REG - SEEEN PLC - Audited results for year ended 31 December 2024
11/09/2025 07:00
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RNS Number : 9405Y SEEEN PLC 11 September 2025
SEEEN plc
("SEEEN", the "Group" or the "Company")
Audited results for the year ended 31 December 2024
Update on 1H 2025
Notice of AGM
SEEEN plc, the media and technology platform that delivers AI-infused Key
Video Moments to drive increased views and revenues across all video content,
is pleased to present its audited results for the year ended 31 December 2024
and an unaudited update on 1H 2025. In addition, the Company gives notice of
its annual general meeting ("AGM").
During 2024, the Group grew revenues by 48% to $3.04 million and achieved the
milestone of operating cash flow breakeven in December 2024. During 1H 2025,
this momentum has accelerated with revenues increasing by more than 80% to
$2.1 million while maintaining monthly operating cash flow breakeven.
The Company's annual report and accounts for the year ended 31 December 2024
(the "Accounts") will shortly be available from the Company's website
https://seeen.com/ (https://seeen.com/) and will be sent to shareholders
today.
Following the publication of the Accounts this morning, the temporary
suspension of the Company's securities from trading on AIM is expected to be
lifted at 07.30 a.m. today, 11 September 2025.
As described below, having undertaken a review together with the Group's new
auditors there has been a restatement of certain amounts in the years ended 31
December 2023 and 2022, principally relating to option reserves and foreign
exchange reserves, which the Board does not consider to be material and does
not affect cash and cash equivalents at the end of these years.
Overview
FY 2024 (audited):
· Revenue increased 48% to $3.04m, reflecting strong growth in both
Technology sales and the Group's CSP (YouTube Creator Service Partner)
business
· Achieved monthly operating cash flow breakeven at year end,
reflecting revenue growth and an increase in gross profit
· Equity fundraising of £0.8m predominantly to accelerate
development of AI-infused video moment learning products for the education and
training industry with a strong pipeline of opportunities from customers who
wish to utilise the Group's AI-infused Key Video Moments technology
1H 2025 (unaudited):
· Revenue increased more than 80% to $2.1m (1H24: $1.1m)
o Further growth in technology customers and increasing CSP revenues
o Annualised revenue run rate** at end of 1H25 of approximately $5.8m
· Adjusted EBITDA* of approximately $0.1m (1H24: Loss of $0.3m)
· Maintaining monthly operating cash flow breakeven
· Cash position at period end of approximately $1.4m
· Warrants exercised early and new ordinary shares subscribed for
during the period to raise a further £0.7m
Full Year 2024 highlights:
● Product Sales: At year end, the Group had:
o 5 strategic customers (large publishers)
o 48 vertical market customers (sports, retail, services, financial
publishing)
o 10 e-commerce led customers
● Revenues:
o Total Group revenues increased 48% to $3.04m (2023: $2.1m), reflecting
strong growth in all parts of the business
▪ Recurring technology revenues up 33% to approximately $0.22m
(2023: $0.15m).
▪ CSP revenues up 55% to approximately $2.8m, (2023: $1.8m),
reflecting new reseller agreement and core client relationships
● Profitability
o Adjusted EBITDA* loss of ($0.5m), reduced from ($0.6m) in 2023
o Gross margin of 21.2% (2023: 23.4%), reflecting return to growth in the
CSP business which carries a slightly lower gross margin than pure technology
licensing
* Adjusted EBITDA is defined as Earnings before Depreciation and Amortisation,
adding back Share Based Payments and non-core costs, which include costs
relating to termination payments, write-offs of historic receivables and
payment of remuneration through shares, and goodwill and intangible asset
Impairment.
** Annualised revenues assumes a run rate of revenues combining (i) technology
based SaaS sales and (ii) June 2025 levels of YouTube advertising income from
channel partners, which can be volatile.
Prior Year Restatements
● Having thoroughly reviewed the application of accounting policies
with the Group's new auditors, it has been identified that historically the
Company should have (i) classified options issued at the time of the Group's
IPO in 2019 as a liability instead of charging this to the Share Based Payment
Reserve and (ii) accounted for certain Foreign Exchange movements prior to 31
December 2022 through the Statement of Comprehensive Income as opposed to the
Foreign Exchange Reserve. This has resulted in adjustments to Net Book Value
(NBV) and Retained Earnings, resulting in a reduction of NBV of approximately
$0.1 million and an increase in retained earnings of approximately $0.5m in
the Statement of Financial Position
● The effect of these changes has had a minimal effect on the year
ended 31 December 2023 (a gain of approximately $30k to retained earnings)
● Other Prior Period Adjustments are: capitalisation costs were
overstated by approximately $0.2m 2021 to 2023; and an incorrect apportionment
of share based payments costs, with $0.1m attributable to subsidiaries rather
than the parent company. These changes resulted in adjustments to NBV and
Retained Earnings of approximately $0.2m as at 31 December 2023.
● None of these adjustments have an impact on the Group's cash
position.
Further details are provided in Note 2 to the Accounts below. In addition, the
Group expects to appoint a new CFO in due course and ahead of the Group's work
on the audited results for the year ending 31 December 2025.
Notice of AGM: Copies of the Accounts and Notice of Annual General Meeting are
today being posted to shareholders and will shortly be made available on the
Company's website at seeen.com. The Company's AGM will be held at the offices
of SEEEN plc, Hones Yard, 1 Waverley Lane, Farnham, Surrey GU9 8BB at 10.00
a.m. on 28 October 2025.
Adrian Hargrave, CEO of SEEEN, commented: "We achieved several significant
milestones during 2024, marked by a return to growth of the business with 48%
revenue growth and achieving monthly operating cash flow breakeven in December
2024. And we have built upon this foundation during 1H 2025. Our team's
strong performance in 2024 has been reinforced during 1H 2025 with over 80%
levels of revenue growth while maintaining operating cashflow breakeven,
underscoring our ability to scale operations.
We are confident about the future. Our customer pipeline is stronger. We
were delighted by the signing of what is potentially SEEEN's largest ever
contract to date during 1H 2025 with a projected value of up to $3.5 million
in annualised revenue. We also see high market demand for our AI-infused
video moments from the education and training sector, to assist with learning
given ever-shortened attention spans among students and employees
respectively.
We appreciate the support of our stakeholders and were gratified with
indicators such as the early exercise of warrants during 1H 2025. We look
forward to delivering for our shareholders."
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/ 2014 (which forms part of Domestic UK law pursuant to the European Union
(Withdrawal) Act 2018). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
Enquiries:
SEEEN plc Tel: +44 (0)7775 701 838
Adrian Hargrave, CEO
Dowgate Capital Limited - Joint Broker Tel: +44 (0)20 3903 7721
Stephen Norcross
Capital Plus Partners Limited - Joint Broker Tel: +44 (0)20 3821 6167
Jonathan Critchley
Allenby Capital (Nominated Adviser & Joint Broker) Tel: +44 (0)20 3328 5656
Alex Brearley / Lauren Wright (Corporate Finance)
Focus IR (Investor Relations) Tel: +44 (0)7866 384 707
Paul Cornelius / Kat Perez seeen@focusir.com
Chairman's Statement
SEEEN has made great strides during 2024 and the first half of 2025, outlined
below and discussed in the CEO Statement, to create a stable, growing and
valuable technology company. Most importantly, from this now solid
foundation, SEEEN can scale in the near-term, as part of our new world of AI,
into a valuable platform company. SEEEN's IP for deconstructing video into
moments and unlocking data can be further exploited with AI tools that depend
on such a repository of data for value creation. Moreover, because of its
growing base of video creators - something pure technology product companies
do not have - SEEEN's new releases of AI-driven video technology are available
for its creators, which should drive more sales via the Group's YouTube
Creator Service Provider ("CSP") and attract even more creators.
For our shareholders and customers, everything starts with SEEEN's
foundation. Under the leadership of the CEO and team, we believe we have
punched the necessary boxes: (i) operations achieving cash flow breakeven
and growing with clear momentum; (ii) balance sheet that can support such
growing operations; (iii) market demand that translates into a credible sales
pipeline; and (iv) technology assets that can be deployed to take advantage of
market direction, especially leveraging open-source AI tools. More precisely,
as discussed in this annual report, SEEEN's sales grew approximately 50% in
2024 and accelerated during 1H 2025, while still achieving cross-over to
operating monthly cash flow breakeven in December 2024 and significantly
improving earnings/loss per share. Our Company has significant net cash on
its balance sheet to feed sales momentum. And we have made technology
investments that our customers and stakeholders such as our YouTube creators
are looking forward to deploying. From our solid foundation, that latter
prospect is especially exciting.
As we look forward, SEEEN will continue to focus on growing its core
business. As our CEO describes, during Q1 2025, SEEEN won what could be its
largest contract to date to manage a creator network and continues to win
customers for its technology licensing. Moreover, SEEEN is taking steps to not
get outflanked in the new world of AI. One area in particular - education
and training - is ripe for SEEEN's AI-infused video technology and we have
recruited a board member - Michael Zigman - during 2024 who is an expert in
this area. Companies around the world have a need for training staff
especially given two salient behaviors: (i) ever-shortening attention spans
and (ii) rapidly changing services and products as AI is deployed
everywhere. For example, blue-collar technicians are facing more complex
deployments of technology in and around "smart" homes. These technicians are
aided by SEEEN's curated video moments. As they perform various tasks for
customers, selecting short video moments in real-time as refreshers is greatly
assisted by linking AI-queries to SEEEN's video moments via SEEEN's
proprietary natural language processing within videos. SEEEN is currently
developing such learning management tools with a strategic partner. Various
companies have expressed interest in monetising their video assets in this
way.
We believe that SEEEN is on an exciting path ahead jumping off from a solid
foundation established by our team.
Chief Executive Officer's Statement
Overview
Having laid foundations for growth in 2022 and 2023, during 2024 we have seen
a significant return to growth for the business, with a 50% increase in
revenues culminating in achieving monthly operating cash flow breakeven during
December 2024. This has been achieved with the support of our Board,
shareholders, staff and customers, leaving SEEEN well positioned to deliver
smart video solutions for our customers. I expect 2025 and beyond to deliver
continued strong growth as we deliver our technology-enabled services to
existing and new clients, aided by the increasing requirement for businesses
to drive a direct return on investment from their videos.
Our confidence about SEEEN's future trajectory has been growing since the end
of 2024. First, we announced in February 2025 potentially our largest ever
customer contract managing Creator Service Partner ("CSP") assets. The
contract is expected to be worth up to $3.5 million annually as SEEEN achieves
milestones. Second, the majority of our warrant holders exercised their
warrants in the business one year before maturity, which we consider reflects
their belief in the fundamentals and trajectory of SEEEN.
Key highlights during 2024, included:
(i) A 48% increase in group revenues with all aspects of the
business growing and an annualised revenue run rate* at the end of the year of
$5 million
(ii) A fundraising in June 2024 to invest in the development
of a new product line for training and education which breaks down complex
tasks for SEEEN customers' staff and their customers, reinforced by the
appointment of Michael Zigman as a non-executive director
(iii) Crossing over into monthly operating cashflow breakeven in
December 2024
(iv) The launch of our interactive reels gallery, which added
new functionality to CreatorSuite v2.0 and allowed SEEEN to target customers
only producing short form videos:
(v) A reseller partnership which delivered meaningful revenue in
2024
(vi) Further success in driving technology sales to sports,
services and e-commerce companies
(vii) Being named a 'Next Big Thing in Tech' by Fast Company
* Annualised revenues assumes a run rate of revenues combining (i) technology
based SaaS sales and (ii) December 2024 levels of YouTube advertising income
from channel partners, which can be volatile.
The market opportunity remains significant as the world consumes more
short-form video for both recreation and education, increasingly on mobile
devices. As a result of these shifts and tightening marketing budgets, brands
and platforms are looking at how best to monetise these views directly. We
have already developed and sold technology solutions to take advantage of
direct video commerce opportunities, whilst our fundraising in 2024 has
enabled us to develop products for short-form training, which we are
continuing to develop with strategic partners.
Now that we have developed a suite of products that we are commercialising,
our operational focus in the near term is on execution at a sales level, which
includes our customer success function that will assist us to increase our
average customer value and profit margins.
Technology-enabled Customers
During 2024, we continued to grow our portfolio of technology customers with
significant sales to London Broncos and A7FL in the sports world adding to a
lot of smaller contracts delivering more than 50 customers for these services.
A key development during the year was the publication of our Interactive Reels
Galleries, which enables customers to develop a social video style experience
on their own websites. Results for these implementations are even stronger
than for horizontal video with a recent charity-based implementation driving
30% clickthrough rates within videos and delivering thousands of dollars in
donations.
Typically our customers see 100% ROI quickly and we benefit from this directly
given revenue and profit shares in place. Customer understanding of the need
for smart, interactive video is also increasing, as social video platforms
evolve and video commerce becomes increasingly pervasive. Some of our key
differentiators include the flexibility to deliver interactive sales on
customers' own websites and Search Engine Optimisation benefits we provide
because of the structured data in videos. Having delivered 50% growth in
revenue versus last year, I am confident that at a minimum we will continue to
deliver these levels of growth.
CSP business
2024 marked a return to growth for the CSP business, with revenues increasing
by approximately 47% against 2023. This was driven by internally generated
growth (both organic increases in views and adding new YouTube channel
partners), as well as through a re-seller agreement, leveraging our partner's
sales team. In 2025, we have built on this return to growth, announcing a
contract in February 2025 to manage up to $3.5 million in revenue of video and
music assets for a publisher. This was further reinforced by the establishment
of a new Content Management System within YouTube, which allows us to create
new channels and drive further revenue growth.
YouTube channel partners are increasingly attracted to our technology-enabled
service, leveraging our AI tools and our team's YouTube know how to maximise
their returns from their videos. By leveraging Key Video Moments, we have been
able to re-mix and re-publish video content, driving up to 25% increases in
partner revenue in short timeframes.
Furthermore, these channel partners are also increasingly potential clients
for our direct Technology products, being brands, publishers and sports clubs
who often have websites with significant traffic volumes but limited ways to
monetise their video content from a committed viewer base.
Training
In 2024, we raised funds for a new, emerging opportunity in the training and
skills market, leveraging our relationship with American Leak Detection
("ALD"). In partnership with ALD, we have been developing Key Video Moments
for training that technicians can call up on their iPads whilst in the field
for quick reminders of what equipment they need and how to use such equipment
or complete a complex task. This increases the number of jobs that ALD
technicians can complete each day, generating a strong ROI for ALD and happier
customers as their problems can be fixed first time.
In addition, building on ALD's deployment of StreamLabs, a smart home water
product owned by Chubb Insurance, we have driven direct video commerce sales
of StreamLabs units, incorporating educational videos for customers. We are
expecting to roll out additional development on a video solution for customer
service and FAQs that deliver Key Video Moments to customers when they have a
question rather than calling in for assistance.
During 2024, we entered into a contract with ALD to provide Digital Marketing
Services and Education driven by the implementation of Google Business
Profiles and Reviews ("GBP") at each of ALD's corporate owned locations, as
well as a framework for managing Pay Per Click campaigns. We have also
delivered educational webinars with key video moments for ALD staff and
franchisees to learn, in bite-size format, how to implement this tool. Through
the implementation of GBP campaigns, we have driven a 50% overall improvement
in search ranking for the ALD corporate stores.
