REG - Gfinity PLC - Final Results and Notice of AGM
Wed 17:00
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RNS Number : 0033M Gfinity PLC 17 December 2025
17 December 2025
For immediate release
Gfinity PLC
("Gfinity" or the "Company")
Audited Results for the year ended 30 June 2025
Notice of Annual General Meeting
The Board of Gfinity announces the audited annual results for the year ended
30 June 2025. The Annual Report and Accounts will shortly be sent to
shareholders and will be available on the Company's website together with a
copy of this announcement at www.gfinityplc.com (http://www.gfinityplc.com)
The Annual General Meeting of the Company will be held on 9 January 2026, at
11.30 a.m. at 154-160 Fleet Street, London EC4A 2DQ. The Company is also
posting the formal notice of the meeting (the "Notice") to shareholders and a
copy which will be available on the Company's website at www.gfinityplc.com
(http://www.gfinityplc.com/)
A copy of the Notice together with proxy voting instructions is being posted
to all shareholders who are required to receive or have formally requested to
receive these documents.
For further information please contact:
Enquiries:
Gfinity Plc David Halley +44 (0)7516 948427
Beaumont Cornish Limited Roland Cornish +44 (0)207 628 3396
Nominated Adviser and Broker Michael Cornish www.beaumontcornish.co.uk (http://www.beaumontcornish.co.uk/)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018. The person who arranged for the release
of this announcement on behalf of the Company was David Halley, Director.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Chairman's Report
I have pleasure in presenting our annual accounts for the financial year ended
30 June 2025.
It has been a difficult year for the Company in Digital Media, as the industry
has changed considerably with the advent of Large Language Models ("LLMs") by
companies such as OpenAI, X and Google. By focussing on cost reduction,
budgetary restraint and a quality product, we have been able to navigate a
very difficult period where many Digital Publishers closed down.
With the license agreement for Connected IQ and the creation of Yentra.AI, we
now position ourselves as part of this changing ecosystem and stand to take
advantage of this generational technology change.
With the ongoing market difficulties, the Company saw a reduction in revenue
to £861k, a decrease of 55% YOY, with a Loss for the year of £783k. Within
this loss, we were able to onboard Connected IQ and create a new 51% owned
subsidiary in Yentra.AI, so that we enter the new financial year in a much
stronger position.
The economics of the business has become much more flexible and thus lower
risk, after we completed a full top-down review of the Company in 2023 and
removed the majority of senior staff. Moving forward, Digital Media businesses
need to adapt to a new ecosystem with multiple LLMs and less organic traffic
from Google.
We have continued to streamline our operating cost base, with the
Administration expenses costs for FY2025 of £664k, down a further 61% from
the prior year.
Our customer base of hard-to-reach gamers is still one of the most coveted by
brands and advertisers, and gaming is a sector continuing to grow
year-on-year, with the addition of Connected TV, we stand at the nexus of 2
major markets.
In summary, I would like to say thank you to the Gfinity team, who have
supported us through a challenging year of transition. The team are dedicated
writers and developers, and have a clear passion for gaming. I would also like
to thank all our clients and partners that choose to work with Gfinity
together with our shareholders. Their continued support is never taken for
granted and we can now look forward to growing together.
Neville Upton
Chairman
16 December 2025
Chief Executive Officer's Report
2025 has been a period of great change at Gfinity, whilst still maximising
revenue from our legacy digital media business. With the completion of the
license agreement with 0M Technology Solutions Ltd and the formation of
Yentra.AI Limited, we are building solutions for our customers, which are
market leading and highly scalable.
The transition period from taking over the Company management in 2023 has been
really beneficial for Gfinity, as we were able to change the team to a new and
more dynamic version. This has made the adoption of new technologies and
moving from old strategies far easier.
For our legacy digital media business, visitor numbers have been lower,
however our strict budgetary controls have meant that our sites continue to
operate effectively. The whole industry has felt the tailwinds of AI insights
and algorithm changes from Google, coupled with competition from Youtube, X
and OpenAI.
For the year, Gfinity Digital Media recorded 77,380,248 sessions across all
websites, versus 158,619,404 which was recorded in the prior year. This
represented a 51% drop and was in line with other sites on the web.
The focus has been consistent, smart investment in team and more products on
our sites. As such our operating costs for the Digital Media group are now
exceptionally low, as we embrace a flexible low-cost freelance model and have
cut out a huge layer of technology which is no longer required now that
companies such as Google provide the services for free. It really is a
testament to the team and our early reaction to industry changes, that we
continue to provide excellent content and products, whilst maintaining a
smaller more focussed team in our digital media company.
When I came into the Company, it was with a view to embrace the new secular
trend in Artificial Intelligence ("AI"), and through the continued development
of Connected IQ and early work on Yentra.AI, we plan to make significant
commercial gains in the following year. The AI models behind the Connected IQ
are market leading, and I believe that this is a huge opportunity to move into
the growth market of connected TV and online video.
We have now built a stronger foundation for future growth and will work
opportunistically through the next year to find additive transactions to grow
the network and company.
Financial Highlights:
GDM witnessed significant headwinds with reduced organic traffic from Google,
competition from LLMs and AI insights, coupled with a new generation more
focused on video offerings. This required a new approach to running the
business, whereby we have increased revenue from social media, started
development of our Youtube and Twitch channels, coupled with focus on
monetisation in Facebook and X.
· Continued our cost reduction programme
· Increased our freelance focused model for content creation
· Improved site structure and completed the migration of all sites
to a cheaper operating system
Growth
Having stabilised the business with a lower cost base and stronger operating
foundations, we are now embarking on a growth plan. In February 2025, we
signed a license agreement with (and an option to buy the issued share capital
of) 0M Technology Solutions Limited, for their market leading AI advertising
business for Connected TV. In 2026, we expect this business to significantly
add to the Company's revenue.
Our Digital Media business also continues to operate effectively and is taking
advantage of its standing in social media platforms to create further
monetization opportunities.
We have;
· a small young team who understands the future of digital
communications and media
· a technology platform that allows us to scale the content suite
· an ad tech capability to increase our revenues
· a sales team to exploit the need for brands to reach the
difficult to reach Gen Z community
Our dedicated team
The progress we are making across the business is a direct consequence of the
passion and spirit shown by the team. Our team members are stepping up,
innovating, selling ideas, building networks, impressing partners with the
quality of their work, and making things happen in a challenging economic
environment. Gfinity is benefiting from having leaders across the business
driven by their desire to build something special.
Outlook
The strategic focus on Artificial Intelligence in addition to our legacy
Digital Media business positions us for excellent growth potential. Our core
technologies are highly competitive, and we expect to further develop them in
the following year. It is crucial that we continue to manage our cost base
zealously while being innovative and adopting to the new technological
opportunities. The team will remain agile, flexible, and entrepreneurial,
continually adopting to new opportunities and providing compelling engagement
to the gaming community.
Conclusion
We move into 2026 with our businesses ready to grow significantly, and with
the continued tailwind of the global AI market, we are in a very exciting
place. I would like to thank the Gfinity team, our business partners and our
clients for their continued hard work and support.
David Halley
Chief Executive Officer
16 December 2025
Group Statement of Profit or Loss
For the ended 30 June
2025
Restated
Notes Year to 30 June 2025 Year to 30
June 2024
Continuing Operations £ £
Revenue 4 860,580 1,895,029
Cost of sales (716,918) (1,193,956)
Gross profit 143,662 701,073
Administration expenses 6 (664,449) (1,705,052)
Operating loss (520,787) (1,003,979)
Impairment charge 13 (254,155) (284,408)
Re-assessment of deferred consideration - 24,541
Gain on disposal of Athlos and Esports division - 275,011
Remeasurement gain 21 23,781 -
Net finance costs 8 (29,716) (438)
Loss on ordinary activities before taxation (780,877) (989,273)
Tax (charge)/credit 9 (1,856) 394,831
Loss for the year (782,733) (594,442)
Loss per share 11 (0.02) (0.02)
(Pence - Basic and Diluted)
The notes form an integral part of these financial statements.
