had a material effect on
this Consolidated Financial Information:
Standard
Amendments to IAS 21: Lack of Exchangeability
All new standards and amendments to standards and interpretations effective
for annual periods beginning on or after 1 January 2025 that are applicable to
the Group have been applied in preparing these Consolidated Financial
Statements.
3. NEW AND REVISED IFRS STANDARDS IN ISSUE
The standards and interpretations that are issued, but not yet effective, up
to the date of issuance of the Consolidated Financial Statements are disclosed
below. The Group intends to adopt these standards, if applicable, when they
become effective.
Standard Effective date
IFRS 18: Presentation and Disclosure in Financial Statements 1 January 2027
The Directors are continuing to assess the potential impact that the adoption
of the standards listed above will have on the Consolidated Financial
Statements for the year ended 31 December 2025.
4. ACCOUNTING POLICIES
Principal accounting policies
The Group is a public Group incorporated and domiciled in the United Kingdom.
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and
those parts of the Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs. The financial statements are presented to
the nearest round thousand (£'000) except where otherwise indicated.
Basis of Consolidation
The Group comprises the parent company and its subsidiaries, as detailed in
note III to the company financial statements. All of these have been included
in the consolidated financial statements in accordance with the principles of
acquisition accounting as laid out by IFRS 3 Business Combinations.
Going concern
The Group generated a loss during the year of £146k (2024: loss of £66k),
the Group had closing net assets of £7,352k (2024: £7,422k), net current
assets of £2,534k (2024: £ 2,544k) and cash at bank and in hand of £1,820k
(2024: £2,109k). The Group generated net cash from operating activities of
£22k during the year (2024: £642k).
The Group has remained cash generative before investing activities despite the
additional new product development during the last year and the prior year and
also taking into account future prospects and current cash balances (that is
held to support the Group's acquisitive strategy), at the time of approving
the financial statements, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future.
In considering going concern, the Directors consider the current financial
position and performance of the business, as well as reviewing financial
information for a period of at least 12 months from the date of approval of
the financial statements. Given the strong and liquid balance sheet
position, the proven ability of the Group to generate operating cash in a
challenging market, increasing underlying profitability before new product
development and successful bolt on acquisitions in the current and prior
periods, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. The going concern basis of accounting has therefore been adopted in
preparing the financial statements.
Business combinations and goodwill
Acquisitions of subsidiaries and business are accounted for using the
acquisition method. On acquisition of a subsidiary, the Directors determine
whether substantially all of the fair value is concentrated into a single
asset or group of assets. When applicable, the Directors elect to apply the
optional concentration test and recognise the acquisition as an asset
acquisition, rather than a business combination. The assets and liabilities
and contingent liabilities of the subsidiaries are measured at their fair
value at the date of acquisition. Any excess of acquisition over fair values
of the identifiable net assets acquired is recognised as goodwill. Goodwill
arising on consolidation is recognised as an asset and reviewed for impairment
at least annually. Any impairment is recognised immediately in profit or loss
accounts and is not subsequently reversed. Acquisition related costs are
recognised in the income statement as incurred.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
Revenue is measured as the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales
taxes.
The Group does not expect to have any contracts where the period between the
transfer of the promised goods or services to the customer and payment exceeds
one year. As a consequence, the Company does not adjust any of the transaction
prices for the time value of money.
The Group monitors the performance obligations in accordance with IFRS 15
considering that the performance obligations are met upon the Group delivering
the advertisement to the customer.
A receivable is recognised when the services are delivered at this is the
point in time that the consideration is unconditional because only the passage
of time is required before the payment is due.
Rendering of services
Revenue from providing services is recognised in the accounting period in
which the services are rendered.
Revenue from the sale of advertising space is recognised upon the
advertisement being generated and the Group delivering the advertisement to
the customer. The Group recognises revenue when the amount of revenue can be
reliably measured, it is probable future economic benefits will flow to the
entity and the Group has satisfied the performance obligations. Revenue is not
received in advance and therefore the Group does not account for contract
liabilities.
For subscription revenue, the Group considers the performance obligation to be
the provision of access and use of brand websites. As the customer receives
and consumes the benefit of this use and access over time, the related revenue
is recognised evenly over the length of the subscription term.
Foreign currency
The individual financial statements of each group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each group company are
expressed in pound sterling, which is the functional currency of the Group,
and the presentational currency for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the individual company's functional
currency (foreign currencies) are recorded at rates of exchange prevailing on
the dates of the transactions. At the reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the reporting date. Non-monetary items carried at fair
value that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Non-monetary items
that are measured in terms of historical cost in foreign currency are not
retranslated. Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items, are included in profit or
loss for the period. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in profit or loss for
the period except for differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised directly in equity.
For such non-monetary items, any exchange component of the gain or loss is
also recognised directly in equity.
Intangible assets
Intangible assets include goodwill arising on the acquisition of subsidiaries
and represents the difference between the fair value of the consideration
payable and the fair value of the net assets that have been acquired. The
residual element of goodwill is not being amortised but is subject to an
annual impairment review.