During 2025, we have committed additional resources to developing these
solutions further and use case studies from these initial implementations to
drive further sales in the second half of 2025 and beyond.
The Large Market Opportunity
As discussed above, we remain well positioned to take advantage of three key
trends which we believe will allow us to deliver a highly valuable company.
Based on these three trends, each of our core markets; video commerce, short
form videos and video-based training are expected to grow at rates of between
14 and 35% 1 (#_ftn1) (, 2 (#_ftn2) ), well above the global economy.
Making engaging video is often expensive for our customers and our AI
solutions enable them to edit and re-mix and re-use this content more
efficiently, increasing their direct ROI on video in an economy characterised
by higher interest rates and labour costs, driving increasing adoption of
efficient AI-led solutions.
Corporate Transactions and Opportunities
Driven by our improving trading, growing customer base and balance sheet, we
will opportunistically look to accelerate the growth of the business by
entering into strategic partnerships, reseller agreements and potentially
acquisitions of businesses with a client base and services that fit into our
technology-enabled services profile. Whilst AI continues to evolve, our growth
demonstrates that we have an offer that is appealing to the marketplace and
delivers strong results for our clients. Accelerating customer acquisition
remains our priority and, other than the planned investment in completing our
training products, we do not anticipate any significant development spending.
If an opportunity arises where it is cheaper and more efficient to acquire
customers by buying a business rather than hiring additional sales people, the
Board will consider this.
Summary
We have a great base from which to continue building and a balance sheet that
can support judicious growth and investment to accelerate our market capture
in this fast-moving and growing space. Our core focus remains on execution of
new customer wins, coupled with strong customer support to maximise our
customers' success and drive case studies for further wins. I am extremely
grateful for the support of our shareholders and look forward to continuing
our growth and progress in 2025 and beyond.
Strategic Report
Business Review and Key Performance Indicators
This Strategic Report outlines the business indicators to help the Board
evaluate both the Group's current performance and the progress being made by
the Group in applying its technology assets to its own and third-party media
assets to create a leading video technology platform business.
Group's Business
SEEEN is organized into two primary, but synergistic offerings: (i) video
moments AI technology and (ii) a YouTube Creator Service Provider ("CSP")
(formerly called Multichannel Network ("MCN")) that provides technology-led
social video optimisation services. Together, these two businesses have
complementary assets and provide synergies, enabling the Group to deliver a
Technology-Enabled Services offering to its clients. The synergistic nature
of these business lines means that the Board and management consider the Group
and its progress as one business as opposed to separate reporting entities.
Technology Business
The Group has a suite of AI proprietary products focused on the production of
Key Video Moments (ie short segments of videos, which are most likely to lead
to an impulse response from viewers) that enable consumers to access and
analyse the most relevant features of videos for themselves. These products
have been built on patents, trade secrets, licenses and product designs owned
by the Group.
Through our primary technology product, CreatorSuite 2.0, our core offering is
to provide our customers with such Key Video Moments and to make these
shoppable and interactive to drive product sales and customer engagement. This
is increasingly essential for video asset owners, because we provide the
ability to make more money directly from video, allowing customers to take
advantage of both advertising and video e-commerce. In an environment where
advertising revenues are under pressure, companies need to both understand and
justify their content creation spending and are increasingly focused on making
more money from their existing back catalogues.
Our customers see strong results from their implementations of CreatorSuite
2.0, delivering a return on investment through our typical 7-15% clickthrough
rates from videos, which directly drives increased sales and increased
engagement and data, such as newsletter sign ups. In addition, with the new
advertising functionality built in, our customers can also make more money
through both increased video views driven by our Search Engine Optimisation
for videos, as well as running both adverts and our proprietary interactive
features.
The development of another tool, ShortsCut, uses our AI to benefit our CSP
customers to identify Key Video Moments for use as YouTube Shorts, Instagram
Reels and TikToks. As each of these platforms continue to grow in importance,
preparing new, original short form content by leveraging existing video
collections is the fastest and cheapest way for these publishers to generate
the regular diet of such videos required to be successful on these platforms.
The Group has several KPIs against which it manages the business. A full list
is given below. In relation to technology, the Group monitors the following
KPI:
i. KPI: number of product releases and substantial upgrades released by
the Group during the year, which the Group can sell to its current and
prospective customer base.
In unlocking shareholder value, the Group measures not only new product
releases, but also progress in terms of customers for the Group's
technology. The Group has three approaches to developing its sales pipeline
each captured with a KPI.
i. KPI: number of customers acquired with basic licenses in a monthly
recurring income structure. The Group's strategy is to penetrate certain
vertical markets such as financial publishing, sports and retail. These
verticals may be characterized as having relatively shorter sales cycles with
similar repeatable customers.
ii. KPI: number of strategic customers acquired around which the Group
can provide technology but also upsell managed services.
iii. KPI: number of customers that deploy the Group's technology for
e-commerce applications as opposed to publishing video moments.
Creator Service Provider Services
The Group's CSP provides services to creators on YouTube through standalone
service agreements and by aggregating channels and publishing such content on
YouTube. Publishing partners, whether the CSP's creator channels or third
party businesses, rely on the Group's know-how to create a content strategy
that increases views and therefore digital ad revenue and brand awareness on
YouTube. YouTube receives such digital ad revenue producing gross revenues.
After YouTube deducts its commission, the Company receives net revenue from
YouTube. The economics of the multichannel network creates various KPIs which
help the Board to monitor the business plan of its Managed Video Optimisation
Services. These KPIs measure critical attributes: (i) number of creator
channels producing monetizable content; (ii) number of views/audience
attracted to such content; (iii) digital ad yield from such content and
accompanying audience expressed as Revenue Per Thousand. From these KPIs and
the margins retained from creator channel partners, the Company creates its
forecasts on net revenues and profit before taxes.
Synergies from the Technology and Media Businesses
As noted above, additional shareholder value is extracted from the synergies
that the technology business and the CSP's Managed Video Optimisation Services
business create for customers by working together.
First, the Group monitors the CSP data as a standalone business unit.
Second, the Group also analyses the use of its technology features to attract
an audience and content creators for the Company to test and subsequently
productize its video moments technology. Examples of this included the launch
in 2020 of the new, micro-moment led GTChannel website (www.gtchannel.com),
the launch of Dialog-To-Clip, which was integrated into CreatorSuite and, most
recently ShortsCut, a search tool based on visuals, activities, speech and
various other classifiers which accelerates the process of finding and
publishing sub-60 second videos for content creators from their own back
catalogue, allowing them to publish "new" content without the traditional
costs of production.
Non-Core / One-Time Costs (Gains)
During the period, the Group incurred non-core costs of approximately $0.7
million (2023: $2.6 million), relating to termination payments, write-offs of
historic receivables and payment of remuneration through shares.
Capital
The Board is mindful that it needs to apply its finances prudently to position
the Group to succeed through building both a leading technology stack and
sales and marketing function. At 31 December 2024, the Group had a cash
position of $1.0m and has raised more than $0.8 million since year-end; first
through the issue of a small subscription for ordinary shares in January 2025
and then in May 2025, an early exercise of warrants that added reserves to the
balance sheet.
Amortisation of intangible assets
The Group continues to amortise its intangible assets as per its policies set
out in the notes to the accounts. During the year, the Group amortised $1.1
million relating to intangible assets from products developed since the
Group's admission to AIM. These intangible assets have generated sales.
KPIs
The Board considered certain KPIs for the Group. As the Group evolves, it is
expected that the KPIs for the business will evolve also and the Company
expects to update these at the time of its interim report. KPIs were
identified in the last annual report and the Board has started looking at
additional KPIs against which it monitors the Group's progress. Current KPIs
are as follows:
(i) Technology Product Releases - During 2024, the Group
delivered upgraded features for CreatorSuite 2.0, especially the Reels Gallery
allowing for better exploitation of short form video content and also
continued the development of both ShortsCut, initially for internal use within
the CSP and a new product for use in the training and education sectors, which
it expects to release during 2025.
(ii) Vertical Market Customers - At year end 2024, the Group
had signed contracts in vertical markets with 48 customers
(iii) Strategic Customers - At year end 2024, the Group had
signed contracts with five strategic customers to provide Managed Video
Optimisation Services
(iv) E-Commerce Customers - At year end 2024, the Group had ten
e-commerce led customers
(v) Corporate Development - During 2024, the Group entered into
its first formal re-seller agreement to drive growth for the CSP business.
(vi) CSP Audience - At year-end 2024, the CSP had approximately
2.4 billion views, down 45 per cent (2023: 4.4 billion), however revenues
across partner channels were up 47 per cent, demonstrating that the partner
channels in place now have a higher quality and deliver a much greater yield
per view
(vii) Adjusted EBITDA - EBITDA adjusted for share-based payments
and non-core costs was a loss of $0.5 million (2023: loss of $0.6 million)
(viii) Non-Core Costs - During the year to 31 December 2024, there
were net non-core costs of $0.7 million
(ix) Cash - At the end of 2024, the Group had $1.0 million in
cash
Prior Year Restatement
We have made certain prior year restatements within the accounts. None of
these restatements, as noted below, affected cash-based operating results. In
particular, these are in respect of:
1) Share-based payments (cash vs equity settled): Certain historic awards were
incorrectly recorded as equity-settled. These have been reclassified as
cash-settled, resulting in changes to the share-based payment reserve,
liabilities, FX reserve, and retained earnings
2) Share-based payment allocation: Costs for options granted to employees of
subsidiaries had been recorded in the Parent Company and where relevant these
have been reallocated to the relevant subsidiaries. There is no impact on the
consolidated accounts.
3) Capitalisation of expenditure: Certain previously capitalised amounts did
not meet the recognition criteria under IAS 38 and have been expensed.
4) Foreign exchange movements that were incorrectly recorded within the FX
reserve rather than retained earnings.
For further details see Note 2 to the Accounts.
Principal Risks and Uncertainties
The Group's objectives, policies and processes for measuring and managing risk
are described in note 17. The principal risks and uncertainties to which the
Group is exposed include:
Technological advances within the industry
The technology industry as a whole evolves rapidly with new entrants and ideas
continuously changing the market. There is a risk that competitors react to
opportunities faster, rendering the Group's technology uncompetitive which
could have a material adverse impact on the prospects of the Group. The Group
has a technology which already has commercial traction, for which it completed
a fundraising in December 2022. In addition to investing in sales, part of the
fundraising is being used to develop CreatorSuite 2.0, which addresses
additional functionalities that customers are requesting as the marketplace
evolves. The Group released CreatorSuite 2.0 in 3Q 2023, which includes more
flexible in-video ecommerce options and advertising to accelerate sales in key
target markets. If the development of such products is not possible or delayed
to unforeseen implementation concerns, then the Group's future revenue and
profitability is likely to be impacted against internal projections.
Furthermore, the rapid growth in investment and popularity of AI has
intensified competition across the industry. There is a risk that if the Group
does not adapt its technology to incorporate or compete with AI-driven
solutions, its ability to deliver differentiated and competitive products
could be materially impaired.
Customer Risk
The Group is selling its products to customers, who have implemented
CreatorSuite and JetStream related products. The Company is subject to such
customers continuing to use the Group's products and also its ability to win
new customers as projected using these initial customers as reference
customers. The Board is particularly aware of this risk should the economy
undergo a recession and therefore customers reduce their expenditure on new
products.
YouTube / Google changes
The Group's revenues have predominantly been sourced from YouTube advertising
revenue. Should YouTube alter its terms of business for creators and CSPs,
this could have a significant impact on the operations of the Group's CSP
business.
Advertising Revenue Risk
The Group has historically been dependent on revenue from its YouTube CSP to
generate profitability and changes to the market conditions or regulations and
the terms of advertising on YouTube could affect the Group's ability to
generate revenues and profits. This was felt by the impact of the
Russia-Ukraine war, following which all views from Russia and channels based
in Russia and Belarus were fully demonetized in 2024. There is a risk that
should tariffs or any other economic shocks affect the demand for advertising
opportunities on YouTube, the revenue for the Group would be adversely
affected.
Data Protection and General Data Protection Regulation ("GDPR")
Data protection, driven in Europe by GDPR, is becoming increasingly relevant
in the handling of consumer data. Any failures to follow relevant data
protection rules could result in significant monetary penalties.
Money-laundering and Anti-Corruption Regulations
As the Group has to make payments to its network of creators, it is
responsible for ensuring that all payments made to creators comply with all
money-laundering, anticorruption and sanctions regulations of the
jurisdictions in which it operates. Historically, the Group has outsourced
payments or made them through recognised payment wallet providers, however as
the Group may be required to make direct transfers to creators, the Group
monitors the increased risks associated with these direct payments.
Foreign exchange risk
The Group has employees and contractors based overseas who are paid in foreign
currencies and may enter into contracts priced in foreign currencies. It is
therefore exposed to adverse exchange rate movements which could cause its
costs to increase (relative to its reporting currency) resulting in reduced
profitability for the Group.
Credit Risk
The Group's credit risk is primarily attributable to its cash and cash
equivalents and trade receivables. The credit risk on other classes of
financial assets is considered insignificant.
Liquidity Risk
The Group manages its liquidity risk primarily through the monitoring of
forecasts and actual cash flows.
Organisational Risk
As a small Group, there is a reliance on key staff; the loss of any of these
staff may be detrimental to the Group.
Market and Geopolitical Volatility
The Group monitors general market conditions for their impact on sales cycles
and capital markets. In the current economic environment, rapidly changing
inflation indicators and interest rates affect corporate spending on
technology and on advertising on YouTube and other social channels.
Corporate Governance Statement s172 of the Companies Act
Each director must act in a way that, in good faith, would most likely promote
the success of the Group for the benefit of its stakeholders. A discussion
of s172 is presented in the Statement on Corporate Governance. The Strategic
Report incorporates actions taken by the Group to ensure compliance with s172.
Directors' Report
The Directors present their report on the affairs of SEEEN plc (the "Company")
and its subsidiaries, referred to as the Group, together with the audited
Financial Statements and Independent Auditors' report for the year ended 31
December 2024.
Principal Activities
The Group is a global media and technology platform whose mission is to
leverage its AI and machine learning technology to more efficiently momentize
video and to license such capabilities to brands, creators and publishers to
enable discovery, sharing and e-commerce.
Results
The financial performance for the year for each of the Group and the Company,
including the Group's Statement of Comprehensive Income and each of the
Group's and the Company's financial position at the end of the year, is shown
in the Financial Statements.
Future Developments
The Company has chosen in accordance with section 414C(11) of the Companies
Act 2006 to include the disclosure of likely future developments in each of
the Chairman's Report and the CEO's Report.
Going Concern
The Directors have prepared a business plan and cash flow forecast for the
period to December 2026. The forecast contains certain assumptions about the
level of future sales and the level of margins achievable. These assumptions
are the Directors' best estimate of the future development of the business.