Group Statement of Comprehensive Income
Year to Year to 30 June 2024
30 June
2025
£ £
Loss for the year (782,733) (594,442)
Other comprehensive income:
Items that may subsequently be reclassified to profit or loss:
Foreign exchange (loss)/gain on retranslation of foreign subsidiaries (839) 8,916
Other Comprehensive (Expense)/Income for the year (839) 8,916
Loss and total comprehensive loss for the year (783,572) (585,526)
Group Statement of Financial Position
As at June
2025
Notes 30-Jun-25 30-Jun-24
£ £
NON-CURRENT ASSETS
Property, plant and equipment 12 - 385
Goodwill 13 56,788 310,943
Investment in associate 5 15 15
Intangible fixed assets 14 - -
56,803 311,343
CURRENT ASSETS
Trade and other receivables 16 376,571 363,484
Cash and cash equivalents 17 137,878 23,156
514,449 386,640
TOTAL ASSETS 571,252 697,983
EQUITY AND LIABILITIES
Equity
Share capital 19 2,828,487 2,724,030
Share premium account 56,116,720 55,661,077
Other reserves 240,668 398,895
Retained losses (58,998,588) (58,419,049)
Convertible loan - equity component 21 110,336 -
Non-controlling interest - -
Total equity 297,623 364,953
CURRENT LIABILITIES
Trade and other payables 20 273,629 240,390
Provisions 26 - 92,640
Total liabilities 273,629 333,030
TOTAL EQUITY AND LIABILITIES 571,252 697,983
The notes form an integral part of these financial statements.
Registered number: 08232509
Signed on behalf of the board on 16 December 2025:
David
Halley
Neville Upton
Chief Executive
Officer
Non-Executive Chairman
Company Statement of Financial Position
As at 30 June 2025
Notes 30-Jun-25 30-Jun-24
£ £
NON-CURRENT ASSETS
Property, plant and equipment 12 - -
Goodwill 13 56,788 310,943
Intangible fixed assets 14 - -
Investment in subsidiaries 15 - -
Investment in associate 5 15 15
TOTAL NON-CURRENT ASSETS 56,803 310,958
CURRENT ASSETS
Trade and other receivables 16 351,408 346,841
Cash and cash equivalents 17 135,287 13,742
TOTAL CURRENT ASSETS 486,695 360,583
TOTAL ASSETS 543,498 671,541
EQUITY AND LIABILITIES
Equity
Share capital 19 2,828,487 2,724,030
Share premium account 56,116,720 55,661,077
Other reserves 254,549 411,937
Retained losses (59,036,653) (59,028,996)
Convertible loan - equity component 21 110,336 -
Total equity 273,439 (231,952)
CURRENT LIABILITIES
Trade and other payables 20 270,059 810,852
Provisions 26 - 92,640
Total liabilities 270,059 903,492
TOTAL EQUITY AND LIABILITIES 543,498 671,541
The notes form an integral part of these financial statements. Registered
number: 08232509
As permitted by Section 408 of the Companies Act 2006, the profit and loss
account of the Company is not presented as part of these financial statements.
The parent Company's loss for the year amounted to £210,851 (2024:
£392,242).
Signed on behalf of the board on 16 December 2025:
David
Halley
Neville Upton
Chief Executive
Officer
Non-Executive Chairman
Group Statement of Changes in Equity
As at 30 June 2025
Share capital Share premium Share option reserve Convertible loan - equity component Retained losses NCI Forex Total equity
£ £ £ £ £ £ £ £
At 30 June 2023 2,649,030 55,367,959 423,543 - (57,967,501) 3 (21,958) 451,076
Loss for the period - - - - (594,442) - - (594,442)
Other comprehensive income - - - - - - 8,916 8,916
Total comprehensive income - - - - (594,442) - 8,916 (585,526)
Proceeds of shares issued 75,000 375,000 - - - - - 450,000
Share Issue Costs - (81,882) 60,488 - - - - (21,394)
Share options expensed - - 70,800 - - - - 70,800
Disposal of NCI - - - - - (3) - (3)
Release to Retained losses - - (142,894) - 142,894 - - -
Total transactions with owners, recognised directly in equity 75,000 293,118 (11,606) - (451,548) (3) 8,916 86,123
2,724,030 55,661,077 411,937 - (58,419,049) - (13,042) 364,953
At 30 June 2024
Loss for the period - - - - (782,733) - - (782,733)
Other comprehensive income - - - - - - (839) (839)
Total comprehensive income - - - - (782,733) - (839) (783,572)
Proceeds of shares issued 104,457 485,543 - - - - - 590,000
Share Issue Costs - (29,900) - - - - - (29,900)
Share options expensed - - 45,806 - - - - 45,806
Convertible Loan - - - 110,336 - - - 110,336
Release to Retained losses - - (203,194) - 203,194 - - -
Total transactions with owners, recognised directly in equity 104,457 455,643 (157,388) 110,336 (579,539) - (839) (67,330)
At 30 June 2025 2,828,487 56,116,720 254,549 110,336 (58,998,588) - (13,881) 297,623
"Share capital" represents the nominal value of issued share capital.
"Share premium" represents the proceeds on issue of shares in excess of
nominal value, less directly attributable issue costs.
"Share option reserve" represents the fair value of share based payments that
are in issue at the reporting date.
"Retained losses" represents the cumulative profits and losses of the
business.
"NCI" represents the cumulative profit and losses attributable to minority
shareholders of subsidiaries.
"Forex" represents the cumulative effect of retranslating the results of
foreign operations into the presentation currency.
"Convertible loan - equity component" represents the equity component of a
convertible loan.
Company Statement of Changes in Equity
As at 30 June 2025
Share capital Share premium Share option reserve Convertible loan - equity component Retained losses Total equity
£ £ £ £ £ £
At 30 June 2023 2,649,030 55,367,959 423,613 - (58,779,718) (339,116)
Loss for the period - - - - (392,242) (392,242)
Other Comprehensive Income - - - - - -
Total comprehensive income - - - - (392,242) (392,242)
Proceeds of Shares Issued 75,000 375,000 - - - 450,000
Share issue costs - (81,882) 60,488 - - (21,394)
Share options expensed - - 70,800 - - 70,800
Release to Retained losses - - (142,964) - 142,964 -
Total transactions with owners, recognised directly in equity 75,000 293,118 (11,676) - (249,278) 107,164
At 30 June 2024 2,724,030 55,661,077 411,937 - (59,028,996) (231,952)
Loss for the period - - - - (210,851) (210,851)
Other Comprehensive Income - - - - - -
Total comprehensive income - - - - (210,851) (210,851)
Proceeds of Shares Issued 104,457 485,543 - - - 590,000
Share issue costs - (29,900) - - - (29,900)
Share options expensed - - 45,806 - - 45,806
Convertible Loan - - - 110,336 - 110,336
Release to Retained losses - - (203,194) - 203,194 -
Total transactions with owners, recognised directly in equity 104,457 455,643 (157,388) 110,336 (7,657) 505,391
At 30 June 2025 2,828,487 56,116,720 254,549 110,336 (59,036,653) 273,439
Group Statement of Cash Flows
As at 30 June 2025
2025 2024
Operating £ £
Loss for the year (782,733) (585,525)
Adjustments for:
Depreciation 400 14,357
Amortisation - 315,091
Impairment of assets 254,155 284,408
Gain on disposal of associate and eSports division - (275,000)
Finance income - (153)
Finance costs 29,716 591
Share based payments 46,117 70,800
Decrease in credit loss provision - (48,000)
Re-evaluation of contingent consideration - (24,541)
Decrease in provisions (92,640) (145,647)
Remeasurement gain on loan (23,781) -
Current and deferred tax credit - (211,390)
Total (568,766) (605,009)
Decrease in receivables 212,074 233,055
Decrease in payables (37,975) (717,517)
Tax (paid)/credit recovered (1,856) 139,000
Net operating outflow (396,523) (950,471)
Investing
Interest received - 152
Intangible additions - (15)
Proceeds on disposal of associate and eSports division - 275,000
Cash generated by investing activities - 275,137
Financing
Interest paid - (591)
Short-term Loan received 50,000 -
Short-term Loan repayments (18,855) -
Convertible Loan issued 120,000 -
Net proceeds on issue of shares 360,100 428,604
Cash generated by financing activities 511,245 428,013
Net increase/ (decrease) in cash 114,722 (247,321)
Cash at the start of the year 23,156 270,477
Cash at the end of the year 137,878 23,156
Net increase/ (decrease) in cash 114,722 (247,321)
Company Statement of Cash Flows
As at 30 June 2025
2025 2024
£ £
Operating
Loss for the year (210,851) (392,242)
Adjustments for:
Depreciation - 13,162
Amortisation - 125,594
Impairment of assets 254,155 323,484
Gain on disposal of associate and eSports division - (275,002)
Finance costs 29,717 591
Share based payments 46,117 70,800
Increase in credit loss provision - (48,000)
Re-evaluation of contingent consideration - (24,541)
Decrease in provisions (92,640) (145,597)
Release of loan from subsidiary (554,511) -
Remeasurement gain on loan (23,781)
Current and deferred tax credit - (139,000)
Total (551,794) (490,751)
Decrease in receivables 195,433 232,524
Decrease in payables (33,339) (517,842)
Tax credit recovered - 139,000
Net operating outflow (389,700) (637,069)
Investing
Interest received - 3
Proceeds on disposal of associate and eSports division - 275,000
Amounts advanced to subsidiaries - (123,460)
Cash generated by investing activities - 151,543
Financing
Interest paid - (591)
Short-term Loan received 50,000 -
Short-term Loan repayments (18,855) -
Convertible Loan 120,000 -
Net proceeds on issue of shares 360,100 428,604
Cash generated by financing activities 511,245 428,013
Net increase /(decrease) in cash 121,545 (57,513)
Cash at the start of the year 13,742 71,255
Cash at the end of the year 135,287 13,742
Net increase / (decrease) in cash 121,545 (57,513)
Notes to the Financial Statements
1. GENERAL INFORMATION
Gfinity plc ("the Company") is a public company limited by shares incorporated
in England and Wales under the Companies Act 2006, registered and domiciled in
England and Wales and is AIM listed. The address of the registered office is
given on page 1. The registered number of the company is 08232509.