Also included within intangible assets are various assets separately
identified in business combinations (such as brand value) to which the
Directors have ascribed a fair value and a useful economic life. The ascribed
value of these intangible assets is being amortised on a straight-line basis
over their estimated useful economic life, which is considered to be between 5
and 7 years.
Other intangible assets purchased by the Group are initially recognised at
cost. After recognition, under the cost model, intangible assets are measured
at cost less any accumulated amortisation and any accumulated impairment
losses.
Amortisation is recognised so as to write off the cost less their residual
values over their useful lives, which is considered to be 3 years straight
line for development costs and between 5-7 years straight line for other
intangible assets.
Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value,
and subsequently measured at amortised cost using the effective interest
method. A provision is established when there is objective evidence that the
Group will not be able to collect all amounts due. The amount of any provision
is recognised in profit or loss.
The Group always recognises lifetime expected credit losses (ECL) for trade
receivables and amounts due on contracts with customers. The expected credit
losses on these financial assets are estimated based on the Group's historical
credit loss experience, adjusted for facts that are specific to the debtors,
general economic conditions and an assessment of both the current as well as
the forecast director of conditions at the reporting date, including time
value of money where appropriate. Lifetime ECL represents the expected credit
losses that will result from all possible default events over the expected
life of a financial instrument.
Cash and cash equivalents
Cash and cash equivalents are recognised as financial assets. They comprise
cash held by the Group and short-term bank deposits with an original maturity
date of three months or less.
Trade payables
Trade payables are initially recognised as financial liabilities measured at
fair value, and subsequent to initial recognition measured at amortised cost.
Derivative financial instruments
Derivatives are recorded at fair value, as either assets (positive fair value)
or liabilities (negative fair value) through the P&L. Only transactions
with the same counterparty with a legal right of set off are netted off. Fair
values are based on bid prices (assets) or offer prices (liabilities). Gains
and losses are included in the P&L with reference to the fair value of the
investment at the balance sheet date.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deduction of all its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs.
Share based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the statement of comprehensive income on a
straight-line basis over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of options expected to vest at each statement of financial position date so
that, ultimately, the cumulative amount recognised over the vesting period is
based on the number of options that eventually vest. Market vesting conditions
are factored into the fair value of the options granted. The cumulative
expense is not adjusted for failure to achieve a market vesting condition.
Fair value is calculated using the Black-Scholes model, details of which are
given in note 22. At each balance
sheet date, the Group revises its estimates of the number of awards that are
expected to vest. It recognises the impact of the revision of original
estimates, if any, in the income statement, with a corresponding adjustment to
equity for equity-settled awards and liabilities for cash-settled awards. At
each balance sheet date, the Group revises its estimates of the number of
awards that are expected to vest. It recognises the impact of the revision of
original estimates, if any, in the income statement, with a corresponding
adjustment to equity for equity-settled awards and liabilities for
cash-settled awards.
Pensions
The pension schemes operated by the Group are defined contribution schemes.
The pension cost charge represents the contributions payable by the Group.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated
depreciation and provision for impairment. Depreciation is provided on all
property plant and equipment, at rates calculated to write off the cost less
estimated residual value, of each asset on a straight-line basis over its
expected useful life. The residual value is the estimated amount that would
currently be obtained from disposal of the asset if the asset were already of
the age and in the condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Office
equipment
25% reducing balance
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the balance sheet
date. The recoverable value of goodwill is estimated on the basis of value in
use, defined as the present value of the cash generating units with which the
goodwill is associated. This is computed by applying an appropriate discount
rate to the estimated value of future cash flows. When value in use is less
than the book value, an impairment is recorded and is irreversible.
Impairment of Assets (continued)
Other non-financial assets are subject to impairment tests whenever
circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its estimated recoverable value
(i.e. the higher of value in use and fair value less costs to sell), the asset
is written down accordingly. Where it is not possible to estimate the
recoverable value of an individual asset, the impairment test is carried out
on the asset's cash-generating unit. The carrying value of property, plant and
equipment is assessed in order to determine if there is an indication of
impairment. Any impairment is charged to the statement of comprehensive
income. Impairment charges are included under administrative expenses within
the consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits
at prevailing rates.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base,
except for differences arising on:
· the initial recognition of goodwill; and
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those instances where it
is probable that future taxable profit will be available against which the
asset can be utilised. The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the balance
sheet date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
· the same taxable Group company; or
· different Group entities which intend either to settle current
tax assets and liabilities on a net basis, or to realise the assets and settle
the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets or liabilities are expected to be settled or
recovered.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the Executive Directors, who are responsible for
allocating resources and assessing performance of the operating segments.
A business segment is a group of assets and operations, engaged in providing
products or services that are subject to risks and returns that are different
from those of other operating segments.
A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are
different from those of segments operating in other economic environments. The
Executive Directors assess the performance of the operating segments based on
the measures of revenue, profit before taxation and profit after taxation.
Central overheads are not allocated to business segments.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group's accounting policies, which are described in
note 4, the Directors are required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on experience and other factors considered to be relevant. Actual
results may differ from these estimates.
The Directors do not believe that there are critical accounting estimates and
judgements made in the year or the prior year.