Cash at 31 December 2024 was $1.0 million and since that time the Group has
issued shares worth more than $0.8 million further strengthening the Group's
cash position. The Directors have considered a range of scenarios, ranging
from trading in line with trends in the Group's revenues and profitability in
the period during the last 18 months to scenarios where the Group wins no new
customers and suffers from inflationary pressures. Under all these scenarios,
the Group has sufficient cash resources for an extended period from the date
of these accounts. Accordingly, the Directors have concluded that it is
appropriate to continue to adopt the going concern basis in preparing these
financial statements.
Dividends
The Directors do not recommend the payment of a dividend (2023: nil).
Share Price
On 31 December 2024, the closing market price of SEEEN plc ordinary shares was
4.00 pence. The highest and lowest prices of these shares during the year to
31 December 2024 were 6.13 pence and 2.6 pence respectively.
Capital Structure
Details of the authorised and issued share capital are shown in Note 16. No
person has any special rights of control over the Company's share capital and
all issued shares are fully paid.
Treasury Operations & Financial Instruments
The Group operates a centralised treasury function which is responsible for
managing liquidity, interest and foreign currency risks associated with the
Group's activities.
The Group's principal financial instrument is cash, the main purpose of which
is to fund the Group's operations.
The Group has various other financial assets and liabilities such as trade
receivables and trade payables naturally arising through its operations.
The Group's exposure and approach to capital and financial risk, and approach
to managing these is set out in note 19 to the consolidated financial
statements.
Subsequent Events
Since 31 December 2024, the Group has completed a subscription of new ordinary
shares at 4 pence each to raise £78,500. These shares were admitted on 31
January 2025.
On 18 February 2025, the Group announced that it had entered into a contract
with a publishing house to manage their video and asset content library on
YouTube, utilising both the Group's CSP and technology offerings with the
potential to be worth up to $3.5 million per year in revenues as milestones
are met.
On 28 May 2025, the Group also announced that warrants were exercised and new
ordinary shares subscribed for, raising approximately £740,000 from the issue
of new ordinary shares in the Company to warrantholders from the fundraising
completed in June 2024.
Directors
The Directors who served the Company during the year and up to the date of
this report were as follows:
Executive Directors
Adrian Hargrave
Non-Executive Directors
Patrick DeSouza
David Anton
Mark Williams
Michael Zigman (appointed 12 November 2024)
Akiko Mikumo (resigned 1 February 2024)
Directors' Indemnity
The Company's Articles of Association provide, subject to the provisions of UK
legislation, an indemnity for Directors and officers of the Company in respect
of liabilities they may incur in the discharge of their duties or in the
exercise of their powers, including any liabilities relating to the defence of
any proceedings brought against them which relate to anything done or omitted,
or alleged to have been done or omitted, by them as officers or employees of
the Company. Appropriate directors' and officers' liability insurance cover is
in place in respect of all the Directors.
Directors' Conflicts of Interest
In the event that a Director becomes aware that they, or their connected
parties, have an interest in an existing or proposed transaction involving the
Group, they will notify the Board in writing or at the next Board meeting.
Political Donations
The Group did not make any political donations during the year to 31 December
2024 (2023: £Nil).
Directors' emoluments
12 months to 31 December 2024 Salary, Fees & Bonus Benefits* Total
$ $ $
Executive Directors
A Hargrave*** 170,644 9,571 180,215
Non-Executive Directors
P DeSouza* 50,000 - 50,000
D Anton* 50,000 - 50,000
M Williams** 50,000 - 50,000
M Zigman * 6,250 - 6,250
326,894 9,571 336,465
* These directors applied all of their fees towards subscription for new
ordinary shares at the time of the Company's June 2024 fundraising.
** Mark Williams applied $17,500 of his compensation towards subscription for
new ordinary shares at the time of the Company's June 2024 fundraising, with
the remainder paid in cash.
*** The Company contributed $2,040 to Adrian Hargrave's pension and did not
make any contributions to a pension scheme in relation to the other directors
in the 12 months to 31 December 2024.
The directors did not receive any other emoluments, compensation or cash or
non-cash benefits in relation to the 12 months to 31 December 2024 other than
that disclosed above.
12 months to 31 December 2023 Salary, Fees & Bonus in Cash Benefits Total
$ $ $
Executive Directors
A Hargrave* 161,629 8,321 169,950
Non-Executive Directors
P DeSouza 30,000 - 30,000
D Anton 30,000 - 30,000
M Williams 34,812 - 34,812
241,441 8,321 249,762
* The Company contributed $2,235 to Adrian Hargrave's pension and did not make
any contributions to a pension scheme in relation to the other directors in
the 12 months to 31 December 2023.
Directors' interests
The Directors who held office at 31 December 2024 and subsequent to year end
had the following direct interest in the ordinary shares of the Company at 31
December 2024 and at the date of this report:
Number of shares at 31 December 2024 % held at 31 December 2024 Number of shares at 10 September 2025 % held at 10 September 2025
P DeSouza 7,426,165 6.1% 7,426,165 5.4%
A Hargrave 2,295,265 1.9% 2,295,265 1.7%
D Anton 1,333,333 1.1% 1,333,333 1.0%
M Williams 333,333 0.3% 333,333 0.2%
M Zigman 1,166,666 0.9% 1,166,666 0.8%
In addition to the above, the following directors have options over the
following shares
Name Options Exercise Price Exercise Period
Adrian Hargrave 273,749 45p 31/09/2020 - 31/09/2029
Adrian Hargrave 50,000 60p 04/03/2022 - 04/03/2031
Adrian Hargrave 250,000 65p 04/03/2022 - 04/03/2031
Patrick DeSouza 600,000 60p 04/03/2022 - 04/03/2031
David Anton 152,083 45p 31/09/2020 - 31/09/2029
David Anton 200,000 60p 04/03/2022 - 04/03/2031
Substantial Shareholders
As well as the Directors' interests reported above, the following interests of
3.0% and above as at the date of this report were as follows:
Number of shares % held
Gresham House Asset Management Limited 17,945,169 12.9%
Water Intelligence plc 5,938,366 4.3%
Scott Schlichter 5,870,406 4.3%
Paul Hodges 4,200,000 3.0%
John Gunn 14,553,274 11.1%
Dowgate Capital Limited 9,811,633 7.9%
Employees
The Group has established employment policies which are compliant with current
legislation and codes of practice. The Group is an equal opportunities
employer.
Independent Auditors
HaysMac LLP has expressed their willingness to continue in office. In
accordance with section 489 of the Companies Act 2006, resolutions for their
re-appointment and to authorise the Directors to determine the Independent
Auditors' remuneration will be proposed at the forthcoming Annual General
Meeting.
Statement of disclosure to the Independent Auditor
Each of the persons who are directors at the time when this Directors' report
is approved has confirmed that:
· so far as that director is aware, there is no relevant audit
information of which the Company and the Group's auditor is unaware; and
· that director has taken all the steps that ought to have been taken
as a director in order to be aware of any relevant audit information and to
establish that the Company and the Group's auditor is aware of that
information.
Corporate Governance
As a Board, we believe that practicing good Corporate Governance is essential
for building a successful and sustainable business in the long-term interests
of all stakeholders. SEEEN's shares are listed on AIM, a market operated by
the London Stock Exchange.
SEEEN has adopted the QCA Corporate Governance Code. The Company has adopted a
share dealing code for the Board and employees of the Company which is in
conformity with the requirements of Rule 21 of the AIM Rules for Companies.
The Company takes steps to ensure compliance by the Board and applicable
employees with the terms of such code.
This section outlines the structures, processes and procedures by which the
Board ensures that high standards of corporate governance are maintained
throughout the Group.
Further details can be found on our website at seeen.com.
Takeovers and Mergers
The Company is subject to The City Code on Takeovers and Mergers.
Board
The Board, chaired by Dr. Patrick DeSouza, comprises one executive and three
non-executive directors and it oversees and implements the Company's corporate
governance programme. As Chairman, Dr. DeSouza is responsible for the
Company's approach to corporate governance and the application of the
principles of the QCA Code. David Anton, Mark Williams and Michael Zigman are
the Company's independent directors. The Board is supported by three
committees: Audit, Remuneration and Nominations. The Audit and Remuneration
Committees are the principal committees for Corporate Governance.
Each Board member commits sufficient time to fulfill their duties and
obligations to the Board and the Company. They are required to attend at least
4 Board meetings annually and join Board calls that take place between formal
meetings and offer availability for consultation when needed.
Board papers are sent out to all directors in advance of each Board meeting
including management accounts and accompanying reports from those responsible.
Meetings held during the year to 31 December 2024 and the attendance of
directors is summarised below.
Board meetings Audit committee Remuneration committee
Possible (attended) Possible (attended) Possible (attended)
Adrian Hargrave 8/8
Patrick DeSouza 8/8 2/2 1/1
David Anton 8/8 2/2 1/1
Mark Williams 8/8 1/1
Michael Zigman 1/1
Board Committees
The Board has established an Audit Committee, Remuneration Committee and
Nominations Committee with delegated duties and responsibilities.
(a) Audit Committee
The Audit Committee has the primary responsibility for monitoring the quality
of internal control, ensuring that the financial performance of the Company is
properly measured and reported on and for reviewing reports from the Company's
auditors. The Audit Committee will meet at least twice a year at appropriate
times in the reporting and audit cycle and otherwise when required. The Audit
Committee will also meet with the Company's auditors at least once a year.
The Audit Committee is chaired by Patrick DeSouza and comprises of himself,
David Anton and Michael Zigman.
(b) Remuneration Committee
The Remuneration Committee is responsible for the review and recommendation of
the scale and structure of remuneration for executive directors and other
designated senior management, taking into account all factors which it deems
necessary. The Remuneration Committee considers all aspects of the executive
directors' remuneration including pensions, benefits and share option awards.
No director will be involved in any decision as to his or her own
remuneration. The Remuneration Committee will meet at least twice a year and
otherwise when required. In exercising this role, the Directors shall have
regard to the recommendations put forward in the QCA Corporate Governance Code
and, where appropriate, the QCA Remuneration Committee Guide and associated
guidance.
The Remuneration Committee is chaired by David Anton and comprises himself,
Patrick DeSouza and Mark Williams.
(c) Nominations and Strategy Committee
Given the size of the Group, it is considered appropriate that all members of
the Board sit on the Nominations and Strategy Committees. As such, whenever
matters arise that would be appropriate for such committees, these will be
considered at Board meetings.
Board Experience
All members of the board bring complementary skill sets to the Board. The
board believes that its blend of relevant experience, skills and personal
qualities and capabilities is sufficient to enable it to successfully execute
its strategy. In addition, the Board receives regular updates from, amongst
others, its nominated adviser, legal counsel and company secretary in relation
to key rule changes and corporate governance requirements, as well as regular
liaison with audit firms both in the UK and the US in respect of key
disclosure and accounting requirements for the group, especially as accounting
standards evolve. In addition, each new director appointment is required to
receive AIM rule training from the Company's nominated adviser at the time of
their appointment.
Patrick J. DeSouza, Chairman
Term of office: Appointed 30 September 2019.
Since 2010 Dr. DeSouza has been the Executive Chairman of Water Intelligence
plc, a rapidly growing AIM quoted business focusing on technology
transformation of the water industry. He has 25 years of operating and
financial advisory leadership experience with both public and private
companies in media and technology and asset management industries. Over the
last 15 years, Dr. DeSouza has also invested in and incubated technology
companies centered at Yale University. Dr. DeSouza has served at the White
House on the National Security Council. He is a graduate of Columbia
College, Yale Law School and Stanford Graduate School. He is a member of the
Council on Foreign Relations.
David Anton, Independent Non-Executive Director
Term of office: Appointed 30 September 2019.
David is Chief Executive Officer of Anton & Partners, a leading
advertising, branding, and marketing communication company with a 20-year
track record of creating impact for some of the world's most notable brands in
fashion, lifestyle, financial and automotive sectors. David is a serial
entrepreneur and has founded various successful companies. He is an investor
in and advisor to Village Roadshow Productions, leading movie production
company. David has advised, co-founded and invested in multiple companies such
as Tori Burch, Roqu Media International, Village Roadshow and Spotify among
others. He is a graduate of Columbia College.
Mark Williams, Independent Non-Executive Director
Term of office: Appointed 18 May 2023.
Mark brings particular expertise in working with technology companies in
shaping and executing their Go-To-Market and Commercial strategy. His
experience builds on the Company's fundraising in December 2022 to invest in
its sales acceleration across all customer types. Mark started his executive
sales career at Lucent Technologies and subsequently moved to Adobe. More
recently, he has held a variety of interim and advisory sales and commercial
roles at Aurora Commerce, LucidCX, eCommera, Acuity Risk Management and
Countercept. Since 2006, Mark has been a director of Sales Strategies Limited,
which is a consultancy that provides advisory and delivery of business growth
solutions for early-stage technology companies. Mark holds a diploma in
company direction from the Institute of Directors and has prior AIM company
experience as an interim non-board Commercial Director of Imaginatik plc.
Michael Zigman, Independent Non-Executive Director
Term of office: Appointed 12 November 2024.
Michael is currently CEO of NYC FIRST, an educational non-profit that promotes
Science, Technology, Engineering, and Mathematics (STEM) learning including
artificial intelligence and robotics. Michael has spent over 25 years
operating, scaling and advising technology companies. Prior to NYC FIRST,
Michael was a managing director at Soundview Technology Group and WR Hambrecht
& Co., both technology-focused U.S. investment banks. He is a graduate of
Dartmouth College. The Board believes that Mr. Zigman's experience in
education and technology will be synergistic both in advancing SEEEN's
customer use cases for training (short-form "How To" videos) and in financial
advisory matters that support SEEEN's growth plan. He is a graduate of
Dartmouth College.
Adrian Hargrave, Chief Executive Officer
Term of office: Appointed 4 March 2021 (CEO since 11 July 2022).
Adrian became CEO in July 2022, having been the Group's CFO since admission to
AIM. Prior to becoming CEO, Adrian had already led sales to the Group's
largest customers. Prior to joining SEEEN, Adrian was a Corporate Development
Director at Water Intelligence plc. Adrian started his career in investment
banking and stockbroking, having worked at Citigroup, Deloitte, Cenkos and
finnCap. He is a graduate of Cambridge University.
The Directors have access to the Company Secretary, NOMAD, lawyers and
auditors as and when required and are able to obtain advice from other
external bodies when necessary.
Board Performance and Effectiveness
The performance and effectiveness of the Board, its committees and individual
Directors is reviewed by the Chairman and the Board on an ongoing basis.
Training is available should a Director request it, or if the Chairman feels
it is necessary. The performance of the Board is measured by the Chairman with
reference to the Company's achievement of its strategic goals.
Risk Management
The Directors recognise their responsibility for the Group's system of
internal control and have established systems to ensure that an appropriate
and reasonable level of oversight and control is provided. The Group's systems
of internal control are designed to help the Group meet its business
objectives by appropriately managing, rather than eliminating, the risks to
those objectives. The controls can only provide reasonable, not absolute,
assurance against material misstatement or loss.
The risk register for the Group identifies key risks in the areas of corporate
strategy, financial, clients, staff, environmental and the investment
community. The Audit Committee is provided with a copy of the register. The
register is reviewed periodically and is updated as and when necessary.