The functional and presentational currency is £ sterling because that is the
currency of the primary economic environment in which the group operates.
Foreign operations are included in accordance with the policies set out in
note 2. Principal activities are discussed in the Strategic report.
2. ACCOUNTING POLICIES
Basis of preparation
The Company has prepared the accounts on the basis of all applicable
UK-adopted International Financial Reporting Standards (IFRS), including all
International Accounting Standards (IAS), Standing Interpretations Committee
(SIC) and the International Financial Reporting Interpretations Committee
(IFRIC) interpretations issued by the International Accounting Standards Board
(IASB), together with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
The accounts have been prepared on the historical cost basis, unless otherwise
stated below. The principal accounting policies, which have been consistently
applied throughout the period presented, are set out below.
The preparation of financial statements in conformity with IFRS requires the
use of certain estimates. It also requires management to exercise its
judgement in the process of applying the company's accounting policies.
Estimates and judgements are continually reviewed and are based on historical
experience and other factors including expectations of future events that are
believed to be reasonable under the circumstances.
New and amended accounting standards effective during the year
The following amended standards and interpretations were newly effective
during the year:
· IAS 1 Presentation of Financial Statements (Amendments to
Classification of Liabilities as Current or Non-current)
· IAS 1 Presentation of Financial Statements (Amendment to
Non-current liabilities with covenants)
· IFRS 16 Leases (Amendment, Lease Liability in a Sale and
Leaseback)
· Amendments to IAS 7 and IFRS 7 in respect of Supplier Finance
Arrangements
The adoption of the standards and interpretations has not led to any changes
to the Group's accounting policies or had any other material impact on the
financial position or performance of the Group.
New standards, interpretations and amendments issued but not yet effective
The following new accounting standards, amendments and interpretations to
accounting standards have been issued but these are not mandatory for 30 June
2025 and they have not been adopted early by the Group:
· IAS 21 The Effects of Changes in Foreign Exchange Rates
(Amendments) - Lack of exchangeability (1 January 2025)
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments) (1 January 2026) *
· Annual Improvements to IFRS Volume 11 (Amendments to IFRS 1
First-Time Adoption of IFRS; IFRS 7 Financial Instruments Disclosures; IFRS 9
Financial Instruments; IFRS 10 Consolidated Financial Statements and IAS 7
Statement of Cash Flows) (1 January 2026) *
· IFRS 18 Presentation and Disclosure in Financial Statements (1
January 2027) *
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
(1 January 2027) *
*Not yet endorsed by the UK Endorsement Board.
The Board are currently assessing the impact of these new amendments on the
Group's financial reporting for future periods. However, the board does not
expect any of the above to have a material impact on future results except for
IFRS 18 which is expected to result in changes in the presentation of certain
primary financial statements.
Going Concern
As explained in the Chairman's Report and the Chief Executive Officer's
Report, it has been a difficult year for the Group and Company as we continued
to focus on growing our Digital Media and AI products.
At year end the Group held cash balances of £137,878 (2024: £23,156) and net
current assets of £240,820 (2024: £53,610).
At the time of issuing these Financial Statements, the Group and Company have
reduced their overhead base to support and develop its Digital Media and AI
assets and the Directors firmly believe that the steps taken will lead to
profitability in the short term. In support of this, no cash remuneration was
paid to Directors in the year since all cash entitlements were waived.
The Directors have prepared a base case cashflow forecast through to 31
December 2026, which assumes certain growth targets are met.
The Directors believe that the growth targets are reasonable and attainable,
and in view of this, the Directors are confident that the Group and Company
have adequate resources to continue to operate for at least twelve months from
the date of approval of these Financial Statements and have, therefore,
continued to adopt the going concern basis in preparing the Directors' Report
and Financial Statements.
However, the Directors recognise that achievement of the growth targets are
subject to external factors outside of their control and so they have also
prepared a severe but plausible cashflow projection to assess cashflows in
such a scenario. Should the forecast growth of the Group and Company be not
forthcoming or be slower than anticipated, the Group and Company will need to
secure additional funding in the period to 31 December 2026.
The Group is exposed to any unexpected short term cash requirements or
liquidity issues if trading revenues are lower than forecast. The Group notes
a letter of support issued by a Director, which, although there is no
expectation in the base case model for it to be called up, the Board considers
it to be sufficient to address any plausible cash shortfall in the review
period.
The Group and Company continues to enjoy the support of its major
shareholders, and should further funding be necessary, the Directors believe
that this support will continue. On this basis, the Directors consider that it
is appropriate that the going concern basis is applied in the preparation of
these Financial Statements.
However, whilst the Directors are confident of continuing to raise additional
funds as needed to finance the business in accordance with its Digital Media
and AI strategy, they nevertheless recognise that a material uncertainty
exists which might cast significant doubt over the Group and Company's ability
to continue to discharge its liabilities as they fall due in the normal course
of the business and therefore its ability to continue to operate as a going
concern. These financial statements do not include any adjustments that
would result if the Group and the Company were unable to continue as a going
concern.
Basis of consolidation
The Group accounts consolidate the results of the Company and all of its
subsidiary undertakings drawn up to 30 June each year. Subsidiary undertakings
are those entities over which the Group has the control, which is where the
Group has power over the investee, is exposed to variable returns from its
involvement with the investee and where the Group has the ability to use its
power over the investee to affect the amount of returns. The results of
subsidiaries acquired or sold are consolidated for the periods from or to the
date on which control passed. Acquisitions are accounted for under the
acquisition method.
Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of the cost of the business combination
over the Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised. If, after reassessment, the
Group's interest in the net fair value of the acquiree's identifiable assets,
liabilities and contingent liabilities exceeds the cost of the business
combination, the excess is recognised immediately in profit or loss.
Where the Group assesses that it has significant influence over an investee,
but not control, the investment is accounted for as an associate. Associates
are not consolidated but are equity accounted, and the group records its share
of the associate's loss to the extent the cost less impairment of the
investment in greater than nil.
All intra group balances, transactions, income and expenses and profit and
losses on transactions between the Company and its subsidiaries and between
subsidiaries are eliminated.
Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the
Group's cash-generating units ('CGUs') expected to benefit from the synergies
of the combination. CGUs to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the
unit may be impaired. If the recoverable amount of the CGU is less than the
carrying amount of the unit, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed
in a subsequent period.
Investment in subsidiaries
Investments in subsidiaries are held in the Company balance sheet at cost and
reviewed annually for impairment. Where the Company acquires subsidiaries with
contingent or deferred consideration, the initial estimate of the present
value of future payments is included in the cost of the investment and any
subsequent changes recorded through profit or loss.
Revenue
Revenue comprises the fair value of the consideration received or receivable
for the sale of services in the normal course of the Group's activities.
Revenue is shown net of value added tax.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer.
2. Identifying the performance obligations
3. Determining the transaction price.
4. Allocating the transaction price to the performance obligations.
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or
services to its customers. The Group bases its estimates on historical
results, taking into consideration the type of customer, the type of
transaction and the specifics of each arrangement.