The following are the other judgements and estimations that the Directors have
made in the process of applying the Group's accounting policies and that may
change in future periods and consequently may have a significant effect on the
amounts recognised in the financial statements:
· Impairment of goodwill and intangibles if the carrying value
falls below the estimated value in use;
· Amortisation of intangible assets to reflect changes in the
estimated useful life of assets;
· Recognition of deferred tax assets if realisation of the tax
asset is less likely due to lower future profitability than current expected
6. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure is as follows:
2025 Entertainment Humour Youth Head Office Total 2025
£'000 £'000 £'000 £'000 £'000
Revenue 2,096 605 1,209 - 3,910
Cost of sales (468) (159) (114) - (741)
Administrative expenses* (750) (256) (631) (853) (2,490)
Adjusted EBITDA* 878 190 464 (853) 679
New product development (202) (16) (74) (63) (355)
EBITDA 676 174 390 (916) 324
Amortisation and depreciation (204) (75) (140) (34) (453)
Costs in relation to one-off projects - - - (95) (95)
Share based payments - - - (76) (76)
Finance income - - - 33 33
Finance costs - - - - -
Tax - - - 121 121
------------- ------------- ------------- ------------- -------------
(Loss) / profit for the year 472 99 250 (967) (146)
====== ====== ====== ====== ======
2024 (re-stated**) Entertainment Humour Youth Head Office Total 2024
£'000 £'000 £'000 £'000 £'000
Revenue 1,949 527 1,169 - 3,645
Cost of sales (302) (147) (102) - (551)
Administrative expenses* (590) (250) (431) (1,199) (2,470)
Adjusted EBITDA* 1,057 130 636 (1,199) 624
New product development (79) - - - (79)
EBITDA 978 130 636 (1,199) 545
Amortisation and depreciation (227) (72) (88) (28) (415)
Costs in relation to one-off projects - - - (114) (114)
Share based payments - - - (94) (94)
Finance income - - - 57 57
Finance costs - - - (4) (4)
Tax - - - (41) (41)
------------- ------------- ------------- ------------- -------------
Loss / (profit) for the year 751 58 548 (1,423) (66)
====== ====== ====== ====== ======
*Adjusted EBITDA is defined as the operating profit after adding back
depreciation, amortisation, share based payments, acquisition costs and direct
costs associated with business combinations. EBITDA is defined as the
Operating profit after adding back depreciation, amortisation, share based
payments, acquisition costs and costs related to one-off projects.
**The segments used by management to monitor performance of the business have
been re-designated, and consequently the comparative data has been restated
under the new reporting segments.
The segmental analysis above reflects the parameters applied by the Board when
considering the Group's monthly management accounts.
External revenue by location of customer Net tangible capital expenditure by location
31 December 2025 31 December 2024 Continuing 31 December 2025 31 December 2024
Continuing
£'000 £'000 £'000 £'000
United Kingdom 1,169 1,359 - 3
Europe 1,357 999 - -
Rest of World 1,384 1,287 - -
------------- ------------- ------------- -------------
3,910 3,645 - 3
====== ====== ====== ======
7. REVENUE
2025 2024
Revenue by stream is split: £'000 £'000
Advertising space 3,910 3,645
------------- -------------
3,910 3,645
====== ======
Revenue by location is split:
United Kingdom 1,169 1,359
Europe 1,357 999
Rest of world 1,384 1,287
------------- -------------
3,910 3,645
====== ======
The Group had three (2024: three) customers whose revenue individually
represented 10% or more of the Group's total revenue, being 21.6%, 11.0% and
10.1% respectively (2024: 11.8%, 11.7% and 10.0% respectively).
8. LOSS FROM OPERATIONS
2025 2024
£'000 £'000
This is arrived at after charging/(crediting):
Continuing operations
Staff costs (see note 9) 2,167 2,020
Depreciation of property, plant & equipment 6 28
Amortisation of intangible fixed assets 447 387
Loss on derivative instruments at fair value - 14
====== ======
Auditors' remuneration in respect of the Company 7 5
Audit of the Group and subsidiary undertakings 70 57
------------- -------------
77 62
======= ======
9. STAFF COSTS
2025 2024
£'000 £'000
Staff costs for all employees, including Directors consist of:
Wages and salaries 1,851 1,739
Social security costs 226 166
Pensions 32 21
---------- -----------
2,109 1,926
Share based payment charge 76 94
----------- -----------
2,185 2,020
====== ======
2025 2024
The average number of employees of the group during the year was as follows: Number Number
Directors 6 5
Management and administration 3 7
Content 33 21
----------- -----------
42 33
====== ======
Directors' Detailed Emoluments
Details of individual Directors' emoluments for the year are as follows:
Salary Bonus Pension Total Total
2025 2025 2025 2025 2024
£'000 £'000 £'000 £'000 £'000
J Carter 171 - 1 172 247
J Douglas 171 - 1 172 247
D Joseph (resigned 31 December 2024) - - - - 88
P Machray 29 - - 29 28
M Rich 41 - - 41 40
C Blunt (Appointed 22 October 2024) 28 - - 28 6
G Bryce (Appointed 1 November 2024) 26 - - 26 4
R Spilsbury (Appointed 31 December 2024) 56 - - 56 -
----------- ----------- ----------- ---------- -----------
Total 522 - 2 524 660
( ) ===== ===== ===== ===== =====
All pension contributions represent payments into defined contribution
schemes.
