DIGITALBOX PLC
ANNUAL REPORT
AND ACCOUNTS
2023
DIGITALBOX PLC
CONTENTS
DIGITALBOX PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTENTS
Chairman’s statement
Chief Executive’s report
Strategic report
Corporate and social responsibility report
Corporate governance report
Audit Committee report
Remuneration Committee report
Directors’ report
Directors’ responsibilities statement
Independent auditor’s report
Consolidated statement of comprehensive income
Consolidated statement of changes in equity
Consolidated statement of financial position
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5 - 9
10 - 16
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19 - 24
25 - 26
27
28 - 29
30
31 - 35
38
39
40
Consolidated statement of cash flows
41 - 42
Notes forming part of the consolidated financial statements
43 - 64
Company statement of financial position
Company statement of changes in equity
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66
Notes forming part of Company financial statements
67 - 70
Directors, Secretary and Advisers
71
Chairman’s Statement
FOR THE YEAR ENDED 31 DECEMBER 2023
After a challenging year for many media
businesses, with audience volatility
created by algorithm updates on key
platforms and wider economic factors,
I am pleased to report that Digitalbox
plc (‘Digitalbox’) successfully delivered
a positive Adjusted EBITDA* for 2023.
While this represents a reduction
on previous years, it marks the fifth
consecutive year of profitable trading
since being listed in 2019.
The business maintained its strategic focus on
delivering a ‘mobile first’ media operation at scale,
using leading technologies to optimise both audience
engagement and commercial performance, while
integrating bolt-on acquisitions that complement its
operating model.
During the year, the management team focused on
the delivery of this strategy, and successfully navigated
a mix of macro and micro challenges. Specifically,
the UK economy was subdued by high interest rates,
the cost-of-living crisis and geo-political issues that
impacted international markets. These issues had
a knock-on effect on the global advertising market.
Also, dominant platform owners Alphabet and Meta
reported challenges resulting from these conditions.
The result was a highly difficult trading environment.
pages. Despite these headwinds, the team adapted
and made headway with dealing with these issues in
the latter part of the year. Digitalbox delivered full year
revenue of £2.8m (2022: £3.6m) and positive Adjusted
EBITDA* which were within market guidance.
Digitalbox ended the year with gross cash of £1.9m,
which is £0.9m down on the prior year, and with net
cash (gross cash less bank debt) of £1.7m, which is
£0.7m less than the prior year. This is chiefly due to the
strategic value-enhancing bolt-on opportunities the
team completed during the year. In accordance with
Digitalbox’s stated buy and build strategy, we added
12m followers from the four Media Chain Group pages
we acquired, completed the purchase of tvguide.co.uk,
while successfully integrating The Poke that we had
acquired a few weeks prior to the start of 2023.
With an enlarged brand portfolio comprising
Entertainment Daily, The Daily Mash, The Tab, The
Poke and tvguide.co.uk and a doubling our social
media follower base, the business is well placed to
grow into 2024. We can potentially take advantage of
further acquisition opportunities that the Directors
believe trading conditions will likely bring to the fore.
We reported the local headwinds facing the business
in the middle of the year as our biggest brand
Entertainment Daily remained blocked by Google and
our second biggest, The Tab, suffered a content strike
that reduced the reach on one of its biggest Facebook
Marcus Rich
Chairman
25 March 2024
*Adjusted EBITDA is defined as operating profit after adding back depreciation, amortisation, impairment, share based payments,
acquisition costs and direct costs associated with business combinations
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Chief Executive’s Report
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 was another important year
for Digitalbox, as we expanded the
portfolio of trading brands against
a backdrop of challenging market
conditions. With the first full year of
trading of The Poke, which we acquired
in December 2022, we can report the
brand has already repaid 50% of its
acquisition cost and is well positioned
to benefit from a recovering advertising
market. While tvguide.co.uk took
An expanded,
profitable portfolio –
a solid foundation for
future development.
longer than expected to complete, the tech solution
we rolled out has seen traffic improve and produce
a better-than-expected advertising performance.
This performance is a solid foundation for future
development.
The year saw economic uncertainty stemming from
a mix of post-pandemic structural changes, the war
in Ukraine, high interest rates and the UK cost of
living crisis which impacted consumer spending.
Marketers continue to favour mobile digital media,
which presents the most accountable and relevant
commercial solution within the marketing mix.
However, marketers acted and spent with much
greater caution as the cost of living basics like heating
and food significantly eroded household incomes.
Against this backdrop we developed our audience
positions; the Directors believe the Company is now
one of the most significant online publishers in the
UK entertainment space and will benefit from the
demand for quality mobile advertising inventory
at scale.
Our positive year-end position of an expanded,
profitable portfolio of trading brands has resulted
from our knowledge, focus and agility. These
attributes have allowed us to tackle the challenges we
faced, while remaining focused on the positive macro
trends attached to advertising within the mobile
channel which we anticipate will grow ahead
of the market.
FINANCIAL REVIEW
Full year revenue of £2.8m is 22% down on 2022. This
headline is masking the volatility within this overall
movement due to a challenging macro trading
environment. The trading environment saw a 40%
growth in the Group’s underlying revenues in H1
2022 and a 27% reduction in H2 2022. Although we
are disappointed to deliver a reduction in Adjusted
EBITDA* compared to 2022, we are pleased to
continue the trend of being consistently profitable
with Adjusted EBITDA* of £20k, despite the aggressive
market conditions.
Cash generation is a key feature of this business and,
despite the challenging trading conditions leading to
a year-on-year revenue reduction of £0.8m, the cash
generated by operations was £0.2m. The business
ended the year with gross cash at the bank of £1.9m,
which is £0.9m lower than last year. This is despite
having invested £1.0m in intangible assets, via the two
acquisition of assets made, and spending £0.1m in
loan and lease repayments.
The challenging conditions within capital markets,
coupled with the increased base rate, has led the
Board to consider the weighted average cost of
capital discount rate when considering the carrying
value of goodwill and intangible assets in the balance
sheet. This, together with a significantly reduced
cash generation from Entertainment Daily due to
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
the prevailing economic conditions and the content
distribution issues caused by Meta and Google policy
and algorithm changes, has led to an impairment
charge of £6.4m against the carrying value of goodwill
in relation to Entertainment Daily, plus a consequent
£5.0m impairment charge on the carrying value of the
investments in the Company balance sheet.
While 2023 was a year of uncertainty, it demonstrated
the effectiveness of the digital advertising medium
as its share grew to 67% of global ad spend. Post-
pandemic trends continue to evolve and the adoption
of ecommerce via the most personal of channels, the
mobile device, will continue to drive demand for
quality inventory.
OPERATING REVIEW
Digitalbox owns and operates five trading brands –
Entertainment Daily, The Daily Mash, The Tab, The
Poke and TV Guide. Entertainment Daily produces
and publishes online UK entertainment news covering
TV, show business, and celebrities. The Tab is the UK’s
leading student and youth culture site fuelled by a
London-based core team and a national network of
30 local university sites. The Daily Mash delivers online
satirical news articles in its own distinctive style and
The Poke expertly curates the funniest content from
around the web and social media. TV Guide delivers
the latest information to UK consumers about what
to watch and when, ensuring they don’t miss out. All
five brands generate revenue from advertising in and
around the content they publish, and the Daily Mash
has also diversified into a paid subscription model.