Revenue comprises:
· Partner programme delivery fees: Revenue recognised in line with
the date at which work is performed.
· Advertising revenues: Fees are earned based on the number of
sessions where ads are displayed on the Group's digital media website
portfolio. Revenue is recognised on a Revenue per mille ("RPM") basis in the
month in which the ads were displayed.
· Consultancy Fees: The Group incurs staff and other costs which
are recharged to a third party. Revenue is recognised in line with the
profile of resources dedicated to the programme across the assignment
duration. Such revenue is recognised over time based on an estimate of total
costs incurred.
Foreign currencies
Transactions in foreign currencies are recorded at the rates of exchange
prevailing on the dates of the transactions. At each balance sheet date,
monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the income statement for the
year.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates
fluctuate significantly during that period. Exchange differences arising from
the translation of the Group's foreign operations are recognised in other
comprehensive income.
Taxation
The taxation expense represents the sum of the tax currently payable and
deferred tax.
The charge for current tax is based on the results for the period as adjusted
for items that are non-assessable or disallowed. It is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computations of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences, and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill (or any discount
on acquisition) or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that the directors do not have a high degree of
certainty that sufficient taxable profits will be available in the medium-term
to allow all or part of the asset to be recovered.
Share based payments
The Company provides equity-settled share-based payments in the form of share
options and warrants. Equity-settled share-based payments are measured at fair
value (excluding the effect of non-market-based vesting conditions) at the
date of grant. The fair value determined at the date of grant is expensed on a
straight line basis over the vesting period, based on the Company's estimate
of shares which will eventually vest and adjusted for the effect of non-market
based vesting conditions. The Company uses an appropriate valuation model
utilising a Black-Scholes model in order to arrive at a fair value at the date
share options are granted.
In instances when shares are used as consideration for goods or services the
shares are valued at the fair value of the goods or services provided. The
expense to the company is recognised at the point the goods or services are
received.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and impairment, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the items. Subsequent costs are
included in the carrying amount of the asset or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the company and that the cost of the
item can be measured reliably. The carrying amount of parts that are replaced
is derecognised. The costs of the day-to-day servicing of property, plant and
equipment are recognised in profit or loss as incurred.
Depreciation is calculated using the straight-line method to allocate the cost
or revalued amounts of tangible fixed assets to their residual values over
their useful economic lives, as follows:
Computer and production equipment 3 years straight line
The residual values and useful economic lives of the assets are reviewed, and
adjusted if appropriate, at each balance sheet date. The carrying amount of an
asset is written down immediately to its recoverable amount if the carrying
amount is greater than its estimated recoverable value. Gains and losses on
disposals are determined by comparing the proceeds with the carrying amount
and are recognised within other gains or losses in the income statement.
Intangible fixed assets
Intangible assets other than goodwill are recognised where the purchase or
internal development of such assets are expected to directly contribute
towards the company's ability to generate revenues.
Intangible fixed assets are stated at historical cost less accumulated
amortisation and impairment, if any. The cost of intangible assets acquired in
a business combination is their fair value as at the date of acquisition.
Where the cost is not clearly identifiable discounted cash flows are utilised
to estimate either the cost to develop the resource or, where there are
already profits attributable the asset, to estimate future cash inflows.
Historical cost includes expenditure that is directly attributable to the
acquisition or development of the items. Subsequent costs are included in the
carrying amount of the asset or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated
with the item will flow to the company and that the cost of the item can be
measured reliably.
Amortisation is charged on a straight-line basis over the estimated useful
economic life of the asset as follows:
Web Platforms 3-5 years
Other Intangible assets 3-5 years
Amortisation expense is included within administrative expenses in the profit
or loss account.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, and other short-term highly liquid investments with original maturities
of three months or less. These are readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities are obligations to pay cash or other financial
instruments and are recognised when the company becomes a party to the
contractual provisions of the instrument. Financial liabilities are classified
according to the substance of the contractual arrangements entered into. All
interest-related charges are recognised as an expense in the income statement.
Trade and other payables are not interest bearing and are recorded initially
at fair value net of transactions costs and thereafter at amortised cost using
the effective interest rate method.
An equity instrument is any contract that evidence a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received, net
of direct issue costs.
Contingent consideration arising in a business combination is held at fair
value at each reporting date. After the initial accounting for the business
combination, any changes in the estimated or actual consideration payable are
taken to profit or loss. Future expected payments are held at their present
value where the effect of discounting is material. The unwinding of
contingent consideration is recognised as a finance cost in profit or loss.
Convertible loan notes
Where the Group enters into a convertible loan note it considers if the
instrument contains debt, equity, derivative components or a combination of
these. Where the instrument is convertible at a fixed conversion price it
passes the fixed for fixed criterion and so does not contain an embedded
derivative. The Board consider the existence of any unavoidable obligation
to pay cash. If there is no possible future obligation to deliver cash, the
instrument is classified as equity. Where potential cash repayments are
required, the future estimated cash flows are discounted to determine the
liability component of the convertible loan note with the remainder recorded
as equity. The equity component is not subsequently remeasured. The
liability component is held at amortised cost and remeasured where the
expected future cash flows are revised. Any gain or loss on remeasurement is
recorded within profit or loss as finance income or expense.
Financial assets
Financial assets are recognised in the balance sheet when the Company becomes
a party to the contractual provisions of the instrument and are recognised in
the balance sheet at the lower of cost and net realisable value.
Provision is made for diminution in value where appropriate.
Income and expenditure arising on financial instruments is recognised on the
accruals basis and credited or charged to the statement of comprehensive
income in the financial period to which it relates.
Trade receivables do not carry any interest and are initially recognised at
fair value, subsequently reduced by appropriate allowances for estimated
irrecoverable amounts.
Call options
Where the Group becomes party to a call option which entitles it to acquire
the equity instruments of another company, the Group considers that such
instruments represent a derivative financial instrument and so holds the
instrument at fair value through profit or loss, as measured at each reporting
date. The fair value of a call option is measured using a valuation
technique which is typically a Black Scholes model. Where it is not possible
to use an established valuation technique due to lack of observable or
reasonably obtainable inputs; the directors consider the inherent value of the
option by reference to the exercise price of the option compared to the value
of the underlying instrument. During the year the Group obtained a call
option over 0M and determined a fair valuation of nil by reference to an
assessment of the reasonably determinable valuation of the equity at the
reporting date.
Warrants
Warrants are granted to investors by the group and are classified as equity
only to the extent that they do not meet the definition of a financial
liability or financial asset. The Group's warrant entitle the holder to
purchase an ordinary share at a fixed price, from grant until expiry of the
warrant.
The fair value of warrants is determined at the date of grant and is
recognised in equity. When the warrants are exercised, the group transfers the
appropriate amount of shares to the investor, and the proceeds received net of
any directly attributable transaction costs are credited directly to equity.
Where warrants are issued in exchange for a service received, the group uses a
Black-Scholes model in order to arrive at a fair value at the date warrants
are granted. Where warrants are granted to advisers in respect of services
directly attributable to the issue of new shares, the expense is recorded
against share premium.
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the
use of certain estimates. It also requires management to exercise its
judgement in the process of applying the company's accounting policies.
Estimates and judgements are continually reviewed and are based on historical
experience and other factors including expectations of future events that are
believed to be reasonable under the circumstances.
Judgements and estimates
Impairment of goodwill and intangible assets
The Group holds goodwill and intangible assets arising from business
combinations. Judgement is applied in determining the recoverable amount of
goodwill. All intangible assets were fully impaired in prior years.
On an annual basis, the Group reviews goodwill for impairment. Goodwill must
be tested for impairment annually. Where goodwill arose in a business
combination, management determined that each acquired website brand is a
separate cash generating unit with separately identifiable cash flows, and so
any the goodwill arising from that acquisition is associated with the acquired
website brand. No goodwill is allocated across multiple Cash Generating
Units.
For the purpose of impairment testing at 30 June 2025, management have
determined that the appropriate method to apply is a fair value less costs to
dispose approach. Management consider that a revenue-based multiple is an
appropriate estimation tool for the recoverable amount of goodwill.
Therefore, all impairment tests have been performed using a fair value method
on the basis of a multiple of revenue achieved for the respective brand in the
year ended 30 June 2025.