Within the scope of the annual audit, specific financial risks are also
evaluated in detail, including in relation to foreign currency, interest
rates, debt covenants, taxation and liquidity.
The annual budget is reviewed and approved by the Board. Financial results,
with comparisons to budget and latest forecasts are reported on a monthly
basis to the Board together with a report on operational achievements,
objectives and issues encountered. Significant variances from plan are
discussed at Board meetings and actions set in place to address them.
Approval levels for authorisation of expenditure are at set levels throughout
the management structure with any expenditure in excess of pre-defined levels
requiring approval from the Non-Executive Chairman, and the Chief Executive
Officer.
Measures continue to be taken to review and embed internal controls and risk
management procedures into the business processes of the organisation and to
deal with areas of improvement which come to the management's and the Board's
attention. We expect the internal controls for the business to change as the
business expands both geographically and in terms of product development.
The Company's auditors are encouraged to raise comments on internal control in
their management letter following their audit, and the points raised and
actions arising are monitored by the Audit Committee.
Corporate Culture
The Group aims to operate ethically and be socially responsible in its
actions. Importantly, the Board recognises that the Group's employees are its
most important asset.
The Group is committed to achieving equal opportunities and to complying with
relevant anti-discrimination legislation. It is established Group policy to
offer employees and job applicants the opportunity to benefit from fair
employment, without regard to their sex, sexual orientation, marital status,
race, religion or belief, age or disability. Employees are encouraged to train
and develop their careers.
The Group has continued its policy of informing all employees of matters of
concern to them as employees, both in their immediate work situation and in
the wider context of the Group's well-being.
In addition, all directors and senior employees are required to abide by the
Group's share dealing code, which was updated at the time of admission to AIM.
Audit Committee Annual Review
he role of the Audit Committee is to monitor the quality of internal controls
and check that the financial performance of the Group is properly assessed and
reported on. It receives and reviews both internal reports and those from the
external auditors relating to the interim and annual accounts and the
accounting and internal control systems in use throughout the Group. The
members of the Audit Committee for these meetings were Patrick DeSouza, David
Anton and Michael Zigman.
The CEO is invited to attend parts of meetings. The external auditors attend
meetings to discuss the conclusions of their work and meet with the members of
the Committee. The Committee is able to call for information from management
and consults with the external auditors directly as required.
The objectivity and independence of the external auditors is safeguarded by
reviewing the auditors' formal declarations, monitoring relationships between
key audit staff and the Company and tracking the level of non-audit fees
payable to the auditors.
The Audit Committee met twice in 2024 to review the annual accounts and the
interim accounts. The Committee will review with the independent auditor its
judgements as to the acceptability of the Company's accounting principles.
In addition, the Committee monitors the auditor firm's independence from
Company management and the Company.
Remuneration Committee Annual Review
The Remuneration Committee met once in 2024. The Committee currently comprises
all of the Non-Executive Directors, with Patrick DeSouza as Chairman. The
Remuneration Committee is responsible for reviewing the performance of
Executive Directors and determining the remuneration and basis of service
agreement. The Remuneration Committee also determines the payment of any
bonuses to Executive Directors and the grant of options. No Director plays a
part in any discussion regarding his or her own remuneration.
Relations with Shareholders
The Company is available to hold meetings with its shareholders to discuss
objectives and to keep them updated on the Company's strategy, Board
membership and management.
The board also welcome shareholders' enquiries, which may be sent via the
Company's website seeen.com (http://www.entertainmentai.co.uk) .
Corporate Governance Statement s172 of the Companies Act
Each director must act in a way that, in good faith, would most likely promote
the success of the Group for the benefit of its stakeholders. The board of
directors consider, both individually and together, that they have acted in
the way they consider, in good faith, would be most likely to promote the
success of the company for the benefit of its members as a whole (having
regard to the stakeholders and matters indicated in S172) in the decisions
taken during the year ended 31 December 2024. Following is an overview of how
the Board performed its duties during 2024.
Shareholders
The Chairman, Chief Executive Officer and members of the Board have regular
contact with major shareholders. The Board receives regular updates on the
views of shareholders which are taken into account when the Board makes its
decisions. In particular, the Company met with its largest shareholders to
report on progress at the time of publication of its annual audited results
and its interim unaudited results. The Company received feedback during that
process, as well as subsequent meetings and calls alongside trading updates
issued by the Group.
Employees
The Group encourages an environment of openness and debate and welcomes all
feedback from within.
The Board communicates with senior management and employees. The Group also
operates regular internal Company-wide meetings via video conference calls,
which staff can access as required and is a source of both discussion and
sharing information relevant to employees. Details of the Group's performance
are shared with all employees at appropriate times using these methods.
The Group expects a high standard from its staff and provides training to
achieve this. Where possible, as new roles in the organisation arise, the
Group aims to promote from within.
Customers and Partners
The Group has a different set of customers and partners for its various
products and services. YouTube is the Group's primary customer for its CSP,
as it receives videos from the Group and its channel partners against which it
generates advertising revenue. In addition, the Group has direct customer
relationships for both technology products and its Managed Video Optimisation
Services where customers pay a monthly fee to the Group, which is often
structured as a fixed component and a variable fee for performance. All
customers and channel partners are treated with professionalism and the Group
aims to work with all such stakeholders in developing its product roadmap
further.
Community
The Group is aware that the dissemination of video carries with it social
responsibility to the broader community. Board and management are committed to
the highest levels of professionalism in the aggregation and dissemination of
video content and to ensure compliance with relevant data protection and
compliance regulations.
Statement of Directors' Responsibilities
Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with the Companies Act 2006 and for being
satisfied that the Financial Statements give a true and fair view. The
Directors are also responsible for preparing the Financial Statements in
accordance with UK adopted International Accounting Standards.
Company law requires the Directors to prepare Financial Statements for each
financial period which give a true and fair view of the state of affairs of
the Company and the Group and of the profit or loss of the Company and the
Group for that period. In preparing those Financial Statements, the Directors
are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the Financial
Statements; and
· prepare the Financial Statements on the going concern basis unless
it is inappropriate to presume that the Company and the Group will continue in
business.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements. The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain the
Company's transactions, disclose with reasonable accuracy at any time the
financial position of the Company and the Group, and to enable them to ensure
that the Financial Statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and Financial
Statements are made available on a website. Financial Statements are published
on the Group's website (seeen.com (http://www.entertainmentai.co.uk) ) in
accordance with legislation in the United Kingdom governing the preparation
and dissemination of Financial Statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the Group's website is
the responsibility of the Directors - the work carried out by the auditors
does not involve the consideration of these matters and, accordingly, and the
auditors accept no responsibly for any changes that may have occurred in the
accounts since they were initially presented on the website. The Directors'
responsibility also extends to the ongoing integrity of the Financial
Statements contained therein.
Independent Auditors' report to the members of SEEEN plc
Opinion
We have audited the financial statements of SEEEN Plc (the 'parent company')
and its subsidiaries (the 'group') for the year ended 31 December 2024 which
comprise Consolidated Statement of Comprehensive Income, Consolidated
Statement of Financial Position, Consolidated Statement of Changes in Equity,
Consolidated Statment of Cashflows, Company Statement of Financial Position,
Company Statement of Changes in Equity and notes to the financial statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the group's and of the parent
company's affairs as at 31 December 2024 and of the group's loss for the year
then ended;
• have been properly prepared in accordance with UK adopted international
accounting standards; and
• have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
An overview of the scope of our audit
Our audit scope covered all the Group's component, with the scope of the audit
testing based on the significance of each component to the Group. We
determined the Group to be made up of two significant components, the Company
was subject to a full statutory audit whilst GTChannel Inc ("GTC") whilst not
requiring a full statutory audit had full scope audit testing carried out. We
identified two specific scope components, Entertainment AI Inc ("EAI") and
Tagasauris Inc ("TAG") which required specific scope testing on balances. It
was performed to the materiality levels set out below, with component
materiality levels adopted for the relevant subsidiary entities.
We communicated with both the Directors and the Audit Committee our planned
audit work via our audit planning report and relevant discussion at the audit
planning meeting.
We communicated audit progress with the Audit Committee through interim audit
progress meetings. We have communicated any issues to the Audit Committee and
the Directors in our final audit findings report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Carrying value of other intangible assets (note 10) Our audit procedures consisted of, but were not limited to the following:
The carrying value of other intangible assets as at 31 December 2024 totalled - We reviewed managements impairment in conjunction with the
$1.45 million (December 2023: $2.17 million). There is a risk that this stipulations of IAS 36 to determine whether an impairment of intangible assets
balance is materially overstated. was required
Management have performed impairment assessments for capitalised development - We obtained managements forecasts, namely the value in use
costs in accordance with IAS 36 "Impairment of Assets". Management performed calculation prepared for the purposes of an IAS 36 assessment and assessed the
an impairment assessment using "Value in Use" calculation. The calculation reasonableness of the judgements and estimates included within this forecast
consists of a discounted cashflow model applicable to each intangible asset as
far as they can be separately identified as generating independent cashflows. - We reviewed post year end actual performance against the budgets
used to prepare the value in use calculation to determine whether the growth
rates and forecasted revenue and costs were appropriate
When assessing the carrying value of intangible assets (relating to internal - We assessed the forecasts prepared to ensure the period over which
development costs) management makes judgements and estimate regarding the the impairment assessment was carried out was appropriate with reference to
future expected performance of the business directly correlated to the both the underlying asset and the stipulations of IAS 36
intangible assets that have been capitalised.
- We ensured that the cashflows were appropriately allocated to each
The key judgement and estimates include the forecasted revenue growth CGU, ensuring that the forecasted financial performance was linked to the
attributable to the intangible assets, the costs to complete and the intangible assets that were subject to an impairment review
appropriate period over which these assets should be assessed for impairment
alongside the application of an appropriate discount rate. - We challenged the discount rate applied to the value in use
calculations to ensure that the rate applied was reasonable. We performed this
check utilising our internal valuation experts.
The key judgements and estimates are highlighted in note 10 of the financial - We performed sensitivity analysis and reviewed the sensitivity
statements, the key judgements being expected revenue growth via the analysis completed by management to assess which assumptions had the most
onboarding of new customers. impact on the cashflow forecasts, challenging the inputs identified as the
most impactful and agreeing these where appropriate to supporting
documentation or post year end performance
Management impairment reviews are areas that carry risks of error or fraud due - We reviewed the disclosures made in the accounts regarding the
to the degree of estimation uncertainty included in forecasting and impairment assessments undertaken by management.
discounting future cashflows due to the assumptions made in relation to future
demand, growth assumptions and the discount rate applied. The impact of this
is the recoverable amount of capitalised development costs carries a higher
degree of estimation uncertainty and a potential range of reasonable outcomes
greater than materiality for the financial statements.
Capitalisation of intangible assets (internal development costs - see note 10) Our audit procedures consisted of but were not limited to the following:
The capitalisation of development costs has been identified as a significant
risk area regarding misstatement as a result of fraud or error. There is a
risk, that additions have been erroneously capitalised which would lead to an - Obtaining managements listing of intangible asset additions
overstatement of the carrying value of the intangible assets as at 31 December alongside the justification for these additions meeting development costs in
2024. line with the criteria of IAS 38
- Assessing the development of underlying assets to determine whether
the work completed in the year was appropriately capitalised on the basis that
Additions in the period of $347k have been recorded (Dec 2023: $800k). these costs were either improving or creating new intangible assets
Management capitalises costs where time incurred on internally generated
assets are deemed to meet the criteria of IAS 38 "Intangible Assets". - Reviewing the appropriateness of the costs determined to meet the
development criteria of IAS 38 as well as any estimates on staff time
capitalised during the year. We challenged management as to whether the
additions in the year were appropriate and clearly linked to the development
This capitalisation process requires management estimation and judgement. of the underlying assets
There is a risk that these judgements and estimates made are not appropriate
and that costs have been incorrectly capitalised in accordance with IAS 38. - We selected a sample of the additions in the year and validated
these to appropriate supporting documentation
- Obtaining, where appropriate supporting documentation to support the
underlying information that formed part of the in year calculation of
capitalised development costs additions
Carrying value of investments and intercompany receivables - Parent Company Our audit procedures consisted of, but were not limited to the following:
(see note 11)
- We obtained managements forecasts and assessed the reasonableness of
The carrying value of investment in subsidiaries (including loans designated the judgements and estimates included within this forecast
as investments) in the parent company financial statements as at 31 December
2024 was $1.18 million (Dec 2023: $2.37 million). There is a risk that these - We reviewed post year end actual performance against the budgets
balances are materially overstated. used to prepare the value in use calculation to determine whether the growth
rates and forecasted revenue and costs were appropriate
- We assessed the forecasts prepared to ensure the period over which
These balances are recoverable, should the forecasted performance of the the impairment assessment was carried out was appropriate and any assumptions
entities from which these balances are due be successful. applied to long term forecasting were reasonable and not overly optimistic
- We ensured that the cashflows were appropriately allocated to the
entity from which the intercompany loan was due, ensuring that the forecasted
Management have assessed these balances for impairment utilising a discounted financial performance was linked to the asset under impairment review
cashflow forecast based on the current business plan which contains judgement
and estimation uncertainty. - We challenged the discount rate applied to the value in use
calculations to ensure that the rate applied was reasonable. We performed this
check utilising our internal valuation experts.
- We performed sensitivity analysis and reviewed the sensitivity
analysis completed by management to assess which assumptions had the most
Management impairment reviews are areas that carry risks of error or fraud due impact on the cashflow forecasts, challenging the inputs identified as the
to the degree of estimation uncertainty included in forecasting and most impactful and agreeing these where appropriate to supporting
discounting future cashflows due to the assumptions made in relation to future documentation or post year end performance
demand, growth assumptions and the discount rate applied. The impact of this
is the recoverable amount of capitalised development costs carries a higher
degree of estimation uncertainty and a potential range of reasonable outcomes
greater than materiality for the financial statements.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the
financial statements. For the purposes of determining whether the financial
statements are free from material misstatement we define materiality as the
magnitude of misstatement that makes it probable that the economic decisions
of a reasonably knowledgeable person, relying on the financial statements,
would be changed, or influenced. We determined overall materiality for the
Group financial statements as a whole to be US$129,000 being 7.5% of group's
pre-tax loss for the year. We considered it appropriate to determine our
materiality based on pre-tax loss as SEEEN the group is loss making, therefore
this key metrics for the users of the financial statements. For the company,
we have determined materiality to be US$78,000 which is based on 7.5% of the
company's pre-tax loss for the year, for the same reasons as detailed above.
We apply a different level of materiality, performance materiality, to
determine the extent of our testing and this was set at 65% of the overall
financial statements' materiality.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the Directors' assessment of the Group's ability to continue
to adopt the going concern basis of accounting included consideration of the
inherent risks to the Group's business model and analysed how those risks
might affect the Group's financial resources or ability to continue operations
over the period 12 months from the date of the signing of the financial
statements.
The risks that we considered most likely to affect the Group's financial
resources or ability to continue operations over this period were adverse
circumstances impacting the underlying profitability of the trading
subsidiaries.
We considered these risks through a review of the application of reasonably
foreseeable downside scenarios that could arise with reference to the level of
available financial resources indicated by the Group's financial forecasts and
management's assessment of these risks, including potential mitigations
available.