Projected Global Digital / Mobile Ad Spend
870
802
734
667
601
10.9%
10%
9.2%
8.6%
2023
2024
2025
2026
2027
Forecast global digital ad spend $bn*
Forecast market growth
With Digitalbox’s lean operating model, the Company
believes it is well positioned to push forward with our
strategy and remain well placed to benefit from for the
forecast growth in mobile ad spending over coming
years. Above and beyond the macro conditions that
impacted most industries in 2023, Digitalbox was
impacted by two specific issues aligned to Alphabet
(Google) and Meta (Facebook). Google algorithms
blocked our biggest brand Entertainment Daily and
Facebook – unjustly in our view – sanctioned a key
social page for The Tab’s coverage of a popular Netflix
documentary about the serial killer Jeffrey Dahmer,
deeming it as ‘promoting a dangerous individual’. Both
issues are showing signs of a potential resolution.
Despite the challenges thrown up by the two platforms,
our publishing operations for the year saw 239m visits
to our websites. As well as successfully integrating The
Poke and TV Guide, we established some very strong
engagement with the Media Chain Group assets that
we acquired and plan to build this further into 2024.
Further, there was underlying commercial success as
we saw significant year-on-year growth in the Poke and
Tab session values over the 12 months and the whole
portfolio of trading brands performed ahead of
the market.
Compelling content remains at the core of the
Digitalbox offering, created by talented teams with an
expert understanding of their respective audiences’
needs. As part of this being an increasingly important
factor in website ranking, we have invested in greater
visibility of our teams across expanded author pages
on the respective websites. We marry the expertise of
these highly valued staff members with our proprietary
mobile-first tech stack, Graphene. Named after the
incredibly fast, light, super-conductive material,
Graphene has been developed to deliver the best user
experience through the fastest and lightest page load
speeds on mobile.
Alongside this highly optimised, low-friction content
delivery, the commercial element of the Graphene
suite, the Graphene Ad Stack (GAS) now powers the
advertising monetisation of Entertainment Daily, The
Daily Mash, The Tab, The Poke and TV Guide. We are
seeing significant value creation here on The Poke and
TV Guide as improved data from our deployment of
GAS has enabled it to significantly grow advertising
session values since the early stages of our ownership
of both brands. As our portfolio expands, GAS’s role in
optimising revenue performance across the business
and speeding the route to enhanced profitability for
acquired properties is key for us.
The Tab has proved to be a great success since its
acquisition at the end of 2020 having fully paid back
its purchase costs within the first two years. We are
tracking to achieve similar results on The Poke and
hope to do the same on TV Guide. We continue
to evaluate further acquisition opportunities and
have seen an increase in opportunities as other
publishers with lower margin headroom endured the
challenging trading conditions of 2023. We remain
ready to move quickly where we can realise the
appropriate value.
The Digitalbox team was maintained in scale during
a turbulent 2023 to ensure capacity for growth on our
existing brands and to ensure any acquisitions can be
quickly integrated, whilst operational efficiencies will
remain strong.
LEADING AS A MOBILE-FIRST BUSINESS
Our strategy to create a mobile-first business has
helped position us as a leader in the market for both
audience engagement and monetisation. Push
media skills remain critical, and our brands engage
consumers at scale through this channel with 91% of
our audience across the portfolio visiting on mobile
devices. With an average of 20m monthly user visits to
our sites, we present truly significant user scale to the
market especially when combined with our capacity
to engage.
Mobile advertising spend was growing well ahead of
the economic issues that emerged in H2 2022 and
we anticipate its acceleration as we emerge from this
challenging period in 2024. As part of our Graphene
technology suite that supports our mobile-first
strategy, we are building a single site template for all
our brands which enables optimisations to be rapidly
applied across the portfolio. As previously reported, our
GAS set up on The Poke quickly drove it to profitability
and we are seeing similar results on TV Guide. This
will give Digitalbox a distinct advantage as we look to
further optimise our existing portfolio, complete more
acquisitions, build new sites and benefit from the
forecast growth in the digital ad market.
PORTFOLIO GROWTH
Television listings site TV Guide is the most recent
addition to the Digitalbox portfolio, with its acquisition
completing in October 2023. We feel the site is
an excellent stablemate for Entertainment Daily
with a distinct proposition and relationship with
Entertainment Daily’s regular editorial output. It
brings over 1m monthly users.
The Poke, as detailed previously acquired at the end of
2022, had a strong first year of full trading with a focus
on unlocking the brand’s commercial potential, with
like-for-like revenues growing by over 80%.
Entertainment Daily saw an overall reduction
in sessions (visits) of 27% year-on-year largely as
result of Google algorithms drastically reducing
its appearance in their search and Discover feeds.
Google accounted for 25m sessions in 2022 so it is
good to be making headway towards a resolution
in 2024. Facebook performed comparatively well
across the year given the reported challenges faced
by other publishers. The editorial team continued to
hit all the TV and showbiz stories as the news broke,
maximising traffic and social engagement around
moments that caught the nation’s imagination. This
year also saw the second annual Entertainment Daily
Awards, along with expanded social amplification
through the new Soap Daily page and the acquired
Media Chain Group pages.
The Tab continues to make a consistent positive
contribution and is growing its advertising session
values significantly ahead of the market. There
was strong growth of 25% year-on-year. Editorial
campaigning for key issues connecting with the
*Source: eMarketer, March 2023 https://www.insiderintelligence.com/content/digital-ad-spend-worldwide-pass-600-billion-this-year
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
CULTURE AND PEOPLE
We remain focused on creating a culture that enables
talented people to do their best work. Even before the
pandemic that meant being flexible and agile rather
than harbouring traditional views of office culture or
adopting a one-size-fits-all approach. We continue
to mix office-based roles and remote working
arrangements, full-time and part-time positions, staff
and freelance contributor agreements to marry the
needs of the business with those of our people. A
hybrid scenario of both home and office working is
what we have found most successful.
Good communication and a sense of inclusion are
important to us, so we continue to publish monthly
all-staff updates on progress and stage weekly
leadership sessions alongside daily team meetings.
Alongside this, we hold two annual all-staff gatherings,
with this year’s summer event a murder mystery
themed conference at Oakley Hall in Hampshire
and literary themed event in London’s Bloomsbury
for Christmas.
Recruiting and retaining great people is crucial
to our growth. Our success hiring younger talent
on Entertainment Daily through its apprentice
programme has continued along with training and
development for more senior staff. The Daily Mash
and the Poke brought on new contributors and The
Tab continues to offer free and highly relevant training
initiatives for its network of student journalists.
Everyone at Digitalbox benefits from the company’s
life assurance and pension schemes and we aim
to ensure our staff are rewarded fairly and have
opportunities to progress within the business. All team
members and their dependents have access to our
free wellbeing and support programme including
student demographic continued to produce national
media pick-ups, alongside its established output
of entertainment and culture coverage. While the
site had to ride out the challenge of the Facebook
strike, this has been resolved for 2024. We continue to
leverage the existing Tab portfolio of Facebook pages,
the newly acquired Media Chain Group pages and are
growing our TikTok and Instagram followers.
The Daily Mash had a year of transition as we
progressed our consumer-revenues strategy, informed
by the brand’s loyal audience and genuinely unique
content. Subscription sign-ups grew by over 180%
across the year. Although the TV show was not
continued by UK TV due to challenges faced by its
Dave channel, we managed to create some significant
engagement testing short form video content
across multiple social channels including Tik Tok and
Facebook and this informs how we move forwards.
