2024
Audioboom Group plc
Annual Report & Financial Statements
Audioboom Group plc (“Audioboom” or “the Company”) is a global leader in podcasting - our shows
are downloaded around 100 million times each month by 38 million unique listeners around the world.
Audioboom is ranked as the fourth largest podcast publisher in the US by Triton Digital.
Audioboom’s ad-tech and monetisation platform underpins a scalable content business that provides
commercial, distribution, marketing and production services for a premium network of top tier
podcasts. Key partners include the official Formula 1 podcasts ‘F1: Beyond the Grid’ and ‘F1 Nation’,
‘True Crime Obsessed’ (US), ‘The Tim Dillon Show’ (US), ‘No Such Thing As A Fish’ (UK) and ‘The Cycling
Podcast’ (UK).
Audioboom operates internationally, with global partnerships across North America, Europe, Asia and
Australia. The platform distributes content via Apple Podcasts, YouTube, Spotify, Pandora, Amazon
Music, Google Podcasts, iHeartRadio, Facebook and Twitter as well as a partner’s own websites and
mobile apps.
For more information, visit audioboom.com.
Strategic Report
Chairman’s Statement
04
Chief Executive Officer’s Review
05
Principal Risks and Uncertainties
09
Governance
Board of Directors
13
Directors’ Report
15
Corporate Governance Report
19
Remuneration Committee Report
24
Audit Committee Report
27
Financial Statements
Independent Auditor’s Report
29
Consolidated Statement of
Comprehensive Income
35
Consolidated Statement of
Financial Position
36
Consolidated Cash Flow Statement
37
Consolidated Statement of
Changes in Equity
38
Notes to the Financial Statements
39
Notice of AGM
Notice of AGM
58
Explanatory Information
64
Appendix – The Audioboom Group plc
2025 Employee Share Plan (LTIP)
66
Contents
Audioboom Group plc
Overview
01
Annual Report & Financial Statements 2024
Audioboom Group plc
Directors, Advisers and Officers
Company registration number:
85292
Registered office:
IFC5
St Helier
Jersey JE1 1ST
Directors:
Michael Tobin CBE (Non-executive Chairman)
Stuart Last (Chief Executive Officer)
Brad Clarke (Chief Financial Officer)
Roger Maddock (Non-executive Director)
Steven Smith (Non-executive Director)
Company secretary:
AST Secretaries Limited
Nominated adviser and broker:
Cavendish Capital Markets Limited
1 Bartholomew Close
London EC1A 7BL
Solicitors:
Fladgate LLP
16 Great Queen Street
London WC2B 5DG
Registrar:
MUFG Corporate Markets (Jersey) Limited
IFC5
St Helier
Jersey JE1 1ST
Auditor:
HaysMac LLP
10 Queen Street Place
London EC4R 1AG
02
Annual Report & Financial Statements 2024
Audioboom Group plc
Highlights
For the year ended 31 December 2024
Financial and operating highlights
•
2024 revenue of US$73.4 million, up 13% on 2023 (US$65.0 million). Audioboom’s revenue growth is ahead of the IAB’s
2024 industry growth forecast
•
Annual adjusted EBITDA1 profit of approximately US$3.4 million, up US$3.8 million on 2023 (adjusted EBITDA loss
US$0.4 million) and significantly ahead of the thrice upgraded 2024 market expectations
•
Record quarterly adjusted EBITDA of US$2.1 million in Q4 2024, reflecting a record 10% adjusted EBITDA margin
•
Significant growth of Showcase - our scalable, higher gross margin, tech-based, global advertising marketplace. Record
revenue of US$23.1 million, up 56% on 2023 (US$14.8 million) and reflecting the Company’s continued focus on growing
its highest gross margin product. In 2024, the revenue contribution of Showcase increased to 32% (2023: 23%)
•
2024 RPM(2) (average revenue per 1,000 downloads) of US$62.41, up 40% on 2023 (US$44.44)
•
Average 2024 monthly brand advertiser count of 8,414, up 9% on 2023 (7,727)
•
Average 2024 global monthly distribution of 98 million downloads and video views (2023: 121.9 million) following Apple’s
iOS17 update which reduced and rebased download reporting materially across the wider podcast industry
•
Group cash at 31 December 2024 of US3.9 million (31 December 2023: US3.7 million) with a further US$3.1 million
available via a recently increased overdraft facility
Key commercial developments
•
Signed a multi-year partnership with Triton Digital to utilise TAP, a technology tool to further scale and optimise advertising
inventory in Showcase and support the next phase of growth in our marketplace
•
Signed a multi-year commercial deal with Voxnest, as a major buy-side partner in Showcase to increase demand for the
marketplace
•
Multi-year partnership renewals with key creators including Tim Dillon, The Bulwark Network, Cryptic County, No Such Thing
As A Fish and Kendall Rae. These shows contribute more than 11 million downloads per month to the Audioboom
Creator Network
•
Further reduction of more than US$3.0 million of annual minimum guarantee obligations beginning Q1 2025, with further
reductions to our minimum guarantee exposure expected throughout 2025
•
Ended 2024 as the 4th largest podcast publisher in the US on the Triton Digital ranker, as well as 4th in Australia, 3rd in
Canada, 2nd in New Zealand and 7th in Latin America – highlighting the platform’s global scale
1
Earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements, material one-off items, and onerous
contract provisions and losses incurred
2
Previously referred to as eCPM, this KPI has been renamed RPM (Revenue Per Mille) to align with industry standards. There has been no change to the
calculation
03
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
Audioboom Group plc
STRATEGIC REPORT
Post year-end highlights
•
Launched a new partnership with Sounder to equip Showcase with Artificial Intelligence capabilities. Showcase will utilise
AI to expand our work with global blue-chip brands through contextual ad targeting and brand safety controls
•
Expansion of the Audioboom Creator Network through new tier one content partnerships, including Reading Reddit, Smosh
Mouth, Not Loveline, Take It Easy, Small Town Dicks, The Honeydew Podcast and Aware and Aggravated. These shows are
expected to contribute more than five million downloads and YouTube views per month to the Audioboom Creator Network
in 2025
•
Renewed key contracts with leading podcasts in our creator network including Lights Out, The Sesh, The Cycling Podcast,
Soder and Mile Higher. These shows are downloaded and viewed more than 15 million times each year
•
Increased our investment in the UK podcast market through a partnership with Hat Trick Productions – the company behind
Have I Got News For You – and hired into our UK sales team to further develop our brand partnerships at major UK
advertising agencies
Audioboom Group plc
STRATEGIC REPORT
Chairman’s Statement
04
Annual Report & Financial Statements 2024
I am pleased to introduce these annual results which reflect
upon the Company’s return to growth and profitability in
2024, having demonstrated its resilience during a challenging
2023, and which highlight a strong start to 2025 in what is
anticipated to be a record year ahead for revenue and profit
performance.
Whilst the return to revenue growth in 2024 was welcome,
even stronger potential growth was constrained by changes
brought about by Apple’s iOS17 update which impacted
download numbers (and associated revenue) materially across
the wider podcasting market. It is testament to the Company’s
business model that it was able to withstand these headwinds
and suffered less impact than many of its competitors.
Growth in other KPIs and areas of focus within the business
once again led to increased market share and reinforced the
Company’s position as one of the world’s largest independent
podcast companies in an industry that continues its rapid
maturity into mainstream media. It has been particularly
pleasing to see the outstanding growth in our highest gross
margin offering, Showcase, which resulted in us delivering
adjusted EBITDA materially ahead of market expectations.
The Board is confident that the business is well placed to
deliver upon expectations for record revenues and adjusted
EBITDA profitability across 2025, and is fully primed for
further future growth beyond this year.
In his CEO Review, Stuart Last provides further detail around
the Company’s strategy and focus, component parts of the
business, operational and financial performance, the start to
2025 and the outlook for the future.
I would like to take this opportunity to thank the entire
Audioboom team for their continuing professionalism and
commitment, and also to thank our shareholders and partners
for their loyalty and vision in supporting Audioboom as it
continues to grow.
Michael Tobin CBE
Chairman
8 April 2025
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
05
Annual Report & Financial Statements 2024
Introduction
2024 was another successful year in the development of
Audioboom as the world’s leading independent podcast
platform. Once again, we delivered double-digit revenue
growth – continuing our streak of outpacing industry growth
and capturing market share in the US and UK. During the year
we outperformed adjusted EBITDA guidance four times, and
demonstrated the strength of our business model in the final
quarter of the year by delivering an adjusted EBITDA margin
of more than 10%.
Key to our success was the continued growth of Showcase –
our global ad tech marketplace which provides an efficient
route for brands to advertise at scale and ensures podcasters
on the Audioboom Creator Network maximise the value from
their content. We created record levels of supply and bolstered
our internal brand advertising team, expanding our work with
blue-chip brands who utilise Showcase to target audiences.
This led to Showcase delivering more than 5 billion ads during
the year and growing its revenue by 56% versus 2023.
The podcast industry returned to growth in 2024 following a
global advertising market recession that impacted the market
throughout the previous 18 months. Although brands
returned to podcasting and budgets improved, the industry
faced further challenges in light of unexpected changes to
how Apple’s podcasting app downloaded content. This led to
a sharp and material decrease in download numbers across
the industry and, frustratingly, despite our strong progress in
2024, we estimate this change to have restricted our revenue
opportunity by approximately US$15 million during the year.
Our mission to power podcasting for creators was at the heart
of our growth plans as we launched new technology, tools
and services for our podcast partners. We consolidated our
position as the leading global independent podcast publisher,
as well as the leading global pure-play podcast publisher.
We are confident the momentum we saw across 2024 will
continue in 2025 with increased pricing and higher demand
for our inventory, and with more than US$63 million of
advertising sales booked at the date of this report, we are
confident in delivering our sales goals. Our continued focus
on high-quality revenue, through improved podcaster
contracts and our higher-margin Showcase advertising
product, will drive higher profitability. We’re excited to deliver
record performance for Audioboom in 2025.
Strategy
Audioboom powers podcasting. Our platform connects the
world’s best audio and video podcast content with
advertisers, and then distributes it to audiences globally. We
are an indispensable component in podcasting’s three-sided
marketplace of audience, advertiser and creator. Each is
important to the successful growth of the medium
individually – but they require Audioboom at the centre to
connect them all, to ensure they operate effectively and to
extract maximum value for all.
The Audioboom platform is efficient and scalable. Today it
handles more than 8,000 content channels, 10,000+
advertisers, and receives around 100 million downloads and
views monthly by a unique audience of more than 38 million.
Our growth strategy continues to focus on the expansion of
the Audioboom Creator Network where we platform the
world’s leading podcasts. We develop technology and
commercial products to optimise the value of that content.
Audioboom has developed three clearly differentiated
products to support this content growth:
•
Premium Advertising, in which leading podcast hosts
endorse products and brands to their engaged audience
natively within their shows. These ads drive actions in the
form of attributable product sales or awareness. This
advertising product is highly effective – the combination
of trusted influencers, engaged audiences, and third-party
attribution data – and enables campaigns to be sold at a
premium price point. Our Premium ad product – sold
exclusively by our in-house sales teams in the UK and the
US – is a key driver of revenue for the business,
contributing more than 54% of Group revenue in 2024.
•
Showcase is our automated ad tech-driven marketplace
which launched in 2021 and executes advertising
campaigns through Dynamic Ad Insertion (DAI). Our ad tech
consolidates the large supply of advertising inventory we
create and exposes it to a portfolio of demand channels
which include international monetisation partners, a self-
serve campaign booking platform, and a programmatic
ecosystem of demand-side platforms (DSPs) used by the
biggest advertising buyers in the world. 2024 was a very
successful year for Showcase – more than 5 billion
advertising impressions were sold in the marketplace (up
from 3.3 billion in 2023), it delivered more than 56%
revenue growth and contributed 32% of the Group’s
revenue (vs 23% in 2023).
Strategic Report
Governance
Financial Statements
Notice of AGM
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
06
Annual Report & Financial Statements 2024
•
Sonic is our brand platform focused on providing tools and
services directly to podcast advertisers. The platform
enables brands to execute high-value advertising
campaigns across the world’s biggest podcasts, and
provides partners with market-leading insights and ROI
data. Sonic has been a key pillar of Audioboom for the past
four years contributing approximately 14% of Group
revenue in 2024.
Operating Review
Key Performance Indicators
1. RPM (revenue per 1,000 downloads) in 2024 of US$62.41, up
40% (2023: US$44.44)
RPM is a measure of the value we extract from every 1,000
downloads on the platform, and how we optimise the supply
of available advertising inventory. Growth drivers for this KPI
include: increasing fill rates; increasing pricing; and increasing
available inventory per download. Strong 40% annual growth
in RPM was delivered mostly through inventory creation – we
generated 10.5 available advertising impressions per download
in 2024 versus 7.2 per download in 2023. A strengthening
monetisation model and higher demand season led to record
quarterly RPM in Q4 of US$75.62 (Q4 2023: US$58.82).
2. Average monthly brand advertiser count of 8,414 in 2024, up
9% on 2023 (7,727)
Brand advertiser count measures Audioboom’s active
customers across our advertising products. Key drivers of this
KPI include: the expansion of Showcase marketplace; addition
of new content genres to widen brand appeal; development
of relationships with new brands and agencies; overall market
growth and expansion of brands advertising in podcasts. The
early traction of our newly launched brand advertising team
focused on developing partnerships with global blue-chip
brands, together with an improving advertising market, led to
9% annual growth in this metric, and a record 10,165
customers in November 2024, our highest demand month.
3. Distribution in 2024 down 18% to 99.9 million (121.9 million
in 2023)
Distribution is a measure for the scale of our platform in terms
of audio downloads and video views. It enables accurate
comparisons to be drawn with our competitors. Distribution
drivers include organic audience growth of existing podcasts in
our network and the expansion of our network through the
signing of new creator partners. Apple’s iOS17 update removed
automatic downloading of back-catalogue content, negatively
impacting downloads across the industry in 2024 by an average
of 32%. Audioboom proved more resilient than the wider
industry with our distribution impacted by approximately 18%.
The effects of this change will be seen on a year-over-year basis
through Q1 2025, however, Audioboom is positive that this
change in consumption data will provide long-term revenue
upside opportunities due to the increased return-on-
investment brands advertising in podcasting will see through
more accurate audience data.
Overview of the Market
Podcasting returned to growth mode in 2024 following a
challenging 2023 as audience numbers and audience
engagement levels continued to build – people love
podcasting and that is highlighted in key data points1:
•
70% of Americans age 12+ have listened to a podcast
•
51% of those Americans age 12+ have watched a podcast
•
73% of Americans have consumed a podcast in either
audio or video format, representing an estimated
210 million people
•
55% of Americans age 12+ are now monthly consumers
of podcasts
This continued audience and consumption growth is leading
to expanded revenue opportunity for the industry through
advertising sales, and podcasting’s total addressable market is
expected rise to US$16 billion in 2030 – up from US$4 billion
in 20242. Audioboom is primed to capture a growing share of
this value.
Audioboom has consolidated its position amongst the world’s
leading podcast businesses, highlighted by the trusted
measurement services - Triton Digital’s Podcast Reports and
Edison’s Top Podcast Networks chart:
•
In Triton Digital’s US ranker Audioboom ranks as the third
largest publisher in terms of unique audience reach,
1
Source: Edison Research Infinite Dial study 2025
2
Source: Grand View Research, Podcast Market Size, Share, Trends & Growth Report 2030
Audioboom Group plc
STRATEGIC REPORT
07
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
•
In Edison Research’s 2024 list of largest podcast networks,
Audioboom ranks as the fifth, only beaten by Spotify,
SiriusXM, Amazon and iHeartMedia. Edison’s list is the only
ranker that measures all podcast companies.
On each measurement service Audioboom ranks as the
highest independent podcast publisher, as well as the highest
ranking pure-play podcast publisher.
While 2024 did not bring the expected uptick in M&A activity
in the sector – the only notable transaction being the acquisition
and consolidation of the advertising agencies Veritone One and
Oxford Road by private equity firm Insignia Capital – we are
anticipating that the structural growth of the medium and a
healthier advertising market will create improved sentiment and
increased M&A activity in the sector. Audioboom’s business
model, structure and performance continues to provide strong
optionality on our future path. Our global scale, ownership of
technology and commercial services will make us an attractive
proposition for strategic acquirers looking to fast-track a
leadership position in podcasting. Alternatively, our platform
model positions us to explore accelerated growth as an
independent business through targeted consolidation. Success
in making acquisitions will to some extent be dependent on
where our share price is so that we can effectively use our
equity in an accretive manner. As always, the Board will continue
to strive to deliver maximum shareholder value.