Our audit procedures to evaluate the Director's assessment of the Group and
the Company's ability to continue to adopt the going concern basis of
accounting included:
- Undertaking an initial assessment at the planning stage of the
audit to identify events or conditions that may cast significant doubt on the
Group and the Company's ability to continue as a going concern;
- Evaluating the methodology used by the Directors to assess the
Group and the Company's ability to continue as a going concern;
- Reviewing the Directors' going concern assessment and evaluating
the key assumptions used and judgements applied;
- Reviewing the sensitivities performed by management to
understand any going concern implications;
- Performing our own review of the liquidity headroom and applying
sensitivities to the base trading and cashflow forecast assessments of the
Directors to ensure there was sufficient headroom to adopt the going concern
basis of accounting;
- Reviewing and confirming the receipt of post year end cash
amounts for the issue of shares to the Group bank statements;
- Reviewing the bank statements against the going concern cashflow
forecast as at the date of this report;
- A review of post year end actuals compared to forecasts prepared
by the directors to note whether there was any adverse trading or change in
underlying performance of the trading subsidiaries within the group that would
impact the going concern assessment;
- Assessing the reasonableness of growth assumptions included
within the going concern assessment prepared by the directors by comparing
actual performance to forecasts to assist us in determining whether these
growth assumptions are reasonable; and
- Reviewing and assessing the appropriateness of the Directors'
disclosures regarding going concern in the financial statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue;
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
• the parent company financial statements are not in agreement with the
accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not
made; or
• we have not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the Group and industry, we identified that the
principal risks of non-compliance with laws and regulations related to
regulatory requirements for the Group and trade regulations, and we considered
the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such as the
Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to posting
inappropriate journal entries to revenue and management bias in accounting
estimates. Audit procedures performed by the engagement team included:
§ Inspecting correspondence with regulators and tax authorities;
§ Discussions with management including consideration of known or suspected
instances of non-compliance with laws and regulation and fraud;
§ Evaluating management's controls designed to prevent and detect
irregularities;
§ Identifying and testing accounting journal entries, in particular those
journal entries which exhibited the characteristics we had identified as
possible indicators of irregularities;
§ Detailed testing of revenue recorded during the year, and the recognition
of revenue as well as detailed testing performed on the development costs
capitalised during the year; and
§ Challenging assumptions and judgements made by management in their critical
accounting estimates
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an Auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Consolidated Statement of Comprehensive Income
Year ended 31 December Year ended 31 December 2023
2024
Restated
Notes $ $
Revenue 3,040,908 2,051,384
Cost of sales (2,397,428) (1,571,054)
Gross profit 643,480 480,330
Administrative expenses
- Share-based payments 6 (134,967) (109,924)
- Amortisation and impairment of intangibles 10 (1,023,480) (2,416,146)
- Impairment of goodwill 10 - (2,090,132)
- Other administrative costs 4 (1,908,200) (1,158,101)
Total administrative expenses (3,066,647) (5,774,303)
Operating Loss (2,423,167) (5,293,973)
Finance income / (cost) 7 (2,113) 5,728
Loss before tax (2,425,280) (5,288,245)
Taxation 8 - 129,584
Loss after tax (2,425,280) (5,158,661)
Other Comprehensive Income
Items that will not be reclassified to profit and loss
Exchange differences arising on translation of foreign operations (69,910) 9,760
Total comprehensive loss for the year (2,495,190) (5,148,901)
Loss per share attributable to equity holders of Parent Cents Cents
Basic 9 (2.25) (5.51)
Diluted 9 (2.25) (5.51)
Consolidated Statement of Financial Position
31 December 2024 31 December 2023 31 December 2022
Restated Restated
Notes $ $ $
ASSETS
Non-current assets
Goodwill - - 2,090,132
Intangible assets 10 1,450,955 2,127,433 3,742,927
Trade and other receivables 1,800 1,800 1,800
1,452,755 2,129,233 5,834,859
Current assets
Trade and other receivables 12 868,975 947,132 2,905,576
Cash and cash equivalents 13 1,003,014 1,060,864 1,236,664
1,871,989 2,007,996 4,142,240
TOTAL ASSETS 3,324,744 4,137,229 9,977,099
EQUITY AND LIABILITIES
Equity attributable to holders of the parent
Share capital 16 7,488,325 7,454,052 7,454,052
Share premium 16 10,880,118 10,180,736 10,180,736
Merger relief reserve 8,989,501 8,989,501 8,989,501
Share based payment reserve 239,517 185,220 75,296
Convertible loan note reserve 17 198,337 - -
Foreign exchange reserve 387,255 457,165 447,405
Retained earnings (26,748,550) (24,323,270) (19,164,609)
Total Shareholders' Equity 1,434,503 2,943,404 7,982,381
Non-current liabilities
Deferred tax liability 15 17,408 17,408 146,992
Convertible Loan Note 18 178,090 - -
Option liability 18 22,936 76,139 101,258
218,434 93,547 248,250
Current liabilities
Trade and other payables 14 1,671,807 1,100,278 1,746,468
1,671,807 1,100,278 1,746,468
TOTAL EQUITY AND LIABILITIES 3,324,744 4,136,947 9,977,099
Company Statement of Financial Position
Notes
31 December 31 December 31 December
2024 2023 2022
Restated Restated
$ $ $
ASSETS
Non-current assets
Investment in Subsidiaries 11 1,077,090 2,373,722 4,981,583
1,077,090 2,373,722 4,981,583
Current assets
Trade and other receivables 12 944,753 188,030 4,803,999
Cash and cash equivalents 13 566,068 898,468 853,317
1,510,821 1,086,498 5,657,316
TOTAL ASSETS 2,587,911 3,460,220 10,638,899
EQUITY AND LIABILITIES
Share capital 16 7,488,325 7,454,052 7,454,052
Share premium 16 10,880,118 10,180,736 10,180,736
Merger reserve 8,989,501 8,989,501 8,989,501
Share based payment reserve 237,737 185,220 75,296
Convertible loan note reserve 17 198,337 - -
Foreign exchange reserve 410,901 457,165 110,123
Retained earnings (26,247,281) (24,056,464) (16,970,672)
Total Shareholders' Equity 1,957,638 3,210,210 9,839,034
Non-Current liabilities
Convertible Loan Note 18 178,090 - -
Option Liability 18 22,936 76,139 101,258
201,026 76,139 101,258
Current liabilities
Trade and other payables 14 429,247 173,871 698,607
429,247 173,871 799,865
TOTAL EQUITY AND LIABILITIES 2,587,911 3,460,220 10,638,899
Consolidated Statement of Cash Flows
Year ended 31 December 2024 $ Year ended 31 December 2023
restated $
Cash flows from operating activities
Loss before tax (2,425,280) (5,288,245)
Adjustments for non-cash/non-operating items:
Amortisation and impairment of intangible assets 1,023,480 2,416,146
Impairment of goodwill - 2,090,132
Share based payments and payment in shares 134,967 109,924
Fair value movement on options liability (53,203) (30,903)
Write off of fixed assets 22,959
Interest (income) / expense 2,113 (5,728)
Operating cash flows before movements in working capital (1,294,964) (708,674)
Increase in trade and other receivables 78,157 (134,005)
(Decrease)/increase in trade and other payables 571,529 (646,191)
649,686 (780,196)
Cash used by operations (645,278) (1,488,870)
Income taxes paid - -
Net cash used by operating activities (645,278) (1,488,870)
Cash flows from investing activities
Purchase of intangible assets, net of disposals (373,488) (800,652)
Net cash used in investing activities (373,488) (800,652)
Cash flows from financing activities
Proceeds from issue of shares 686,049 2,092,449
Proceeds from convertible loan note 394,720 -
Interest income/(paid) (2,113) -
Net cash generated from financing activities 1,078,656 2,092,449
Net (decrease) / increase in cash and cash equivalents 59,890 (197,073)
Effect of exchange rates on cash (117,740) 21,273
Cash and cash equivalents at the beginning of year 1,060,864 1,236,664
Cash and cash equivalents at end of year 1,003,014 1,060,864
Notes to the Financial Statements
1 General information
The Group is a global media and technology platform whose mission is to
leverage its AI and machine learning technology to more efficiently momentize
video and to license such capabilities to brands, creators and publishers to
enable discovery, sharing and e-commerce. The Company is a public limited
company domiciled in the United Kingdom and incorporated under registered
number 10621059 in England and Wales. The Company's registered office is 27-28
Eastcastle Street, London W1W 8DH.
The Company is listed on AIM, a market operated by the London Stock Exchange.
These Financial Statements were authorised for issue by the Board of Directors
on 11 September 2025.
2 Material accounting policies
Basis of preparation
These Financial Statements of the Group and Company are prepared on a going
concern basis, under the historical cost convention except for certain
financial instruments which are carried at fair value as specified within the
individual accounting policies.
These financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The Parent Company
financial statements present information about the Company as a separate
entity.
Both the Company and consolidated financial statements have been prepared and
approved by the Directors in accordance with UK adopted International
Accounting Standards ("Adopted IFRSs"). On publishing the Company financial
statements here together with the consolidated financial statements, the
Company is taking advantage of the exemption in s408 of the Companies Act 2006
not to present its individual income statement and statement of comprehensive
income and related notes.
The accounting policies set out below have been applied consistently to all
periods presented in these financial statements.
The Financial Statements are presented in US Dollars ($), rounded to the
nearest dollar.
Going concern
The Directors have prepared a business plan and cash flow forecast for the
period to December 2026. The forecast contains certain assumptions about the
level of future sales and the level of margins achievable. These assumptions
are the Directors' best estimate of the future development of the business.
Cash at 31 December 2024 was $1.0 million and since that time the Group has
issued shares worth more than $0.8 million further strengthening the Group's
cash position. The Directors have considered a range of scenarios, ranging
from trading in line with trends in the Group's revenues and profitability in
the period during the last 18 months to scenarios where the Group wins no new
customers and suffers from inflationary pressures. Under all these scenarios,
the Group has sufficient cash resources for an extended period from the date
of these accounts. Accordingly, the Directors have concluded that it is
appropriate to continue to adopt the going concern basis in preparing these
financial statements.
Basis of consolidation
The accompanying consolidated financial statements of SEEEN plc include its
wholly owned subsidiaries: GT Channel, Inc., Tagasauris Inc., and
Entertainment AI, Inc.
The Consolidated Statement of Comprehensive Income includes the results of all
subsidiary undertakings for the period from the date on which control passes.
Control is achieved where the Company (or one of its subsidiary undertakings)
obtains the power to govern the financial and operating policies of an
investee entity so as to derive benefits from its activities.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Company. The cost of an acquisition is measured as the
fair value of the assets given, equity instruments issued, and liabilities
incurred or assumed at the date of exchange. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective
of the extent of any non-controlling interest. The excess of the cost of
acquisition over the fair value of the Company's share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less
than the fair value of the net assets of the subsidiary acquired, the
difference is recognized directly in the income statement.
All Inter-company transactions and balances and unrealized gains or losses on
transactions between Group companies are eliminated in full.
Revenue recognition
Under IFRS 15, revenue is recognized when a customer obtains control of a good
or a service and thus has the ability to direct the use of and obtain the
benefits from the good or service.
CSP
SEEEN owns 100% of GT Channel, Inc, which operates a Creator Service Provider
("CSP") (formerly multichannel network ("MCN")). The CSP aggregates content
supplied by creators. The CSP then provides such content to YouTube, who is
the customer. YouTube then directs the use of such content to gain the
benefit of digital ad revenue from brands. YouTube takes forty-five per
cent. of the gross amount of digital ad revenue and then pays the CSP. The
Group recognises the payment received from YouTube as revenue, being the net
amount after the deduction of forty-five per cent. of the gross advertising
revenue. YouTube provides the CSP with daily reports on its receipt of revenue
from brands against the CSP's content. Revenue to the CSP is recognized upon
receipt of such reports from YouTube.
The CSP pays the creators who have supplied videos to the CSP and these
payments are recognized as Cost of Sales in the Group's statement of
comprehensive income.
Technology Income
The Group derives revenue from licensing software as a service and bespoke
development work.
For software as a service, under IFRS 15 three distinct performance
obligations have been identified for these contracts.
• Hosted software licenses;
• performance based results;and
• maintenance and support.
Revenue from the provision of the hosted software licence is recognised evenly
over the period in which the licence is hosted by the Group. This policy
reflects the continuous transfer of the service to the customer throughout the
contracted licence period. For renewals of hosted licences, the revenue is
recognised over the period of the contract.
Revenue related to the success of the Group's software products in driving
specific customer targets, such as sales of products or clickthroughs onto
landing pages, is recognised monthly utilizing the Group's analytics tools to
measure the performance of the Group's technology. Customers are invoiced
monthly in relation to these performance based results.
Revenue related to ongoing support and periodic updates is recognised evenly
over the licence period as the Group is unable to predict at inception of the
licence when the support and updates will be required to be provided to the
customer.
For bespoke development work, revenue is recognised on completion of the work
in those contracts where it is considered that control of the work does not
pass until all development work has been completed. Bespoke development work
does not create an asset with an alternative use to the Group and, in those
contracts where the Group does have an enforceable contractual right to
payment for performance completed to date, revenue is recognised over time.
Property, plant and equipment
All property, plant and equipment is stated at cost less accumulated
depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets as follows:
Equipment and displays: 5 to 7 years
Motor vehicles: 5 years
Leasehold improvements: 7 years or lease term, whichever is
shorter
The asset's residual values and economic lives are reviewed, and adjusted if
appropriate, at each reporting date. An asset's carrying amount is written
down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount. Assets that are no longer of
economic use to the business are retired.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within other (losses) or gains in the
income statement.
Goodwill
Goodwill represents the excess of the fair value of the consideration over the
fair values of the identifiable net assets acquired.
Goodwill arising on acquisitions is not subject to amortisation but is subject
to annual impairment testing. Any impairment is recognised immediately in the
Consolidated Statement of Comprehensive Income and not subsequently reversed.
Goodwill created upon the acquisitions of the Group's subsidiaries was fully
impaired in the year ending 31 December 2023.
Other intangible assets
Intangible assets are recorded as separately identifiable assets and amortised
at historical cost less any accumulated amortisation. These assets are
amortised over their definite useful economic lives on the straight-line
method.
Amortisation is computed using the straight-line method over the definite
estimated useful lives of the assets as follows:
Years
Customer
lists
4
Product
development
4
Any amortisation is included within total administrative expenses in the
statement of comprehensive income.
Intangible assets with indefinite useful lives are not amortised, but are
tested for impairment annually, either individually or at the cash-generating
unit level. The assessment of indefinite life is reviewed annually to
determine whether the indefinite life continues to be supportable. If not, the
change in useful life from indefinite to finite is made on a prospective
basis.
The asset's residual values and economic lives are reviewed, and adjusted if
appropriate, at each reporting date. An asset's carrying amount is written
down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within other (losses) or gains in the
Statement of Comprehensive Income.
Research and development
Research expenditure is recognised as an expense when incurred. Costs incurred
on development projects (relating to the design and testing of new or improved
products) are recognised as intangible assets when the following criteria are
fulfilled.