The Executive Directors have service contracts with the Company which are
terminable by the Company or relevant director after a fixed term of 12 months
followed by 6 months' notice.
The Directors' interests in the issued ordinary share capital of the Company
was as follows:
Shares of £0.01 Shares of £0.01
Director 31/12/2025 31/12/2024
James Carter 10,908,078 9.3% 10,908,078 9.3%
Jim Douglas 10,908,078 9.3% 10,908,078 9.3%
David Joseph* No longer a director 1,150,000 1.0%
*David Joseph acquired shares through Integral 2 Limited, a company controlled
by him.
There is a share-based payment charge attributable to options held by the
directors during the year amounting to £60k (2024: £61k). No options held by
directors lapsed in the year.
Effective options in Digitalbox plc exist due to two directors having warrants
in its subsidiary company, Digital Publishing (Holdings) Limited, which, when
exercised, are satisfied by issuing shares in Digitalbox plc.
These are set out in the table below,
'Effective Option' Holder Number of Shares
James Carter 681,958
Jim Douglas 681,958
1,363,916
The warrants had vested prior to admission onto AIM on 28 February 2019 and
carry an effective exercise price of 2.28 pence per share issued in Digitalbox
plc.
A full breakdown of options in issue is shown at page 23. Further information
on share options is included in note 21.
The market price of the shares at 31 December 2025 was 4.65p with a quoted
range throughout 2025 of 3.8p to 5.25p. The options vest based on performance
criteria detailed in note 22.
10. FINANCE COSTS
2025 2024
£'000 £'000
Interest on bank loans - 4
------------ ------------
- 4
====== ======
11. TAXATION ON PROFIT/LOSS FROM ORDINARY ACTIVITIES
2025 2024
£'000 £'000
Current tax
UK corporation tax on profits for the current period - -
Adjustment in respect of prior periods - -
Deferred tax
Origination and reversal of temporary differences (121) 41
Adjustment in respect of prior periods - -
------------ ------------
Total tax charge/(credit) (121) 41
====== ======
The tax assessed for the year differs from the standard rate of corporation
tax in the UK applied to profit/(loss) before tax.
2025 2024
£'000 £'000
Total profit/(loss) on ordinary activities before tax (267) (25)
------------ ------------
Profit/(loss) on ordinary activities at the standard rate of corporation tax (67) (6)
in the UK of 25% (2024: 25%)
Effects of:
Expenses not deductible for tax purposes 23 47
Fixed asset differences 26 13
Deferred tax asset not previously recognised (103) (13)
------------- -------------
Tax credit for the year (121) 41
====== ======
There were unused tax losses (largely from acquisitions and associated
restructuring) at 31 December 2025 amounting to £2,592k (2024: £2,661k). A
deferred tax asset was recognised in relation to these losses for the first
time in 2022, as the losses were considered to be highly likely to be
recoverable against future profits chargeable to corporation tax. It is still
the view that these losses will be highly likely to be recoverable against
future profits and previous restrictions (arising from previous acquisitions
and ending in 2025) on the use of those tax losses expired during the year,
making future recovery more likely.
12. EARNINGS PER SHARE
2025 2024
£'000 £'000
The earnings per share is based on the following:
Continuing (loss)/earnings post tax attributable to shareholders (146) (66)
=============== ===============
No No
Basic weighted average number of shares 117,923,393 117,923,393
Diluted weighted average number of shares 118,675,643 118,491,107
=============== ===============
Basic earnings/(loss) per share (pence) (000.124) (000.056)
Diluted earnings/(loss) per share (pence) (000.124) (000.056)
=============== ===============
Earnings per ordinary share has been calculated using the weighted average
number of shares in issue during the relevant financial periods. IAS 33
requires presentation of diluted EPS when a company could be called upon to
issue shares that would decrease earnings per share or increase the loss per
share. The exercise price of the outstanding share options is significantly
more than the average and closing share price. Therefore, as per IAS33 the
potential ordinary shares which could arise from exercised share options are
disregarded in the calculation of diluted EPS.
13. TANGIBLE FIXED ASSETS
Office Total
equipment
£'000 £'000
Cost
Balance at 1 January 2024 66 66
Additions 3 3
--------------- ---------------
Balance at 1 January 2025 69 69
Additions - -
--------------- ---------------
Balance at 31 December 2025 69 69
--------------- ---------------
Accumulated depreciation
Balance at 1 January 2024 19 19
Depreciation charge 28 28
--------------- ---------------
Balance at 1 January 2025 47 47
Depreciation charge 6 6
--------------- ---------------
Balance at 31 December 2025 54 54
--------------- ---------------
Net Book Value
At 31 December 2025 16 16
======= =======
At 31 December 2024 22 22
======= =======
All tangible fixed assets held in the current and prior year were owned
assets.