Financial Review
Audioboom returned to growth mode in 2024 recording total
revenue
of
US$73.4
million,
up
13%
on
2023
(US$65.0 million) and reflecting the return of brands
advertising in the sector following a challenging 2023. The
Company benefitted from the many operational improvements
and enhancements implemented during 2023 and 2024,
delivering a return to adjusted EBITDA (earnings before
interest, tax, depreciation, amortisation, share based payments,
non-cash foreign exchange movements and before exceptional
items, including the provision for, and losses on, two onerous
contracts) profit in 2024 of US$3.4 million, up US$3.8 million
on 2023 (adjusted EBITDA loss of US$0.4 million), having
upgraded adjusted EBITDA market expectations four times.
Audioboom recorded a record quarterly adjusted EBITDA
profit of US$2.1 million in Q4 2024, reflecting a record 10%
adjusted EBITDA margin for that quarter.
In 2024, as in the prior year, the vast majority of Group
revenue (98%) was generated in the United States - which is
the largest and most developed market for podcasting. In
2024, Premium revenue grew by 10% year on year to
US$39.7 million (2023: US$36.1 million), contributing 54% of
total revenue (2023: 55%). There was exceptional growth
once again in Showcase revenue, which increased 56% year
on year to US$23.1 million (2023: US$14.8 million),
contributing 32% of Group revenue (2023: 23%) due to
inventory increasing by over 50%. Sonic Integrated Marketing
revenue decreased by 26% year on year to US$10.5 million
(2023: US$14.2 million), contributing 14% of Group revenue
(2023: 22%) due to the reduction in the average number of
brands spending with Sonic to 5 brands in 2024 (2023: 7).
The Group continues to focus on higher quality revenue
generating higher gross margins.
The Group recognised an improved gross margin in 2024 of
21.5%, excluding the impact of onerous contracts (2023:
17%), with the gross margin increasing as the year progressed.
Gross margin by quarter was as follows: Q1 2024: 16%, Q2
2024: 18%, Q3 2024: 20% and Q4 2024: 24%. This
improvement in gross margin reflects the seasonality of
revenue recognised, as the second half of the year is typically
stronger than the first half. In addition, the seasonality of
revenue recognised means that podcast contracts with
minimum guaranteed (“MG”) revenue share for podcast
creators have invariably met the MG requirements as we
enter the latter stages of the year and, therefore, a lower level
of MG “true-ups” are required in the second half of the year
and a higher gross margin is recognised. In 2023, during the
advertising market downturn, lower sales revenue resulted in
the Company needing to utilise its share of advertising
revenue to satisfy a small number of podcaster MGs, which
in turn impacted the gross margin recognised. In 2024 no
further loss-making, onerous contracts were recognised, with
the two onerous contracts provided for in 2023 expected to
roll out of contract on 31 January 2025 and 31 December
2025 respectively.
The Company continued to control overheads very well during
the year and we continue to align staff globally to ensure that
every employee contributes to the growth of the business. This
is in important point when assessing our performance, with an
opex base which is not expected to materially increase in the
coming years - as revenue continues to grow, more of it will flow
08
Annual Report & Financial Statements 2024
through to profitability and in 2026, once our onerous contracts
have expired, into cash generation. The Company was able to
report opex (excluding interest, tax, depreciation, amortisation,
share based payments, non-cash foreign exchange movements
and material one-off items) of US$11.0 million, just 6% higher
than in 2023 (US$10.4 million). We continue to monitor the
cost base closely and align it to the Company’s operational
demands and this will continue into 2025 as we focus on areas
that we believe can drive further revenue growth. The average
headcount for 2024 was 40 (2023: 39) and this is not expected
to materially increase during 2025.
The total profit before tax for the year was US$0.9 million, a
significant
improvement
on
the
prior
year
(2023:
US$16.8 million total loss before tax) mainly due to the
US$7.4 million provision for the future estimated net loss of
the two onerous contracts and the US$5.1 million loss incurred
on those contracts in 2023. The Company saw a cash inflow
from operating activities of US$0.1 million (2023: cash outflow
of US$4.5 million), mainly due to the improvement in trading
year on year. The Company continues to operate an extremely
efficient working capital cycle which is now well established in
terms of processes built and refined over the last six years.
Debtor collections continue to be strong and, over the
last five years, collections have averaged 96% of revenue
recognised in the year. In 2024, debtor days of 82 are reported,
1 higher than the 81 reported in 2024 - we continue to remain
below our ongoing debtor day target of 90 days. The Company
continues to incur very minimal bad debt write offs
(US$0.1 million in both 2024 and 2023) and average payable
days increased to 82 in 2024 from 68 in 2023, reflecting the
return to revenue growth in Q4 2024 which led to an increase
in year-end partner payments that have been satisfied in
Q1 2025.
The Company ended 2024 with cash of US$3.9 million.
In addition, the Company had access to a US$3.1 million
overdraft facility with HSBC which was increased from
US$1.9 million in November 2024. Therefore, the Company
had access to circa US$7.0 million going into 2025, with the
Company being fully funded for its current growth trajectory.
Outlook
2025 is set to be a record year for Audioboom, and we have
made a positive start in the first three months, delivering 10X
adjusted EBITDA growth (US$0.7 million vs. Q1 2024:
US$0.07 million).
We are focused on creator partnerships that generate higher
quality revenue for the business and as such we must be
disciplined in our approach to our contracting. This may
slow-down top-line growth on occasion, but is important to
maintain our good health – as such, in the first quarter we
intentionally relinquished a number of lower performing
contracts, replacing them with higher-quality revenue that will
drive profitability. So while our Q1 revenue of US$17.3 million
had a lower growth rate (up 1% vs 2024: US$17.1 million) it
was exactly what we needed in order to achieve our 2025
goals. I do expect our revenue growth rate to accelerate
through upcoming quarters as key new content partnerships
including Smosh Mouth and Reddit Stories come online.
In 2025 our main investments will once again be into our sales
operation, specifically the growth of our brand awareness team
tasked with bringing a new group of blue-chip customers to
Audiobooom. During the first quarter we made the first of
those investments with the hiring of Liv Suco, formerly of
Global Media and Sony Music Entertainment, to drive our sales
in the UK.
Showcase continues to grow strongly (Q1 2025 up 36% vs
Q1 2024), and our recently announced partnerships will
provide strong revenue upside in 2025. Our implementation of
Triton Digital’s TAP technology will optimise inventory
management and targeting capabilities, while our commercial
partnership with Voxnest will increase the exposure of our
advertising inventory to demand side platforms. Our integration
with Sounder will use AI to provide brand safety guidance to
customers – imperative to striking deals with blue chip brands
globally – as well as enabling us the ability to offer contextual
ad targeting to our customers at a premium price point.
Audioboom is striving to build the world’s leading podcasting
business, and I am pleased with the start we have made in
2025 as we focus on delivering a record year for the business.
We therefore remain confident in at least meeting market
expectations for the current financial year and beyond. I would
like to thank our creators, clients, customers and partners, as
well as our incredibly talented Audioboom team and our
supportive shareholders.
Stuart Last
Chief Executive Officer
8 April 2025
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
09
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
The Board and management regularly review and monitor the key risks involved in running and operating the business. The future
success of the Group is dependent on the Board’s ability to implement its strategy. The model for the future development of the
Group is reliant on its ability to achieve and maintain a critical mass of quality content providers and its ability to derive advertising
revenue from agencies and users of advertising who want to access the audience for Audioboom’s services. The table below sets
out a number of the material risks together with relevant mitigating factors:
Risk
Description
Mitigation
Industry risk
The Board believes that it has adopted a competitive
business strategy, as described further in this Strategic
Report, which it continues to monitor and adapt as
required.
Management monitors the Group’s financial
performance closely with a very strong focus on
cash control. The Company continued to fulfil all of
its partner contractual minimum guarantees in the
year with Group cash increasing by US$0.2 million,
ending the year with US$3.9 million. To supplement
available cash reserves, the HSBC overdraft was
increased in November 2024 from £1.5 million to
£2.5 million. The overdraft is subject to an annual
renewal process and has a renewal date of 30 May
2025.
Forecasts have been prepared on a base case basis
and the Group’s available funds are expected to be
sufficient to continue to fund the Group’s return to
growth. The forecasts assume that contracts that
have a minimum guarantee are renegotiated on
more favourable terms.
Cash flow modelling, sensitivity testing and business
contingency planning have all been completed to
make this assessment and will be kept under
constant review.
The Group operates within competitive markets
and its business, results, operations and financial
condition could be materially adversely affected by
the actions of its competitors and suppliers.
The Group’s competitors could bring superior scale,
better known brands, deeper experience or more
compelling products to bear against the Group’s
existing and potential business. Intense competition
could increase pricing pressure in the market,
manifested, for example, through declining revenue
shares, or increased reliance on the payment of
advances or minimum guarantees ahead of
commercial deals.
Whilst the Group’s underlying financial performance
continued to improve in 2024 (and 2025 to date)
after a challenging 2023, until the Group returns to
a sustained positive cash generative position, the
funding of its operations and overheads, together
with future growth and expansion, all place demand
on the Group’s overall cash resources.
Any adverse events relating to the Group’s business,
such as a significant shortfall in revenue in relation
to the Group’s expectations, would have an adverse
effect on the Group’s business, operating results and
financial condition.
Liquidity risk
10
Annual Report & Financial Statements 2024
Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
(continued)
Risk
Description
Mitigation
The Board will continue to ensure that the
management team are appropriately incentivised
and that there is scope to appropriately incentivise
new key personnel where required. Audioboom
operates a share option scheme which enables
employees to become defacto owners of the
business and to benefit from continued growth in
the Company.
As the industry professionalises, an increasing
amount of new business opportunities with top tier
podcasts comes via talent agencies and
management companies. Audioboom invests time
and resource to develop and maintain strong
working relationships with these groups to ensure
we remain part of inbound opportunity. Top tier
podcasts may require minimum guarantees against
annual revenue potential and recoupable advance
signing on fees. These incentives are appropriately
modelled to ensure that only potentially profitable
partners are offered such terms. The Company is
currently focused on reducing its minimum
guarantee obligations through the restructuring of
content partner contracts, offsetting these
reductions with other non-monetary services,
including marketing, production and distribution in
order to continue being competitive.
The Group has proven that the monetisation of
podcasts is a viable advertising opportunity and it
works with a growing number of advertising
agencies and brands in the UK and the US to
continue to build revenues, as well as advertising
partnership agreements in Australia, New Zealand
and Canada.
While Audioboom’s revenue is significantly exposed
to the health and performance of the general
advertising market, the Company is actively
diversifying its advertising model, including: the
development of a ‘brand awareness’ sales unit; the
strong growth of programmatic ad-tech; its brand-
direct platform through Sonic; and its global
advertising partnerships. This will spread risk should
elements of the advertising market (either product
or location-based) be impacted negatively by wider
economic conditions.
Success of the Group’s strategy relies heavily on the
on-going process of securing commercial deals with
high quality third party content creators, and
renewing partnerships with key existing shows.
There is increasing competition in the industry to
both sign and secure these partnerships as larger,
well-funded media organisations and broadcasters
focus on podcasting. Key competitors in the
independent sector of podcasting include Spotify,
Amazon and Sirius XM.
Any adverse events relating to the Company’s
business such as a significant shortfall in revenue in
relation to the Company’s expectations could have
an adverse effect on the Company’s ability to
satisfy minimum guarantees in place with partners
and as such may place individual contracts as risk of
being loss making and onerous with the Company
not able to generate sufficient advertising revenue
in excess of the agreed minimum guarantee.
Continued growth
in content
partners
The Group is highly dependent on key members of
the management team. Their services cannot be
guaranteed and the loss of their services may have
a material adverse effect on the Group’s
performance. There can be no assurance that the
Group will be able to attract and retain all personnel
necessary for the future development and
operation of the business.
Retention/
attraction of key
staff
Success of the Group’s strategy relies heavily on its
ability to monetise advertising opportunities. The
ability to generate advertising revenue from social
and digital media sites is now well established as
major companies operating in this space have built
up revenues from advertisers who value access to
the user groups that are regular visitors to these
sites. There can be no assurance that the Group will
be successful in continuing to build these revenues
if it is exposed to greater competition or suffers
lower growth in listens on the platform as well as
other factors.
Recent changes to Apple’s podcast app (part of the
iOS17 update in September 2023) have reduced
downloads across the wider podcast industry by an
average of 32%.
Ability to
monetise the
advertising
opportunity
11
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
Risk
Description
Mitigation
The impact of the Apple podcast app change does
not materially impact revenue from Audioboom’s
premium advertising product or the Sonic brand-
platform. In order to offset the impact on the
Company’s programmatic ad platform it has actively
engaged with content partners to increase the
number of adverting slots made available for sale
within each podcast episode on the platform.
Additionally, the Company will continue to add new
podcasts to the platform that will grow downloads
and advertising inventory levels.
The Group strives to continually innovate in terms
of its technology, products and services and also
recognises opportunities to utilise third party
technology solutions when it does not have the
financial or staffing resource to innovate itself.
The Voxnest and Amazon cloud infrastructure and
distributed content system ensures that many
multiple copies of the entire Group’s web
architecture and growing content library are
distributed across multiple nodes of the content
distribution network. This ensures that if one node
were to fail, then the Group’s architecture and
content could still be accessed by users via other
nodes in the network.
Audioboom operates a content complaints
procedure that enables listeners to flag concerning
content directly to an editorial team made up of
senior staff members. The editorial team consider
complaints within the framework of our terms and
conditions, which give us unlimited rights to remove
content, remove content channels and block users
to ensure that we are able to maintain a controlled
environment for consumers to access appropriate
content.
The Company has re-structured contracts with
content partners to enable them to collect music
licensing costs from podcasters.
Technologies used by the Group may have a shorter
commercial life than anticipated due to the
invention or development of more successful
technology or applications by competitors who may
have greater financial, marketing, operational and
technological resources than the Group.
Technology
Audioboom’s platform is hosted externally by
Voxnest and Amazon. The Group cannot guarantee
that there will not be any disruption in the
availability or performance of the platform, or the
terms on which it is made available, which could
have a material adverse effect on the Group and its
business and prospects.
IT infrastructure
Audioboom provides a platform for third party
content. Some of the content may be unsuitable,
illegal or defamatory and as such there is a risk that
claims may be made against the Group. Audioboom
is a provider rather than a publisher and as such
should not be liable for content. If, however,
Audioboom is held to have published the offending
content, that could have a material adverse effect
on the Group.
Audioboom is aware that music licensing costs may
be incurred in the future in respect of music played
in podcasts on the platform.
Content
Audioboom Group plc
STRATEGIC REPORT
Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
(continued)
12
Annual Report & Financial Statements 2024
Risk
Description
Mitigation
The Group has developed a separate Customer
Relationship Management system for Sonic
Integrated Marketing so that no key data is shared
across the two businesses. Only a small, controlled
number of senior staff are able to access both sets
of data.
The Strategic Report was approved by the Board of Directors on 8 April 2025 and was signed on its behalf by:
Stuart Last - Chief Executive Officer
Competitive
conflict
Sonic Integrated Marketing operates on the buy-
side of the advertising divide. As such there are
some conflicts with Audioboom which operates on
the sell-side. Podcast networks that are competitors
with Audioboom may take issue with sharing data
or creating partnerships with Sonic Integrated
Marketing for fear of data being shared internally or
helping a rival grow. This may impact Sonic
Integrated Marketing’s ability to grow.
13
Strategic Report
Governance
Financial Statements
Notice of AGM
Michael Tobin CBE
Stuart Last
Brad Clarke
Non-executive Chairman
Chief Executive Officer
Chief Financial Officer
Brad is a Chartered Accountant,
having qualified with Grant
Thornton in 2009 and he has
extensive experience of working in
finance in the media industry
having previously worked at fellow
AIM listed company Brave Bison
Group plc, where he was Group
Finance Director. Brad previously
worked for News UK for over five
years progressing through roles in
Internal Audit, Group Reporting
and latterly being the Financial
Controller of the Handpicked
Collection.
Brad joined Audioboom in March
2018 and was appointed to the
Board in September 2018.
None
None
Executive – non-independent
Before joining Audioboom,
Stuart ran podcast operations at
Voxnest in New York City.
He previously held executive
positions at the BBC in London,
controlling digital strategy for
BBC Radio 2, the UK’s biggest
radio station and overseeing the
development of key brands at
BBC Radio 1, including the
world-renowned Live Lounge.
Stuart joined Audioboom in
2014 and, as Chief Operating
Officer, he launched the
business in the U.S, leading all
strategy, business development,
sales and marketing operations.