Corporate Highlights
REVENUE
ADJUSTED EBITDA
£2.8m vs £3.6m in 2022
£0.02m vs £1.1m in 2022
ADJUSTED EBITDA MARGIN
ADJUSTED EBITDA PER SHARE
0.7% vs 30.2% in 2022
0.02p vs 0.92p in 2022
*Adjusted EBITDA is defined as the operating profit after adding back depreciation, amortisation, impairment,
share based payments, acquisition costs and direct costs associated with business combinations.
international uncertainty driven by war and spiralling
interest rates alongside the UK’s cost of living crisis.
As consumer spending power recovers in line with
declining interest rates and greater political certainty
is installed, we expect the advertising market will
bounce back.
Our view is that Digitalbox’s position in the open
advertising market is a good place to be as it can
adapt in real time, with high-quality inventory always
in demand. Global commentary points towards a
measured market recovery in 2024 with a full return
forecast for 2025. We have no reason to doubt these
predicted improving conditions and are confident
the business is very well placed to benefit from the
returning market.
Our audience sourcing is now more diverse and
balanced than at any time in the Company’s history,
which offers greater stability. We enter 2024 with
an expanded trading brand portfolio primed for
future growth, alongside a returning economy and
a confident digital advertising sector expected to
significantly increase its share of global ad spend over
coming years.
James Carter
Chief Executive
25 March 2024
personalised healthy eating and exercise plans, mental
health support, legal and medical advice and ways to
prevent burnout. A share options scheme also exists
for senior staff.
I would like to take the opportunity to thank all
Digitalbox staff for their incredible hard work and
enthusiasm during a challenging last year and their
valuable contribution to enable us to position the
building blocks for future growth. As the company
continues to expand its portfolio it’s a pleasure to be
working with such a talented and committed team.
BUSINESS OUTLOOK
Since listing on the AIM market of the London Stock
Exchange in 2019, Digitalbox has continued to develop
as a profitable UK digital media business positioned
squarely in the mobile space.
Despite the highly challenging macroeconomic
environment of 2023, global digital advertising spend
is forecast to grow by more than 40% in the next four
years. The consumer and market reaction to both
economic and health-related turbulence of the last
few years has accelerated the trends which benefit
Digitalbox, pushing the business to the forefront as
mobile devices’ share is forecast to shift from 67%
of all digital ad spend in 2023 to 73% in 2027 and
our content and tech teams continue to strengthen
delivery through this channel.
Beyond the advertising market, TV continues to be
highly competitive with the battle for share pushing
all participants towards higher quality content. The
streamers’ optimum operating models have yet to
settle and the terrestrial channels face the pressure
of this changing landscape, yet the quality of the
output continues to grow to benefit our audiences
and fuel the information they crave from publishers
like Digitalbox. This increasingly competitive market
stimulates our various audiences leading to big shows
like I’m a Celebrity Get Me Out Of Here and Love Island
showing strong engagement across our properties in
2023.
The four acquisitions completed since being listed on
AIM – The Daily Mash, The Tab, The Poke and TV Guide
– have all proved the potential of our model, giving us
confidence we can continue to create growth within
the portfolio and make further acquisitions when the
fit is right.
While H1 2022 saw a strong recovery from the
pandemic, the markets adjusted to work with the
new realities of the economic landscape in mid-year
and continued throughout 2023. The trend towards
a more cautious approach to marketing spend was
stimulated by the previously mentioned macro
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Strategic Report
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
media sources too and as a result, we will continue to
see growth opportunities.
We have a proven
We set out to build a new digital media
business; one driven by profit and
The
Digitalbox
Vision
efficiency delivering high quality
content engaging users at
speed and scale.
Our aim remains to generate
organic growth of our existing
assets and to acquire and transform
digital media properties with the
potential to thrive through the
application of the Digitalbox model.
We have a proven ability to grow at speed
by focusing on current and future trends; rapidly
adapting to technical advances and the habits of our
audience, free from legacy issues that frequently
cause distraction in other media businesses.
CONSUMER MEDIA BEHAVIOUR
The Digitalbox publishing model was informed
by the recognition of the growth of ‘push media’
consumption, especially on mobile – where the
most highly engaging and relevant content from
publishers is placed in users’ feeds based on trending
topics, article performance and their own behaviours
and interests.
Content-surfacing algorithms continue to be refined,
delivering a better user experience and higher rates
of engagement resulting in more time being spent
within the respective gateways to this content.
Meta, Alphabet, TikTok and X continue to compete
for consumer attention through ‘push media’
consumption, and it is the publishers with the most
engaging content that will continue to benefit from
this competition. Google continues to develop its push
content strategy via the Discover feed which is now
making billions of content suggestions and Meta is
placing a greater focus on its content tools being more
fully integrated across its platforms in a bid to better
enable creators and satisfy their audiences. TikTok is
taking audience share from all of the key platforms
and its predictive content model points the way
towards the use of AI which will become increasingly
important over the next few years.
Targeting consumers via an array of distribution
channels is one thing, but having the ability to
profitably operate in those channels is where the real
skillset lies.
Whilst the major platforms continue to evolve their AI
models, consumers continue to support other push
OUR APPROACH
We believe in order to be successful in today’s media environment a business, its brands and its people must be:
ENGAGING
The internet is dominated
FAST
Audiences’ expectation levels
FLEXIBLE
Digitalbox is a mobile-first
EFFICIENT
Efficiency matters because we
by platforms that compete
are higher than ever and their
media company for the simple
regard profitable operation as
for engagement and media
attention spans are lower.
reason that this is where
the key to longevity. The digital
brands that deliver the
Our content and tech teams
consumers have congregated.
market has seen many long
highest levels will prosper.
obsess about getting the best
Our future strategy will be
bets against models that fail
Our teams’ passion for their
stories to their readers as
shaped by continuing to move
the profit test. Our teams use
subjects, understanding of
quickly as possible.
with our audience. This will
every tool to maximise their
their audiences and expertise
in producing truly compelling
content, consistently deliver
market-leading levels of
engagement.
inevitably require flexibility as
impact and efficiency.
different platforms go in and
out of favour and different
devices emerge. We know
tomorrow will be different.
ability to grow at speed by
focusing on current and
future trends.
they are seen as selective and discerning. These 25-54
year olds are power-sharers of digital media who even
in these challenging times continue to spread a smile.
The Tab was founded by three students at Cambridge
in 2009 as a reaction to out-of-touch student papers.
Since then it has exploded into one of the biggest sites
in Britain, speaking directly the UK’s youth. They are
the generation tasked with more responsibility than
any other in the last 50 years. It will be their reinvention
that heals the planet, that creates new ways of
working and cares for our ageing population. The
leaders of tomorrow, the global citizens who need to
think in a more measured and considered fashion.
The Poke was founded in 2010 and has since delivered
a uniquely entertaining editorial mix, captivating fans
with an expertly curated blend of the funniest tweets,
comments, videos and reddit discussions as the world
reacts to trending news and life in general. Its well-
balanced audience of males and females sit primarily
RELEVANCE
Our business is currently built around a UK audience
focus which brings distinct benefits across our key
disciplines:
Our editorial content resonates strongly with our
audiences, keeping our readers coming back again
and again.
Our key advertiser relationships all have a significant
presence in our local market which is one of the
world’s most advanced marketing economies and
they place the greatest value on high-quality
UK traffic.