Management undertook a careful assessment of the appropriate revenue multiple
and determined that 1x (2024: 1x revenue) reported revenue represents their
best estimate of the recoverable amount of each brand. This fair value
estimation technique is a Level 2 valuation technique in the Fair Value
Hierarchy as there is no directly observable market valuation of each brand,
but management have identified the valuation of similar assets through the
relevant trading multiples of similar businesses in similar sectors, through
the observed implied multiples in recent transactions involving similar assets
and through industry and other benchmarks.
Further detail of the results of impairment tests of each material Cash
Generating Unit are summarised below. Both RealSport and EpicStream are
within the Gfinity Digital Media operating segment. In each case, 'costs to
sell' are considered to be immaterial as there are no physical assets in any
case. Impairment expense has been separately identified in the statement of
profit or loss.
No previous impairments to intangible assets associated with earlier business
combinations were reversed during the year as the Board did not identify that
any factors leading to earlier impairment were no longer present.
RealSport
Realsport101.com is a leading source of news and information about competitive
sport gaming.
The carrying value of goodwill in respect of RealSport was £185,833 prior to
the impairment test.
The result of the impairment test was a recoverable amount of £39,807, and
therefore an impairment of £146,026 was recorded in profit or loss.
The factors giving rise to the impairment were changes to Google algorithms,
the effect of AI insights on visitor numbers and changes in the underlying
user base of the website.
EpicStream
EpicStream.com is a leading online source of geek and pop culture news.
The carrying value of goodwill in respect of EpicStream was £125,110 prior to
the impairment test.
The result of the impairment test was a recoverable amount of £16,981 and
therefore an impairment of £108,129 was recorded in profit or loss.
Valuation of derivative call option and control of 0M
On 3 February 2025, the Company entered into a call option agreement with
Robert Keith, a substantial shareholder of Gfinity plc, in which the Company
obtained the option to acquire 100% of the issued share capital of 0M
Technology Solutions Ltd ("0M"), a UK company involved in developing
contextual advertising technology known as Connected IQ. Consideration for
the call option was £1. The exercise price of the option is £2,000,000
payable in cash, and is exercisable any time for a period of 10 years from
grant.
The Directors consider that the call option represents a derivative financial
instrument measured at fair value through profit or loss and so have had
regard to the fair value of the option as at 30 June 2025.
The Company has separately entered into an exclusive licence agreement with 0M
which entitles the Company to commercialise 0M's Connected IQ technology,
under which Gfinity bears certain of 0M's costs in support of the continued
development of the product.
The Company believes that there is significant potential in the technology and
plans to work with 0M to collaborate with media partners where we have
existing strong relationships to commercialise the product which, in turn,
will grow the value of 0M. However, as at 30 June 2025 no revenue had been
generated by 0M and as such was a recently incorporated company with no
operating history or record of profitability or revenues. Accordingly the
Directors consider that the fair value of the call option to be nil as the
future cash flows projected under the Company's Connected TV business plan are
too uncertain, and the range of possible outcomes too wide, for a fair value
other than nil to be justifiable.
The Directors, in the post year end period, are progressing negotiations with
key partners to create early revenue generation utilising Connected IQ and, in
doing so, creating value in 0M and therefore the call option. The valuation
of the option will be reassessed at future reporting dates in view of
progress. 0M has no assets or forms of revenue generation other than via
their share of Gfinity's revenues derived from the Connected IQ product under
the licence agreement.
The Directors have also considered whether the existence of the call option
means that the Company is deemed to control 0M. It is noted that the option
is considered to be out of the money, Gfinity has no board representation in
0M and also that 0M has funding from its shareholder such that it is not
reliant on Gfinity to fund its daily operations. Accordingly, it was
determined that Gfinity does not control 0M.
4. REVENUE
The Group's policy on revenue recognition is as outlined in note 2. The
Group's revenue disaggregated by primary geographical market is as follows:
Year to 30 June 2025 Year to 30 June 2024
£ £
United Kingdom 248,614 410,561
North America 424,291 1,284,392
ROW 187,675 200,076
Total 860,580 1,895,029
Profit and loss information for each operating segment is given in Note 10.
The Group's revenue disaggregated by pattern of revenue recognition and
business unit is as follows:
Year to 30 June 2025 Year to 30 June 2024
£ £
Services transferred at a point in time 797,223 1,817,731
Services transferred over time 63,357 77,298
Total 860,580 1,895,029
The Group agrees payment terms with each customer at the outset of the
contract and typically agrees 30 day payment terms. All revenue streams
which are recognised over time were completed and invoiced in the year
resulting in no contract assets or liabilities at 30 June 2025.
Revenue includes £210,317, representing 24% (2024: £349,005, representing
18%), received from Athlos Game Technologies Ltd, a related party, as detailed
in Note 25.
Additionally, one third party customer represents 38% (2024: 61%) of
revenue. This revenue is within Digital Media.
5. INVESTMENT IN ASSOCIATE
In view of Gfinity's board representation, the Group's 15% equity interest in
Ingenuity Loop is held as an associate. The equity accounted associate is
held at a carrying value of £15 and no share of loss has been reported as
Ingenuity Loop is dormant. Ingenuity Loop is seeking opportunities in the
eSports sector.
6. OPERATING EXPENSES
Expenses analysed by nature include:
Group
Year to 30 June 2025 Year to 30 June 2024
£ £
Depreciation of property, plant and equipment 400 14,357
Amortisation and impairment of intangible fixed assets - 415,155
Goodwill impairment 254,155 184,345
Staff costs (see note 7) 493,727 1,005,260
Auditor's remuneration for auditing the accounts of the Group and Company 36,000 36,000
Auditor's remuneration for other non-audit services:
- Other services related to taxation 4,500 4,884
- All other non-audit services 3,000 -
Foreign exchange losses/(gains) 6,292 (4,904)
7. EMPLOYEES
Number of employees
The average number of people (including directors) employed by the Group
during the financial period was:
Group
Year to Year to
30 June 2025 30 June 2024
3 3
Board
Operations 8 15
11 18
The aggregate payroll costs of staff (including directors) were:
Group
Year to 30 June 2025 Year to 30 June 2024
£ £
Wages and salaries 405,600 826,808
Social security costs 35,293 81,799
Pensions 6,717 25,853
Share based payments (Note 23) 46,117 70,800
493,727 1,005,260
Total remuneration for Directors in cash and medical benefits during the year
was £0 (2024: £3,445). The share-based payment charges in respect of
Directors for the year was £21,625 (2024: £57,635). Total key management
personnel remuneration was therefore £21,625 (2024: £61,080).
The board of directors comprise the only persons having authority and
responsibility for planning, directing and controlling the activities of the
Group. The Board consider there are no key management personnel other than the
Board. The number of directors to whom retirement benefits accrued during
the period was 0 (2024: 0).
8. NET FINANCE COSTS
Group
Year to 30 June 2025 Year to 30 June 2024
£ £
Interest income on bank deposits - 153
Other interest cost (2,249) (591)
Effective interest on loans (27,467) -
(29,716) (438)
9. TAXATION
Major components of taxation expense for the period are:
Group
Year to 30 June 2025 Year to 30 June 2024
£ £
Current tax charge 1,856 8,370
Corporation tax credit - (330,812)
Total current tax 1,856 (322,442)
Deferred tax credit (note 18) - (72,390)
Taxation charge/ (credit) reported in the income statement 1,856 (394,831)
A reconciliation of taxation expense applicable to accounting profit before
taxation at the statutory tax rate of 25% (2024: 25%), to taxation expense at
the Group's effective tax rate for the period is as follows:
Year to 30 June 2025 Year to 30 June 2024
£ £
Loss on ordinary activities before taxation (780,877) (989,274)
At applicable rate of 25% (2024: 25%) (195,219) (247,318)
Income not taxable (161,628) (65,000)
Expenses not deductible for tax purposes 150,099 159,435
Movement in unrecognised deferred tax asset 208,604 152,883
Movement in deferred tax liability on temporary differences - (72,390)
R&D Credit received - (330,824)
Other items - 8,383
Tax charge/(credit) 1,856 (394,831)
Split as
Current tax charge/(credit) 1,856 (322,441)
Deferred tax credit - (72,390)
Taxation charge/(credit) reported in the income statement 1,856 (394,831)
The whole current and deferred tax credit in the consolidated profit and loss
account relates to continuing operations.
The Group has estimated tax losses of £48.9m (2024: £47.7m) available for
offset against future taxable profits. A potential deferred tax asset of
£12.2m has not been recognised due to the uncertainty of timing of future
profits.
The tax losses have no expiry date.