Michael is a serial technology
entrepreneur and philanthropist.
As the former ‘maverick’ Chief
Executive Officer of Telecity
Group PLC (now Equinix Inc.),
the FTSE 250 data centre
operator, he grew the company
from a market capitalisation of
£6 million to £1.6 billion at the
time of his departure. After
stepping down from his role at
Telecity Group PLC in 2014,
Michael turned his attention to
supporting entrepreneurs,
businesses and leaders in the
digital and technology space.
He received The Order of the
British Empire from Her Majesty
the Queen for Services to the
Digital Economy in 2014.
Background
and experience
Stuart was appointed CEO in
September 2019 and joined the
Board in December of that year.
Michael joined the Board and
became Chairman in September
2018.
Date of
appointment
None
Michael serves on multiple
technology company boards
across four continents, including
Chairman of AIM listed BigBlu
Broadband plc.
External
appointments
None
Michael serves on the Audit
Committee and chairs the
Remuneration Committee.
Committee
memberships
Executive – non-independent
Due to the Company having
granted warrants to Michael at
the time of his appointment, he
is not automatically considered
to be an independent Director.
Therefore, the Board has
reviewed his status and
considered whether this award
of warrants might be considered
to impact upon his
independence. Following this
review, and noting that Michael
has now exercised all such
warrants, the Board consider that
Michael continues to exercise
independence as a Director.
Independence
Audioboom Group plc
GOVERNANCE
Board of Directors
Annual Report & Financial Statements 2024
14
Roger Maddock
Steven Smith
Non-executive Director
Non-executive Director
Steven qualified as a chartered
accountant at BDO and
subsequently as a chartered tax
adviser whilst at KPMG. He has
held a number of senior financial
positions at large public and
private businesses. Steven has
been a close adviser to the
Candy Brothers for over 20 years
and currently runs Candy
Ventures sarl, Nick Candy’s
private investment fund based in
Luxembourg.
Steven joined the Board in
August 2016.
Steven holds a number of
directorships, including Candy
Ventures sarl, a significant
shareholder in the Company.
Steven serves on the Audit
Committee and the
Remuneration Committee.
Due to his directorship of, and
shareholding in, Candy Ventures
sarl, Steven is not considered to
be an independent Director.
Roger worked in the finance
industry in Jersey from 1981,
specialising in fund
administration. He was a partner
in a local chartered accountancy
practice and a director of Worthy
Trust Company Limited until it
was sold to Allied Irish Banks (CI)
Limited in 1999 where he was a
director of that bank’s trust and
fund administration companies
until 2001. He was the Managing
Director of Equitilink
International Management
Limited and a director of several
of the underlying funds of the
group.
Background
and experience
Roger joined the Board on the
Company’s incorporation
(originally as The Off-Plan Fund
Limited) in April 2003.
Date of
appointment
Roger holds a number of
directorships of private
investment companies.
External
appointments
Roger chairs the Audit
Committee and serves on the
Remuneration Committee.
Committee
memberships
Due to his length of tenure, Roger
is not automatically considered to
be an independent Director.
Therefore, the Board has
reviewed his status and
considered the fact that the
strategy and shareholders of
Audioboom are materially
different following its 2014
reverse acquisition and that Roger
is sufficiently removed from the
day-to-day operations of the
Company to retain a critical and
independent view. Following this
review, the Board consider Roger
to continue to exercise
independence as a Director.
Independence
Audioboom Group plc
GOVERNANCE
Board of Directors
(continued)
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
The Directors present their report together with the audited financial statements for the period ended 31 December 2024.
Strategic Report
Details of the Group’s strategy and business model during the period and the information that fulfils the requirements of the
strategic report can be found in the Strategic Report on pages 4 to 12. An indication of likely future developments in the
business of the Group are included in the Strategic Report, which is deemed to form part of this report by reference.
Corporate Governance Report
The Corporate Governance Report set out on pages 19 to 23 forms part of this report.
Results and dividends
The consolidated statement of comprehensive income for the period is set out on page 35. No dividend has been declared or
is proposed for the period (2023: nil).
Directors and their interests
The Directors who served during the period are set out below, together with their beneficial interests in the ordinary shares
of the Company. Biographical details are included on pages 13 and 14.
31 December 2024 31 December 2023
Ordinary Ordinary
shares of Share shares of
Share
no par value options no par value
options
Brad Clarke 5,000 313,334 5,000
330,000
Stuart Last 41,236 355,334 41,236
372,000
Roger Maddock 359,0001 – 356,0001
–
Steven Smith2 4,764 – 4,764
–
Michael Tobin 870,000 – 787,587
–
1 includes an indirect interest in 40,000 shares held by The Preston Trust, a trust established for the benefit of the family of Roger Maddock
2 Steven Smith is a director and 10% shareholder of Candy Ventures sarl, which held 1,997,602 ordinary shares in the Company as at 31 December 2024. In
addition, Nick Candy, a director and 90% shareholder of Candy Ventures sarl, had an interest in 335,000 ordinary shares. At the period end, Candy Ventures sarl
also held 37,500 warrants to subscribe for ordinary shares in connection with the provision of historic guarantees by SPV Investments Limited (“SPV”) to certain
podcast partners. Candy Ventures sarl was a 50% shareholder in SPV.
Further details in respect of the share options and warrants held by Directors are set out in the Remuneration Committee
Report on pages 24 to 26.
Substantial shareholdings
At the date of this report, the Company was aware of the following interests in 3% or more of its issued voting share capital:
Shareholder % holding
Nick Candy1 14.2%
Mark Horrocks and family interests 6.0%
Michael Tobin 5.3%
Herald Investment Management Limited 4.4%
1 including holdings via Candy Ventures sarl of which Nick Candy is a 90% shareholder
Employee involvement
Our employees are one of our most important stakeholder groups. The Group’s policy is to encourage involvement at all levels,
as it believes this is essential for the success of the business. Through an annual survey, employees are encouraged to present
Audioboom Group plc
GOVERNANCE
Directors’ Report
15
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Directors’ Report
(continued)
their views and suggestions in respect of the Group’s performance and policies. The Board also seeks to deepen employee
engagement through the extensive reach of its share option scheme to all levels of staff.
Financial risk management objectives and policies
The Group’s financial instruments comprise cash, liquid resources and various items, such as trade receivables and trade payables
that arise directly from its operations. The main risks arising from the Group’s financial instruments are currency risk, interest
rate risk, credit risk and liquidity risk. The Directors review the policies for managing each of these risks on an on-going basis
and they are summarised in note 21 to the financial statements. These policies have remained unchanged from previous periods.
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient
funds to continue in operational existence for at least twelve months from the date of approval of the financial statements.
The Group ended the year with access to US$3.9 million of cash and a US$3.1 million HSBC overdraft remaining available to
draw down. The overdraft is subject to an annual renewal process and has a renewal date of 30 May 2025. At the date of this
report, there is no indication that the HSBC overdraft will not be renewed, but should the HSBC overdraft not be renewed,
then the Board believes that it would be able to obtain alternative financing options that can be called upon, if required. The
Board’s forecasts for the Group, including due consideration of the business forecasting an increase in adjusted EBITDA profit
in 2025, projected increase in revenues and cash utilisation of the Group, and taking account of reasonably possible adverse
changes in trading performance, including changes outside of expected trading performance, indicate that the Group will have
sufficient cash and financing facilities available to continue in operational existence for the next 12 months from the date of
approval of the financial statements and beyond. This includes considering those partner contracts that have minimum
guarantees attached to them and assessing whether there will be any adverse effect should there be prolonged adverse trading
performance. Based on the Board’s forecasts, the Group considers that it will not require additional funding for the foreseeable
future for the purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to
manage its business risks, and longer-term strategic objectives, successfully.
Management has carried out sensitivity analyses of the Group’s cash flow models to assess the impact of a range of possible
outcomes, including lower than anticipated revenues, and the mitigations that the Group has available to it, including a reduction
in overhead costs, active working capital management and the availability of finance from HSBC. Accordingly, the Directors
are satisfied that the Group will continue to be able to meet its ongoing liabilities as and when they fall due in reasonably
foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.
Change of control
The Company is not party to any contracts which enable the counterparties to alter or terminate those arrangements in the
event of a change of control of the Company.
The Group does not have any agreement with a Director or officer that would provide compensation for loss of office or
employment resulting from a takeover, except that provisions of the Group’s share plans and warrant instruments may cause
options and awards granted under such plans or instruments to vest on a takeover or other change of control.
Directors’ indemnity and insurance
Pursuant to the Company’s articles of association, the Company has granted an indemnity to its Directors and officers under
which the Company will indemnify them, subject to the relevant article, against all costs, charges, losses and liabilities incurred
by them in the performance of their duties. The Company has also arranged directors’ and officers’ liability insurance.
Directors’ responsibility statement
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable
law and regulations.
16
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Strategic Report
Governance
Financial Statements
Notice of AGM
Company law requires the Directors to prepare Group financial statements for each financial period.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing the Group
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 they have been prepared in accordance with UK adopted international accounting standards; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure
that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in Jersey governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement as to disclosure of information to the auditor
The Directors who were in office on the date of approval of these financial statements have confirmed that, as far as they are
aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has confirmed that they
have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit
information and to establish that it has been communicated to the auditor.
Auditor
On 18 November 2024, the Company’s auditor changed its name from haysmacintyre LLP to HaysMac LLP. HaysMac LLP
offer themselves for reappointment as auditors in accordance with Article 113 of the Companies (Jersey) Law 1991.
Forward looking statements
These reports and financial statements contain certain forward looking statements which are subject to assumptions, risks and
uncertainties; actual future results may differ materially from those expressed in or implied in such statements. Many of these
assumptions, risks and uncertainties relate to factors that are beyond the Group’s ability to control or estimate precisely. The
forward looking statements reflect the knowledge and information available at the date of preparation of this report, and will
not be updated during the year. These forward-looking statements include all matters that are not historical facts. They appear
in a number of places throughout these reports and financial statements and include statements regarding the current
intentions, beliefs or expectations of the Directors or the Group concerning, among other things, the results of operations,
financial condition, prospects, growth and strategy of the Group, and the sector in which it operates. In particular, the statements
regarding the Group’s strategy and other future events or prospects are forward-looking statements. Nothing in this Annual
Report should be construed as a profit forecast.
17
Annual Report & Financial Statements 2024
Annual General Meeting
All registered holders of ordinary shares are entitled to attend the annual general meeting of the Company (AGM). They are
also entitled to speak at general meetings of the Company, to appoint one or more proxies or, if they are corporations, corporate
representatives, and to exercise voting rights. The notice of meeting specifies deadlines for exercising voting rights and
appointing a proxy or proxies to vote in relation to resolutions to be put to the AGM.
ON BEHALF OF THE BOARD
Stuart Last
Chief Executive Officer
8 April 2025
Company registration no: 85292 (Jersey)
Audioboom Group plc
GOVERNANCE
Directors’ Report
(continued)
18
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
Responsibility for good governance lies with the Board. This Corporate Governance Report details the corporate governance
arrangements which the Company currently has in place and the steps being taken to further enhance good governance within
the Company and the Group.
Compliance statement
The Directors recognise the importance of good corporate governance and the Company adopted the Quoted Companies
Alliance Corporate Governance Code (the ‘QCA Code’) in line with the London Stock Exchange’s changes to the AIM Rules
requiring all AIM-quoted companies to adopt and comply with a recognised corporate governance code. The underlying
principle of the QCA Code is that ‘the purpose of good corporate governance is to ensure that the company is managed in an
efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term’.
The Company’s full statement of compliance with the QCA Code is available on the Company’s website,
www.audioboomplc.com, including a table describing in broad terms how the Company addresses the key governance principles
defined in the QCA Code.
The Board intends to review annually how its corporate governance arrangements comply with the provisions of the QCA
Code and in which respects it might further develop its existing arrangements and processes to the extent it believes that
these will support its medium to long term success.
Key governance related matters during the period
During 2024 and since the period end, the following key governance matters were addressed, amongst others:
•
Board self-evaluation process, including review of Board composition
•
Executive management remuneration review – benchmarking remuneration packages, setting and monitoring performance
targets, and consideration of most appropriate long term incentive schemes
•
Targeting of long-term institutional investors
Role of the Board and management
The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is
responsible for the overall management and corporate governance of the consolidated entity including its strategic direction,
establishing goals for management and monitoring the achievement of these goals. Further details on the Company’s business
model and strategy are contained within the Strategic Report on pages 4 to 12.
From time to time, the Board may delegate or entrust to any Director holding executive office (including the CEO) such of its
powers, authorities and discretions for such time and on such terms as it thinks fit. The Board has adopted a ‘delegation of
Board authority’ which establishes those matters which it is considered appropriate remain within the overall control of the
Board (or its committees) and those which are delegated to the CEO (or onwards as appropriate). In addition to overall Group
strategy, the Board approves the annual budget and retains control over corporate activity (mergers, acquisitions, joint ventures,
material disposals and investments) and material contract and financing decisions (over and above set value/credit-risk limits).
Management’s role is to implement the strategic plan established by the Board and to work within the corporate governance
and internal control parameters established by the Board.
Audioboom Group plc
GOVERNANCE
Corporate Governance Report
19
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Role of Chairman and Chief Executive Officer
There is a clear division of responsibilities between the running of the Board and the executive responsible for the Group’s
business.
The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting the agenda for Board meetings.
Once strategic objectives have been agreed by the Board, it is the Chief Executive Officer’s responsibility to ensure they are
delivered upon and consistently to be accountable to the Board. The day to day operations of the Group are managed by the
Chief Executive Officer and his management team.
Board processes
The full Board meets monthly and at any other time as may be necessary to address any specific significant matters that may arise.
The agenda for Board meetings is prepared in conjunction with the Chairman. Submissions are circulated in advance and for regular
Board meetings will include operational and financial updates together with papers relating to specific agenda items.
Management prepare finance reports ahead of each regular Board meeting which allow the Board to assess the Company’s activities
and review its performance. In addition to the Executive Directors, other members of management may be involved in Board
discussions as appropriate.
To assist in the execution of its responsibilities, the Board has established an Audit Committee and a Remuneration Committee
(which can also sit as a Nominations Committee where required) and a framework for the management of the consolidated entity
including a system of internal control.
Risk management and internal control
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. This
includes financial, operational and compliance controls and risk-management systems. There is an on-going process carried
out by executive management, the Board and the Audit Committee for identifying, evaluating and managing the principal risks
faced by the Company. The Board has reviewed the effectiveness of the system of internal control during the period. The
systems have been in place for the period under review and up to the date of approval of the annual report and accounts.
The Company has established financial controls and procedures which have enabled the business to build suitable frameworks
allowing it to grow at scale despite maintaining a relatively low headcount. The key financial processes of completing formal
monthly financial close, delivering monthly key financial data to the Board, formalised payment run reviews, structured debtor
collection and detailed budgeting and forecasting process have all benefitted from the continuing and evolving automation
within the business, specifically focused around the development of the Group’s advertising booking system and the Group’s
Netsuite accounting system, which was implemented in 2022.
A summary of the current principal risks and uncertainties is set out in the section of that name in the Strategic Report on
pages 9 to 12. Risks facing the Group will continue to be evaluated at each Board and Audit Committee meeting. Internal
control systems are designed to meet the Company’s particular needs and the risks to which it is exposed. Accordingly, the
internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by
their nature can only provide reasonable and not absolute assurance against misstatement and loss.
20
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Strategic Report
Governance
Financial Statements
Notice of AGM
Composition of the Board
The Board currently comprises five Directors. Further detail on the Directors and independence of the Board are included on
pages 13 and 14 of this Annual Report. The number and/or composition may be changed where it is felt that additional expertise
is required in specific areas, or when an outstanding candidate is identified.
The composition of the Board is determined using the following principles:
•
a majority of the Board should be non-executive Directors,
•
the role of Chairman is to be filled by a non-executive Director,
•
the Board should have enough Directors to serve on various committees of the Board without overburdening the Directors
or making it difficult for them to fully discharge their responsibilities,
•
Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and
thereafter Directors are subject to retirement by rotation and re-election every three years.
The Company Secretary is a Jersey based professional services company in order to conform with Jersey requirements. The
Board has therefore appointed a corporate and governance consultant to assist and advise it in respect of its responsibilities
and best practice. The consultant attends all Board and committee meetings (which are held in the UK) in which he in effect
carries out a number of the duties and responsibilities of a company secretary.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the
Company. Where the Board believes that a significant conflict exists, the Director concerned is either not present or does not
take part in discussions and voting at the meeting whilst the item is considered.