GROWTH THROUGH ‘BUY AND BUILD’
On our admission to AIM in February 2019, Digitalbox
outlined a strategy to make investments in its
existing portfolio and perform acquisitions to grow
the business. We intended to identify targets within
markets that offer natural synergies with our ongoing
operations and also to expand our existing assets
into areas where there is a clear appetite from our
audiences.
The completion of the TV Guide transaction in 2023
marked our fourth acquisition after The Daily Mash
in 2019, The Tab in 2020 and The Poke in 2022. Early
results have been pleasing as we have been able
to improve the brand’s commercial performance
through the application of our Graphene Ad Stack and
improve its technical performance and efficiency.
We will continue to target and screen acquisitions
that best align with our processes and enhance our
existing portfolio to deliver the strategic vision. We will
also continue to develop new content verticals that
offer the opportunity to scale our existing portfolio.
AUDIENCES THAT ARE IN DEMAND
Entertainment Daily reaches a core demographic
of 25+ year old UK women; the power brokers of
UK shopping. Being frequently in charge of the
household budget they are passionate about the
territory they control. They love brands that provide
status and are always on the look-out for great deals
they can share with their friends.
The Daily Mash is consumed by savvy UK independent
thinkers. These educated professionals respond to
the brand’s pitch-perfect skewering of the rich and
infamous and its inventive and surreal takes on the
absurdity of modern life. Influential among their peers
thanks to their own finely-tuned view of the world,
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
MOBILE-OPTIMISED GRAPHENE TECH PLATFORM
Operational KPIs
Graphene is our scalable and
dynamic mobile-first platform. This
tech stack consists of a blend of
technologies allowing our websites
to flourish through an efficient, light
touch content delivery approach.
This brings significant advantages
to how our sites are experienced by
users and also ranked by the key
platforms – especially Alphabet and
Meta – as they evaluate the preferred
destinations for users.
Further, our Graphene Ad Stack
(GAS) maximises mobile profitability,
which has been used to great effect
more than doubling the session
values on The Tab since early 2021,
those of The Poke by 300% YOY in
December 2023 and also enhancing
TV Guide.
Graphene also enables us to realise
tech and serving costs on the
acquisitions we make.
Graphene will continue to evolve via
our tech roadmap for 2024.
ONLINE SESSIONS
MOBILE USERS
UK AUDIENCE
SOCIAL FOLLOWERS
239 million
92 million
71 million
20 million
(2022: 293m)
(2021: 273m)
(2020: 221m)
(2019: 225m)
(2022: 110m)
(2021: 108m)
(2020: 59m)
(2019: 35m)
(2022: 76m)
(2021: 76m)
(2020: 51m)
(2019: 37m)
(2022: 8m)
(2021: 7.0m)
(2020: 6.7m)
(2019: 3.5m)
Visits to Digitalbox’s
websites
Numbers of users visiting sites
on mobile and tablet devices
Users of Digitalbox’s
websites based in the UK
Social followers of
Digitalbox’s properties
2023 Figures include full year Google Analytics & Parse.ly audience figures for Entertainment Daily, The Daily Mash, The Tab, The Poke and two and a half months of TV
Guide since mid October 2023. Social Followers includes current followers of associated pages on Facebook, Twitter, Instagram and TikTok.
in the 25-54 age bracket, loving The Poke’s up-to-the-
minute takes on the biggest, best and most bizarre
stories of the day.
TV Guide is the UK’s longest-running digital-only TV
listings brand, providing its users with detailed episode
guides, video previews, ratings and recommendations
of everything worth watching on more than 300
channels. It’s the destination of choice for UK TV
addicts. TV Guide’s audience is 57/43 male/female split
with 25-54 year-olds the core age demographic.
PORTFOLIO DEVELOPMENT
While profitability is key, we continue to invest
in the existing business. 2024 will see additional
development of content, distribution strategy and tech
on Entertainment Daily, The Tab, The Daily Mash, The
Poke and TV Guide as we aim to strengthen all aspects
of our publishing operations.
We are also developing a ‘verticals’ programme to test
how quickly and efficiently we can bring to market
niche sites to complement the existing portfolio.
The five audiences have further scope for growth in
isolation and for cross-fertilisation across the portfolio.
Further detail on business performance can be found
in the Financial Review and Operating Review sections
of the Chief Executive’s Report beginning on page 5.
Key dates in 2023
Mar 2023
The Poke Q1 session values
grow by over 100% y.o.y.
July 2023
Daily Mash Premium
paywall rolled out
Sep 2023
Daily Mash Premium
subscribers pass 3,000
Nov 2023
Rebranding on Media Chain
Group assets complete
Dec 2023
The Tab Talks student
training initiative
FEB
2023
MAR
2023
APR
2023
MAY
2023
JUN
2023
JUL
2023
AUG
2023
SEPT
2023
OCT
2023
NOV
2023
DEC
2023
Feb 2023
The Poke migration to
Graphene Ad Stack complete
April 2023
The Tab “You Matter”
Mental Health
campaign
Aug 2023
Acquisition of
Media Chain Group
assets completes
Oct 2023
Acquisition of
TV Guide assets
completes
Nov 2023
Entertainment
Daily Google
traffic restored
Dec 2023
TV Guide session
values grow by 18%
12
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Highlights
As noted, 2023 saw encouraging progress across the
portfolio, including:
Y
L
I
A
D
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M
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R
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S
A
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GOOGLE
TRAFFIC
RETURN Q4
1.3M MORE SOCIAL
FOLLOWERS
OVER
25M
VIDEO
VIEWS
180%
GROWTH
MASH PREMIUM
SUBSCRIBERS
GROWTH IN SESSION VALUES YOY
300%
25% GROWTH
IN EDITORIAL
OUTPUT
P
U
O
R
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X
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B
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A
T
I
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D
I
B
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E
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T
I
E
D
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G
V
T
EXPANDED
PORTFOLIO
150% GROWTH IN SOCIAL
FOLLOWERS
3bn+
IN 2023
AD IMPRESSIONS
DIVERSIFIED
TRAFFIC
SOURCING
MOBILE-FIRST
91%
MOBILE
USERS
SESSION VALUES
25% GROWTH IN
14m
TOTAL SOCIAL
FOLLOWERS
NEW PLATFORM
DELIVERED
18%
GROWTH
IN SESSION VALUES
IN FIRST 3 MONTHS
JAN FEB MAR
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
RISKS AND UNCERTAINTIES
The Board considers risk on an ongoing basis and
feels it is important to identify risks, form an objective
view on the impact of these risks, to consider
mitigation plans to counterbalance them and to
keep them under constant review. The risks are
those which the Board considers, as at the date of
this report, are the most critical to the continued
operation of the Group. The risks described do not
represent the totality of the risks facing the Group
and should not be relied on as such by any person
considering any investment decision in relation to
the Company’s ordinary shares.
RISK
POTENTIAL IMPACT
MITIGATION & CONTROL
Deviation from
strategy
A failure to implement the Group’s strategy is likely to lead to the
business missing its trading targets which will have an adverse
knock-on effect on its cash flow prospects. Further, its growth
prospects could be impacted with a consequent negative impact
on shareholder value.
The Board meets regularly to monitor the path of the business
with the non-executive directors objectively challenging
the executives over the performance of the business and its
adherence to the agreed plan.
Reliance on key
online media
platforms
In common with all media businesses globally, the Group uses
online media platforms to market and distribute its content
which, in turn, drives consumers to its sites which enables
monetisation.
The Group monitors the balance of traffic sources in its ongoing
operations and when considering acquisition targets and also
works to respond to key algorithm changes.