14. INTANGIBLE FIXED ASSETS
Goodwill Other Development Total
GROUP Arising on Intangible costs
Consolidation Assets
£'000 £'000 £'000 £'000
Cost
Balance at 1 January 2024 9,610 2,633 404 12,647
Additions - 52 114 166
----------- ----------- ----------- ---------------
Balance at 1 January 2025 9,610 2,685 518 12,813
Additions - 220 30 250
----------- ----------- ----------- ---------------
Balance at 31 December 2025 9,610 2,905 548 13,063
----------- ----------- ----------- ---------------
Accumulated amortisation
Balance at 1 January 2024 6,662 1,189 203 8,054
Amortisation - 279 108 387
Impairment - - - -
----------- ----------- ----------- ---------------
Balance at 1 January 2025 6,662 1,468 311 8,441
Amortisation - 334 113 447
----------- ------------ ------------ ---------------
Balance at 31 December 2025 6,662 1,802 424 8,888
------------ ------------ ------------ ---------------
Net Book Value
At 31 December 2025 2,948 1,103 124 4,175
====== ====== ====== ======
At 31 December 2024 2,948 1,217 207 4,372
====== ====== ====== ======
Other intangible assets represent acquired brands and trademarks. During the
year, the Group purchased a collection of social media platforms from Media
Chain Group Limited, which has a carrying value of £177,226. There are no
development costs capitalised in respect of these brands. The assets will be
amortised over their useful economic life of 5 years.
During the year, the Group capitalised platform development costs of £30k in
respect of the Verticals project. The assets will be amortised over their
useful economic life of 3 years.
Amortisation is charged to administrative expenses in the Statement of
Comprehensive Income.
GOODWILL AND IMPAIRMENT
The Group tests goodwill and indefinite life intangibles for impairment
annually, or more frequently if there are indicators of impairment, as
goodwill is deemed to have an indefinite useful life. The carrying value of
goodwill is analysed as follows:
31 December 31 December
2025 2024
£'000 £'000
Entertainment 2,830 2,830
Youth 118 118
------------ -------------
2,948 2,948
====== =======
For the 2025 financial year, the review was conducted as of 31 December 2025,
with a further assessment for indicators of impairment up to 24th March 2026.
The review is assessed at a cash generating unit ('CGU') level, which reflects
the operating segments applied for internal reporting and reflects similar
economic characteristics of Group activities. The Entertainment CGU includes
Entertainment Daily, TV Guide and new vertical launches; the Youth CGU
includes The Tab and Reality Shrine; and the Humour CGU includes Daily Mash
and The Poke. The methodology for the review is to cautiously assess the value
in use over ten years by applying the expected values based on a range of
outcomes from 2% to 10% with annualised compound annual growth rates and
applying a weighted average cost of capital of 13%, which takes into
sensitivity analysis, rather than higher internal forecasts. The Directors
concluded that there are no reasonably possible changes in the key assumptions
that would result in an impairment of goodwill of any of the CGUs.
15. TRADE AND OTHER RECEIVABLES 31 December 31 December
2025 2024
£'000 £'000
Trade receivables 982 999
Prepayments and accrued income 71 62
Other receivables 27 41
------------- -------------
1,080 1,102
====== ======
16. CASH AND CASH EQUIVALENTS 31 December 31 December
2025 2024
£'000 £'000
Cash at bank and in hand 1,820 2,109
------------- -------------
1,820 2,109
====== ======
17. LIABILITIES 31 December 31 December
2025 2024
£'000 £'000
Current liabilities
Trade payables 112 175
Social security and other taxes 147 102
Accruals 106 304
Other payables 1 14
Bank loans and overdrafts - 94
------------- -------------
366 689
====== ======
The bank loan was repaid in full during the year.
18. DEFERRED TAX
Total
£'000
Balance at 1 January 2025 (506)
Deferred tax charge for the year (121)
-------------
Balance at 31 December 2025 (627)
=======
The deferred tax provision comprises: 31 December 31 December
2025 2024
£'000 £'000
Intangible asset timing differences 21 191
Tax losses (648) (697)
------------- -------------
(627) (506)
====== ======
The expected net reversal of deferred tax in 2026 is £172k.
19. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that arise from its use of financial
instruments. These financial instruments are within the current assets and
current liabilities shown on the face of the statement of financial position
and comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables. The
Group maintains its cash reserves at a reputable bank. It is group policy to
assess the credit risk of each new customer before entering into binding
contracts.
The maximum exposure to credit risk is represented by the carrying value in
the statement of financial position. The credit risk on liquid funds is low as
the funds are held at a bank with a high credit rating assigned by
international credit agencies.
31 December 2025 31 December 2024
£'000 £'000
Current financial assets
Trade receivables 982 999
Other receivables 98 103
Cash and cash equivalents 1,820 2,109
------------- -------------
2,900 3,211
====== ======
The table below illustrates the due date of trade receivables:
31 December 2025 31 December 2024
£'000 £'000
Current 449 375
31 - 60 days 357 333
61 - 90 days 80 139
91 - 120 days 46 89
121 and over 50 63
------------- -----------
982 999
====== ======
The table below illustrates the geographical location of trade receivables:
31 December 2025 31 December 2024
£'000 £'000
United Kingdom 428 416
Europe 355 260
Rest of world 199 323
------------- -----------
982 999
====== ======
The directors have considered expected credit losses under IFRS9 and have
adopted the simplified approach to their evaluation as the Group has limited
exposure to them. The Directors have provided for expected credit losses on a
specific basis and this has led to the Group carrying a specific provision
against trade debtors of £nil (2024: £nil). The Group experienced no bad
debt write offs in 2025.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and repayments of its liabilities.