Independent professional advice and access to Company information
Each Director has the right of access to all relevant Company information and to the Company’s management and, subject to
prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. A copy of any
advice received by the Director is to be made available to all other members of the Board. No such advice was sought during
the period.
Committees
Audit Committee
The report of the Audit Committee is set out on pages 27 to 28.
Remuneration Committee
The report of the Remuneration Committee is set out on pages 24 to 26.
Nominations Committee
Where required, the Remuneration Committee may also sit as the Nominations Committee (see table below). However, the
role of the Nominations Committee may also be fulfilled by the full Board. The objectives of such Committee are:
•
to ensure that the Company has a formal and transparent procedure for the appointment of new executive and
non-executive Directors to the Board;
•
to ensure that the Company reviews the balance and effectiveness of the Board and the senior executive management
team, identifying the skills and experience needed for the next stage in the Company’s development and those individuals
who might best provide them, including appropriate succession plans and considering possible internal candidates for future
Board roles.
21
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Directors’ attendance record
The following table provides details of attendance by Directors (and/or their alternates where applicable) at Board and
Committee meetings held during the period. The majority of these meetings were held via videoconference.
Board
Audit Committee Remuneration Committee
Number of
Number
Number of
Number
Number of
Number
meetings
attended
meetings
attended
meetings
attended
Brad Clarke
11
11
Stuart Last
11
11
Roger Maddock
11
11
2
2
1
1
Steven Smith
11
10
2
2
1
1
Michael Tobin
11
11
2
2
1
1
Time commitment
The Executive Directors are full time employees of the Group. The non-executive Directors are committed to at least
15 working days per annum on Company business (20 days for the Chairman).
Board effectiveness and evaluation
Post period end, the Board carried out a self-evaluation of Board effectiveness, pursuant to which each Director anonymously
completed a questionnaire covering various matters of governance, setting out their own key objectives for the Board, scoring
the Board and committees’ effectiveness and providing feedback and recommendations on areas that might benefit from
further review or improvement.
Key themes, and focus items, arising from this process were:
•
consideration of additional non-executive Director(s), with focus on US podcast industry experience and greater diversity
•
succession planning
•
consideration of strategic growth opportunities
•
addressing shareholder register and attracting institutional investors
Each of the above remain under consideration.
22
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Strategic Report
Governance
Financial Statements
Notice of AGM
Corporate culture
The Board aims to lead by example and do what is in the best interests of the Company. A large part of the Group’s activities
is centred upon what needs to be an open and respectful dialogue with the key stakeholders, and so in order to grow our
business it is vital that all our employees act in a way that reflects the values of the business.
The Group has developed a set of Company values. All employees are invited to contribute ideas to the Company values and
the Board is able to consider whether the Company’s values are being recognised through feedback received from employees.
The Company also seeks to be an equal opportunities employer, addressing its corporate social responsibility by promoting
equality and diversity in its workforce. The Company operates an annual diversity, equity and inclusion employee survey.
The Group also has a system of performance incentives and a share option scheme to reward staff for performance.
The role of shareholders
The Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the Company’s
state of affairs. Information is communicated to shareholders as follows:
•
the release of announcements, trading updates and interim and annual financial statements through the Regulatory News
Service and on the Company’s website,
•
the full annual financial report is sent to all registered shareholders,
•
proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of
shareholders, and
•
notices of all meetings of shareholders are sent to all registered shareholders.
The Board encourages participation of shareholders at the Annual General Meeting (and/or related investor presentations) to
ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented
to the shareholders as separate resolutions. Management provide regular investor presentations for existing and potential
individual shareholders to complement presentations provided to institutional shareholders.
23
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
Overview
The role of the Remuneration Committee is documented in its terms of reference.
The key objectives of the Remuneration Committee are to:
•
ensure that the Company’s Directors and senior executives are fairly rewarded for their individual contributions to the
Company’s overall performance by determining their pay and other remuneration; and
•
demonstrate to all shareholders that the general policy relating to, and actual remuneration of, individual senior executives
of the Company is set by a committee of the Board who have no personal interest in the outcome of the decisions and
who will give due regard to the interests of shareholders and to the financial and commercial health of the Company.
Composition
The Remuneration Committee is solely comprised of non-executive Directors. During the period the committee comprised
Michael Tobin (Chairman), Roger Maddock and Steven Smith. The Chief Executive Officer may be invited to attend meetings
of the Remuneration Committee at the discretion of the Remuneration Committee.
Remuneration Committee meetings
The Remuneration Committee met once during the period and addressed a number of matters via email. The attendance of its
members at the meetings is set out in the table on page 22. The agenda for Remuneration Committee meetings is prepared in
conjunction with the committee chairman. Submissions are circulated in advance and may include remuneration benchmark
surveys and guidance on best practice together with papers relating to specific agenda items.
Remuneration policy
The Remuneration Committee intends that its policy and practice should align with, and support the implementation of, the
Group’s strategy, be in line with the Group’s approach to risk management and promote the long-term success of the Group.
The policy is intended to motivate the right behaviours and to ensure that any risk created by the remuneration structure is
acceptable to the Remuneration Committee and within the strategy and risk appetite of the Company.
The remuneration package for the Executive Directors comprise a combination of annual salary, annual performance bonus
and share options with performance criteria. Remuneration for non-executive Directors consists of an annual fee (for the
period in review, £33,048 per annum for non-executive Directors and £38,556 per annum for the non-executive Chairman).
There is no additional fee for serving on Board committees and non-executive Directors are not entitled to bonuses or
participation in the share option scheme. However, on his appointment to the Board on 1 September 2018, Michael Tobin
was granted warrants over ordinary shares, all of which have since been exercised.
Implementation of the policy
Salary
The Remuneration Committee reviews the salaries of the Executive Directors against appropriate benchmarks for executive
directors of AIM and FTSE SmallCap companies of a similar scale and nature, and also gives consideration to those of executives
in competitors in the sector. The level of salaries, when taken in conjunction with the overall remuneration packages, are
considered by the Remuneration Committee to be appropriate to help attract, retain and motivate high calibre Executive
Directors and reflect the experience of the individuals concerned.
The salaries of the Executive Directors were increased by 2 per cent. in line with other staff for the period.
The non-executive Director fees were also increased by 2 per cent. for the period.
24
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Strategic Report
Governance
Financial Statements
Notice of AGM
Annual bonus
During the period, the Executive Directors were eligible for an annual bonus pursuant to which they could potentially earn up
to 100 per cent of their base annual salary, linked to the meeting - and outperformance - of internal and market expectations
in respect of revenue and adjusted EBITDA at various levels.
The bonuses awarded to the Executive Directors in respect of the period in review equated to 35 per cent of respective base
annual salaries. Whilst internal and market expectations in respect of revenue were not met, the Committee acknowledged
that this was in large part down to the unforeseen impact of the Apple iOS17 update on downloads/revenue and that revenues
had, in any case, grown materially over the prior year. Furthermore, there was significant outperformance over (and several
upgrades of) the adjusted EBITDA forecasts during the period.
Revised bonus parameters have been established for 2025.
Share options
The Company established an EMI option scheme and an ‘unapproved’ share option scheme on 19 May 2014 pursuant to
which the CEO, CFO and other members of staff have been or may be granted share options. Options granted under this
scheme may have a vesting schedule and/or performance conditions attached.
120,000 options were granted to Directors during the year. No options were exercised by Directors during the year. Stuart
Last and Brad Clarke agreed to the forfeiture and cancellation of 60,000 options previously granted to each of them with an
exercise price of £15.55. In addition, both Directors forfeited 16,666 options during the period following non-fulfilment of
attached performance conditions.
The number, exercise price, grant date and latest dates of exercise of options over ordinary shares in the Company held by
Directors at the end of the year were as follows:
Latest
Share Exercise Grant
exercise
options price date
date
Brad Clarke 65,000 £2.40 1 September 2018
1 September 2028
95,000 £1.30 20 March 2019
20 March 2029
33,334 £4.45 19 March 2021
19 March 2031
60,000 £3.61 20 April 2023
20 April 2033
60,000 £2.40 30 April 2024
30 April 2034
Stuart Last 10,660 £4.125 24 September 20151 24 September 2025
7,000 £3.125 9 March 20161
9 March 2026
50,340 £2.185 8 May 20171
8 May 2027
44,000 £1.30 20 March 20191
20 March 2029
90,000 £2.075 20 December 2019 20 December 2029
33,334 £4.45 19 March 2021
19 March 2031
60,000 £3.61 20 April 2023
20 April 2033
60,000 £2.40 30 April 2024
30 April 2034
1 options granted prior to being appointed as a Director
These options typically vest and become exercisable over a three-year period from their grant, subject (in respect of certain
options) to the satisfaction of performance conditions relating to how the Company performs by reference to its internal
budgets and external market expectations in each of the relevant financial periods. They may also vest in certain other prescribed
circumstances as provided for in the terms of the Scheme.
As part of a review being conducted by third party consultants, the Board expect to introduce a new share option scheme
and/or other equity incentivisation plan this year to reflect the expiry of the existing share option scheme.
25
Annual Report & Financial Statements 2024
Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
(continued)
Warrants
Steven Smith is taken to be interested (by virtue of his interest in Candy Ventures sarl) in 37,500 warrants over ordinary shares
in relation to the Company’s agreement with SPV Investments Limited (“SPV”) pursuant to which SPV previously provided
guarantees to certain of the Company’s podcast partners. Candy Ventures sarl was a 50% shareholder in SPV. However, these
warrants were not awarded in relation to his position as a director of Audioboom.
Directors’ remuneration (audited)
The following table shows emoluments paid (or payable) to Directors during the period, applying the average exchange rates
(GBP to US$) used in the financial statements:
2024
2023
Total
Total
Salary/fees
Bonus emoluments
emoluments
US$’000
US$’000 US$’000
US$’000
Current Directors:
Stuart Last 298
102 400
335
Brad Clarke 227
77 304
248
Roger Maddock (non-executive) 42
– 42
40
Steven Smith (non-executive) 42
– 42
40
Michael Tobin (non-executive Chairman) 49
– 49
47
658
179 837
710
Service contracts
The Chief Executive Officer and Chief Financial Officer have entered into service contracts with the Group that are terminable
by either party on not less than six months’ prior notice. The non-executive Directors have entered into letters of appointment
with the Group that are terminable by either party on not less than three months’ prior notice.
Pensions and private healthcare
There were pension arrangements in place for Stuart Last with pension contributions of US$8,675 during the period (2023:
US$8,505), and for Brad Clarke with contributions of US$6,599 (2023: US$6,297). There are private healthcare arrangements
in place for both Stuart Last and Brad Clarke.
Directors’ share interests
The Directors’ shareholdings in the Company are set out in the Directors’ Report on page 15.
Committee performance evaluation
Post period-end, the operation and performance of the Remuneration Committee were considered by the Board as a
component of its self-evaluation process. No material areas of concern were raised. There will be an annual review going
forward from which actions and recommendations may arise which will be reported in next year’s Annual Report.
Michael Tobin
Chairman of the Remuneration Committee
8 April 2025
26
Annual Report & Financial Statements 2024
Strategic Report
Governance
Financial Statements
Notice of AGM
Overview
The purpose of the Audit Committee is to assist the Board in the effective discharge of its responsibilities for financial reporting,
corporate control and risk management. Its objectives are:
•
to increase shareholder confidence and to ensure the credibility and objectivity of published financial information;
•
to assist the Board in meeting its financial reporting responsibilities;
•
to assist the Board in ensuring the effectiveness of the Company’s internal accounting and financial controls;
•
to strengthen the independent position of the Company’s external auditors by providing channels of communication
between them and the non-executive Directors; and
•
to review the performance of the Company’s external auditing functions.
The role of the Audit Committee is documented in its terms of reference. Its role of is one of oversight. The Audit Committee
has no executive powers with regard to its recommendations and does not relieve the Executive Directors of their
responsibilities for these matters.
Composition
During the period, the Audit Committee was solely comprised of non-executive Directors: Roger Maddock (Chairman), Michael
Tobin and Steven Smith.
Audit Committee meetings
The Audit Committee met twice during the period. The attendance of its members at those meetings is set out in the table on
page 22. Representatives from the external auditors, HaysMac LLP, and the Executive Directors were invited to attend meetings
as required, although the Audit Committee reserves time for discussion without invitees present.
The agenda for Audit Committee meetings is prepared in conjunction with the committee chairman. Submissions are circulated
in advance and may include drafts of interim and annual financial statements, related papers from management, audit planning
and key issues memoranda prepared by the external auditors and other papers relating to specific agenda items.
Activities of the Audit Committee
Key financial reporting activities
During the period and post period end, the Audit Committee considered specifically those matters with the potential likelihood
to have the greatest significant impact on the financial statements. As in previous periods, these included the projections
forming the basis of the Directors’ assessment of going concern, including the facilities and funding available to the Group for
the projection period, and the support for and/or treatment of minimum guarantees and onerous contracts, the value of share
based payments and the deferred tax asset.
Attention is drawn to note 1 of the financial statements (page 40) in respect of going concern considerations.
Other activities
In addition, during the period and post period end, the Audit Committee also undertook the following key activities:
•
monitoring the Group’s working capital, cost controls and cash position and adequacy of available facilities and funding;
•
monitoring and updating the identified principal risks and uncertainties facing the business and the measures to mitigate
these, including risks associated with minimum guarantee provisions (see pages 9 to 12);
•
review and approval of the 2023 audited financial statements;
•
review and approval of the 2024 unaudited interim financial statements;
Audioboom Group plc
GOVERNANCE
Audit Committee Report
27
Annual Report & Financial Statements 2024
•
review and approval of the 2024 audit plan; and
•
review and approval of the 2024 audited financial statements.
Committee performance evaluation
Post period end the operation and performance of the Audit Committee were considered by the Board as a component of its
self-evaluation process. No areas of concern were raised and there were no specific actions or recommendations resulting
from the exercise. There will be an annual review going forward, from which actions and recommendations may arise which
will be reported in next year’s Annual Report.
External auditor
HaysMac LLP were first appointed as the Group’s external auditor following the Company’s re-admission to AIM in 2014. They
were last re-appointed at the AGM on 24 July 2024. The HaysMac LLP Senior Statutory Auditor is Jonathan Maddison and
2024 is the first year that he has fulfilled that role having joined the engagement in 2023.
The Audit Committee reviews the performance of the external auditor on an annual basis and plans to meet with them during
the year as required to discuss audit planning, any potential changes in accounting policies or related accounting issues, any
issues arising from the half year review or full year audit and any other special matters or investigations deemed necessary by
the Board.
Auditor independence and provision of non-audit services
The Audit Committee reviews with management the engagement of the external auditor for non-audit services and the level
of associated non-audit fees. For the period to 31 December 2024, the auditor earned £nil in respect of non-audit fees. The
Audit Committee is satisfied as to the independence of the auditor.
Risk management and internal control
The Group’s approach to risk management, identified principal risks and the steps taken to manage those risks are outlined on
pages 9 to 12.
Roger Maddock
Chair of the Audit Committee
8 April 2025
Audioboom Group plc
GOVERNANCE
Audit Committee Report
(continued)
28
Annual Report & Financial Statements 2024
29
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Opinion
We have audited the financial statements of Audioboom plc (the ‘Company’) and its subsidiaries (together the ‘Group’) for the
year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement
of Financial Position, Consolidated Cashflow Statement and Consolidated 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 International Financial Reporting Standards and International Accounting Standards.
In our opinion, the financial statements:
•
give a true and fair view of the state of the Group’s affairs as at 31 December 2024 and of the Group’s profit 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 (Jersey) Law 1991.
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 and
Audioboom Limited (“Limited”) which required full statutory audits, one material component, Austin Advertising Inc (“Austin”)
and one relevant component, Audioboom Inc (“Inc”) which required specific scope testing. 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.
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.
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'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.
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc
For the year ended 31 December 2024
30
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
Key Audit Matter
How our scope addressed this matter
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.
Onerous contracts and accounting treatment of
minimum guarantee
As at the balance sheet date, the Group has an onerous
contract provision in relation to two minimum guarantee
contracts. The provision totals US$3,411k at the balance
sheet date which reflects the losses for the contracts being
recognised in the financial statements as they exceed
revenues expected to be generated over the life of the
contracts.
There is a risk that provisions relating to onerous contracts
are inappropriately calculated and therefore materially
misstated in the financial statements, and a further risk
that other contracts may be expected to be loss making
over their life but not appropriately provided for.
In response to this risk, our work included but was not
limited to the following procedures:
•
Obtained and reviewed the relevant contracts to
understand the terms of the agreement with the content
providers and the period over which the minimum
guarantees are calculated and payable.