· It is technically feasible to complete the intangible asset so that
it will be available for use or resale;
· Management intends to complete the intangible asset and use or sell
it;
· There is an ability to use or sell the intangible;
· It can be demonstrated how the intangible asset will generate
possible future economic benefits;
· Adequate technical, financial and other resource to complete the
development and to use or sell the intangible asset are available; and
· The expenditure attributable to the intangible asset during its
development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised
as an expense in the period incurred. Development costs previously recognised
as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and are
amortised from the point at which they are ready for use on a straight-line
basis over the asset's estimated useful life.
Segment reporting
The Board considers that whilst the Company operates two cash generating
units, being technology and CSP, there is no segmental reporting required as
the group consider there to be one reportable operating segment. Decisions in
respect of the Group are taken at the Group level as a whole.
Impairment reviews
Assets that are subject to amortisation and depreciation are reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount may not be fully recoverable. Assets that are not subject to
amortisation and depreciation are reviewed on an annual basis at each year end
(including goodwill) and, if there is any indication that an asset may be
impaired, its recoverable amount is estimated. The recoverable amount is the
higher of the fair value less costs to sell and its value in use. Any
impairment loss arising from the review is charged to the Statement of
Comprehensive Income whenever the carrying amount of the asset exceeds its
recoverable amount.
Share based payments
The Group has made share-based payments to certain Directors, employees and
advisers by way of issue of share options. The fair value of these payments is
calculated depending on whether these are cash settled options or not. If they
are cash settled, a liability is calculated upon vesting based on Black
Scholes option pricing model and this liability is assessed on an annual
basis. If the options are equity settled, the options are valued either using
the Black Scholes option pricing model or by reference to the fair value of
any fees or remuneration settled by way of granting of options. The expense is
amortised on a straight-line basis over the period from the date of award to
the first date of exercise, based on the best estimate of the number of shares
that will eventually vest.
Taxation
Income tax expense represents the sum of the current tax and deferred tax
charge for the year.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the Statement of Comprehensive
Income because it excludes items of income or expense that are taxable or
deductible in other periods and it further excludes items that are never
taxable or deductible. The Group's and Company's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the year end.
Deferred tax
Deferred income taxes are provided in full, using the liability method, for
all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the Financial Statements. Deferred
income taxes are determined using tax rates that have been enacted or
substantially enacted and are expected to apply when the related deferred
income tax asset is amortisation or the related deferred income tax liability
is settled.
The principal temporary differences arise from depreciation or amortisation
charged on assets and tax losses carried forward. Deferred tax assets relating
to the carry forward of unused tax losses and are recognised to the extent
that it is probable that future taxable profit will be available against which
the unused tax losses can be utilised. The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent that it is
probable that sufficient taxable profits will be available to allow all or
part of the asset to be recovered.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits held at call with
banks, and other short term highly liquid investments with original maturities
of three months or less.
Foreign currencies
(i) Functional and presentational currency
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which each entity operates ("the
functional currency") which is considered by the Directors to be Pounds
Sterling (£) for the Parent Company and US Dollars ($) for SEEEN, Inc,
GTChannel, Inc and Tagasauris, Inc. The Financial Statements have been
presented in US Dollars which represents the dominant economic environment in
which the Group operates.
The effective exchange rate at 31 December 2024 was £1 = US$1.2521 (31
December 2023 was £1 = US$1.2747). The average exchange rate for the year to
31 December 2024 was £1 = US$1.2640 (2023 was £1 = US$1.2433).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the statement
of comprehensive income.
(iii) Group Companies
The results and financial position of all the Group entities that have a
functional currency different from the presentational currency are translated
into the presentational currency as follows:
(a) assets and liabilities for each statement of financial position
presented are translated at closing rate at the date of the statement;
(b) the income and expenses are translated at average exchange rates
for period where there is no significant fluctuation in rates, otherwise a
more precise rate at a transaction date is used; and
(c) all resulting exchange differences are recognised in other
comprehensive income and accumulated in the foreign exchange reserve.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument.
Loans and receivables
Trade receivables, loans, and other receivables held with the objective to
collect the contractual cash flows are classified as subsequently measured at
amortised cost. These are initially measured at fair value plus transaction
costs. At each period end, there is an assessment of the expected credit loss
in accordance with IFRS 9; with any increase or reduction in the credit loss
provision charged or released to other selling and administrative expenses in
the statement of comprehensive income.
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate.
The Group also recognises lifetime ECLs for trade receivables. The ECLs on
these financial assets are estimated using a provision matrix based on the
Group's historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both
the current as well as the forecast conditions at the reporting date,
including time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL when
there has been a significant increase in credit risk since initial
recognition. However, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to 12‑month ECL.
Financial liabilities
Financial liabilities, including borrowings, are initially measured at fair
value, net of transaction costs and are subsequently measured at amortised
cost using the effective interest method.
Equity instruments
An equity instrument is any instrument with a residual interest in the assets
of the Company after deducting all of its liabilities. Equity instruments
(ordinary shares) are recorded at the proceeds received, net of direct issue
costs.
Convertible Loan Notes
The Company has issued and may in the future issue convertible loan notes,
which are compound financial instruments containing both a liability component
and, in certain cases, an equity component. At initial recognition, the
proceeds received are allocated between these components:
· The liability component, representing the obligation to deliver
cash or another financial asset, is measured at the fair value of a similar
debt instrument without a conversion option and subsequently measured at
amortised cost using the effective interest method.
· The equity component, representing the holder's option to convert
the loan into a fixed number of the Company's equity instruments, is
determined as the residual amount after deducting the fair value of the
liability component from the total proceeds received. This component is
recognised in equity and is not subsequently remeasured.
Where convertible loan notes are structured such that the conversion option
fails to meet the definition of equity (for example, if the number of shares
to be issued varies), the entire instrument is classified as a financial
liability at fair value through profit or loss, with changes in fair value
recognised in the income statement.
Warrants
The Company has issued and may in the future issue warrants, which provide the
holder with the right to purchase the Company's equity instruments at a fixed
price within a specified period.
Where warrants meet the "fixed-for-fixed" criterion (i.e., the Company is
obliged to deliver a fixed number of its own equity instruments in exchange
for a fixed amount of cash or another financial asset), they are classified as
equity instruments. Equity-classified warrants are recognised in equity and
are not subsequently remeasured. Where such warrants are issued together with
shares to incoming investors and no separate consideration is paid for the
warrants, the entire proceeds from the transaction are allocated to share
capital and share premium, and no separate amount is recorded in respect of
the warrants.
Where the settlement terms of the warrants do not meet the definition of
equity (for example, if the exercise price or number of shares to be issued
varies), the warrants are classified as financial liabilities. These are
initially recognised at fair value, with subsequent remeasurement at each
reporting date. Changes in fair value are recognised in the income statement.
Upon exercise of equity-classified warrants, the proceeds received are
credited to share capital and share premium. Expired warrants previously
classified as equity remain within equity.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire.
Critical accounting estimates and judgements
The preparation of Financial Statements in conformity with International
Financial Reporting Standards requires the use of judgements together with
accounting estimates and assumptions that affect the reported amounts of
assets and liabilities and the reported amounts of income and expenses during
the reporting period. Although these judgements and estimates are based on
management's best knowledge of current events and actions, the resulting
accounting treatment estimates will, by definition, seldom equal the related
actual results.
The following are the critical judgements and estimations that the Directors
have made in the process of applying the Company's accounting policies and
that have the most significant effect on the amounts recognised in the
financial statements.
Principal versus Agent Considerations
Management is required to exercise significant judgement in determining
whether the Group acts as principal or agent in certain revenue arrangements,
particularly in relation to its CSP activities. Under IFRS 15, this assessment
requires consideration of whether the Group controls the specified good or
service before it is transferred to the customer, or whether it is instead
arranging for another party to provide that good or service.
In making this assessment, the Board considered the nature of the Group's
contractual relationship with YouTube and its creator partners. The Group has
concluded that YouTube is its customer, from whom it receives a share of its
advertising income. The Group is capable of affecting such income by selling
its own advertising inventory, as well as taking on the receivables risk in
its obligations to creators, whom it has to pay regardless of whether YouTube
pays the Group in respect of advertising sales.
This judgement has a material impact on the presentation of revenue. If the
Group were determined to act as agent, revenue and cost of sales would both be
presented net, with no impact on profit after tax but a significant impact on
reported revenue and expenses.
For Technology income, management has concluded that the Group acts as
principal, as it controls the provision of software licences,
performance-based services, and development work before transferring these
services to the customer. Accordingly, revenue is recognised on a gross basis
in respect of these contracts.
Impairment of intangible assets
Impairment of the valuation of any goodwill relating to the acquisition of
subsidiaries is considered annually for indicators of impairment to ensure
that the asset is not overstated within the financial statements. The annual
impairment assessment in respect of goodwill and other intangible assets
requires estimates of the value in use (or fair value less costs to sell) of
subsidiaries to which goodwill has been allocated. Given the nature of the
business, estimating the future cash flows and appropriate discount factor, in
order to determine the net present value of those cash flows is an area of
estimation uncertainty. As the carrying value for goodwill was written down to
$0 in the 12 months to 31 December 2023, there was no requirement to assess
the valuation of goodwill in the current year. The assumptions made by the
Directors in valuing the intangible assets are provided in note 10 to the
financial statements, including the impact on valuation if certain key inputs
were to be changed.
Impairment of investment in subsidiaries
Impairment of the valuation of the investment in subsidiaries relating to the
acquisition of subsidiaries and subsequent funding of such subsidiaries is
considered annually for indicators of impairment to ensure that the asset is
not overstated within the financial statements. The annual impairment
assessment in respect of such investment requires estimates of the value in
use (or fair value less costs to sell) of subsidiaries to which investment has
been allocated. Given the nature of the business, estimating the future cash
flows and appropriate discount factor, in order to determine the net present
value of those cash flows is an area of estimation uncertainty. The carrying
value of these investments at the end of the period was $2.4 million. Further
details on the assumptions made by the Directors in these estimations are
provided in note 11 to the financial statements.
Amortisation of intangible assets
The periods of amortisation adopted to write down capitalised intangible
assets requires judgements to be made in respect of estimating the useful
lives of the intangible assets to determine an appropriate
amortisation rate. Technology and website development costs are being
amortised on a straight-line basis over the period during which the economic
benefits are expected to be received, which has been estimated at 4 years.
Convertible loan note valuation
Convertible loan notes contain both debt and equity features, and the
determination of their appropriate accounting treatment requires judgment in
assessing whether the instrument should be classified wholly as a financial
liability, wholly as equity, or as a compound instrument comprising both
elements. Management has considered the contractual terms of the loan notes,
including:
· whether the conversion option is fixed-for-fixed and therefore
meets the definition of an equity instrument;
· whether the conversion feature represents an embedded derivative
liability requiring separate recognition at fair value through profit or loss;
· the likelihood of conversion versus redemption; and
· the discount rate applied in determining the present value of
future cash flows attributable to the liability component.
Where the loan notes are determined to be compound instruments, the liability
component is measured initially at the fair value of a similar instrument
without a conversion feature, with the residual amount allocated to equity.
This requires estimation of an appropriate discount rate and involves
significant management judgment.
Subsequent measurement of the liability component at amortised cost, together
with periodic reassessment of the classification of the equity component,
could result in volatility in reported earnings. Management believes the
assumptions applied are appropriate; however, changes in those assumptions
could have a material effect on the reported financial position and
performance of the Group.
Prior Year Restatement
Share Based Payments - Cash Settled versus Equity Settled
During the current financial year, management identified that certain historic
share option awards had previously been accounted for as equity-settled
share-based payments. Following a review of the contractual terms of the
awards, it has been determined that these arrangements should have been
classified as cash-settled share-based payments, as the Group had a
contractual obligation to settle the awards in cash rather than through the
issue of equity instruments.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the comparative figures have been restated to reflect the
correction of this prior period error. The impact of the restatement is
summarised below.
Impact on Consolidated Statement of Financial Position
· A liability for cash-settled share-based payments has
been recognised in place of the share based payment reserve previously
recorded.
· As at 31 December 2022, the total equity balance reduced
by $101,258 and as at 31 December 2023, the total equity balance reduced by
$76,139, based on the following movements:
o As at 31 December 2022, share-based payment reserve decreased by
$1,158,297, with an increase in liabilities of $101,258 and an increase in
retained earnings of $1,057,040.
o As at 31 December 2023, share-based payment reserve decreased by
$1,158,297, with an increase in liabilities of $76,139 and an increase in
retained earnings of $1,087,942.
o Due to the differences in exchange rate movements, as at 31 December 2023,
the Foreign Exchange Reserve was reduced by $5,785.
Impact on Consolidated Statement of Comprehensive Income
· Share-based payment expense for the year ended 31
December 2023 was not impacted.
· The administrative expenses were decreased by $30,789 in
the year to 31 December 2023 as a result of a revaluation of the liability.
Impact on Parent Company Statement of Financial Position
· A liability for cash-settled share-based payments has
been recognised in place of the share based payment reserve previously
recorded.
· As at 31 December 2022, the total equity balance reduced
by $101,258 and as at 31 December 2023, the total equity balance reduced by
$76,139, based on the following movements:
o As at 31 December 2022, share-based payment reserve decreased by
$1,158,297, with an increase in liabilities of $101,258 and an increase in
retained earnings of $1,057,040.
§ In addition, the historic investment balance was increased by $316,264
relating to share based payments charges that should have been attributable to
subsidiaries, which was offset by an impairment of $316,264 prior to 31
December 2022.
o As at 31 December 2023, share-based payment reserve decreased by
$1,158,297, with an increase in liabilities of $76,139 and an increase in
retained earnings of $1,087,942.
o Due to the differences in exchange rate movements, as at 31 December 2023,
the Foreign Exchange Reserve was reduced by $5,784.
Impact on Cash Flows
· There is no impact on total cash flows. The correction in
the year ended 31 December 2023 results in a reduction of $30,789 in operating
cash flows, offset by the same increase in profit after tax.
Share Based Payments Allocation
During the year, management identified that the share-based payment expense
relating to options granted to employees of Entertainment AI, Inc and
GTChannel, Inc. had previously been recognised in the accounts of the Parent
Company. Under IFRS 2 Share-based Payment, the cost of share-based payments
should be recognised in the financial statements of the entity that receives
the benefit of the employee services. Accordingly, the expense and related
equity contribution should have been recorded in the accounts of Entertainment
AI, Inc and GTChannel, Inc., with a corresponding increase in the Parent
Company's investment in that subsidiary.
The comparative figures have been restated to correct this error in accordance
with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
Impact on Parent Company Financial Statements
· As at 31 December 2023, investment in the subsidiaries
has increased by $98,727.
· As at 31 December 2023, retained earnings are unchanged
as the investment of $98,727 had been impaired in the same period.
· During the year ended 31 December 2023, due to a
reduction in the share based payment expense, administrative expenses
decreased by $98,727.
· Given the above movements, there is no net impact on
Company Statement of Financial Position and as a result no column is shown in
the table below.
Consolidated Financial Statements
There is no impact on the consolidated statement of financial position,
comprehensive income, or cash flows. The restatement affects only the
individual financial statements of the Parent and Subsidiary.