10. OPERATING SEGMENTS (as Restated)
Digital Media AI Year to 30 June 2025
£ £ £
Revenue 860,580 - 860,580
Cost of sales (716,918) - (716,918)
Impairment Charge (254,155) - (254,155)
Admin expenses (529,285) (135,164) (664,449)
Remeasurement gain 23,781 - 23,781
Net Finance Expenses (29,716) - (29,716)
Tax (1,856) - (1,856)
Loss (647,569) (135,164) (782,733)
Restated
Digital Media AI Year to 30 June 2024
£ £ £
Revenue 1,895,029 - 1,895,029
Cost of sales (1,193,956) - (1,193,956)
Impairment Charge (284,408) - (284,408)
Admin expenses (1,705,052) - (1,705,052)
Gain on disposal of Associate 275,011 - 275,011
Re-assessment of Deferred Consideration 24,541 - 24,541
Net Finance Expenses (438) - (438)
Tax 394,831 - 394,831
Loss (594,442) - (594,442)
Management identifies operating segments through consideration of the
aggregated data reviewed by the Board in monitoring the performance of the
business. The AI segment relates to Connected IQ and Yentra.AI operations
which were launched in the year. Under the Group's licence agreement with 0M
Technology, the Group is required to cover the operating costs of the
Connected IQ software. These costs have been included within the AI segment.
In line with IFRS 8 para 23, assets and liabilities split by segment are not
disclosed as these are not regularly reviewed by the Board in this way.
11. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss attributable to
shareholders by the weighted average number of ordinary shares in issue during
the period.
IAS 33 requires presentation of diluted EPS when a Company could be called
upon to issue shares that would decrease earnings per share or increase the
loss per share. For a loss making Company with outstanding share options, net
loss per share would be decreased by the exercise of options and therefore the
effect of options has been disregarded in the calculation of diluted EPS.
All EPS and DEPS figures stated below are presented in pence.
2025 2024
(782,733) (594,442)
Loss for the year
Weighted Average Shares 3,768,733,240 3,280,945,063
Loss per share (0.02) (0.02)
Diluted loss per share (0.02) (0.02)
12. PROPERTY, PLANT AND EQUIPMENT
Group
Computer & Production Equipment Total
Cost £ £
At 1 July 2024 28,313 28,313
At 30 June 2025 28,313 28,313
Amortisation
At 1 July 2024 27,913 27,913
Charge for the period 400 400
At 30 June 2025 28,313 27,913
Net Book Value
30 June 2025 -
-
30 June 2024 400 400
Cost £ £
At 1 July 2023 28,313 28,313
At 30 June 2024 28,313 28,313
Amortisation
At 1 July 2023 13,556 13,556
Charge for the period 14,357 14,357
At 30 June 2024 27,913 27,913
Net Book Value
30 June 2024 400
400
30 June 2023 14,757 14,757
Company
Computer & Production Equipment Total
Cost £ £
At 1 July 2024 28,313 28,313
At 30 June 2025 28,313 28,313
Amortisation
At 1 July 2024 28,313 28,313
Charge for the period - -
At 30 June 2025 28,313 28,313
Net Book Value
30 June 2025 -
-
30 June 2024 - -
Computer & Production Equipment Total
Cost £ £
At 1 July 2023 28,313 28,313
At 30 June 2024 28,313 28,313
Amortisation
At 1 July 2023 15,151 15,151
Charge for the period 13,162 13,162
At 30 June 2024 28,313 28,313
Net Book Value
30 June 2024 -
-
30 June 2023 13,162 13,162
13. GOODWILL
Group £
Cost
At 1 July 2024 and 30 June 2025 4,714,399
Impairment
At 1 July 2024 4,403,456
Charge for the period 254,155
At 30 June 2025 4,657,611
Net Book Value
30 June 2025 56,788
30 June 2024 310,943
Cost £
At 1 July 2023 and 30 June 2024 4,714,399
Impairment
At 1 July 2023 4,219,111
Charge for the period 184,345
At 30 June 2024 4,403.456
Net Book Value
30 June 2024 310,943
30 June 2023 495,288
Company £
Cost
At 1 July 2024 and 30 June 2025 2,939,192
Impairment
At 1 July 2024 2,628,248
Charge for the period 254,155
At 30 June 2025 2,882,403
Net Book Value
30 June 2025 56,788
30 June 2024 310,943
Cost £
At 1 July 2023 and 30 June 2024 2,939,192
Impairment
At 1 July 2023 2,443,903
Charge for the period 184,345
At 30 June 2024 2,628,248
Net Book Value
30 June 2024 310,944
30 June 2023 495,289
The Group and Company hold goodwill in respect of the acquisitions of the
trade and assets of EpicStream and RealSport in earlier accounting periods.
An impairment charge of £108,129 and £146,026 was recorded in respect of
EpicStream and RealSport respectively, in both the Group and Company profit
and loss accounts.
In all cases, management assigned goodwill to cash generating units, being the
group of assets associated with the acquired website and associated
infrastructure, since each online brand has separately identifiable cash
flows.
Refer to Note 3 for details of impairment tests.
14. INTANGIBLE FIXED ASSETS
Group Web Platforms Other Intangibles Total
Cost £ £ £
At 1 July 2024 5,393,265 2,415,562 7,808,827
At 30 June 2025 5,393,265 2,415,562 7,808,827
Amortisation and impairment
At 1 July 2024 2,415,562 7,808,827
5,393,265
Charge for the period - - -
Impairment - - -
At 30 June 2025 5,393,265 2,415,562 7,808,827
Net Book Value
30 June 2025 - - -
30 June 2024 - - -
Web Platforms Other Intangibles Total
Cost
At 1 July 2023 5,393,265 2,415,562 7,808,827
At 30 June 2024 5,393,265 2,415,562 7,808,827
Amortisation and impairment
At 1 July 2023 4,978,110 2,415,562 7,393,672
Charge for the period 315,091 - 315,091
Impairment 100,064 - 100,064
At 30 June 2024 5,393,265 2,415,562 7,808,827
Net Book Value
30 June 2024 - - -
30 June 2023 415,155 - 415,155
Web platforms include web domains and platform technology acquired in the acquisitions of StockInformer, Siege.gg and EpicStream.
Other intangibles include technology platforms and customer lists arising in earlier acquisitions.
INTANGIBLE FIXED ASSETS (continued)
Company Web Platforms Other Intangibles Total
Cost £ £ £
At 1 July 2024 713,546 7,195 720,741
At 30 June 2025 713,546 7,195 720,741
Amortisation and impairment
At 1 July 2024 713,546 7,195 720,741
Charge for the period - - -
At 30 June 2025 713,546 7,195 720,741
Net Book Value
30 June 2025 - - -
30 June 2024 - - -
Web Platforms Other Intangibles Total
Cost
At 1 July 2023 713,546 7,195 720,741
At 30 June 2024 713,546 7,195 720,741
Amortisation and impairment
At 1 July 2023 587,952 7,195 595,147
Charge for the period 125,594 - 125,594
At 30 June 2024 713,546 7,195 720,741
Net Book Value
30 June 2024 - - -
30 June 2023 125,594 - 125,594
Web platforms includes web domains and platform technology acquired in the acquisitions of StockInformer, Siege.gg and EpicStream.
15. INVESTMENT IN SUBSIDIARIES
Company
Year to 30 June 2025 Year to 30 June 2024
£ £
Cost 6,070,115 6,070,115
At 1 July
Disposals (6,070,115) -
At 30 June - 6,070,115
Impairment 6,070,115 5,930,973
At 1 July
Impairment - 139,142
Disposal (6,070,115) -
At 30 June - 6,070,115
Net book value - -
At 1 July
At 30 June - -
Subsidiary Country of Holding Proportion of voting rights Nature of business
undertaking incorporation and capital held
CEVO Inc. USA Ordinary shares 100% Digital Media
Yentra.AI Limited England and Wales Ordinary shares 51% AI Development
During the year, the Company's former subsidiary Megit Limited was
dissolved. The original cost of investment in Megit was £6,070,155, which
was fully impaired in earlier periods. Therefore no gain or loss was
recorded on disposal.