The Group's policy is to ensure that it will have sufficient cash to allow it
to meet its liabilities when they become due and so cash holdings may be high
during certain periods throughout the period.
The Group's policy in respect of cash and cash equivalents is to limit its
exposure by reducing cash holding in the operating units and investing amounts
that are not immediately required in funds that have low risk and are placed
with a reputable bank.
Cash at bank and cash equivalents
31 December 2025 31 December
2024
£'000 £'000
At the year end the Group had the following cash balances: 1,820 2,109
====== ======
Cash at bank comprises Sterling and US Dollar cash deposits.
All monetary assets and liabilities within the group are denominated in the
functional currency of the operating unit in which they are held. All amounts
stated at carrying value equate to fair value.
31 December 2025 31 December 2024
£'000 £'000
Financial liabilities at amortised cost
Trade payables 112 175
Accruals 106 304
Bank loans and overdrafts - 94
Other payables 1 14
------------ -------------
219 587
======= =======
31 December 2024
£'000
Financial liabilities at amortised cost
Trade payables
112
175
Accruals
106
304
Bank loans and overdrafts
-
94
Other payables
1
14
------------
-------------
219
587
=======
=======
The table below illustrates the maturities of trade payables:
31 December 2025 31 December
2024
£'000 £'000
Current 101 113
31 - 60 days 12 47
61 - 90 days - 1
91 - 120 days (3) -
121 and over 2 14
---------------- --------------
112 175
======== ========
The table below shows the maturities of financial liabilities:
2025 Carrying amount 6 months or less 6-12 months 1 or more year
£'000 £'000 £'000 £'000
Trade payables 112 112 - -
Accruals 106 106 - -
Other payables 1 1 - -
---------------- --------------- --------------- ---------------
219 219 - -
======== ======== ======== ========
2024 Carrying amount 6 months or less 6-12 months 1 or more year
£'000 £'000 £'000 £'000
Trade payables 175 175 - -
Accruals 317 317 - -
Loans 94 56 38 -
Other payables 1 1 - -
---------------- --------------- --------------- - --------------
587 549 38 -
======== ======== ======== ========
Capital Disclosures and Risk Management
The Group's management define capital as the Group's equity share
capital and reserves.
The Group's objective when maintaining capital is to safeguard its ability to
continue as a going concern, have access to resources to grow organically and
acquisitively, and distribute returns to shareholders to maximise shareholder
value.
The Group manages its capital structure and makes adjustments to it in the
light of changes in the business and in economic conditions, market conditions
and opportunities arising. In order to maintain or adjust the capital
structure, the Group may from time to time issue new shares, based on working
capital and product development requirements and current and future
expectations of the Company's share price. Share capital is used to raise cash
and as direct payments to third parties for assets or services acquired.
Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Group considers the
interest rates available when deciding where to place cash balances.
Foreign currency risk
Foreign exchange transaction risk arises when individual Group operations
enter into transactions denominated in a currency other than the functional
currency. The principal risk arises from the Group's reliance on US Dollar
denominated annual revenues which in 2025 amounted to $2.4m (2024: $1.8m) with
a trade debtor balance at the year-end of $501k (2024: $444k). During the year
ended 31st December 2025 the Group managed foreign current risk through
management of foreign currency positions, including the use of forward
currency contracts. At 31 December 2025 the Group held forward currency
contracts for USD $1,150k, which are revalued based on current market prices
leading to a £3k charge being recognised in the profit and loss account
(2024: £14k).
20. SHARE CAPITAL No. Value No. Value
31 December 2025 £'000 31 December 2024 £'000
Called up share capital
Allotted, called up and fully paid
Ordinary shares of £0.01 each 117,923,393 1,179 117,923,393 1,179
--------------------------- ------------ --------------------------- ------------
117,923,393 1,179 117,923,393 1,179
============= ====== ============== ======
21. SHARE BASED PAYMENTS
During the year, the Group incurred a £76k share based payment charge (2024:
£94k). Of this total, £60k (2024: £61k) was recorded as an expense in
Digitalbox plc and £16k (2024: £33k) was recorded as an expense in
Digitalbox Publishing Limited.
2025 Weighted average exercise price 2024 Weighted average exercise price
No. of No. of
share
share
options
options
Outstanding at beginning of year 6,046,523 6.79p 7,049,429 6.68p
Granted during the year - - - -
Exercised during the year - - - -
Lasped during the year (1,002,960) 7.88p (1,002,906) 6.00p
Outstanding at the end of the year 5,043,563 6.57p 6,046,523 6.79p
3,510,362 options are exercisable after 3 years (see page 23), or on an exit
event.
169,285 options are exercisable immediately.