Capitalisation of Expenditure
During the current year, management identified that certain expenditure
previously capitalised within intangible assets did not meet the recognition
criteria under IAS 38 Intangible Assets. These amounts should have been
recognised as an expense in the period incurred, rather than capitalised as an
asset.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the comparative figures have been restated to correct this prior
period error.
Impact on Consolidated Statement of Financial Position
· As at 31 December 2022, intangible assets as at prior
year-end date decreased by $181,390 and retained earnings and equity decreased
by $181,390.
· As at 31 December 2023, intangible assets as at prior
year-end date decreased by $230,498 and retained earnings and equity decreased
by $230,498.
Impact on Consolidated Statement of Comprehensive Income
· For the year ended 31 December 2023, administrative
expenses (or other relevant expense line) increased by $49,108 and profit
after tax decreased by $49,108.
Impact on Cash Flows
· There is no impact on total cash flows. The correction
results only in a reclassification of $49,108 between cash flows from
investing activities and operating activities in the year ended 31 December
2023.
Foreign Exchange Movements
During the current year, management identified that certain historic foreign
exchange movements had been incorrectly recorded within the foreign exchange
reserve. These movements did not relate to the retranslation of intra-group
net investments in foreign operations as required under IAS 21 The Effects of
Changes in Foreign Exchange Rates, but instead arose from other balance sheet
items where the impact should have been recognised in retained earnings.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the comparative figures have been restated to correct this prior
period error.
Impact on Consolidated Statement of Financial Position
· The adjustment relates to activities prior to 31 December
2022. As such, as at both 31 December 2022 and 31 December 2023:
o Foreign exchange reserves increased by $443,714.
o Retained earnings decreased by $443,714.
o Equity was unchanged.
Impact on Consolidated Statement of Comprehensive Income
· There is no impact on the Consolidated Statement of
Comprehensive Income for the comparative period, as the misallocation related
only to the presentation within equity.
Impact on Cash Flows
· There is no impact on total cash flows, as the correction
relates solely to the reclassification of amounts within equity.
Impact on Consolidated Statement of Financial Position
Impact of correction of error
As at 31 December 2022 As previously reported (i) SBP Payments (ii) Intangible Adjustment (iii) Forex Adjustment As restated
Intangible Assets $3,924,317 - $(181,390) - $3,742,927
Other Assets $6,234,172 - - - $6,234,172
Total Assets $10,158,489 - $(181,390) - $9,977,099
Option Settlement Liability - $(101,258) - - $(101,258)
Other Liabilities $(1,893,461) - - - $(1,893,461)
Total Liabilities $(1,893,461) $(101,258) - - $(1,994,719)
Share Based Payment Reserve $1,233,593 $(1,158,297) - - $75,296
Foreign Exchange Reserve $3,691 - - $443,714 $447,405
Retained Earnings $(19,596,545) $1,057,040 $(181,390) $(443,714) $(19,164,609)
Others $26,264,289 - - - $26,264,289
Total Equity $8,265,028 $(101,258) $(181,390) - $7,982,380
Impact of correction of error
As at 31 December 2023 As previously reported (i) SBP Payments (ii) Intangible Adjustment (iii) Forex Adjustment As restated
Intangible Assets $2,357,931 - $(230,498) - $2,127,433
Other Assets $2,009,796 - - - $2,009,796
Total Assets $4,367,727 - $(230,498) - $4,137,229
Option Settlement Liability - $(76,139) - - $(76,139)
Other Liabilities $(1,117,686) - - - $(1,117,686)
Total Liabilities $(1,117,686) $(76,139) - - $(1,193,825)
Share Based Payment Reserve $1,343,517 $(1,158,297) - - $185,220
Foreign Exchange Reserve $19,235 $(5,784) - $443,714 $457,165
Retained Earnings $(24,737,000) $1,087,942 $(230,498) $(443,714) $(24,323,270)
Others $26,264,289 - - - $26,264,289
Total Equity $3,250,041 $(76,139) $(230,498) - $2,943,404
Impact on Company Statement of Financial Position
Impact of correction of error
As at 31 December 2022 As previously reported (i) SBP Payments (ii) Forex Adjustment (iii) SBP Allocation As restated
Total Assets $4,981,583 - - - $4,981,583
Option Settlement Liability - $(101,258) - - $(101,258)
Other Liabilities $(698,607) - - - $(698,607)
Total Liabilities $(698,607) $(101,258) - - $(799,865)
Share Based Payment Reserve $1,233,593 $(1,158,297) - - $75,296
Foreign Exchange Reserve $(333,591) - $443,714 - $110,123
Retained Earnings $(17,583,998) $1,057,040 $(443,714) - $(16,970,672)
Others $26,264,289 - - - $26,264,289
Total Equity $9,940,292 $(101,258) - - $9,839,034
Impact of correction of error
As at 31 December 2023 As previously reported (i) SBP Payments (ii) Forex Adjustment (iii) SBP Allocation As restated
Total Assets $2,373,722 - - - $2,373,722
Option Settlement Liability - $(76,139) - - $(76,139)
Other Liabilities $(173,871) - - - $(173,871)
Total Liabilities $(173,871) $(76,139) - - $(250,010)
Share Based Payment Reserve $1,343,517 $(1,158,297) - - $185,220
Foreign Exchange Reserve $19,235 $(5,784) $443,714 - $457,165
Retained Earnings $(24,700,692) $1,087,942 $(443,714) - $(24,056,464)
Others $26,264,289 - - - $26,264,289
Total Equity $3,286,349 $(76,139) - - $3,210,210
Impact on Consolidated Statement of Comprehensive Income
As at 31 December 2023 As previously reported (i) SBP Payments (ii) Intangible Adjustment As restated
Administrative Expenses $(1,139,896) $30,141 $(49,108) $(1,158,863)
Others $(4,000,560) - - $(4,000,560)
Loss $(5,140,456) $30,141 $(49,108) $(5,159,423)
Exchange differences arising on translation of foreign operations $15.544 $(5,784) - $9,760
Total Comprehensive Loss $(5,124,912) $24,357 $(49,108)- $(5,149,663)
3 Revenue
On the basis that the Group consider there to be only one operating segment as
detailed in note 1, no IAS 8 disclosures are required and below is revenue
split by stream and location:
Year ended Year ended
31 December 31 December
2024 2023
$ $
CSP Revenue 2,820,721 1,811,747
Technology Revenue 220,187 239,637
Total Revenue 3,040,908 2,051,384
Revenue is attributed to the following geographical locations:
Year ended Year ended
31 December 31 December
2024 2023
$ $
USA 2,991,100 1,811,747
ROW 49,808 239,637
3,040,908 2,051,384
4 Expenses by nature
The Group's operating profit has been arrived at after charging:
Year ended Year ended
31 December 31 December
2024 2023 (restated)
$ $
Employee costs* 682,465 335,420
Consulting services 65,636 115,469
Bad debt write-offs 365,700 -
Agency fees 75,000 24,401
Rent 21,024 4,126
Professional fees 193,557 152,878
Listing fees 22,088 16,020
Other 482,730 625,256
Subtotal (1,908,200) (1,158,101)
*Employment costs include more than $200,000 for employees that left the Group
during the year and the Group does not intend to replace.
Year ended Year ended
31 December 2024 31 December 2023
$ $
Auditors remuneration
Fees payable to the Group's auditor for audit of Parent Company and 95,000 95,000
Consolidated Financial Statements
Fees payable to the Group's auditor for non-audit services - -
In 2023, the Group auditors were not the auditors of the US subsidiary
companies. The fees paid to the auditor of the US subsidiary companies were
$Nil (2023: $45,000) for the audit of these companies with no payments for
other services.
5 Employees and Executive Directors
The Executive Directors are considered to be the key management of the
business.
The following table shows all compensation paid to employees, including
expenses that were capitalised during the year.
Year ended 31 December 2024 Year ended 31 December 2023
$
$
Staff costs for all employees, including Executive Directors consist of:
Wages and Salaries 617,865 335,420
Pensions and Social Security 69,365 -
Share Based Payments Expense 134,967 109,924
822,197 445,344
Information regarding Directors emoluments are as follows:
Year ended 31 December 2024 Year ended 31 December 2023
$ $
Short-Term employee benefits
Directors' fees, salaries and benefits* 326,894 241,441
Social Security Costs 9,571 8,321
336,465 249,762
The highest paid Executive Director received emoluments of $180,215 (2023:
$169,950).
* A significant portion of these Directors' fees were applied towards
subscription for new shares in the Company's fundraising in June 2024.
The average number of employees (including Directors) in the Group during the
year was:
Year ended Year ended
31 December 31 December
2024 2023
Directors (executive and non-executive) 5 5
Management 1 2
Other 4 8
10 14
Note: The Group also used four full time consultants on its proprietary
technology products for the first six months of the year.
6 Share options
The Company grants share options at its discretion to Directors, management
and advisors. These are accounted for as equity settled options. Should the
options remain unexercised after a period of ten years from the date of grant
the options will expire unless an extension is agreed to by the Board. Options
are exercisable at a price equal to an exercise price determined by the Board.
Details for the share options and warrants granted, exercised, lapsed and
outstanding at the year-end are as follows:
Number of share options 2024
Weighted average exercise price (GBp)
2024
Outstanding at beginning of year 8,463,554 52.1
Granted during the year - -
Forfeited/lapsed during the year 200,001 -
Exercised during the year - -
Outstanding at end of the year 8,263,553 51.8
Exercisable at end of the year 8,196,886 51.9
Fair value of share options
The Black Scholes calculations for the options held during 2024 resulted in an
annual charge of $32,310 (2023: $109,924) which has been expensed in 2024.
The weighted average remaining contractual life of the share options as at 31
December 2024 was 5.36 years.
Options arrangements that exist over the Company's shares at year end are
detailed below:
Grant 31 December 2024 31 December 2023 Date of Grant Exercise price Exercise period
From To
AIM Admission Grant Options 4,996,887 4,996,887 30/9/2019 45p 30/9/2020 30/9/2029
2021 Director Fee Options 1,450,000 1,450,000 4/3/2021 60p 4/3/2024 4/3/2031
2021 Incentive Options 1,208,333 1,300,000 4/3/2021 65p 4/3/2024 4/3/2031
2021 Incentive Options 541,666 650,000 13/5/2021 65p 13/5/2024 13/5/2031
2022 Director Options 66,667 200,000 27/5/2022 30p 27/5/2025 27/5/2032
Total 8,263,553 8,596,887
The 2021 and 2022 share options are equity settled on exercise, whilst the AIM
Admission Grant Options can be equity or cash settled at the option holders
request.
7 Finance income
Year ended Year ended
31 December
31 December
2024
2023
$
$
Interest (cost) / income (2,113) 5,728
8 Taxation
The major components of income tax expense for the periods ending 31 December
2024 and December 2023 are as follows:
Year ended Year ended
31 December 31 December
2024 2023
Group $ $
Current tax: - -
Current tax (benefit) on profits in the year - -
Prior year over provision - -
Total Tax charge (benefit) - -
Deferred tax current year - (129,584)
Deferred - -
Total Tax charge (benefit) - (129,584)
The tax on the Company's loss before tax differs from the theoretical amount
that would arise using the weighted average tax rate applicable to profits and
losses as follows:
Year ended Year ended
31 December 31 December
2024 2023
Restated
$ $
Total loss on ordinary activities before tax (2,425,280) (5,288,245)
Loss on ordinary activities at the standard rate of corporation tax in the US (509,309) (1,110,531)
of 21% (2023: 21%)
Non-deductible expenses 33,966 571,090
State taxes net of federal benefit (20,989) (163,700)
Other tax adjustments, reliefs and transfers - 6,307
Adjustment in respect of prior year - (430)
Deferred tax not recognised / valuation allowance 496,332 567,680
Changes in rates - -
Total Tax charge - (129,584)
At the balance sheet date, the Group had unused tax losses (as reported on the
Group's tax returns) of $18,177,639 available for offset against future
profits. $3,817,302 represents unrecognized deferred tax assets thereon. The
deferred tax asset has not been recognized due to uncertainty over timing of
utilization.
9 Earnings per share
The loss per share has been calculated using the profit for the year and the
weighted average number of ordinary shares outstanding during the year, as
follows:
Year ended Year ended
31 December
31 December
2024
2023
(restated)
Loss for the year attributable to equity holders of the Parent ($) (2,425,280) (5,158,661)
Weighted and diluted average number of ordinary shares 107,841,702 93,345,815
Loss per share (cents) (2.25) (5.51)
Diluted loss per share (cents) (2.25) (5.51)
As the Group reported a loss per share, all potential dilutive shares have
been discounted as this would have had the result of reducing the loss per
share reported by the Group.
10 Intangible assets
Goodwill Other Intangible Assets Development Costs (restated)
$
$
$
Group Total (restated)
$
Cost
At 31 December 2023 (restated) 9,762,158 4,760,994 4,962,784 19,485,936
Additions - - 373,488 373,488
Disposals - - (26,486) (26,486)
At 31 December 2024 9,762,158 4,760,994 5,309,786 19,832,938
Impairment and Amortisation
At 31 December 2023 (9,762,158) (4,760,994) (2,835,351) (17,358,503)
Impairment - - - -
Amortisation - - (1,023,480) (1,023,480)
At 31 December 2024 (9,762,158) (4,760,994) (3,858,831) (18,381,983)
Carrying amount
At 31 December 2023 (restated) - - 2,127,433 2,127,433
At 31 December 2024 - - 1,450,955 1,450,955
The cost of other intangible assets comprises customer lists and technology
development acquired at the date of acquisition. The other intangible assets
are being amortised over a period of 4 years, which was completed during the
year ended 31 December 2023. Amortisation is charged to administrative costs
in the Statement of Comprehensive Income.
Of the above development costs, $578,742 relate to assets under development
but not completed as at 31 December 2024.
Impairment Assessment
At the end of the year, the Directors reviewed the value of the completed
intangible assets and development projects. Where appropriate assets are
grouped together into cash generating units. Expected future cash flows
('value in use' calculation, the discount rate and cash flows were calculated
on a pre-tax basis) attributable to these projects, are calculated over the
lower of 6 years or the remaining life of the project, discounted at the
applied rate of 16%. The Board considered the current momentum of customer
acquisition, together with the completion of development projects to drive
further growth in the business. Using the following key assumptions (i)
customer acquisition remaining consistent with levels since the beginning of
2025 with two new technology customers per month, one strategic customer every
year and the training products being capable of sale late in 2025; and (ii) a
5% increase in staff costs every year, it was determined that the carrying
value of each of the intangible asset groups was greater than their current
book value. Using these assumptions, the headroom was approximately $250,000.
Should the assumptions be varied to halve the rate of client wins, this would
result in an impairment of approximately $500,000.
11 Investment in subsidiary undertakings
Cost of investment (restated) Loan to group undertaking Total
$
$
$
Company
Cost
At 31 December 2023 (restated) 13,399,826 4,743,896 18,143,722
Additions 8,373 - 8,373
At 31 December 2024 13,408,199 4,743,896 18,152,095
Impairment
At 31 December 2023 (restated) (13,399,826) (2,370,176) (15,770,002)
Impairment (8,373) (1,296,630) (1,305,003)
At 31 December 2024 (13,408,199) (3,666,806) (17,075,005)
Carrying amount
At 31 December 2023 (restated) - 2,372,720 2,372,720
At 31 December 2024 - 1,077,090 1,077,090
The Directors annually assess the carrying value of the investment in the
subsidiaries and in their opinion no impairment provision is currently
necessary.