Detrimental
algorithm
changes &
content policy
strikes
Competition
Traffic sourcing remains an ongoing challenge for all media
companies as the key platforms adapt the way they rank and
prioritise websites for exposure to their users. Also, if content is
flagged correctly or incorrectly for a policy violation by one of the
platforms the ability to reach audience is negatively impacted for
a period.
Digitalbox constantly monitors performance via the key platforms
and makes ongoing adjustments to its set-up to optimise the
results alongside the use of specialist consultants who advise with
broader industry knowledge. In the event of content policy strikes
the Group follows the relevant appeals policy.
A new entrant into the Group’s market could divert our share
of the time our audience has to consume its content, reducing
session numbers. This would have an adverse effect on the
number of adverts the business can serve, hence reducing the
revenues the business would generate.
There is nothing the Group can do to stop new entrants. However,
it can continue to provide highly engaging content at speed
encouraging its consumers to remain engaged and loyal.
Cash flow
A significant downturn in the trading performance of the Group
would have an adverse effect on the Group’s cash reserves.
The business has substantial cash reserves, is very profitable,
has a very low capital expenditure requirement and pays close
attention to its cash flow forecasts.
Downturn in
advertising
spending
Cyber-attack
Bolt-on
acquisitions
A material decline in UK mobile digital advertising spend
would have a significant impact on the Group’s revenues and
profitability. Also, technologies which may limit the Group’s ability
to effectively monetise the audience it attracts, including but
not limited to brand-safety tools and ad blockers could impact
revenue and profitability.
The Board stays abreast of the wider economic climate,
market trends and advertising forecasts and – through close
relationships with advertising partners – is well informed about
current and coming developments. It has demonstrated an
ability to grow revenues during periods of significant change
(including the introduction of GDPR).
A cyber-attack or malicious action could result in the loss of
data, loss of revenue due to service outage or loss of cash due to
fraud. These actions could be from external parties or disaffected
current or former employees.
As the business is a digital media business, it has an enhanced
understanding of the challenges posed by cyber fraudsters.
The business has a robust data protection policy, robust data
protection and network access controls and carries appropriate
cyber-crime insurance.
As a business planning on scaling through the acquisition of
businesses that complement the Digitalbox portfolio, there is
risk attached to the process in three key areas: price being paid,
quality of due diligence undertaken and the risk attached to
integrating the acquisition into the business.
The Group uses consultants to help the process of acquiring new
businesses so we have a triple screening process through the
executive team, consultants and then the Board.
Staff retention
Competition for high-quality staff and increased mobility
owing to remote working may put pressure on the ability to
recruit and retain staff.
The nature of the work provided by Digitalbox is regarded as
inherently attractive mitigating the likelihood of staff churn.
Inflationary
pressures
The global cost of living crisis is creating inflationary forces,
leading to higher operating costs, reducing profitability.
These pressures within the Group are largely confined to
impacting on payroll and may ultimately feed through into
higher advertising rates, offsetting the issue to an extent. The
Group also believes that inflationary pressures may create
further opportunities to acquire targets.
14
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CORPORATE AND SOCIAL RESPONSIBILITY REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
RISKS AND UNCERTAINTIES (continued)
RISK
POTENTIAL IMPACT
MITIGATION & CONTROL
Management
Succession
Planning
Loss of the knowledge and experience of any senior staff leaving
the business may impact performance if a suitable successor
cannot be identified in a timely manner.
Potential successors within each team are informally identified
by the COO & CEO; a pragmatic approach best suited to the
business’ lean structures.
ESG strategy &
Implementation
The business may need to update and communicate its policies
in order to meet evolving governance criteria.
Update included in 2023 Corporate and Social
Responsibility Report
Artificial
Intelligence
Progress particularly in the field of Generative AI may create
significant disruption including but not limited to the areas of
content creation, search traffic and user behaviour. As a result, all
online media outlets are likely to experience opportunities and
challenges as this rapidly evolving technology develops.
The business will trial and adopt these technologies where
there are opportunities to better equip its teams to increase the
efficiency, quality and quantity of content output and enhance
other operational areas. The business will apply the agility
demonstrated in the past to adapt.
Section 172 of the Companies Act 2006 requires that the Directors act in a way that they consider, in good faith, would most likely
promote the long term success of the business taking into consideration the interests of its shareholders and other stakeholders. The
table sets out our key stakeholder groups, their interests and how the Group engages with them.
STAKEHOLDER
WHY WE ENGAGE
HOW WE ENGAGE
Our shareholders
We maintain and value regular dialogue with our shareholders throughout the
year and place great importance on our relationship with them. We know that
our investors expect a comprehensive insight into the financial performance of
the Group, and awareness of long-term strategy and direction. As such, we aim to
provide high levels of transparency and clarity of our results and long-term strategy
and to build trust in our future plans.
• Regular reports and analysis on investors
and shareholders
• Annual Report
• Company website
• Shareholder circulars
• AGM
• RNS announcements
• Press releases
Our employees
Without our employees we wouldn’t have a business. Effective employee
engagement leads to a happier, healthier workforce who are invested in the success
of the Group. We strive to address any employee concerns regarding working
conditions, health and safety, training and development, as well as workforce
diversity. Engagement with our employees starts from the top and is driven
effectively throughout the Group.
• Evaluation and feedback processes for
employees and management
• Competitive rewards packages
• Encouraging employee training and
development
Regulatory bodies
The Group’s operations are subject to a wide range of laws, regulations, and listing
requirements including data protection, tax, employment, environmental and
health and safety legislation, along with contractual terms.
Our customers
Our relationship with our partners is collaborative and we are in constant dialogue
to provide support and analytics as required. We listen to and engage with our
customers on a regular basis to ensure that we understand their needs and can
provide solutions that address them. We work hard to ensure that customer
concerns are dealt with in a timely and professional manner.
Our suppliers
We have a number of key suppliers with whom we have built strong relationships
with. We establish effective engagement channels to ensure our relationships
remain collaborative and forward focused, and to foster relationships of mutual
trust and loyalty.
• Company website
• RNS announcements
• Annual Report
• Direct contact with regulators
• Compliance updates at Board Meetings
• Consistent risk review
• Continual dialogue and review of feedback
from customers to ensure satisfaction
• Taking a collaborative approach to
problem solving with our suppliers
• Clear parameters are given, backed-up by
written agreements where required, to
ensure the Group and supplier’s actions
are co-ordinated
Corporate and Social Responsibility Report
The Group aims to operate ethically and be socially-
responsible in its actions. Below are a number of the
approaches through which this is achieved.
BUSINESS CONDUCT, ETHICS
AND ANTI-CORRUPTION
The Group is committed to ensuring high standards of
business conduct and has adopted policies in
support of this including an Anti-Bribery & Anti-
Corruption policy and an Equal Opportunities & Anti-
Harassment policy.
SAFEGUARDING CONSUMERS’ DATA
The Group is committed to safeguarding its
consumers’ data and only use this information where
express permission is granted and solely for the
purpose specified. The Group holds registrations with
the ICO and follows its guidelines to ensure it remains
fully compliant with GDPR.
RELATIONSHIP WITH EMPLOYEES
The Group encourages an environment of openness
and debate and welcomes all feedback from within.
Details of the Group’s performance are shared with
all employees at appropriate times via face-to-face
meetings where safe to do so, virtual meetings, email
updates and the Group’s corporate website.