1,363,916 options relates to Warrants issued prior to the group's admission by
Digitalbox Publishing (Holdings) Limited, a subsidiary of the company. These
are exercisable upon the exercise of those warrants in a share for share
exchange arrangement, under which the company acquires all shares issued in
Digitalbox Publishing (Holdings) Limited and in consideration, issues shares
to the warrant holders.
A Black-Scholes model has been used to determine the fair value of the share
options on the date of grant.
A Black-Scholes model has been used to determine the fair value of the share
options on the date of grant.
The inputs into the models of options previously granted which have
contributed to the share-based payment arising in the year are:
Date of grant 06/04/2023
Model type Black Scholes
Vesting date 05/04/2026
Number of options granted 4,513,322
Share price at date of grant 7.88p
Exercise price 7.88p
Option life in years 10
Risk-free rate 5.25%
Expected volatility 65%
Expected dividend yield 0%
Fair value of options 6.07p
22. RESERVES
Full details of movements in reserves are set out in the consolidated
statement of changes in equity. The following describes the nature and purpose
of each reserve within owners' equity:
Retained earnings: Cumulative net gains and losses recognised in the
consolidated statement of comprehensive income.
Share based payment reserve: Cumulative charges recognised in the consolidated
statement of comprehensive income in relation to share based payments.
During the prior year a special resolution was passed at the general meeting
held on 15 November 2024, stating that the share premium account (the amounts
subscribed for share capital in excess of nominal capital) was to be cancelled
in its entirety, subject to approval by the High Court of Justice. On the 17
December 2024 the High Court of Justice approved this resolution. As a result
there was a transfer of the share premium account in its entirety to retained
earnings in the prior year.
23. CAPITAL COMMITMENTS
At 31 December 2025 and at 31 December 2024 there were no capital commitments.
24. RELATED PARTY TRANSACTIONS
During the period, £24k was paid to Link Stone Advisory Limited (2024:
£21k), a company related by virtue of Richard Spilsbury having control over
the entity. At 31 December 2025 £1.4k (31 December 2024: £10k) was owed to
Link Stone Advisory Limited.
During the prior period, Integral 2 Limited was a related party by virtue of
David Joseph, a member of key management personnel until his resignation on 31
December 2024, having control over the entity. The amounts charged by Integral
2 Limited to the Group whilst it was a related party in the 12 months to 31
December 2024 were £67,824. As at 31 December 2024, £7,521 was owed to
Integral 2 Limited.
The key management personnel are considered to be the Board of Directors.
Their remuneration is disclosed in detail in note 9. Key management were
remunerated £510k in the year ended 31 December 2025 (2024: £660k).
The key management personnel have been provided (based on previous years'
awards) with a total of 1,363,916 effective share options resulting in a
charge of £60k in the period (2024: £61k).
COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2025
At 31 December 2025 At 31 December 2024
£'000 £'000
Fixed assets
Investments III 6,226 6,226
Deferred tax asset IV 48 33
----------------- -----------------
6,274 6,259
Current assets
Trade and other receivables V 991 1,086
Cash and cash equivalents VI 3 13
----------------- -----------------
994 1,099
Current liabilities
Trade and other payables VII (52) (113)
---------------- ----------------
Total current liabilities (52) (113)
----------------- ----------------
Total liabilities (52) (113)
Net current assets 942 986
-------------- ---------------
Total assets less total liabilities 7,216 7,245
======= =======
Capital and reserves
Called up share capital VIII 1,179 1,179
Share-based payment reserve IX 181 122
Retained earnings/(deficit) IX 5,856 5,944
------------------ ------------------
Shareholders' funds 7,216 7,245
========= =========
The Company has taken advantage of the exemptions allowed under section
408 of the Companies Act 2006 and has not presented its income statement in
these financial statements. The Group profit for the year included a loss on
ordinary activities after tax of £103k (2024: £203k) in respect of the
Company.
The financial statements were approved by the Board and authorised for
issue on 31 March 2026.
James Carter
Richard Spilsbury
CEO
CFO
Company registration number: 04606754
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share Share-based Retained deficit Total
Capital Premium payment
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 1,179 11,169 138 (5,099) 7,387
Loss after tax - - - (203) (203)
Share-based payments - - 61 - 61
Reserves transfer in respect of lapsed options - - (77) 77 -
Share capital reduction - (11,169) - 11,169 -
------------- ------------- ------------- ------------- -------------
Balance at 31 December 2024 1,179 - 122 5,944 7,245
------------- -------------- ------------- ------------- -------------
Loss after tax - - - (88) (88)
Share-based payments - - 59 - 59
Reserves transfer in respect of lapsed options - - - - -
------------- -------------- -------------- -------------- --------------
Balance at 31 December 2025 1,179 - 181 5,856 7,216
------------- -------------- ------------- ------------- -------------
Notes on the following pages form part of the Company financial statements.
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2025
I. ACCOUNTING POLICIES
The separate financial statements of the Company are presented as required by
the Companies Act 2006. As permitted by the Act the separate financial
statements have been prepared in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable
accounting standards.