•
We verified the arithmetical accuracy and integrity of
management’s assessment of expected losses arising
over the life of onerous contracts.
•
We reviewed management’s assessment of the
performance of these contracts to date, and analysed
the expected performance for the remainder of the
contracts.
•
We challenged management’s calculations of provisions
for onerous contracts, including the discount rate
applied to the calculations, and critically assessed the
weighted average cost of capital used in performing this
discounting.
•
We obtained management’s assessment of other
significant minimum guarantee contracts and compared
this to current and forecasted revenues. We reviewed
the process performed by management for forecasting
individual contracts.
•
We challenged management on the forecasted
performance of these contracts and corroborated their
assessment to post year-end performance.
•
We assessed the terms of the contracts in relation to
these minimum guarantees.
•
We critically assessed management’s review in line with
the International Financial Reporting Standards.
•
We obtained an understanding about how new
contracts are signed and reviewed new contracts in the
year for evidence of different terms being offered to
new content creators.
31
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Audioboom Group plc
FINANCIAL STATEMENTS
Key Audit Matter
How our scope addressed this matter
Revenue recognition
The Group recognises revenue in respect of the provision of
advertising and sponsorship services on its distributed
content. There is a risk that revenue has been materially
overstated either as a result of fraud or error. The fraud or
error is likely to occur in the recognition around year-end and
therefore cut-off has been highlighted as a significant risk.
In response to this risk, our work included but was not
limited to the following procedures:
•
We assessed the Group’s accounting policy for each
material revenue stream and performed walkthrough
procedures to assess the design and implementation of
controls.
•
We evaluated management’s accounting policies in
accordance with IFRS 15 to ensure that the revenue
recognition policy was in line with IFRS 15.
•
We performed substantive procedures on a sample of
revenue generating transactions and substantive
analytical procedures and substantive audit data
analytics on revenue in total. We formed an expectation
of revenue based on cash receipts and obtained an
understanding of any reconciling items.
•
We performed substantive analytical procedures
involving a cash to sales reconciliation in both Limited
and Austin as well as using data analytics to ensure
significant coverage over in year revenue.
•
We performed substantive cut-off procedures to assess
the accuracy of revenue recognised around the
reporting date.
•
We specifically assessed the cut-off implications of the
broadcast calendar and challenged management to
provide their considerations for the impact on the
financial statements.
•
We obtained an updated principal vs agent assessment
by management based on revenue recognised in
the year.
•
We performed targeted testing on manual journals
posted to revenue around the year end.
•
Our
review
included
an
assessment
of
the
appropriateness of the recognition and valuation of
trade receivables and accrued income.
32
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
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$891,000 being 1.25% of revenue for
the year. We considered it appropriate to determine our materiality based on revenue as we consider this to remain as the key
Going concern
The Group was previously loss making but has recognised
a profit in the current year.
The Group has also recorded significant cash outflows in
the year due to a combination of challenging economic
conditions and minimum guarantee payments being
required on certain contracts. Cash has remained fairly
consistent, with a balance of US$3.7m at 31 December
2023 and US$3.9m at 31 December 2024 with revenue
of US$73m being recognised compared to forecasts of
US$78m.
Therefore there is a risk that any uncertainty around the
Group’s ability to continue as a going concern is material
but inadequately disclosed in 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 timely conversion of trade receivables to cash,
growth in revenues, loss-making contracts (including
minimum guarantee payments in excess of revenue
generated by them) and continued availability of financing
facilities. 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. We also
considered the Group’s access to additional financing
facilities, the likelihood of these remaining available over
the course of the going concern forecast period and the
renewal of this post year end.
In response to this risk, our work included but was not
limited to the following procedures:
•
We obtained management’s assessment of going
concern including cashflow forecasts for the period of at
least 12 months from signing of the financial statements.
•
We critically assessed the assumptions made by
management in forming this assessment, considering the
historical accuracy of the budgeting process in
comparison to actual figures.
•
We reviewed and evaluated the going concern
assessment made by management including obtaining a
3rd party assessment from HSBC on the likely renewal
of the overdraft facility, not due until 30 May 2025. This
will include a consideration of the historic accuracy of
the budgeting process in comparison to actual figures.
•
We reviewed post year-end performance of the Group,
obtained latest bank statements to assess cashflow and
performed sensitivity analysis to assess the robustness
of the model produced by management.
•
We challenged management on assumptions around the
revenue growth built into the forecasts.
•
We obtained management’s considerations around
mitigating measures available to limit the impact of any
downturn in performance and assessed the overdraft
facility.
•
We critically assessed post year-end performance and
whether this was tracking in line with management
forecasts. We considered the impact of the provision
accounting post year-end as part of this assessment.
•
We reviewed the post year-end performance of the
Group and compared against 2025 and 2026 forecasts
including post year-end cash receipts, and revenue
booked within this period.
•
We considered sensitivity analyses focusing on
recoveries of trade receivables as well as predicted
revenue growth for 2025 and 2026.
Key Audit Matter
How our scope addressed this matter
metric in assessing the financial performance and position of the Group. 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.
We agreed with the Audit Committee that we would report to it all audit differences in excess of US$44,500 as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group 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 (Jersey) Law 1991 requires
us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us; or
•
the Group financial statements are not in agreement with the accounting records and returns; 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 set out on pages 16 and 17 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.
33
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Audioboom Group plc
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 considered the extent to which non-compliance with laws and
regulations could have a material effect on the financial statements. We also identified and considered those laws and
regulations that have a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991,
corporation 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 but
were not limited to the following:
•
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined
that the most significant are the AIM Rules, Companies (Jersey) Law 1991, corporation tax, payroll tax and sales tax;
•
We obtained an understanding of how the Group and Parent Company complies with these frameworks through discussions
with the Directors;
•
We inspected relevant tax filings and considered these and other relevant correspondence for indications of non-compliance;
•
We assessed the susceptibility of the Group’s financial statements to material misstatement including how fraud might
occur by considering the key risks impacting the financial statements;
•
We carried out a review of manual entries recorded in management’s accounting records and assessed the appropriateness
of such entries;
•
We challenged assumptions and judgements made by management and their critical accounting estimates; and
•
We assessed whether the Group’s control environment is adequate for the size and operating model of such a Group.
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. 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 Article 113A of the Companies (Jersey)
Law 1991. 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.
Jonathan Maddison (Senior Statutory Auditor)
For and on behalf of HaysMac LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
8 April 2025
34
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
35
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Majority of
Onerous
2024
Majority of
Onerous
2023
Notes
business
contracts
US$’000
business
contracts
US$’000
Continuing operations
Revenue
2
66,844
6,540
73,384
58,788
6,242
65,030
Cost of sales
(52,469)
(10,628)
(63,097)
(48,775)
(11,329)
(60,104)
Cost of sales – onerous
contracts release / (provision)
19
–
4,088
4,088
–
(7,499)
(7,499)
Gross profit / (loss)
14,375
–
14,375
10,013
(12,586)
(2,573)
Administrative expenses
(13,329)
(14,078)
Adjusted EBITDA profit / (loss) –
Non-GAAP
3,389
(396)
– Share based payments
17
(1,369)
(2,807)
– Depreciation
(25)
(33)
– Depreciation – leases
14
(200)
(239)
– Operating foreign exchange loss
(192)
(497)
– Onerous contracts net loss
19
(4,088)
(5,087)
– Onerous contracts release /
(provision)
19
4,088
(7,499)
– Contract settlement and costs
20
(548)
–
– Restructuring costs
(9)
(93)
Operating profit / (loss)
3
1,046
(16,651)
Finance income
26
16
Finance costs
6
(168)
(119)
Profit / (loss) before tax
904
(16,754)
Taxation (credit) / charge
on continuing operations
7
15
(2,672)
Profit / (loss) for the financial
period attributable to equity
holders of the parent
919
(19,426)
Other comprehensive loss
Foreign currency translation difference
(257)
1,076
Total comprehensive profit / (loss)
for the period
662
(18,350)
Profit / (loss) per share
from continuing operations
Basic EPS
8
5.6 cents
(118.8) cents
Diluted EPS
8
5.0 cents
(118.8) cents
All results for both periods are derived from continuing operations.
36
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
As at 31 December 2024
As at
As at
31 December 2024
31 December 2023
Notes
US$’000
US$’000
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment
9
20
30
Right of use asset
14
917
1,117
Deferred tax asset
7
1,125
1,581
2,062
2,728
Current assets
Trade and other receivables
11
18,426
16,328
Cash and cash equivalents
3,858
3,726
Deferred tax asset
7
824
395
23,108
20,449
TOTAL ASSETS
25,170
23,177
Current liabilities
Trade and other payables
12
(16,505)
(12,399)
Onerous contract provision
19
(3,411)
(5,046)
Lease liability
14
(148)
(68)
NET CURRENT ASSETS
3,044
2,936
Non-current liabilities
Lease liability
14
(894)
(1,042)
Onerous contract provision
19
–
(2,453)
NET ASSETS
4,212
2,169
EQUITY
Share capital
13
–
–
Share premium
13
63,116
63,104
Issue cost reserve
(2,048)
(2,048)
Foreign exchange translation reserve
(1,683)
(1,426)
Reverse acquisition reserve
(3,380)
(3,380)
Retained earnings
(51,793)
(54,081)
TOTAL EQUITY
4,212
2,169
The accompanying accounting policies and notes form an integral part of these financial statements.
These financial statements for Audioboom Group plc (Jersey company registration number 85292), which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement
of Cash Flow, the Consolidated Statement of Changes in Equity and related notes 1 to 22 were approved and authorised for
issue by the Board of Directors on 8 April 2025 and were signed on its behalf by:
Brad Clarke
Chief Financial Officer
37
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
For the year ended 31 December 2024
2024
2023
US$’000
US$’000
Profit / (loss) from continuing operations
919
(19,426)
Profit / (loss) for the period
919
(19,426)
Adjustments for:
Tax (credit) / charge
(15)
2,672
Interest payable
168
119
Interest received
(26)
(16)
Depreciation of fixed assets
25
33
Depreciation of right of use assets
200
239
Share based payments
1,369
2,807
Increase in trade and other receivables
(2,098)
(316)
Increase in trade and other payables
4,103
1,387
Principle lease payments
(199)
(365)
(Decrease) / increase in onerous contract provision
(4,088)
7,499
Foreign exchange (loss) / gain
(223)
831
Cash flows from / (used in) operating activities
135
(4,536)
Investing activities
Purchase of property, plant and equipment
(16)
(7)
Net cash used in investing activities
(16)
(7)
Financing activities
Proceeds from issue of ordinary share capital
13
202
Net cash generated from financing activities
13
202
Net increase / (decrease) in cash and cash equivalents
132
(4,341)
Cash and cash equivalents at beginning of period
3,726
8,067
Cash and cash equivalents at end of period
3,858
3,726
The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.
38
Annual Report & Financial Statements 2024
Foreign
Issue Reverse exchange
Share Share cost acquisition translation Retained Total
capital premium reserve reserve reserve earnings equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 December 2022 – 62,902 (2,048) (3,380) (2,502) (37,462) 17,510
Loss for the period – – – – – (19,426) (19,426)
Issue of shares – 202 – – – – 202
Equity-settled share-based payments – – – – – 2,807 2,807
Foreign exchange gain on
translation of overseas subsidiaries – – – – 1,076 – 1,076
At 31 December 2023 – 63,104 (2,048) (3,380) (1,426) (54,081) 2,169
Profit for the period – – – – – 919 919
Issue of shares – 12 – – – – 12
Equity-settled share-based payments – – – – – 1,369 1,369
Foreign exchange loss on
translation of overseas subsidiaries – – – – (257) – (257)
At 31 December 2024 – 63,116 (2,048) (3,380) (1,683) (51,793) 4,212
Share premium
Share premium represents the consideration paid for shares in excess of par value (nil), less directly attributable costs.
Issue cost reserve
The issue cost reserve arose from expenses incurred on share issues.
Reverse acquisition reserve
The reverse acquisition reserve relates to the reverse acquisition of Audioboom Limited by Audioboom Group plc on
20 May 2014.
Foreign exchange translation reserve
The foreign exchange translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign operations.
Retained earnings
Includes all current and prior period retained profits and losses and equity settled share-based payment charges.
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Strategic Report
Governance
Notice of AGM
Financial Statements
1.
Accounting policies
General information and basis of preparation
Audioboom Group plc is incorporated in Jersey under the Companies (Jersey) Law 1991. The Company’s shares are traded on
AIM, the market of that name, operated by the London Stock Exchange. The address of the registered office is given on page 1.
The Company is required under rule 19 of the AIM Rules for Companies to provide shareholders with audited consolidated
financial statements.
The Group prepares its consolidated financial statements in accordance with International Financial Reporting Standards and
International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations
(collectively IFRSs). The financial statements have been prepared on the historical cost basis. The consolidated financial
statements have been prepared in accordance with and in compliance with the Companies (Jersey) Law 1991, an amendment
to which (Amendment No. 4 s. 105(11) – 2009) means separate parent company financial statements are not required.
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are
based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.
New and amended IFRS Accounting Standards that are effective for the current year
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the IASB that are
mandatorily effective for an accounting period that begins on or after 1 January 2024. Their adoption has not had any material
impact on the disclosures or on the amounts reported in these financial statements:
•
IAS 1: Further amendment to the Classification of Liabilities as Current or Non-Current;
•
IFRS 16: Lease Liability in a Sale and Leaseback;
•
IAS 1: Non-current Liabilities with Covenants; and
•
IAS 7 and IFRS 7: Supplier Finance Arrangements.
New and revised IFRS Accounting Standards in issue but not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for
the Group’s accounting years beginning on or after 1 January 2025 or later years and which the Group has decided not to
adopt early:
•
IAS 21: Lack of Exchangeability.
None of the above listed changes are anticipated to have a material impact on the Group’s financial statements.
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2024
39
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
Key accounting policies
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient
funds to continue in operational existence for at least twelve months from the date of approval of the financial statements.
The Group ended the year with access to US$3.9 million of cash and a US$3.1 million HSBC overdraft remaining available to
draw down. The overdraft is subject to an annual renewal process and has a renewal date of 30 May 2025. At the date of this
report, there is no indication that the HSBC overdraft will not be renewed, but should the HSBC overdraft not be renewed,
then the Board believes that it would be able to obtain alternative financing options that can be called upon, if required.
The Board’s forecasts for the Group, including due consideration of the business forecasting an increase in adjusted EBITDA
profit in 2025, projected increase in revenues and cash utilisation of the Group, and taking account of reasonably possible
adverse changes in trading performance, including changes outside of expected trading performance, indicate that the Group
will have sufficient cash and financing facilities available to continue in operational existence for the next 12 months from the
date of approval of the financial statements and beyond. This includes considering those partner contracts that have minimum
guarantees attached to them and assessing whether there will be any adverse effect should there be prolonged adverse trading
performance. Based on the Board’s forecasts, the Group considers that it will not require additional funding for the foreseeable
future for the purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to
manage its business risks, and longer-term strategic objectives, successfully.
Management has carried out sensitivity analyses of the Group’s cash flow models to assess the impact of a range of possible
outcomes, including lower than anticipated revenues, and the mitigations that the Group has available to it, including a reduction
in overhead costs, active working capital management and the availability of finance from HSBC. Accordingly, the Directors
are satisfied that the Group will continue to be able to meet its ongoing liabilities as and when they fall due in reasonably
foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.
Revenue
Revenue represents amounts receivable for services provided in the normal course of business, and excludes intra-group sales,
Value Added Tax and trade discounts.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits
associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when
the criteria for each of the Group’s different activities has been met. Revenue comprises:
•
Sale of advertising: the value of goods and services is recognised on broadcast of the podcast
•
Sale of subscriptions: the value of goods and services is recognised across the period of subscription
The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract
and have not identified any such instances. There are no contracts which incorporate variable or contingent consideration.
The Group entities, Audioboom Limited and Sonic Integrated Marketing, are both considered to be the principal entity in terms
of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented
podcast content, contract directly with the brand or agency to secure the advertising and confirm the date at which that
advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have
booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold. For those
podcast partners who have minimum revenue guarantees as part of their contractual terms, should insufficient advertising be
sold to cover the minimum guaranteed revenue to generate a profit on the contract, there is a risk that an onerous contract
provision be required once a loss on the contract be deemed reasonably certain.
40
Annual Report & Financial Statements 2024
Audioboom Group plc
FINANCIAL STATEMENTS
Strategic Report
Governance
Notice of AGM
Financial Statements
Content partner minimum revenue guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore
the expenditure in relation to these guarantees is recognised over the term of the contract, as this is the period over which the
content providers' obligations are discharged to the Group and accordingly the basis on which the Group consumes the benefit
of these obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future
performance obligations of the content provider.