The Group expects a high standard from its staff and
provides support to achieve this. Where possible, as
new roles in the organisation arise, the Group aims to
promote from within.
The Group is committed to fostering new talent and
runs a successful apprenticeship programme, often
hiring candidates into full-time roles on completion of
their apprenticeship.
The Group offers flexible working arrangements for
its staff including remote working and part-time
contracts.
STREAMLINED ENERGY AND
CARBON REPORTING (SECR)
As the Group’s activities are focussed on publishing
digital content only, it has inherently a low carbon
impact;
The Group has only 32 employees who are located in
two serviced offices and/or in their own homes.
These employees create content using standard
laptops, Macbooks, tablets and mobile phones
which is, in turn, stored on managed cloud based
servers outside of the immediate control of the
organisation.
The Group does not process or manufacture any
physical product and does not consume any
physical raw material other than office stationery.
There is negligible international travel.
The immediate boundary of the Group is defined as
the serviced offices and homes that the employees
work in and the energy consumed results from the
lighting, heating and powering of those work spaces.
Good practice requires organisations to report across
the following three scopes;
Scope 1 (Direct) GHG Emissions - These include
emissions from activities owned or controlled by the
Group that release emissions into the atmosphere.
They are direct emissions. Examples of Scope 1
emissions include emissions from the use of light,
heat and power at the serviced offices and in
employees’ homes, which is considered as within
the Group’s immediate boundary.
Scope 2 (Energy Indirect) Emissions - These include
emissions released into the atmosphere associated
with the Group’s consumption of purchased
electricity, heat, steam and cooling. These are
indirect emissions that are a consequence of the
Group’s activities, but which occur at sources you do
not own or control such as cloud based managed
server facilities.
Scope 3 (Other Indirect) Emissions - The include
emissions that are a consequence of the Group’s
actions, which occur at sources which the Group
does not own or control and which are not classed
as Scope 2 emissions. Relevant examples of Scope 3
emissions are business travel by means not owned
or controlled by the Group.
The Group will start to capture emissions data in these
three categories commencing in 2024.
16
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Corporate
Governance
18
19
ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Corporate Governance Report
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX AND THE QCA CODE
Digitalbox PLC is committed to good corporate
governance and has adopted the corporate
governance guidelines of the Quoted
Companies Alliance (QCA).
This section outlines the ways in which the Group
applies the QCA’s ten principles of corporate
governance.
digital media. The Group intends to achieve this
through a buy-and-build strategy with a focus on
profitable publishing on mobile devices. This
strategy is aligned with consumer behaviour and
commercial trends.
The Group will create and deliver compelling content
for its audiences via the web properties it owns now
and will own in the future. This content will engage
audiences and in turn create valuable environments
for advertisers to reach them.
1. Establish a strategy and business model which
promote long-term value for shareholders
Digitalbox aims to become a leading publisher of
The Group intends to deliver long-term value for
shareholders through its understanding of consumer
media consumption, the arising revenue opportunities
including advertising and a continued focus on the
operating profitability of its brands.
More detail on strategy can be found in the Strategic
Report starting on page 10.
2. Seek to understand and meet shareholder
needs and expectations
The Group is committed to building and maintaining
strong relationships with its shareholders and
considers the understanding of shareholder’s needs
fundamental to its success.
The Chief Executive Officer and Chief Financial
Officer are active in meeting with and preparing
presentations for institutional investors and engage in
regular dialogue with the Group’s brokers in order to
gauge shareholder sentiment.
The Group’s Annual General Meeting (AGM) is the
main forum for discussing matters with shareholders,
addressing shareholder queries and understanding
their needs and expectations. Notice of the AGM
and proposed resolutions are sent to shareholders at
least 21 days prior to the AGM. Shareholders and their
representatives are invited to fully participate and vote
in the AGM and are also given the opportunity to vote
by proxy. Voting results are published after the AGM.
James Carter
Chief Executive Officer
Jim Douglas
Chief Operating Officer
David Joseph
Chief Financial Officer
Marcus Rich
Non-Executive Chairman
Philip Machray
Non-Executive Director
Martin Higginson
Non-Executive Director
James joined Digitalbox in 2016 and is responsible
Jim oversees editorial operations at Digitalbox
David is a law graduate and Chartered
Marcus joined Digitalbox as Chairman in February
Philip joined Digitalbox as an Independent Non-
Martin is recognised as a seasoned Technology,
for the strategy, direction and day-to-day running
and has previously held strategic and profit
Accountant, starting his career and qualifying with
2021. Before this he was the CEO of TI Media for
Executive Director in July 2021 and is Chairman
Media and Telecoms (TMT) entrepreneur. He has
of the business. He has a proven track record in
responsibility for successful media brands in
Price Waterhouse, moving into industry in steel
6 years where he led the MBO of Time Inc. UK
of the Audit Committee. He is Chief Financial
started, sold, and listed numerous businesses.
building value in the media industry, within both
sectors including film, music, games, sport and
stockholding (ASD plc) then into FMCG (Unilever
backed by private equity firm Epiris in March
Officer and Chief Executive Officer of data and
His first business was sold to IPC Magazines in
public and limited companies. As part of the
automotive. He has led creative teams in both UK
plc) before entering the media industry in 1995
2018, and then the subsequent successful £140m
intelligence business, Merit Group plc. Phil
1982. Following three years with IPC he left to set
founding executive team at Factory Media, he
and US. He started his career at EMAP plc as a
when he joined Emap plc. Here he occupied
sale of the now named TI Media to Future plc in
is a Chartered Accountant with over 25 years’
up his own publishing and telecoms business,
drove the business to achieve a significant exit to
journalist and in the early 90s he joined start-up
several senior financial roles within its operating
April 2021. Previously he worked for Associated
experience in the media sector as an advisor,
this was subsequently sold to Scottish Power plc.
Forward Internet Group. Prior to the creation of
business Future Publishing, which eventually
companies, including Chief Financial Officer of
Newspapers in the roles of Commercial Director
Board member and Executive. Most recently Phil
During his time with Scottish Power he joined
Factory Media, James was NPD Director at Dennis
became and remains a listed company. At Future,
Emap Metro, the men’s and music publications
and Managing Director Mail On Sunday. He has
worked for 16 years at Reach plc (formerly Trinity
their subsidiary Scottish Telecom, as Managing
Publishing and Publishing Director at EMAP plc
Jim held the position of Editorial Director for 10
business and Emap Advertising, the then central
held several senior Managing Director positions
Mirror plc) where he held roles including Director
Director of their Internet and Interactive division,
where he had responsibility for FHM. FHM grew
years with ultimate responsibility for product
cross platform advertising sale business. On
for sizable businesses in the 16 years he worked
of Corporate Development, Chief Operating
including Internet ISP Demon Internet. Following
from a fledgling fashion focused magazine to a
development. During this time Future was named
leaving in 2001 David has since worked exclusively
for Emap plc in Publishing, TV and Advertising in
Officer of Regionals, and Managing Director
the flotation of Thus plc (formerly Scottish
global network of 32 editions and a value at its
UK Digital Publisher of the Year five times.
within the media industry on many projects
the UK and both the USA and Australia.
of Specialist Digital. Phil began his career at
Telecom) he left to start Monstermob, a company
peak of over £250m.
Board of Directors
20
including start up, MBI, MBO, turnaround,
distressed and buy and build across a wide
spectrum of enterprise values (£1 million to £50
million) and funding structures, internationally,
both in the Far East and in the USA.