The company has taken advantage of the following disclosure exemptions under
FRS 101:
· the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2
Share-based Payment
· the requirements of paragraphs 62, B64(d), B64(e), B64(g),
B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and
B67 of IFRS 3 Business Combinations;
· the requirements IFRS 7 Financial Instruments: Disclosures;
· the requirements of the second sentence of paragraph 110 and
paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15
Revenue from Contracts with Customers;
· the requirements of paragraph 58 of IFRS 16, provided that the
disclosure of details of indebtedness required by paragraph 61(1) of Schedule
1 to the Regulations is presented separately for lease liabilities and other
liabilities, and in total;
· the requirement in paragraph 38 of IAS 1 'Presentation of
Financial Statements' to present comparative information in respect of: (i)
paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant
and Equipment and (iii) paragraph 118 (e) of IAS 38 Intangible Assets
· the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A
to 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;
· the requirements of IAS 7 Statement of Cash Flows;
· the requirements of paragraphs 30 and 31 of IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors;
· the requirements of paragraph 17 and 18a of IAS 24 Related Party
Disclosures; and
· the requirements in IAS 24 Related Party Disclosures to disclose
related party transactions entered into between two or more members of a
group, provided that any subsidiary which is a party to the transaction is
wholly owned by such a member.
Where required, equivalent disclosures are given in the group financial
statements of Digitalbox plc.
The principal accounting policies adopted are the same as those set out in
note 4 to the consolidated financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are stated at cost less any provision for
impairment in value.
II. OPERATING PROFIT
The auditor remuneration for audit and other services is disclosed in note 8
to the consolidated financial statements.
The average number of employees of the company during the year was 7 (2024: 5)
and total staff costs were £597k (2024: £524k). Directors' remuneration is
disclosed in note 9 to the consolidated financial statements.
III. FIXED ASSET INVESTMENTS 31 December
2025
£'000
Subsidiary undertakings
Cost
Balance at 31 December 2024 and 31 December 2025 11,209
Provisions
Balance at 1 January 2025 (4,983)
--------------
Balance at 31 December 2025 (4,983)
--------------
Carrying value of investments at 31 December 2024 and 31 December 2025 6,226
=======
At the year end the Company had the following subsidiaries:
Subsidiary name Class of shares Proportion of ownership Principal activity
Digitalbox Publishing Limited Ordinary 100% Indirect Sale of digital advertising space
Digitalbox Publishing (Holdings) Limited Ordinary 100% Direct Holding company
The registered office address of both subsidiaries is Jubilee House, 92
Lincoln Road, Peterborough, PE1 2SN
The following subsidiaries have taken exemption from audit under s479a of
Companies Act 2006:
Digitalbox Publishing
Limited (09909897)
IV. DEFERRED TAX
Total
£'000
Balance at 1 January 2025 (33)
Deferred tax charge for the year (15)
-------------
Balance at 31 December 2025 (48)
=======
The deferred tax provision comprises: 31 December
2025
£'000
Tax losses (48)
-------------
(48)
======
V. RECEIVABLES: due within one year 31 December 31 December
2025 2024
£'000 £'000
Amounts owed by group undertakings 973 1,064
Prepayments and accrued income 18 22
------------ ------------
991 1,086
===== =====
VI. CASH AND CASH EQUIVALENTS 31 December 31 December
2025 2024
£'000 £'000
Cash at bank and in hand 3 13
------------- -------------
3 13
====== ======
VII. PAYABLES: amounts falling due within one year
31 December 31 December
2025 2024
£'000 £'000
Trade payables 20 85
Accruals 6 11
Other tax and social security 26 17
------------ ------------
52 113
====== ======
VIII. SHARE CAPITAL
Details of the Company's share capital can be found in Note 20 to the
consolidated financial statements.
IX. RESERVES
Full details of movements in reserves are set out in the company statement of
changes in equity. The following describes the nature and purpose of each
reserve within owners' equity:
Retained deficit: Cumulative net losses recognised in the company statement of
comprehensive income.
Share based payment reserve: Cumulative charges recognised in the company
statement of comprehensive income in relation to share based payments.
During the prior year a special resolution was passed at the general meeting
held on 15 November 2024, stating that the share premium account (the amounts
subscribed for share capital in excess of nominal capital) was to be cancelled
in its entirety, subject to approval by the High Court of Justice. On the 17
December 2024 the High Court of Justice approved this resolution. As a result
there was a transfer of the share premium account in its entirety to retained
earnings in the prior year.
X. RELATED PARTY TRANSACTIONS
The key management personnel are considered to be the Board of Directors.
Their remuneration is disclosed in detail in note 9. Key management were
remunerated £524k in the year ended 31 December 2025 (2024: £660k).
The key management personnel have been provided (based on previous years'
awards) with a total of 1,363,916 effective share options resulting in a
charge of £60k in the period (2024: £61k).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR QFLBXQXLBBBF
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Digitalbox
See all newsREG - Digitalbox PLC - Final Audited Results
AnnouncementRCS - Digitalbox PLC - Investor Presentation
AnnouncementREG - Digitalbox PLC - FY2025 Trading Update and Notice of Results
AnnouncementREG - Digitalbox PLC - Trading Update
AnnouncementREG - Digitalbox PLC - Unaudited interim results
Announcement