Please refer to Note 2 for more details on restatements.
The subsidiary undertakings during the year were as follows:
Country of incorporation Interest held
%
Registered office address
GTChannel, Inc. 199 Whitney Avenue, New Haven, Connecticut 06511 U.S. US 100%
Tagasauris, Inc. 199 Whitney Avenue, New Haven, Connecticut 06511 U.S. US 100%
Entertainment AI, Inc. 199 Whitney Avenue, New Haven, Connecticut 06511 U.S. US 100%
All subsidiaries are owned directly by the Parent Company.
12 Trade and other receivables
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
$
$
$
$
Trade and other receivables 621,722 723,834 50,760 84,130
Prepayments 247,253 223,298 127,855 103,900
Intercompany receivables - - 766,139 -
868,975 947,132 944,754 188,030
In determining the recoverability of accounts receivable, the Company
considers any changes in the credit quality of the accounts receivable from
the date credit was initially granted up to the reporting date. The accounts
receivable that are neither past due nor impaired relate to customers that the
Company has assessed to be creditworthy based on the credit evaluation process
performed by management which considers both customers' overall credit profile
and its payment history with the Company. Any loss allowance is determined in
accordance with IFRS 9 and in 2024 $365,700 was provided for and written off
(2023: $0).
13 Cash and cash equivalents
Group Company
Year ended Year ended Year ended Year ended
31 December
31 December
31 December
31 December
2024
2023
2024
2023
$
$
$
$
Cash at bank and in hand 1,003,014 1,060,864 566,068 898,468
14 Trade and other payables
Group Company
Year Ended 31 December Year Ended 31 December Year Ended 31 December Year Ended 31 December
2024
2023
2024
2023
$
$
$
$
Trade payables 743,175 550,856 333,521 60,512
Accruals and other payables 928,632 549,422 95,726 113,359
1,671,807 1,100,278 429,247 173,871
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs and are payable within 3 months.
15 Deferred Tax
Total
$
Balance as at 1 January 2024 (17,408)
Deferred tax charge for the year -
Balance At 31 December 2024 (17,408)
The deferred tax provision comprises:
31 December 2024 31 December 2023
$ $
Deferred tax liability arising from acquisition of intangible assets - -
Deferred tax liability relating to other timing differences 17,408 17,408
Total 17,408 17,408
At the balance sheet date, the Group had unused tax losses (as reported on the
Group's tax returns) of $18,177,639 available for offset against future
profits. $3,817,302 represents unrecognized deferred tax assets thereon. The
deferred tax asset has not been recognized due to uncertainty over timing of
utilization.
16 Share capital
The issued share capital in the year consisted of ordinary shares of 0.1 pence
each and deferred shares of 11.9 pence each and was as follows:
Group & Company
Number of Shares Nominal Value of Shares $
Ordinary Deferred Ordinary Deferred Total
At 31 December 2023 93,345,815 49,957,876 114,992 7,339,059 7,454,051
Issue of Shares 26,933,326 - 34,273 - 34,273
At 31 December 2024 120,279,141 49,957,876 149,265 7,339,059 7,488,325
.
Group & Company - MOVEMENT
Share capital Share premium
$
$
At 31 December 2023 7,454,052 10,180,736
Change 34,273 699,382
At 31 December 2024 7,488,325 10,880,118
During the year, the Company issued shares on the following dates and amounts:
Date Number of shares Issue Price Total Value
5 June 2024 6,000,004 3.83c $229,840
18 June 2024 19,433,322 3.81c $740,176
19 July 2024 1,500,000 3.88c $58,140
In addition, 21,166,661 warrants were issued to subscribing shareholders to
acquire ordinary shares in the Company at an exercise price of 4.5 pence on or
prior to 18 June 2026.
$294,503 of directly attributable costs were deducted from share premium.
17 Convertible loan note reserve
Balance sheet
31 December 2024
$
Convertible Loan Note
Non-current liability 178,090
Current liability -
Equity component of convertible loan note 198,337
Convertible loan notes
As at 31 December 2024, the Group has a convertible loan note ("CLN") issued
to Gresham House with a face value of £325,000, maturing on 17 December 2029.
The instrument contains both liability and equity components, in line with IAS
32. The liability component is initially measured at the present value of
future contractual cash flows discounted at 17%, the market rate for similar
non-convertible debt, resulting in a carrying amount of $178,090 as at the
reporting date. The equity component, recognized as a separate reserve within
equity, represents the residual balance of $198,337 after allocating
transaction costs proportionally between the liability and equity components.
Interest expense for the period from initial recognition to 31 December 2024,
calculated using the effective interest method at an effective rate of 28.39%,
amounts to $2,073 and is included in finance costs in the profit and loss
statement. As the maturity date is more than one year from the reporting date,
the convertible loan note is classified entirely as a non-current liability in
the balance sheet. The equity component remains unchanged after initial
recognition unless the instrument is converted into equity shares.
In addition to the £325,000 of CLNs subscribed on 16 December 2024, the
Subscription Agreement provides for the issuance of further unsecured loan
notes with a principal amount of £487,500 (the "Additional Notes") to the
same noteholder, subject to the satisfaction of specified conditions outlined
in the agreement. While the Additional Notes have not yet been issued and
therefore have no current accounting impact, they are disclosed as an undrawn
facility available to the Group under the existing funding arrangement.
Movement in the carrying value of the CLN is detailed below:
31 December 2024
$
At 31 December 2023 -
Issuance of Convertible Loan Note 176,017
Interest expense 2,073
Closing balance 31 December 2024 178,090
Risk Management Disclosures - IFRS 7
The CLNs expose the Company to interest rate risk and liquidity risk due to
the fixed compounding interest and lump-sum repayment at maturity. The
instrument does not expose the Company to foreign exchange risk or significant
credit risk.
The Company has modelled its cash flow obligations over the five-year term of
the CLNs and is confident in its ability to meet the repayment obligation in
the event the notes are not converted. Conversion would reduce liquidity
pressure by eliminating the repayment obligation and replacing it with share
capital issuance.
The fair value of the liability component at initial recognition was
determined using a Level 2 input (observable discount rate for comparable debt
instruments). The Company does not remeasure the fair value of the liability
subsequently, as it is held at amortised cost.
18 Long Term Liabilities
Group Company
Year Ended 31 December Year Ended 31 December Year Ended 31 December Year Ended 31 December
2024
2023
2024
2023
$
$
(restated) (restated)
$
$
Convertible loan note liability 178,090 - 178,090 -
Option liability 22,936 76,139 22,936 76,139
201,026 76,139 201,026 76,139
The convertible loan note liability is described in further detail in Note 17
above,
The option liability has arisen following a prior year restatement as detailed
in Note 2. The terms of the options issued on 30 September 2019 allow option
holders to elect to settle their options for cash. Based on this, the entire
value of the options is treated as a liability with no equity component. The
fair value of the liabilities of these share based payments is determined
using Black-Scholes valuations at each year end. The change in the fair values
during a year is stated in the Statement of Comprehensive Income.
Option Liability $ (restated)
At 31 December 2022 (restated) 101,258
Change (restated) (25,119)
At 31 December 2023 (restated) 76,139
Change (53,203)
At 31 December 2024 22,936
9 Financial instruments
Financial instruments
As at the dates presented, the Group has classified its financial instruments
as follows:
At 31 December 2024 Loans and Receivables at Amortized Cost Other Financial Liabilities at Amortized Cost Fair Value through Profit or Loss Total
$
$
$
$
Financial Assets
Cash 1,003,014 - - 1,003,014
Trade and Other Receivables 868,975 - - 868,975
Financial Liabilities
Trade and Other Payables - 1,671,807 - 1,671,807
Convertible Loan Note - 178,090 - 178,090
Option Liability - - 22,936 22,936
At 31 December 2023 Loans and Receivables at Amortized Cost Other Financial Liabilities at Amortized Cost Fair Value through Profit or Loss Total
$
$
$
(restated)
$
Financial Assets
Cash 1,060,864 - - 1,060,864
Trade and Other Receivables 947,132 - - 947,132
Financial Liabilities
Trade and Other Payables - 1,100,278 - 1,100,278
Option Liability (restated) - - 76,139 76,139
Credit risk management
The Company is exposed to credit risk associated with its accounts receivable.
Credit risk is minimized substantially by ensuring the credit worthiness of
the entities with which it carries on business. Most of the Group's revenues
are derived from its CSP business. The key counterparty for this business is
YouTube. The performance obligations arise at the time that CSP videos
generate advertising or other income on YouTube. YouTube makes a monthly
payment to the Group, approximately 20 days in arrears.
The Group applies the simplified approach under IFRS 9 to measure expected
credit losses for trade receivables. Specific provisions and write-offs are
recognised where there is objective evidence that a receivable is impaired. At
the reporting date, trade receivables amounted to $558,222 (2023: $947,132).
Management has reviewed all outstanding receivables. Balances considered
irrecoverable have been written off. During the year, trade receivables of
$182,558 (2023: $nil) were written off as uncollectible. Remaining balances
have either been settled subsequent to year-end or are considered fully
recoverable. As such, no additional loss allowance has been recognised.
The Company's accounts receivable aging as follows:
31 December 2024 31 December 2023
Current 494,922 947,132
31-60 days - -
61-90 days - -
>90 days 63,300 -
558,222 947,132
Allowance for doubtful accounts - -
Total 558,222 947,132
Interest rate risk management
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market rates. The
Company's exposure to interest rate risk is based on short-term fixed interest
rates. At 31 December 2024, the Company's exposure to interest rate risk was
determined to be nominal.
Capital risk management
In managing its capital, the Group's primary objective is to maintain a
sufficient funding base to enable working capital, research and development
commitments and strategic investment needs to be met and therefore to
safeguard the Group's ability to continue as a going concern in order to
provide returns to shareholders and benefits to other stakeholders. In making
decisions to adjust its capital structure to achieve these aims, including
through new share issues, the Group considers not only its short-term position
but also its long term operational and strategic objectives.
The capital structure of the Group currently consists of equity comprising
issued capital, reserves and retained earnings. The Group is not subject to
any externally imposed capital requirements. The Group monitors this
expenditure and is on track to spend the required funds by such date.
Foreign currency risk management
Foreign exchange transaction risk arises when individual Group operations
enter into transactions denominated in a currency other than the dominant
economic currency of the Group. The principal risk arises from the Group's
holding company and payments made in relation to the holding company's
activities in the United Kingdom.
The carrying amount of the Group's foreign currency denominated monetary
assets and monetary liabilities were:
Group Company
Year ended Year ended Year ended Year ended
31 December
31 December
31 December
31 December
2024
2023
2024
2023
$
$
$
$
Assets
Sterling 564,885 951,623 566,068 951,623
Liabilities
Sterling 394,720 60,512 394,720 60,512
As shown above, at 31 December 2024 the Group had Sterling denominated
monetary net assets of $170,135 (2023: $891,111). If Sterling weakens by 10%
against the US dollar, this would decrease net assets by $17,014 (2023:
$89,111) with a corresponding impact on reported losses. Changes in exchange
rate movements resulted in a loss from exchange differences on a translation
of foreign exchange of $56,374 in the year to 31 December 2024 (year to 31
December 2023: loss of $14,665), resulting primarily from the holding of cash
in sterling.
Liquidity risk management
Ultimate responsibility for liquidity management rests with management. 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 currently has no bank
borrowing or overdraft facilities, although it has a convertible loan note as
described in more detail in Note 17 above. All liabilities are current and
expected to be settled within 3 months.
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.
18 Contingent liabilities
The Directors are not aware of any material contingent liabilities.
19 Related party transactions
During the year ended 31 December 2024, the Group performed digital marketing
services for American Leak Detection, a subsidiary of Water Intelligence plc,
which is a related party of the Group as defined in the AIM Rules for
Companies as SEEEN plc's Chairman, Dr Patrick DeSouza is Executive Chairman of
and a major shareholder in Water Intelligence plc, totalling $97,567 during
2024 pursuant to a contract entered into and announced on 31 May 2024 (2023:
$36,114). The amount receivable at year end was $100,681 (2023: $36,114).
The Group's key management personnel (KMP) are considered to be the directors
of the Company. Remuneration paid to KMP is disclosed in the Directors'
Remuneration note - see Note 5 for further details.
Adrian Hargrave, SEEEN's Chief Executive and a related party as defined in the
AIM Rules for Companies, subscribed for 933,333 new ordinary shares on 19 June
2024, which represented an amount of approximately £28,000 at the issue price
of 3 pence per new ordinary share.
Dr Patrick DeSouza, SEEEN's Chairman and a related party as defined in the AIM
Rules for Companies, subscribed for 2,000,000 new ordinary shares on 19 June
2024, which represented an amount of approximately £60,000 at the issue price
of 3 pence per new ordinary share.
David Anton, a Non-Executive Director of SEEEN and a related party as defined
in the AIM Rules for Companies, subscribed for 1,333,333 new ordinary shares
on 19 June 2024, which represented an amount of approximately £40,000 at the
issue price of 3 pence per new ordinary share.
Mark Williams, a Non-Executive Director of SEEEN and a related party as
defined in the AIM Rules for Companies, subscribed for 333,333 new ordinary
shares on 19 June 2024, which represented an amount of approximately £10,000
at the issue price of 3 pence per new ordinary share.
On 30 May 2024, Gresham House Asset Management Limited, a holder of more than
10 per cent. of the Company's ordinary shares and a related party as defined
in the AIM Rules for Companies, conditionally subscribed for a face value of
up to £325,000 of conditional convertible loan notes, the details of which
were announced on 31 May 2024. On 15 December 2024, Gresham House Asset
Management Limited unconditionally subscribed for five year unsecured
convertible loan notes with a face value of £325,000, carrying interest at
12% per annum and with a conversion price of £0.03 per ordinary share, and
also agreed to a potential further conditional subscription to acquire further
five-year conditional unsecured convertible loan notes in the principal amount
of £487,500 which would have a conversion price of £0.045 per ordinary
share, the details of which were announced on 16 December 2024.
The Directors are not aware of any other related party transactions.
20 Subsequent events
Since 31 December 2024, the Group has completed a subscription of new ordinary
shares at 4 pence each to raise £78,500. These shares were admitted on 31
January 2025.
On 28 May 2025, the Group also announced that warrants were exercised and new
ordinary shares subscribed for, raising approximately £740,000 from the issue
of new ordinary shares in the Company to warrantholders from the fundraising
completed in June 2024.
21 Control
The Company is under the control of its shareholders and not any one party.
The shareholdings of the directors and entities in which they are related are
as outlined within the Director's Report.
1 (#_ftnref1)
https://www.researchandmarkets.com/report/video-commerce#:~:text=The%20global%20video%20commerce%20market,forecasted%20period%20of%202024%2D2029.
2 (#_ftnref2)
https://straitsresearch.com/report/virtual-training-and-simulation-market
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