Marcus has created significant shareholder value
Deloitte LLP and was a Director within Deloitte’s
he went on to list on AIM in 2003; growing it to a
in the businesses he has run across the
Technology, Media & Telecoms practice.
Top 50 AIM listed business. Monstermob Group
media landscape.
plc was sold to Zed Worldwide in 2006. Martin
has subsequently founded Cityblock plc, a luxury
student accommodation business, NetPlayTV plc,
an interactive TV gaming business, Digitalbox and
Immotion plc.
*Martin resigned from the Board to pursue other
business interests in April 2023.
21
ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Outside the AGM will Group convene general
meetings where shareholder approval is required or
appropriate on Group matters and may seek input
from major institutional investors from time to time in
relation to Group policy.
3. Take into account wider stakeholder and
social responsibilities and their implications for
long-term success
The Group seeks to engage with its wider group of
stakeholders via:
Face-to-face / virtual briefings for staff to update
on the Group’s progress and developments
Email updates for staff regarding developments
Releasing public updates via the RNS service
Stakeholder feedback being passed to Senior
Management via the relevant team member at
Digitalbox as appropriate.
The Group’s approach to this can be found
starting on page 16.
4. Embed effective risk management,
considering both opportunities and threats,
through the organisation
The Board considers the risks facing the business on
an ongoing basis and ensures mitigation strategies
are in place wherever possible. The Executive Directors
regularly keep the Board updated on current trading,
wider market trends and other developments as a
means of identifying existing and potential future
opportunities and risks.
Key risks and uncertainties facing the business are
found on page 15 and 16.
5. Maintain the Board as a well-functioning,
balanced team led by the Chair
The Board comprises three Executive Directors and
two Non-Executive Directors, following the resignation
from the Board of Martin Higginson during the period.
The Board considers both Non-Executive Directors to
be independent.
The Board will operate in a collaborative and
constructive manner with a clear focus on the delivery
of the strategy and increasing shareholder value.
The appointment of Directors will be in accordance
with the Articles of Association.
The Board met 11 times in 2023.
Details of the Board members, their roles and
their attendance at meetings can be found on
pages 20, 21 and 23.
6. Ensure that between them the Directors
have necessary up-to-date experience, skills
and capabilities
The Group considers the skills and experience of the
Board to be appropriate and this is kept under review.
The Executive Directors have each worked in
consumer media for more than twenty years, and as
a group have experience at senior management level
in respected PLC media businesses. Their specific
media expertise includes editorial management, new
product development, commercial management,
strategic planning, international expansion, financial
management, corporate restructuring, digital
transition, brand development, acquisitions and
disposals.
The Group’s non-executive Directors have extensive
successful track records in the fields of digital and
print publishing, television and also have extensive
experience in M&A.
7. Evaluate Board performance based on
clear and relevant objectives, seeking
continuous improvement
The Board’s process of evaluating its own
performance, that of its Committees and the
individual Directors, is led by the Chairman.
The process is conducted by the Remuneration
Committee. The Remuneration Committee will
evaluate Board performance against targets.
Targets are aligned with the delivery of the Group’s
strategy.
The Board may utilise the results of the evaluation
process when considering the adequacy of the
composition of the Board and for succession planning.
8. Promote a culture that is based on ethical
values and behaviours
The Group aims to achieve the highest ethical
standards and behaviour when conducting its
business, with integrity, fairness and equality being
high priorities.
The Corporate and Social Responsibility report is found
on page 17.
9. Maintain governance structures and processes
that are fit for purpose and support good
decision-making by the Board
The roles of the Chairman and the Chief Executive
Officer are separated and clearly defined. The
Chairman provides impartial leadership and guidance
to the Board. Working with the Executive Directors,
the Chairman is responsible for setting the agenda for
Board meetings and ensuring Board members receive
the information they need to properly participate in a
timely fashion.
The Chief Executive Officer is responsible for the
execution of Group strategy approved by the Board,
the leadership of the Group’s senior management
team and its employees on a day to day basis.
Board
Audit
Remuneration
Nomination
Disclosure
Marcus Rich
James Carter
Jim Douglas
David Joseph
Martin Higginson
Philip Machray
11/11
11/11
11/11
11/11
11/11
3/11
3/3
-
-
-
3/3
2/3
1/1
-
-
-
1/1
1/1
n/a
n/a
-
-
-
n/a
n/a
-
-
-
n/a
n/a
22
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors’ remuneration, including pensions, bonus
arrangements, benefits, incentive payments and
share option awards, and the policy for, and scope of
any termination payments. The remuneration of the
Non-Executive Directors is a matter for the Board. The
Remuneration Committee will meet when necessary
and generates an annual remuneration report to be
approved by the members of the Company at the
annual general meeting. No Director may determine
their own remuneration. Marcus Rich acts as chairman
of the Remuneration Committee and Philip Machray
is the other member.
The Remuneration Committee report is found on
page 27.
The Nomination Committee is responsible for
reviewing the structure, size and composition of
the Board based upon the skills, knowledge and
experience required to ensure the Board operates
effectively. The Nomination Committee meets when
necessary to do so. The Nomination Committee
also identifies and nominates suitable candidates
to join the Board when vacancies arise and
makes recommendations to the Board for the re-
appointment of any Non-Executive Directors. Marcus
Rich acts as chairman of the Nomination Committee
and Philip Machray is the other member.
The Disclosure Committee is responsible for
ensuring compliance with the AIM rules and MAR
concerning disclosure of inside information and works
closely with the Board to ensure that the Group’s
nominated adviser is provided with any information it
reasonably requests or requires in order for it to carry
out its responsibilities under the AIM Rules and the
Aim Rules for Nominated Advisers. The Disclosure
Committee approves all RNS and other significant
announcements, normally via email and will meet
as required. Marcus Rich acts as Chairman of the
Disclosure Committee. Philip Machray is the other
member.
10. Communicate how the Group is governed
and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders.
The Group communicates with shareholders
and other stakeholders through its Annual and
Interim Reports, regulatory and non-regulatory
announcements, its investor relations website, Annual
General Meetings and face-to-face meetings.
Further details of this can be found on pages 16 and 17.
The Chief Operating Officer supports the Chief
Executive in the delivery of the strategy with a
specific remit over editorial matters.
The Board has established four committees with
clearly defined responsibilities. These are as follows:
The Audit Committee’s principal functions include
ensuring that the appropriate accounting systems
and financial controls are in place, monitoring
the integrity of the financial statements of the
Group, reviewing the effectiveness of the Group’s
accounting and internal control systems, reviewing
reports from the Group’s auditors relating to the
Group’s accounting and internal controls, and
reviewing the interim and annual results and
reports to Shareholders, in all cases having due
regard to the interests of Shareholders. The Audit
Committee will meet as necessary, informed by the
reporting and audit cycle or other requirements.
Philip Machray, who has recent and relevant
financial experience acts as chairman. Marcus Rich
is the other member of the Audit Committee.
The Audit Committee report is found on page 25
and 25.
The Remuneration Committee is responsible
for determining and agreeing with the Board the
framework for the remuneration packages for
each of the Executive Directors. The Remuneration
Committee considers all aspects of the Executive
Audit Committee Report
T he Audit Committee is responsible for
ensuring that the financial performance of
the Group is properly reported and reviewed.
Its role includes monitoring the integrity
of the financial statements (including annual and
interim accounts and results announcements),
reviewing internal control and risk management
systems, reviewing any changes to accounting
policies, reviewing and monitoring the extent of the
non-audit services undertaken by external auditors
and advising on the appointment of external auditors.