16. TRADE AND OTHER RECEIVABLES
Group Company
Year to 30 June 2025 Year to 30 June 2024 Year to 30 June 2025 Year to 30 June 2024
£ £ £ £
Trade receivables 129,939 346,740 129,939 330,097
Provision for expected credit loss (10,650) (10,650) (10,650) (10,650)
119,289 336,090 119,289 319,447
Prepayments 5,933 27,394 5,933 27,394
Amounts due in less than one year 125,222 363,484 125,222 346,841
Amounts due from group undertakings - - 592,710 611,439
Provision for Group undertakings - - (592,710) (611,439)
- - - -
Other current receivables 251,349 - 226,186 -
Total 376,571 363,484 351,408 346,841
The directors consider that the carrying amount of trade and other receivables
approximates to their fair value due to the short-term nature of these
financial assets.
17. CASH AND CASH EQUIVALENTS
Group Company
Year to 30 June 2025 Year to 30 June 2024 Year to 30 June 2025 Year to 30 June 2024
£ £ £ £
Cash at bank and in hand 137,878 23,156 135,287 13,742
Total 137,878 23,156 135,287 13,742
Cash at bank and in hand earns interest at floating rates based on daily bank
deposit rates. The fair value of cash and cash equivalents does not differ
from the carrying value.
18. DEFERRED TAX LIABILITIES
Group Company
Year to 30 June 2025 Year to 30 June 2024 Year to 30 June 2025 Year to 30 June 2024
£ £ £ £
At 1 July - 72,390 - -
Credited to profit or loss - (72,390) - -
At 30 June - - - -
19. ISSUED SHARE CAPITAL
The Company has a single class of ordinary share with nominal value of £0.001
each. Movements in the issued share capital of the Company can be summarised
as follows:
Ordinary Shares Deferred Shares
Number Share Number Share Capital £
Capital £
As at 30 June 2023 2,649,029,913 2,649,030 - -
Share reorganisation - (2,384,127) 2,649,029,913 2,384,127
Issue August 2023 at £0.0006 per share 750,000,000 75,000 -
-
As at 30 June 2024 3,399,029,913 339,903 2,649,029,913 2,384,127
Issue September 2024 at £0.00015 per share 200,000,000 20,000 - -
Issue February 2025 at £0.000625 per share 416,000,000 41,600 - -
Issue May 2025 at £0.0007 per share 428,571,428 42,857 - -
As at 30 June 2025 4,443,601,341 444,360 2,649,029,913 2,384,127
Ordinary shares entitle the holder to full voting, dividend and rights on
winding up.
Deferred shares carry no rights to voting or dividends.
20. TRADE AND OTHER PAYABLES
Group Company
Year to 30 June 2025 Year to 30 June 2024 Year to 30 June 2025 Year to 30 June 2024
£ £ £ £
Current liabilities
Trade payables 139,613 139,838 139,613 136,788
Other taxation and social security 1,206 14,504 (5,257) 13,294
Accrued expenditure and deferred revenue 44,675 45,000 47,568 45,000
Other payables 59,270 41,048 59,270 59,270
Loans (Note 21) 28,865 - 28,865 -
Amounts owed to group undertakings - - - 556,500
Total 273,629 240,390 270,059 810,852
Trade and other payables principally comprise amounts outstanding for trade
purchases and ongoing costs. The directors consider that the carrying amount
of trade payables approximates to their fair value due to their short-term
nature.
Contingent consideration arising from business combinations is held at fair
value at each reporting date. The fair value of remaining contingent
consideration at 30 June 2025 was assessed as £59,270 (2024: £59,270).
21. LOANS
Overall loan movements/disclosure
Convertible loan Short term loan Total
-liability element
£ £ £
At 1 July 2024 - - -
Additions 9,664 50,000 59,664
Effective interest 14,117 13,350 27,467
Repayments - (34,485) (34,485)
Remeasurement (23,781) - (23,781)
At 30 June 2025 - 28,865 28,865
In December 2024 the Company obtained a short term, unsecured loan of £50,000
from a boutique lender to cover short term working capital requirements. The
loan is repayable in 12 payments of £5,748 and therefore the effective
interest rate is 86.5%. There are no financial covenants associated with the
loan and it will be fully repaid by December 2025. Interest recorded in profit
or loss in the year to 30 June 2025 in respect of this loan is £13,350.
David Halley, Director, has issued a personal guarantee in favour of the
lender in respect of the short term loan.
In September 2024 the Company entered into a Convertible Loan Agreement with
Charles Street International Limited which is beneficially owned by Robert
Keith, a substantial shareholder of Gfinity plc. The loan bears no interest
and is convertible by the noteholder at any time until the maturity date. If
not converted by the maturity date of September 2027 the note automatically
converts to equity at a fixed price of £0.00015p.
Therefore, the note is considered to pass the fixed for fixed test and a
substantial portion of the loan is treated as equity. The only circumstance
that the loan may be repaid in cash is to the extent that, at the conversion
date, the noteholder would hold greater than 30% of the issued share capital
of Gfinity plc.
Given that conversion as at the grant date would have triggered a small
element of cash repayment, a liability element was calculated and
recognised. Subsequently the liability component was remeasured as a result
of a issues of new shares in which the noteholder did not participate and
which brought the expected future cash outflow to nil. The assessed equity
element at the date of grant was £110,336 and this has been recorded as a
separate reserve within equity.
For the purpose of discounting future potential cash payments in establishing
the liability component, the market borrowing rate was based on the effective
interest rate of the short term loan referred above.
In light of the remeasurement in the year, a remeasurement gain of £23,781
was recorded in profit or loss.
Neither loan gives rise to interest rate risk, and liquidity risk is assessed
as immaterial given the limited cash outflows expected. If the noteholder of
the convertible loan had converted their notes in full as at 30 June 2025, the
cash payment would have been £nil.
Both loans are presented as current liabilities.
An analysis of net debt for the year to 30 June 2025 is as follows:
Net debt
Opening Loans drawn Cash flows Other movements Closing
Cash 23,155 170,000 (55,277) 0 137,878
Loan liabilities - (59,664) 34,485 (3,686) (28,865)
Net debt 23,155 110,336 (20,792) (3,686) 109,013
There were no loans at 30 June 2024.
22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash,
loans, and various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial instruments.
All of the Company's financial instruments are measured at amortised cost
other than contingent consideration arising on business combinations which is
held at fair value at each reporting date.
The Company's activities expose it to a variety of financial risks: market
risk (including currency risk and interest rate risk), credit risk and
liquidity risk.
Credit risk
The Group and Company's principal financial assets exposed to credit risk are
cash and trade and other receivables.
Bank balances are held by established banks with high credit ratings assigned
by independent credit rating agencies. Management is of the opinion that bank
balances do not represent a significant credit risk.
As the Group and Company do not hold security against bank balances or trade
and other receivables, its credit risk exposure is as follows:
Group Company
Year to 30 June 2025 Year to 30 June 2024 Year to 30 June 2025 Year to 30 June 2024
£ £ £ £
508,516 359,245 480,762 333,189
The Group trade receivables balance represents amounts due from third parties.
At the balance sheet date, the Group's trade receivables totalled £129,939
against which an expected credit loss provision of £10,650 had been raised
(2024: £346,740 less a provision of £10,650).
The Company's other receivables include £592,710 of inter-company funding
(2024: £611,439) and this receivable is provided against in full due to
uncertainty of the timing over which the respective subsidiaries will be in a
position to reimburse these amounts.
The Group's policy is to raise expected credit loss provisions where payments
have been not received within the contractual due date. The Group continues
to seek to collect all debts until such time as a debt it written off.
The Group writes off debt when it considers that there is no prospect of
recovery, for example when a debtor enters into administration, or the Group
is aware of other factors indicative of this outcome.
At the balance sheet date, one customer represented 66% of gross Group trade
receivables. This amount was collected in full after the balance sheet date.
Other receivables includes £200,000 of unpaid subscriptions for shares which
was received in full after year end.
There were no contract assets at 30 June 2025.
Liquidity risk
All trade and other payables are due for settlement within one year of the
balance sheet date. The use of instant access deposits ensures sufficient
working capital is available at all times.
The maturity of loans as at 30 June 2025 was:
Short term loan - £28,865 wholly repayable within one year.
Convertible loan - only repayable in cash where the noteholder would have a
resulting shareholding of 30% or more. At 30 June 2025, the likelihood of
this event was considered remote and therefore the instrument is expected to
be settled fully in shares.
There were no loans at 30 June 2024.
Foreign exchange risk
The Company operates in overseas markets by selling directly from the UK, owns
an overseas subsidiary and reports in GBP. It is therefore subject to currency
exposures on transactions while the Group is subject to currency exposures on
consolidation of the overseas subsidiary.