Should a contract be considered onerous (i.e., it is expected to give rise to an unavoidable loss) then that loss is provided for
at the reporting date if the contract and conditions associated with it were in place at the year end.
Foreign currency
For the purpose of the consolidated financial statements, the results and financial position of each Group company are
expressed in US Dollars, which is the presentational currency of the consolidated financial statements. The majority of trade
in the Company is recognised in Audioboom Limited, whose functional currency is sterling, along with the Audioboom Group plc
entity. These entities are consolidated at a Group level in US Dollars, along with Audioboom Inc and Austin Advertising Inc,
whose functional currency is US Dollars.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on
the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in
profit or loss for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average
monthly rate of exchange ruling at the date of the transaction, unless exchange rates fluctuate significantly during that month,
in which case the exchange rates at the date of the transactions are used.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over their estimated
useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset
is fully depreciated. The principal annual rates used for this purpose are between three and five years.
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting
period to ensure that the amounts, method and years of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
the cost is incurred, and it is probable that the future economic benefits associated with the asset will flow to the Group and
the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of
the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Costs also comprise
the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group
are obligated to incur when the asset is acquired, if applicable.
41
Annual Report & Financial Statements 2024
Leases
Leases of property for periods longer than one year are capitalised at the fair value of the leased property (disclosed as a right of
use asset on the face of the statement of financial position) with the corresponding rental obligations, net of finance charges,
included in current and non-current liabilities. The fair value of the lease asset and corresponding liability is calculated as the present
value of the minimum value of lease payments for which the Group will become liable, discounted at a rate considered appropriate.
Lease rental payments are split between a reduction in the lease liability and finance cost, with depreciation charges of the right of
use asset over its useful economic life recognised as an expense in the Group’s income statement. Payments made under operating
leases, where the risks and rewards are not transferred to the Group, are recognised as an expense in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term, highly liquid investments that
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of Audioboom Group plc and all its subsidiary
undertakings up to 31 December 2024, with comparative information presented for the year ended 31 December 2023.
No profit and loss account is presented for Audioboom Group plc as permitted by Companies (Jersey) Law 1991.
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed
to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Audioboom
Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have
a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes
to Audioboom Group plc.
The results of associate undertakings are consolidated under the equity method of accounting. The Group applies uniform
accounting policies and all intra-group transactions, balances, income and expenses are eliminated on consolidation.
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement
of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account
by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the
cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve
a market vesting condition.
Warrants
Warrants issued to Directors, employees and third-party suppliers are measured at the fair value of the service provided with
reference to comparable cash settled transactions or, where the value of the services provided is uncertain, with reference to
an appropriate valuation methodology. Warrants are ascribed a value at the date of grant, with this value recognised as an
expense in the statement of comprehensive income over the relevant vesting period.
Current and deferred taxation
Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustments to tax payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits (‘temporary
differences’) and is accounted for using the balance sheet liability method.
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
42
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Where there are deductible temporary differences arising in subsidiaries,
deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited to the statement of income.
Financial Instruments
Financial assets
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are
classified as loans and receivable financial assets, using the effective interest method less impairment. Interest is recognised by
applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.
Financial liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured
at amortised cost using the effective interest method, other than those categorised as fair value through profit or loss. Financial
liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Equity instruments
Instruments classified as equity are measured at cost and are not remeasured subsequently.
Adjusted EBITDA presentation
Certain costs incurred in the year have been excluded from the non-GAAP adjusted EBITDA calculation so as to present
revenue and costs directly attributable to the normal course of business performance. Those costs excluded include interest,
tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements, material one-off items, and
onerous contract provisions and losses incurred, all of which are not deemed to be in the normal course of business.
Critical accounting judgements
Revenue
The Group entities, Audioboom Limited and Sonic Integrated Marketing, are both considered to be the principal entity in terms
of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented
podcast content, contract directly with the brand or agency to secure the advertising and confirm the date at which that
advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have
booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold. For those
podcast partners who have minimum revenue guarantees as part of their contractual terms, should insufficient advertising be
sold to cover the minimum guaranteed revenue to generate a profit on the contract, there is a risk that an onerous contract
provision be required once a loss on the contract be deemed reasonably certain.
Audioboom Group plc
FINANCIAL STATEMENTS
43
Annual Report & Financial Statements 2024
Minimum guarantees
The Group offers contracts of between one and three years to secure advertising representation of third party podcast partners.
The contracts can include commitments to pay Minimum Guarantee (MGs) revenue shares over the contractual period to the
third party. Should the revenue share generated not be above the MG contractual amount, the Group will need to true up the
revenue share payments to the MG level. The Group continually assesses its exposure to onerous contracts by assessing
contractual MGs (see note 18 for further detail on MGs contracted at the year end).
Onerous contract provisions
The Group continually assesses its exposure to onerous contracts by assessing contractual minimum guarantees versus future
revenue and growth expectations. Should future revenue and growth expectations be lower than previously anticipated which
take a partner contract into a loss-making scenario, a provision will be created using a range of growth scenarios to estimate
the total estimated net loss of the contract.
Share based compensation
The Group issues equity settled share based payments to certain Directors and employees, which have included grants of
options in the current period. Equity settled share based payments are measured at fair value at the date of grant, with the
charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.
The fair value of share options is measured using a Black-Scholes framework. The Directors have used judgement in the
calculation of the fair values of the share based compensation which has been granted during the period, and different
assumptions in the model would change the financial result of the business. Certain share options include performance criteria
and the charge will vary depending on whether that criteria is met, therefore it is an estimate and is uncertain.
Warrants
The Group has issued warrants to certain third parties. Warrants are measured at the fair value of the service provided with
reference to comparable cash settled transactions or appropriate valuation methodologies at the date of grant, with the charge
being recognised within the statement of comprehensive income over the period of service to which the grant relates.
IFRS 16: Leases
The Group recognises lease liabilities at the present value of future cash flows. The determination of present value involves
judgements and estimates, in particular in relation to the discount factor to be applied to those cash flows. In determining an
appropriate discount factor the Directors considered a range of factors including the Group’s cost of capital together with the
interest rate charged on the Group’s external debt facilities. Having considered these factors the Directors have assessed that
8% is an appropriate discount factor to determine the value of the Group’s lease liabilities.
Bad debt provision
The Group creates a specific bad debt provision for all debtors which are over 365 days old and reviews all debtors on a
continual basis, providing for any under 365 days which are not deemed to be recoverable. The Group utilises the expected
credit loss model to calculate an appropriate bad debt provision, which incorporates an assessment of historical losses in
deriving a provision to be recognised against the likelihood of future bad debt. Such an assessment requires the application of
judgement, and bad debts may materially exceed the amount provided for at the reporting date. Refer to note 11.
Recognition and measurement of deferred tax assets
The Group recognises deferred tax assets in relation to unutilised tax losses which can be utilised to offset tax arising on future
taxable profits. Utilisation of these tax losses is dependent on the timing and extent of future taxable profits of the Group.
Therefore the recognition and measurement of deferred tax assets is based on the judgement of the Directors as to this
profitability and represents an area of material estimation uncertainty. Refer to note 7.
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
44
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Key areas of estimation uncertainty
Minimum guarantees
The Group continually assesses its exposure to onerous contracts by assessing contractual MGs (see note 18 for further detail
on MGs contracted at the year end). There is an element of uncertainty with all contracts signed as they are based on future
expected revenue generation and if the future performance does not meet expectations, it may result in a material cash outflow
and the recognition of expected losses in the financial period in which the contract is considered to become onerous.
Onerous contract provisions
A weighted average of the different growth scenarios will be used as the performance of future advertising markets and the
specific show under review can only be estimated at the balance sheet date. A weighted average cost of capital discount factor
has been applied to future revenues to discount the provision to current value. The revenue, net loss and projected net loss of
the contract are disaggregated within the consolidated statement of comprehensive income so that the specific impact of
onerous contracts and provisions recognised in relation to them is clear to users of the financial statements. No other overheads
or costs will be included in the provision assessment because the main cost of the contract is the revenue share owed to the
partner. The onerous contract provision calculations are estimates and actual outcomes may be materially different to the value
of provision estimated.
2.
Revenue
2024
2023
US$’000
US$’000
Premium advertising
39,346
35,650
Showcase advertising
23,128
14,791
Sonic Integrated Marketing advertising
10,510
14,157
Subscription fees
400
432
73,384
65,030
The Directors consider the Group to operate within one operating segment, content related revenue, and consequently
expenditure and balance sheet analysis is not presented between advertising and subscription services.
Premium, Showcase and Sonic Integrated Marketing advertising revenue are all recognised at a point in time, i.e. when the
podcast episode is broadcast. Subscription fee revenue is recognised over time, i.e. when the subscription payment is made by
the customer for the relevant subscription period.
Geographical information
The Group’s operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents,
are held in the UK and the USA.
The Group’s revenue from external customers by geographical location is detailed below:
2024
2023
US$’000
US$’000
United Kingdom
1,360
1,772
USA
72,024
63,258
73,384
65,030
Audioboom Group plc
FINANCIAL STATEMENTS
45
Annual Report & Financial Statements 2024
The Group invoiced one customer who represented more than 10% of the reported revenue (19% of the total invoiced).
The customer is an advertising agency and represents a number of brands, thus reducing the customer concentration.
The Group currently has two material geographic revenue regions, however, as the Group’s controlling operations are primarily
based in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of segmental
reporting.
3.
Operating profit
2024
2023
US$’000
US$’000
Operating profit for the period has been arrived at after charging the following:
Depreciation of property, plant & equipment
25
33
Depreciation - leases
195
239
Operating foreign exchange loss
(192)
(497)
Staff costs (refer to note 5 for detail)
8,666
8,725
4.
Auditor’s remuneration
2024
2023
US$’000
US$’000
Audit services
Fees for the audit of the consolidated annual financial statements
and the audit of the Company’s subsidiaries pursuant to legislation
118
109
118
109
5.
Staff costs
2024
2023
Number
Number
Average number of production, editorial and sales staff
27
27
Average number of management and administrative staff
13
12
40
39
US$’000
US$’000
Wages and salaries
5,860
4,986
Social security costs
492
496
Pension costs (defined contribution scheme)
504
436
Share based payments
1,369
2,807
8,225
8,725
Details of Directors’ remuneration are set out in the Remuneration Committee Report on pages 24 to 26.
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
46
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
6.
Finance costs
2024
2023
US$’000
US$’000
Lease interest (see note 14)
131
100
Overdraft arrangement fees and interest
37
19
168
119
The Company has a US$3.1 million overdraft facility with HSBC. This overdraft facility was extended from US$1.8 million in
November 2024. The overdraft is subject to an annual renewal process and has a renewal date of 30 May 2025.
7.
Taxation
Tax reconciliation
The taxation charge on the loss for the period differs from the amount computed by applying the corporation tax rate to the
profit / (loss) before tax for the following reasons:
2024
2023
US$’000
US$’000
Profit / (loss) on ordinary activities before tax
904
(16,754)
Tax at UK corporation tax rate of 25.00% (2023: 23.50%)
226
(3,937)
Expenses not deductible for tax purposes
1
2
Foreign taxes at different rates
(15)
(8)
Movement in deferred tax
–
2,670
Utilisation of tax losses brought forward
(704)
(69)
Unrelieved tax losses
374
3,368
Effect of share-based payments
103
646
Tax (credit) / charge and effective tax rate for the period
(15)
2,672
2024
2023
US$’000
US$’000
Current tax
Foreign tax charge on profits in the year
7
2
Deferred tax (credit) / charge
(22)
2,670
Tax (credit) / charge recognised in the consolidated statement of income
(15)
2,672
The Group has carried forward UK losses amounting to US$39.1 million as of 31 December 2024 (2023: US$40.8 million). The gross
amount of losses upon which the deferred tax asset has been recognised amounts to US$7.8 million (2023: US$7.9 million).
This is based on expected utilisation of future taxable profits as estimated by the Directors. The deferred tax asset is expected to
be utilised within three years. Refer to the Recognition and measurement of deferred tax assets accounting judgement detail in the
accounting policies section for further disclosure.
Audioboom Group plc
FINANCIAL STATEMENTS
47
Annual Report & Financial Statements 2024
There was a deferred tax liability of US$nil (2023: US$nil).
2024
2023
US$’000
US$’000
Deferred tax asset at beginning of period
1,976
4,414
Asset derecognised in the year
–
(2,670)
Foreign exchange effect
(27)
232
Total deferred tax asset
1,949
1,976
Deferred tax current asset (unutilised tax losses)
824
395
Deferred tax non-current asset (unutilised tax losses)
1,125
1,581
Total deferred tax asset
1,949
1,976
8.
Profit per share
Basic earnings per share is calculated by dividing the profit or loss attributable to shareholders by the weighted average number
of ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings
per share, or increase the loss per share. For a loss-making company with outstanding share options, the net loss per share
would be decreased by the exercise of options. Therefore, as per IAS33:36, the anti-dilutive potential ordinary shares are
disregarded in the calculation of diluted EPS in 2023.
Weighted average
Per share
Profit/(Loss)
number of shares
amount
2024
US$’000
Thousand
Cents
Basic EPS
Profit attributable to equity holders
919
16,377
5.6
Diluted EPS
Profit attributable to equity holders
919
18,369
5.0
2023
US$’000
Thousand
Cents
Basic EPS
Loss attributable to equity holders
(19,426)
16,357
(118.8)
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
48
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
9.
Property, plant and equipment
Furniture &
equipment Computers Technical Studio
Total
US$’000 US$’000 US$’000 US$’000
US$’000
Cost
At 31 December 2022 24 165 3 101
293
Additions – 7 – –
7
Disposals (24) (88) (3) (95)
(210)
Foreign exchange effect – 2 – –
2
At 31 December 2023 – 86 – 6
92
Additions – 16 – –
16
Disposals – (35) – (2)
(37)
Foreign exchange effect – (2) – –
(2)
At 31 December 2024 – 65 – 4
69
Depreciation
At 31 December 2022 23 116 3 92
234
Charge for the period 2 23 – 8
33
Disposals (24) (88) (3) (95)
(210)
Foreign exchange effect (1) 6 – –
5
At 31 December 2023 – 57 – 5
62
Charge for the period – 24 – 1
25
Disposals – (35) – (2)
(37)
Foreign exchange effect – – – (1)
(1)
At 31 December 2024 – 46 – 3
49
Net book value
At 31 December 2022 1 49 – 9
59
At 31 December 2023 – 29 – 1
30
At 31 December 2024 – 19 – 1
20
10.
Subsidiaries
As at 31 December 2024, Audioboom Group plc held more than 20% of the share capital of the following companies:
Registered office
Class of shares
% held by parent
Audioboom Limited
2-6 Boundary Row, London, SE1 8HP
Ordinary
100%
Audioboom Inc.
251 Little Falls Drive, Wilmington,
Ordinary
100%
Delaware 19808, USA
Austin Advertising Inc.
1013 Centre Road, Suite 403S, Wilmington,
Ordinary
100%
Delaware 19805, USA
Audioboom Inc is held through Audioboom Limited. Austin Advertising Inc is held through Audioboom Inc.
Audioboom Group plc
FINANCIAL STATEMENTS
49
Annual Report & Financial Statements 2024
11.
Trade and other receivables
2024
2023
US$’000
US$’000
Amounts receivable for the sale of goods and services
16,460
14,504
Allowance for doubtful debts
(10)
(149)
Net receivables
16,450
14,355
Other receivables
144
246
Prepayments and accrued income
1,773
1,626
Taxes recoverable
59
101
18,426
16,328
The average credit period taken on sales of goods and services is 82 days (2023: 81 days). No interest is charged on receivables.
Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods and services, determined
by reference to past default experience and likelihood of recovery as assessed by the Directors.
Included in the Group’s trade receivable balance are debtors with a carrying amount of US$1.1 million (2023: US$2.2 million)
which are past due at the reporting date.
Having considered the Group’s exposure to bad debts and the probability of default by customers, no material adjustment has
been identified between recognition of bad debts on a specific basis and expected credit losses outlined below in accordance
with IFRS 9 (2023: US$nil).
Accrued income carried forward into 2024, that will reverse fully in 2025, is US$0.4 million (2023: US$0.4 million).