The majority of revenue is billed in United States Dollar (USD).
Financial instruments held by the Group and Company and their carrying values
were denominated in currencies as follows:
Group
Year to 30 June 2025 Year to 30 June 2024
USD ($) EUR (€) GBP (£) USD ($) EUR (€) GBP (£)
Trade and other receivables 80,792 - 289,792 275,792 528 128,263
Cash 16,839 7,828 113,211 16,769 - 9,899
Trade and other payables (41,336) - (232,293) (21,801) - (130,768)
Company
Year to 30 June 2025 Year to 30 June 2024
USD ($) EUR (€) GBP (£) USD ($) EUR (€) GBP (£)
Trade and other receivables 61,616 - 289,792 255,192 528 127,905
Cash 14,248 7,828 113,211 9,964 - 5,865
Trade and other payables (37,766) - (232,293) (11,878) - (127,398)
As the Group hold both trade receivables and trade payables in USD, the resulting sensitivity to changes in USD exchange rates are immaterial.
Fair value estimation
The aggregate fair values of all financial assets and liabilities are
consistent with their carrying values due to the relatively short-term
maturity of these financial instruments.
Cash is accessible on demand and therefore its carrying value approximates to
fair value.
Capital management
The Company is funded through shareholders' funds and loans.
If financing is required, the Board will consider whether debt or equity
financing is more appropriate and proceed accordingly. The Company is not
subject to any externally imposed capital requirements.
23. SHARE BASED PAYMENTS
Equity-settled share option plans
The Company operates a share option scheme for directors and employees of the
Group. All share options are equity-settled.
The table below summarises movements in the number of share options in issue
in the year:
Share options Number Weighted average exercise price (£)
Share options as at 30 June 2023 34,850,000 0.0257
Share options granted 479,262,889 0.0006
Share options forfeited (22,447,000) 0.0142
Share options exercised - -
LTIP share options as at 30 June 2024 491,665,889 0.0018
Share options as at 30 June 2024 491,665,889 0.0018
Share options granted 40,000,000 0.0011
Share options forfeited (36,893,000) 0.0091
Share options exercised - -
LTIP share options as at 30 June 2025 494,772,889 0.0012
Options vest over periods defined in the respective option agreements. Options
issued in the year were valued using a Black Scholes model with the following
inputs: exercise price 0.11p, price at grant 0.12p, volatility 230%, risk free
rate 3.78%, dividends nil. Exercise period 10 years. An expense of £20,197
was recorded in profit or loss in respect of newly issued share options. The
options issued in the year vest 25% on grant, 25% after one year, 25% after
two years and 25% after three years.
Volatility was derived using the company's own share price history prior to
the date of grant.
The exercise prices of options outstanding at 30 June 2025 range from 0.06p to
6.25p (2024: 0.06p to 6.25p).
The number of share options exercisable at 30 June 2025 was 464,772,889 (2024:
246,935,895).
The weighted average remaining exercise period of options at 30 June 2025 was
6.8 years (2024: 7.5 years)
Of the options outstanding at the year end, 416,883,590 (2024: 416,883,590)
were held by directors. Details of all options and warrants held by directors
are contained within the Directors' Remuneration Report.
The inputs into option pricing models for earlier issues are available in
previous annual reports. All share options were valued using Black Scholes
models. All share options were granted at an exercise price equivalent to the
market price at the date of grant.
All options are held in Gfinity plc with no options held over any of the
Group's subsidiaries.
The total expense in profit or loss for the year was £46,117; comprising
£20,197 relating to share options issued in the year end £25,920 relating to
share options issued in previous accounting periods.
24. WARRANTS
The Company has granted warrants over Ordinary Shares as outlined in the table
below.
Number Weighted average exercise price (£)
Warrants
Warrants as at 30 June 2023 1,373,053,333 0.0022
Warrants granted 75,990,299 0.0006
Warrants exercised - -
Warrants lapsed/forfeited - -
Warrants as at 30 June 2024 1,449,043,632 0.0021
Warrants as at 30 June 2024 1,449,043,632 0.0021
Warrants granted 630,285,714 0.0011
Warrants exercised - -
Warrants lapsed/forfeited (1,373,053,333) 0.0022
Warrants as at 30 June 2025 706,276,013 0.0010
603,285,714 warrants were issued in the year. All warrants were issued to
investors and not in exchange for services and so are outside the scope of
IFRS 2. No separate value has been apportioned to warrants which are issued
as an incentive for shareholders to invest. All warrants have an exercise
period of 18 months from grant except for 75,990,299 warrants granted in FY24
which have an exercise period of 2 years.
The weighted average remaining life of warrants at 30 June 2025 was 14 months.
The range of exercise prices of warrants in issue at year end was £0.0006 to
£0.0015.
All warrants in issue were exercisable at year end.
In addition to the warrants described above, 416,000,000 of the warrants
issued in the year came with an additional 416,000,000 Incentive Warrants.
The Incentive Warrants will be exercisable once the initial warrants are
exercised and will be exercisable within the existing exercise period at a
price of £0.002.
The Incentive Warrants are not considered to be in issue until such time as
the initial warrants are exercised.
25. RELATED PARTY TRANSACTIONS
The Directors' Report provides details of director remuneration and share
options and warrants held by the directors at the end of the period.
Transactions and balances with Group subsidiaries in the year:
CEVO:
During the year, the Company advanced cash of £0 (2024: £0) to Cevo and Cevo
incurred costs of £0 (2024: £0) on the Company's behalf. The year end
amount repayable to the Company was £592,710 (2024: £592,710). The full
amount was provided against as at year end.
Megit:
During the year, the Company incurred costs of £0 (2024: £231,056) on behalf
of Megit. Megit advanced cash of £0 to the Company and incurred costs on
behalf of the Company of £0 (2024: £0). At 30 June 2024 the company owed
£556,500 to Megit. Amounts to Megit were released in full in the year, and
Megit was dissolved on 17 June 2025.
Transactions with other related parties in the year:
David Halley, a Director, subscribed for shares in the Company for a total of
£30,000 in February 2025.
During the year, the company incurred Consultancy costs of £0 (2024:
£24,000) from The 1(st) Drop Limited. At year end the Company owed £12,000
to The 1st Drop Ltd (2024: £12,000). Neville Upton is a director of The 1(st)
Drop Limited.
During the year, the Group incurred costs of £9,425 (2024: £349,005) on
behalf of Athlos Game Technologies Ltd ("Athlos"). The Group also recharged
costs to Athlos of £210,317 (2024: £349,005), recorded within Revenue. No
margin is applied to the recharges. The year end amount payable to the Group
was £51,349 (2024: £41,924). David Halley is a director and the beneficial
owner of Athlos. The amount receivable from Athlos by the Company at 30 June
2025 was £26,186 (2024: £16,761). Costs of £9,425 were incurred by the
Company on behalf of Athlos in the year.
All of the above balances are interest free, repayable on demand and
unsecured.
26. PROVISIONS
The Group created a provision during 2023 in view of restructuring activities
undertaken in that year. The Directors consider that certain possible costs
previously provided for are no longer probable and have released the full
provision of £92,640 into profit or loss. Therefore the directors consider
that this amount represents a contingent liability at year end.
Year to 30 June 2025 Year to 30 June 2024
£ £
At 1 July 92,640 238,237
Additions - -
Utilised - 69,978
Released 92,640 75,619
At 30 June - 92,640
27. EVENTS AFTER THE REPORTING PERIOD
In November 2025 the Company raised £355,000 through the issue of 747,368,421
ordinary shares at a price of £0.00475 per share. Each investor received one
warrant for every four shares purchased, exercisable at £0.0095 per warrant
for a period of 18 months. Additionally, 31,052,631 shares were issued in
settlement of broker fees of £14,750.
28. CONTROL
The Directors consider that there is no overall controlling party.
29. DERIVATIVE CALL OPTION
At the year end the Group held a call option over 100% of the issued share
capital of 0M Technology Solutions Limited. The Directors consider the fair
value to be nil. The factors applied in this assessment are given in Note 3.
30. RESTATEMENT
The Directors have reviewed the allocation of certain costs incurred in the
year to 30 June 2024 and determined that certain expenses are better presented
as Cost of Sales instead of Administration expenses. £349,005 has been
represented as Cost of Sales rather than Administration Expenses in the prior
year. This adjustment has no impact on the reported result for the year or
the reported Loss Per Share.
ENDS
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