As at 31 December 2024 the lifetime expected loss provision for trade receivables was:
More than More than More than
30 days 60 days 90 days
US$’000 Current past due past due past due
Total
Expected loss rate 0.05% 0.07% 0.07% 0.05%
Gross carrying amount 6,977 5,442 2,957 1,084
16,460
Loss provision 3 4 2 1
10
As at 31 December 2023 the lifetime expected loss provision for trade receivables was:
More than More than More than
30 days 60 days 90 days
US$’000 Current past due past due past due
Total
Expected loss rate 0.3% 1% 1% 3%
Gross carrying amount 6,799 3,483 1,988 2,234
14,504
Loss provision 20 29 22 78
149
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
50
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
12.
Trade and other payables
2024
2023
US$’000
US$’000
Current liabilities
Trade payables
13,136
9,156
Other taxes and social security
49
29
Accruals
3,211
3,144
Other payables
109
70
Trade and other payables due within less than one year
16,505
12,399
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 82 days (2023: 68 days). The Group has financial risk management policies in place
to ensure that all payables are paid within the credit time frame.
The Group records negligible deferred income and therefore no analysis of contract liabilities has been provided.
13.
Stated capital account
No. of
Share
Share
shares
capital
premium
US$’000
US$’000
At 31 December 2022
16,297,419
–
62,902
Shares issued in the period
Share options exercised
79,517
–
202
At 31 December 2023
16,376,936
–
63,104
Shares issued in the period
Share options exercised
6,672
–
12
At 31 December 2024
16,383,608
–
63,116
There is no authorised share capital and all shares rank pari passu. All issued share capital is fully paid up. All ordinary shares
have no par value.
Audioboom Group plc
FINANCIAL STATEMENTS
51
Annual Report & Financial Statements 2024
14.
Right of use asset leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
Office Lease Total
US$’000
At 31 December 2022
329
Depreciation expense
(239)
Lease modification
1,023
Foreign exchange
4
At 31 December 2023
1,117
Depreciation expense
(200)
At 31 December 2024
917
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2024
2023
US$’000
US$’000
Balance at 1 January
1,110
358
Payment of lease liabilities
(199)
(365)
Imputed lease interest costs
131
100
Lease modification
–
1,017
Balance at 31 December
1,042
1,110
Current
148
68
Non-current
894
1,042
The following are the amounts recognised in the statement of comprehensive income:
2024
2023
US$’000
US$’000
Depreciation expense of right of use assets
200
239
Interest expense on lease liabilities
131
100
Total amount recognised
331
339
The Company recorded total cash outflows for leases of US$302,000 in 2024 (2023: US$481,000).
The following are the total value of the commitments on an undiscounted basis:
2024
2023
US$’000
US$’000
Under one year
269
199
One to five years
1,107
1,376
Total value of commitments
1,376
1,575
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
52
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
15.
Operating lease arrangements
2024
2023
$’000
$’000
The Group as lessee
Lease payments under operating leases recognised as an expense in the year
103
113
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Under one year
77
91
77
91
The operating lease is not recognised as an asset or liability in the Statement of Financial Position under IFRS 16 due to its
total length being less than one year.
16.
Related party transactions
Key management personnel remuneration
See the Remuneration Committee Report for details relating to key management personnel remuneration during the year.
Key management during the year being Stuart Last, CEO and Brad Clarke, CFO.
17.
Share-based payments
The Company has share option schemes for employees of the Group. Options are exercisable at the price agreed at the time
of the issue of the share option. The vesting period and/or any performance conditions vary between employees. If the options
remain unexercised after a period of 10 years from date of grant the options expire. Options are typically forfeited if the
employee leaves the Group before the options vest. Details of the share options granted during the period are as follows:
2024
2023
Weighted
Weighted
average
average
Number of
exercise
Number of
exercise
share options
price (£)
share options
price (£)
Outstanding at beginning of period
1,684,451
5.932
1,403,642
6.838
Granted during the period
515,157
2.400
457,000
3.567
Forfeited/lapsed during the period
(505,491)
13.513
(96,674)
11.108
Exercised during the period
(6,672)
1.500
(79,517)
2.004
Outstanding at end of period –
time vesting based
908,781
2.476
852,451
5.041
Outstanding at end of period –
performance vesting based1
778,663
2.746
832,000
6.845
Total outstanding at end of period
1,687,444
2.600
1,684,451
5.932
Exercisable at end of period
1,192,677
2.532
1,225,401
5.477
1
Options with performance-based vesting will vest, subject to Remuneration Committee discretion, if the Company meets market expectations for revenue
and adjusted EBITDA targets
Audioboom Group plc
FINANCIAL STATEMENTS
53
Annual Report & Financial Statements 2024
The options outstanding at 31 December 2024 had a weighted average exercise price of £2.600, and an average remaining
contractual life of 7 years. The inputs into the Black-Scholes model are as follows:
2024
2023
Weighted average share price
£2.400
£3.567
Weighted average exercise price
£2.400
£3.567
Expected volatility
85%
60%
Expected life
10 years
10 years
Risk-free rate
4.13%
4.02%
Expected dividend yield
0%
0%
Expected volatility was determined by assessing the share price volatility from the current year. The Group recognised total
expenses of US$1.369 million related to equity-settled share-based payment transactions for the year ended 31 December
2024 (31 December 2023: US$2.807 million).
2024
2023
US$’000
US$’000
Share option charge
1,369
2,807
1,369
2,807
At the period end, the Company had in issue outstanding share warrants for a total of 37,500 shares (2023: 170,000 shares)
with a weighted average exercise price of £3.30 (2023: £2.74). All 37,500 (2023: 170,000) of the warrants were exercisable
at the period end.
18.
Content partner minimum guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront contracted advance payment, which is then recouped over the life of the
agreement, thus reducing future expected payments proportionally. The MGs provided secure the right of access to future
content and therefore the expenditure in relation to these guarantees is recognised over the term of the contract. The content
providers' obligations are discharged to the Group over the term of the contract in line with when the Group consumes the
benefit of these obligations.
As at 31 December 2024, of the US$29.3 million (2023: US$33.0 million) total minimum guarantee amount committed to
expenditure, US$8.0 million (2023: US$18.5 million) relates to the two onerous contracts provided for detailed in note 19.
The amounts detailed below are undiscounted.
2024
2023
US$’000
US$’000
MG expenditure committed in 12 months or less
23,838
24,396
MG expenditure committed in more than 12 months
5,486
9,020
Total MG amount committed to expenditure
29,324
33,416
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
54
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
19.
Onerous contract provision
A provision was recognised in 2023 in relation to two partner contracts. As advertising markets performed below the
expectations previously modelled for these agreements, it was assumed that it was unavoidable that the contracts will generate
a loss through to their conclusion on 31 January 2025 and 31 December 2025 respectively. The contracts, which were both
negotiated in early 2022 during buoyant podcast advertising market conditions, recorded a net loss of US$4.1 million in 2024
(2023 net loss: US$5.1 million) and in light of revenue growth being lower than projected at the previous reporting date it is
considered likely that they will continue to be loss making through to their conclusion.
A provision was therefore created for the estimated total contract loss with the trigger point being future revenue and growth
assumptions for the shows being lowered due to the advertising markets being more challenging for longer than anticipated
during 2023 and 2024. Consequently, the ad rates that have been, and are likely to be, commanded for the contract are likely
to be lower than those previously assumed.
In estimating the potential net loss of the contracts, high, medium and low growth projections have been used to estimate the
total net loss of the contracts. The provision has been recognised as, even under the high growth scenario, it is estimated that
the contracts will incur a net loss due to insufficient time and opportunity to derive sufficient revenue growth for the contracts
to generate a profit before their expiration on 31 January 2025 and 31 December 2025 respectively. A weighted average of
the different growth scenarios has been used as the performance of future advertising markets and the specific shows can
only be estimated at the balance sheet date.
It has been deemed appropriate to disaggregate the revenue, net loss and provided for projected net loss of this contract within
the consolidated statement of comprehensive income in order to detail revenue and gross margin which reflects the
performance of the underlying business. No overheads or other costs have been included in the provision assessment because
the main cost of the contract is the revenue share owed to the partner.
The following are the amounts recognised in the statement of comprehensive income:
2024
2023
US$’000
US$’000
Onerous contracts net loss incurred
4,088
5,087
Onerous contracts (release) / provision for expected future net losses
(4,088)
7,499
Total
–
12,586
The following are the total value of the provision which has been calculated on a weighted average basis based on a range of
scenarios then discounted to detail the net present value of the provision:
2024
2023
US$’000
US$’000
Contract provision brought forward
7,499
–
Increase in current contract provision
–
5,046
Increase in non-current contract provision
–
2,453
Release of current contract provision
(1,635)
–
Release of non-current contract provision
(2,453)
–
Contract provision carried forward
3,411
7,499
Audioboom Group plc
FINANCIAL STATEMENTS
55
Annual Report & Financial Statements 2024
20.
Contract settlement and costs
Total legal costs and settlement fee of US$0.5 million were incurred during the year in relation to a third party’s dispute with
a third-party podcast partner in which Audioboom was a named party. US$0.5 million has been recognised as an expense in
the comprehensive statement of consolidated income. There were no previous provisions or other amounts charged or used
in the current or prior period. It represents the actual costs incurred during the year and there are no further costs expected
to be incurred in relation to the settled dispute.
21.
Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to meet their financial obligations as they arise
while maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and
equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group did not have any external borrowings and was
not subject to externally imposed capital requirements. On 14 April 2022, the Company secured a £1.5 million overdraft with
HSBC and this was extended to £2.5 million on 29 November 2024.
Categories of financial instruments
2024
2023
US$’000
US$’000
Loans & receivables
Trade and other receivables
16,594
14,601
Cash and cash equivalents
3,858
3,726
Financial liabilities at amortised cost
Trade and other payables
13,245
9,228
The carrying amounts of financial assets and financial liabilities recorded at amortised cost approximates to their fair values.
Financial and market risk management objectives
It is, and has been throughout the period under review, the Group’s policy not to use or trade in derivative financial instruments.
The Group’s financial instruments comprise its cash and cash equivalents and various items such as trade debtors and trade
creditors that arise directly from its operations. The main purpose of the financial assets and liabilities is to provide finance for
the Group’s operations in the period.
Currency risk management
The Group has limited exposure to foreign currency risk as a result of matching local currency costs to local currency receipts;
thus the main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and
agrees policies for managing these risks and they are summarised below. These policies have remained unchanged throughout
the period under review.
Interest rate risk management
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts offer a competitive
interest rate with the advantage of quick access to the funds.
Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
56
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial
loss from defaults. The Group only transacts with entities after assessing credit quality using independent rating agencies and,
if not available, the Group uses other publicly available financial information and its own trading records to rate its major
customers. The Group’s exposure is continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties. Credit exposure is controlled by counterparty limits.
Ongoing credit evaluation is performed on the financial condition of accounts receivable. The credit risk on liquid funds is
limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the
Group’s maximum exposure to credit risk. Please refer to note 11 for more detail on the trade receivables collection period.
The ageing of trade receivables (US$’000s) as at 31 December 2024 was:
Current
Over 30 days
Over 60 days
90 days +
Total
US$6,976
US$5,442
US$2,957
US$1,084
US$16,460
42%
33%
18%
7%
Liquidity risk management
The Group’s policy throughout the period has been to ensure continuity of funds. The Group manages liquidity risk by
maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. Please refer to note 12 for more detail on the trade payables payment
period.
Fair value of financial instruments
The fair value of other non-derivative financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
22.
Post balance sheet events
There are no post balance sheet events as at the date of this report.
Audioboom Group plc
FINANCIAL STATEMENTS
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Annual Report & Financial Statements 2024
Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
AUDIOBOOM GROUP PLC
(Incorporated and registered in Jersey with registered number 85292)
NOTICE OF ANNUAL GENERAL MEETING 2024
Wednesday, 30 July 2025 at 9.00 a.m.
To be held at
One Bartholomew Close, London EC1A 7BL
Investor Presentation
Shareholders should note that there is no presentation planned for the Annual General Meeting itself. Instead, following
positive feedback to online presentations, Stuart Last (Chief Executive Officer) and Brad Clarke (Chief Financial Officer)
will provide a live presentation via the Investor Meet Company platform following the planned release of the H1 interim
financial results around the time of the AGM. The presentation will be open to all existing and potential shareholders.
Questions can be submitted pre-event via the Investor Meet Company dashboard up until 9.00 a.m. the business day before
the meeting or at any time during the live presentation. Management may not be in a position to answer every question it
receives but will address those it can while remaining within the confines of information already disclosed to the market.
Investors can sign up to Investor Meet Company for free and can register to meet Audioboom via:
https://www.investormeetcompany.com/audioboom-group-plc/register-investor. Investors who already follow Audioboom
on the Investor Meet Company platform will automatically be invited.
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Annual Report & Financial Statements 2024
Audioboom Group plc
NOTICE OF AGM
Strategic Report
Governance
Notice of AGM
Financial Statements
Audioboom Group plc
(incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 85292)
Notice is given that the annual general meeting of the members of the Company will be held at One Bartholomew Close,
London EC1A 7BL on Wednesday 30 July 2025 at 9.00 a.m. to consider and, if thought fit, pass the following resolutions.
Resolutions 1 to 6 will be proposed as ordinary resolutions and Resolutions 7 and 8 will be proposed as special resolutions.
ORDINARY BUSINESS
1. To receive and adopt the Report of the Directors and the audited accounts of the Company for the year ended 31 December
2024 together with the report of the auditors thereon.
2. To re-elect Roger Maddock who retires at the meeting and who, being eligible, offers himself for re-election as a director
of the Company (each a Director and together the Directors).
3. To re-elect Brad Clarke who retires at the meeting and who, being eligible, offers himself for re-election as a Director.
4. To re-appoint haysmacintyre as auditors of the Company from the conclusion of this meeting until the conclusion of the
next general meeting at which accounts are laid before the Company and to authorise the Directors to fix their
remuneration.
SPECIAL BUSINESS
5. That the rules of the Audioboom Group plc 2025 Employee Share Plan (LTIP), the principal terms of which are summarised
in the Appendix to this Notice of AGM, and produced in draft to this meeting (and for the purposes of identification are
initialled by the Chairman of the meeting) are approved and the Directors are authorised to:
(a) make such modifications to the LTIP as they may consider appropriate to take account of the requirements of best
practice and for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and
things as they may consider appropriate to implement the LTIP; and
(b) establish additional plans based on the LTIP but modified to take account of local tax, exchange control or securities
laws in overseas territories, provided that any shares made available under such further plans are treated as counting
against the limits on individual or overall participation in the LTIP.
6. That the Directors be and they are hereby generally and unconditionally authorised in accordance with Article 6.2 of the
Articles of Association of the Company (Articles) to exercise all the powers of the Company to allot ordinary shares of no
par value in the capital of the Company (Ordinary Shares) and to grant rights to subscribe for, or to convert any security
into, Ordinary Shares up to a maximum of 5,480,000 Ordinary Shares, being approximately one third of the current issued
share capital of the Company. The authority conferred on the Directors under this Resolution 6 shall expire at the earlier
of the conclusion of the next annual general meeting of the Company and the date falling 18 months after the passing of
this Resolution save that the Company may before such expiry make an offer or agreement which would or might require
Ordinary Shares to be allotted or rights to subscribe for, or to convert any security into, Ordinary Shares to be granted
after such expiry and the Directors may allot Ordinary Shares or grant rights to subscribe for, or to convert any security
into, Ordinary Shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby
had not expired.
7. That, subject to the passing of Resolution 6, the Directors be and they are hereby empowered pursuant to Article 6.7 of
the Articles to allot equity securities (within the meaning of Article 6.6) for cash or otherwise pursuant to the authority
conferred by Resolution 6, as if Article 6.3 did not apply to any such allotment, provided that this power, shall be limited
to the allotment of equity securities consisting of, or the right to subscribe for, or convert any security into shares in the
Company, up to a maximum of 1,640,000 Ordinary Shares, being approximately 10% of the current issued share capital of
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Annual Report & Financial Statements 2024
the Company, and this authority shall expire at the earlier of the conclusion of the next annual general meeting of the
Company and the date falling 18 months after the passing of this Resolution, except that the Company may before such
expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had
not expired.
8. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases of
Ordinary Shares pursuant to Article 57 of the Companies (Jersey) Law 1991 as amended (the Law) provided that:
8.1
the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 2,460,000
(being approximately 14.99 % of the share capital of the Company in issue as at the date of this document);
8.2
the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 1 penny;
8.3
the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to 105%
of the average of the middle market quotations for an Ordinary Share taken from the London Stock Exchange Daily
Official List for the five business days immediately preceding the date on which any Ordinary Share is contracted
to be purchased by the Company;
8.4
the Directors can, prior to each such purchase, make the solvency statement required by the Law and fulfil all other
requirements of the Law in relation to purchases of a company’s own shares;
8.5
this authority will expire at the conclusion of the next annual general meeting of the Company held after the date
on which this resolution is passed or, if earlier, 18 months after that date;
8.6
this authority shall only be capable of variation, revocation or renewal by special resolution of the Company; and
8.7
the Company may make a contract or contracts to purchase Ordinary Shares under this authority before this
authority expires which will or may be executed and completed wholly or partly after its or their expiration and may
make a purchase of Ordinary Shares in pursuance of any such contract or contracts after its or their expiration.
By order of the board
AST Secretaries Limited
Company Secretary
Registered office:
IFC 5
St Helier
Jersey JE1 1ST
Date: 26 June 2025
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Annual Report & Financial Statements 2024
Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
Audioboom Group plc
NOTICE OF AGM
Strategic Report
Governance
Notice of AGM
Financial Statements
Notes
1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend and (on a
poll) vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a
proxy using the procedures set out in these notes and the notes to the proxy form.
2. Under Jersey law a special resolution requires a two-thirds rather than three quarters majority of those voting at the meeting
in person or by proxy to vote in favour of the resolution.
3. Pursuant to Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company has specified that
only those members registered on the register of members of the Company at close of business on 28 July 2025 shall be
entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes
to the register of members after this time will be disregarded in determining the rights of any person to attend and vote at
the meeting.
4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to
appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the
proxy form.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy,
you must complete a separate proxy form for each proxy and specify against the proxy’s name the number of shares over
which the proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more
than one proxy you must contact MUFG Corporate Markets, the Company’s registrar. If you fail to specify the number of
shares to which each proxy relates, or specify a number of shares greater than that held by you on the record date, proxy
appointments will be invalid.
6. If you do not indicate to your proxy how to vote on any resolution, your proxy will vote or abstain from voting at his
discretion. Your proxy will vote (or abstain from voting) as he thinks fit in relation to any other matter which is put before
the meeting.
7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
a resolution.
8. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold his vote.
9. To appoint a proxy using the proxy form, it must be:
9.1
completed and signed;
9.2
sent or delivered to PXS 1, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
9.3
received no later than 9.00 a.m. on 28 July 2025.
10. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
11.Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power
or authority) must be included with the proxy form.
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Annual Report & Financial Statements 2024
Appointment of proxy by joint members
12. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder (being the first named holder in respect of the shares in the Company’s
register of members) will be accepted.
Changing proxy instructions
13. To change your proxy instructions simply submit a new proxy appointment using the method set out above. Note that the
cut off time for receipt of proxy appointments specified in those paragraphs also applies in relation to amended instructions.
Any amended proxy appointment received after the specified cut off time will be disregarded.
14. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another
hard copy proxy form, please contact the Company.
15. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
16. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the Company. In the case of a member which is a company, the
revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a
duly certified copy of such power or authority) must be included with the revocation notice.
17. The revocation notice must be received by the Company no later than 9.00 a.m. on 28 July 2025.
18. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to
paragraph 19 below, your proxy appointment will remain valid.
19.Appointment of a proxy does not preclude you from attending the meeting and voting in person but you should note that
you are strongly discouraged from attending in person this year. If you have appointed a proxy and attend the meeting in
person, your proxy appointment will automatically be terminated.
CREST
20. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
so for the Annual General Meeting to be held at 9.00 a.m. on 30 July 2025 and any adjournment(s) thereof by using the
procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service
provider(s), who will be able to take the appropriate action on their behalf.
21. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the Company’s agent, MUFG Corporate Markets (CREST Participant
ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which
the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
62
Annual Report & Financial Statements 2024
Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
Audioboom Group plc
NOTICE OF AGM
Strategic Report
Governance
Notice of AGM
Financial Statements
22. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK &
International Limited does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as
shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular
to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
23. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Proxymity
24. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io.
Your proxy must be lodged by 9:00 a.m. on 28 July 2025 in order to be considered valid or, if the meeting is adjourned, by
the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you
will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as
you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment
via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.
Total voting rights
25.As at 26 June 2025, the Company’s issued share capital comprises 16,439,641 ordinary shares of no par value. Each
ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting
rights in the Company as at 26 June 2025 is 16,439,641.
Communication
26. Except as provided above, members who have general queries about the meeting should contact MUFG Corporate Markets
by email at shareholderenquiries@cm.mpms.mufg.com, or you may call on 0371 664 0391. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. Alternatively,
contact by post at MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL.
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Annual Report & Financial Statements 2024
The following explanatory information is provided by way of background to the special business of the meeting:
Approval of the Audioboom Group plc 2025 Employee Share Plan (Resolution 5 – ordinary resolution)
The Company’s original 2014 share option scheme (2014 Scheme) has now expired, although options granted thereunder
remain capable of exercise. This resolution seeks shareholders’ approval for a new Audioboom Group plc 2025 Employee Share
Plan (LTIP) (which includes a sub-plan, the Audioboom Group plc 2025 Incentive Stock Option Plan in Part D of the LTIP for
the grant of tax advantaged Incentive Stock Options to US taxpaying employees). The LTIP provides a flexible framework for
the Remuneration Committee to approve the grant of share options and other share and cash-based awards as incentives to
employees of the Group (including to employees in the US) on a selective basis, and within the same aggregate limits as the
2014 Scheme (with the maximum number of Ordinary Shares that are issued or issuable under the LTIP (and any other share
plans of the Group) in any rolling ten-year period being restricted to 15 per cent. of the Company’s issued share capital). A
summary of the principal terms of the LTIP is set out in the Appendix to this Notice of AGM. A copy of the draft rules of the
LTIP will be available for inspection at the offices of Audioboom Group plc at IFC5 St Helier, Jersey JE1 1ST.
Authority of Directors to allot shares (Resolution 6 – ordinary resolution)
The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of
the shareholders in general meeting pursuant to the Company’s articles of association. The authority granted at the Company’s
last Annual General Meeting is due to expire at this year’s Annual General Meeting.
Accordingly, Resolution 6 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights
to subscribe for, or convert any security into, shares up to a maximum of 5,480,000 ordinary shares. This represents
approximately one third of the current total issued ordinary share capital of the Company, in accordance with current guidelines.
This authority will expire immediately following the Annual General Meeting in 2026 or, if earlier, 18 months following the
Resolution being passed.
Disapplication of pre-emption rights (Resolution 7 – special resolution)
If the Directors wish to exercise the authority under Resolution 6 and offer shares for cash, the Company’s articles of association
require that, unless shareholders have given specific authority for the waiver of the contractual pre-emption rights, the new
shares be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may
be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them
to existing shareholders in proportion to their holdings. The authority granted at the Company’s last Annual General Meeting
is due to expire at this year’s Annual General Meeting. Accordingly, Resolution 7 would authorise the Directors to disapply the
contractual pre-emption provisions.
This would provide the Directors with a degree of flexibility to act in the best interests of the Company by allotting shares for cash
to persons other than pro rata to existing shareholders up to a maximum of 1,640,000 ordinary shares. This represents approximately
10% of the current total issued ordinary share capital of the Company, in accordance with market practice. This authority will expire
immediately following the Annual General Meeting in 2026 or, if earlier, 18 months following the Resolution being passed.
Authority for the Company to purchase its own shares (Resolution 8 – special resolution)
The Company’s articles of association and the Companies (Jersey) Law 1991 permit the purchase by the Company of its own
shares subject to shareholders’ prior approval being obtained.
This Resolution is to authorise the Company to buy back up to 2,460,000 ordinary shares. The authority would expire at the
conclusion of the 2026 Annual General Meeting or, if earlier, 18 months following the Resolution being passed.
The Resolution specifies the maximum number of Ordinary Shares which may be purchased (representing approximately
14.99 per cent of the Company’s issued share capital) and the maximum and minimum prices at which they may be bought,
reflecting the requirements of the Companies (Jersey) Law 1991.
The Board has no present intention of exercising this power and the granting of this authority should not be taken to imply
that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless the Board considers it to be in
the best interests of all shareholders.
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Annual Report & Financial Statements 2024
Audioboom Group plc
NOTICE OF AGM
Explanatory Information for the Resolutions
Action to be taken
You will find enclosed a Form of Proxy for use at the Annual General Meeting. Please complete, sign and return the enclosed
form as soon as possible in accordance with the instructions printed thereon. Forms of Proxy should be returned so as to be
received by MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in
any event no later than 48 hours before the time appointed for holding the Annual General Meeting. Institutional investors may
vote via Proxymity and CREST members may vote via CREST – more information on how to vote by these means can be found
in the notes to the Notice of AGM.
Recommendation
Your Directors consider that all the Resolutions to be put to the meeting are in the best interests of the Company and its
shareholders as a whole and unanimously recommend shareholders to vote in favour of all the Resolutions, as they intend to
do in respect of their own beneficial holdings.
Audioboom Group plc
NOTICE OF AGM
65
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
Summary of the proposed new LTIP
1. General
The LTIP is a discretionary plan which provides for the grant to selected employees and executive directors of the Group, of
rights to acquire (Options) or awards of Ordinary Shares in the form of:
(a) Enterprise Management Incentive Options (EMI Options)
(b) Company Share Option Plan Options (CSOP Options);
(c) Unapproved Options (Unapproved Options);
(d) Incentive Stock Options (ISOs);
(e) Non-Statutory Stock Options (NSOs);
(f) Conditional Share Awards;
(g) Restricted Share Awards; and
(h) Phantom Awards
(together the Awards).
Awards are non-transferable (except on death) and are not pensionable.
2. Administration
The LTIP will be operated and administered by the Remuneration Committee (Committee) which will make all decisions about
participation, form, size and timing of grants of Awards.
3. Eligibility
The Committee has complete discretion as to the selection of employees and executive directors of the Group to whom Awards
may be made.
Tax-advantaged EMI Options, CSOP Options and ISOs may only be granted to those selected employees who meet the relevant
legislative requirements.
4. Grant of Awards
Awards may be granted within 42 days following the adoption of the LTIP and after the announcement of the Company’s
interim or preliminary results. They may also be granted at other times in exceptional circumstances which the Committee
considers justify the granting of Awards, but not during a ‘close period’.
No Award may be granted more than 10 years after the adoption date of the LTIP.
The LTIP rules permit the Company to determine whether any liability for UK employer NICs arising in connection with any
Option (excluding ISOs) shall be transferred to the participant, to the extent legally permissible.
The price, if any, per Ordinary Share payable on the exercise of an Option or on the grant of a Restricted Share Award shall be
determined by the Committee when the Option is granted/Award is made.
EMI Options, CSOP Options, ISOs and NSOs will have an exercise price that represents the market value of the Ordinary
Shares on the date of grant.
Audioboom Group plc
NOTICE OF AGM – APPENDIX
The Audioboom Group plc 2025
Employee Share Plan (LTIP)
66
Annual Report & Financial Statements 2024
5. Individual limits
The maximum aggregate market value of the Ordinary Shares subject to subsisting EMI Options held by an individual at any
time may not exceed £249,999 (or such other limit as prescribed by legislation). Any CSOP Options granted to a participant by
reason of his employment with the Group shall be treated as counted against this limit.
The maximum aggregate market value of the Ordinary Shares subject to subsisting CSOP Options held by an individual at any
time may not exceed £60,000 (or such other limit as prescribed by legislation).
The aggregate market value of the Ordinary Shares under an ISO that can be exercised for the first time in a calendar year by
an individual cannot exceed US$ 100,000.
For the purpose of these limits, the market value is determined at the date of grant of an Award.
6. Limits on the issue of Ordinary Shares
The number of Ordinary Shares which may be issued under the LTIP together with all the other share plans of the Group will
be restricted to 15% of the Company’s issued share capital in any rolling ten-year period.
Ordinary Shares which are purchased from the market to satisfy Awards, or Ordinary Shares subject to Awards which are
released or have lapsed without being exercised, are excluded for the purposes of calculating the limit.
7. Vesting and Performance Conditions
An Award will vest in accordance with the vesting terms specified in the Award Certificate issued to a participant following the
grant of an Award.
The Committee may at its discretion set performance conditions to determine whether or the extent to which an Award will
vest. Any performance conditions may be adjusted if an event occurs which causes the Committee to decide that the adjusted
conditions will measure performance more fairly and provide a more effective incentive.
8. Cessation of Employment
If a participant ceases to be employed by any member of the Group by reason death (or disability in the case of an ISO), a
portion of the Award based on the period of time that has elapsed since the date of grant until the date of death, may be
exercised by the personal representative of the participant within the period of twelve months from the date of death.
If a participant ceases to be employed by any member of the Group by reason of injury or disability, redundancy, retirement,
TUPE transfer, the participant’s employing company ceasing to be under the control of the Company or any other reason at
the discretion of the Committee, a portion of the Award based on the period of time that has elapsed since the date of grant
until the date of cessation of employment, may be exercised at any time within a period of six months from the date of cessation
of employment (in the case of an ISO, three months from the date of cessation of employment).
An Award, whether vested or otherwise, will lapse immediately on the cessation of a participant’s employment with the Group
and an Option shall not be capable of being exercised, in circumstances other than those referred to above.
Corresponding forfeiture provisions would be enshrined in a restricted share agreement, in respect of the grant of Restricted
Share Awards.
9. Corporate events
In the event of a change of control of the Company, unvested Awards will vest to the extent to which any Performance
Conditions have been satisfied at that time, unless the Committee determines otherwise.
Alternatively, the Committee may, with the consent and agreement of the participant and the acquiror, determine that an
Award be exchanged for an equivalent award which relates to shares in the acquiring company.
Audioboom Group plc
NOTICE OF AGM – APPENDIX
67
Annual Report & Financial Statements 2024
Strategic Report
Governance
Notice of AGM
Financial Statements
10. Malus and clawback
The Committee may take such steps as it considers appropriate to reduce the number of Ordinary Shares subject to an Award
(to nil if applicable) and/or impose additional conditions (including repayment to the Company on the number and value of
Ordinary Shares acquired by the participant (or cash paid to the participant)) in certain circumstances, including but not limited
to a material misstatement in any published results of the Group, the participant’s dismissal for misconduct or reputational
damage to the Company.
11. UK MAR
The grant, vesting or exercise (as applicable) of an Award are subject to any restrictions on dealing set out in the Market Abuse
Regulations or otherwise imposed by statute, order, regulation or government directives.
12. Variation of capital
In the event of any rights or capitalisation issue, sub-division, consolidation, reduction or other variation of the ordinary share
capital of the Company, the Board may make such adjustments as it considers appropriate to the number of Ordinary Shares
subject to an Award and/or the price payable on the exercise of an Option (where the Award takes the form of a share option).
13. Exercise of Options
An Option may be exercised in whole or in part, to the extent that it has vested. To exercise an Option, the participant must
pay (or make alternative arrangements with the Company for the payment of) the aggregate exercise price, if any, and the tax
and NIC liabilities arising on the exercise of the Option.
14. Satisfying the vesting/exercise of Awards
The vesting of a Conditional Share Award and the exercise of an Option may be satisfied by issue of shares or by transfer of
treasury shares or by other transfer of shares.
Within 30 days of the vesting of a Conditional Share Award or the exercise of an Option, the Company will issue or procure
the transfer of Ordinary Shares in satisfaction of the Award. Instead of the issue of Ordinary Shares, the Company may decide
to satisfy the vesting of a Conditional Share Award and the exercise of an Option by the payment of cash for an amount equal
to the market value of the Ordinary Shares.
The vesting of a Phantom Award will be satisfied by the payment of cash through the payroll within 30 days of such vesting
an amount equivalent to the market value of the Ordinary Shares on the date of vesting.
15. Amendment and termination
The Plan may be altered by the Board at any time on the recommendation of the Committee. However, any alterations to the
advantage of participants to the rules governing eligibility, individual and dilution limits on participation, terms of the Awards
and adjustment of Awards must be approved in advance by shareholders in general meeting, unless the alteration or addition
is minor in nature and made to benefit the administration of the Plan, to comply with the provisions of any existing or proposed
legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or Group companies.
An amendment may not adversely affect the existing rights of a participant except with the prior consent of the participant.
No amendment to a key feature of the CSOP part of the LTIP may be made if it would cause the relevant requirements of the
CSOP legislation to be breached.
The Plan will terminate on the tenth anniversary of the date of adoption of the Plan is adopted or on such earlier date as the
Board may determine.
Audioboom Group plc
NOTICE OF AGM – APPENDIX
The Audioboom Group plc 2025
Employee Share Plan (LTIP)
(continued)
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Annual Report & Financial Statements 2024