The Board has overall responsibility for the Group’s
system of internal financial control and for reviewing
its effectiveness. The purpose of the system of control
is to manage rather than eliminate the risk of failure
to achieve business objectives and can only provide
reasonable, but not absolute, assurance against
misstatement or loss. The Chief Financial Officer is the
executive within the Group responsible for day-to-day
financial management of the Group’s affairs and its
internal accounting.
The Group’s Chief Financial Officer and the external
auditors attend meetings of the Audit Committee
by invitation. The Committee also holds separate
meetings with the auditors as appropriate.
2023 ACTIVITIES
The Audit Committee met three times during the year.
Two of these meeting were primarily used to consider
the prior year’s Annual Report and Accounts and
the current year interim financial statements. At the
third, in December 2023, the Committee met with the
Group’s external auditors to agree the audit plan for
the 2023 financial year-end. The Committee also met
in March 2024 prior to approving the 2023 accounts.
The Committee undertook a review and assessment
of the Annual Report in order to determine whether
it could advise the Board that, taken as a whole, the
Annual Report is fair, balanced and understandable,
and provides shareholders with the information they
need to assess the Group’s position, performance,
business model and strategy. In doing this, the
Committee reviewed and discussed the findings from
the external auditors as part of the 2023 year-end
audit and fully discussed the Annual Report at the
Committee meeting in March 2024. It considered the
following Significant Accounting Judgements:
1. Revenue recognition – the Committee considered
the Group’s approach to revenue recognition and
its compliance with IFRS, and concluded that the
very nature of programmatic advertising revenue
ensured clarity on the allocation of revenue across
each distinct accounting period and a clean cut off.
2. Accounting for business acquisitions – the
committee considered the appropriate accounting
treatment and judgements used to appropriately
record the Media Chain Group acquisition and
completion of the tvguide.co.uk acquisition
during the year. This included assessment of the
respective fair values and whether the transactions
were treated as assets acquisitions or as Business
Combinations.
3. Capitalisation of development costs – the
Committee reviewed the circumstances under
which development costs had been capitalised
as intangible assets during the course of the year
and was satisfied that for each development,
management had demonstrated that the
recognition criteria under IAS38 had been met.
4. Carrying value of goodwill and other intangible
assets – the Committee considered the Group’s
24
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DIGITALBOX PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
REMUNERATION COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Audit Committee Report cont...
Remuneration Committee Report
approach to evaluation of the carrying value of
goodwill and other intangible assets. Having
incurred a significant reduction in profitability
during the year, the Committee carefully
considered the value in use of each CGU based
on management’s projection of future cash flows
and the appropriateness of the discount rate used
to determine net present value. The Committee
was supportive of the impairment of the goodwill
recognised in respect of Entertainment Daily and
was satisfied with the carrying values of the assets
associated with the Group’s other brands having
considered the discounted cash flow model which
demonstrated that no impairment charge was
required for them.
5. Going Concern – the Committee considered
the appropriateness of a going concern basis
especially in the light of global macroeconomic
factors, specific industry characteristics creating
volatility in the Group’s revenues and the reduction
in profitability experienced during the year. The
Committee was assured that the business has a
strong balance sheet, is trading profitably and that,
whilst consumer advertising revenues are expected
to remain under pressure, the Group’s core business
model is resilient.
Following a robust process, the Committee
recommended to the Board that the Annual Report is,
taken as a whole, fair, balanced and understandable.
INTERNAL AUDIT
The Group does not have an internal audit function
as this is not considered appropriate given the
scale of the Group’s operations. The Audit
Committee believes that management is
able to derive assurance as to the adequacy
and effectiveness of internal controls and
risk management procedures without a
separate Internal Audit function.
EXTERNAL AUDITORS
The Audit Committee has reviewed the independence
and effectiveness of Haysmacintyre LLP, the Group’s
external auditors, and are satisfied in both respects.
Haysmacintyre LLP’s fees in the year in respect of
audit services were £62k (2022: £55k) and in respect
of non-audit services were £5k (2022: £4k) as detailed
in note 8. Haysmacintyre LLP have signified their
willingness to continue in office and a resolution
to reappoint Haysmacintyre LLP as auditor to the
Company will be proposed at the AGM.
T he Remuneration Committee determines
the remuneration packages for Executive
Directors and other senior employees and
keeps the Group’s policy on pay and benefits
under review generally.
The Remuneration Committee will keep under review
the long-term incentivisation of Executive Directors
and senior employees, balancing the need to control
costs while ensuring that pay and benefits offered by
the Group are appropriate for attracting and retaining
high-calibre staff.
The Committee will continue to have due regard to
remuneration reports from independent sources, to
the guidance of its professional advisers and to good
practice generally.
Directors’ remuneration for the year of 2023 are shown
on page 52. Directors’ shareholdings are set out below:
Philip Machray
Chairman of the Audit Committee
28 March 2023
James Carter
Jim Douglas
David Joseph*
10,908,078
10,908,078
1,150,100
9.3%
9.3%
1.0%
10,908,078
10,908,078
600,000
9.3%
9.3%
0.5%
Director
Number of
%
Number of
%
1p Ordinary Shares as at
31st December 2023
1p Ordinary Shares as at
31st December 2022
22,966,156
19.5%
22,416,156
19.0%
Total ordinary shares
117,923,393
117,923,393
*on 13 January 2023 David Joseph acquired a further 550,000 shares.
Options have been granted to certain key employees, as below:
Option Holder
Number of Shares
Vesting Date
James Carter*
Jim Douglas*
Nick Clough
Karen Hyland
Grace Vielma
James Carter
James Douglas
Thomas Christmas
Hayley Soen
Vested
Vested
Vested
Vested
24 February 2024
5 April 2026
5 April 2026
5 April 2026
5 April 2026
681,958
681,958
1,002,960
1,002,960
1,002,960
1,504,441
1,504,441
1,002,960
501,480
7,883,158
*Effective options in Digitalbox plc arising from warrants in a subsidiary company vesting immediately
Marcus Rich
Chairman of the Remuneration Committee
28 March 2023
26
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DIGITALBOX PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors’ Report
DIGITALBOX PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
T he Directors present their report and audited
financial statements for the year ended 31
December 2023.
Principal Activities
The principal activities of the Group are the
publication of consumer media through the
digital mobile channel, with revenues derived from
programmatic advertising.
The principal activity of the Company is as a holding
company.
Board of Directors
The Directors who served during the year were:
Marcus Rich
James Carter
Jim Douglas
David Joseph
Philip Machray
Martin Higginson (Resigned 30 April 2023)
Future Developments
The Company has chosen in accordance with section
414C(11) of the Companies Act 2006 to include the
disclosure of likely future developments in the Chief
Executive’s Statement beginning on page 5.
Dividends
No dividends were paid during the year (2022: £Nil).
The Board is not recommending the payment of
a final dividend in respect of the year ended 31
December 2023.
Earnings per Share
Earnings per share in the period from continuing
operations was a loss of 5.662p (2022: profit of 0.683p)
and diluted earnings per share from continuing
operations in the period was a loss of 5.662p (2022:
profit of 0.670p).
Going Concern
At the time of approving the financial statements,
the Directors have a reasonable expectation that
the Company and the Group have adequate
resources to continue in operational existence for the
foreseeable future. In considering going concern, the
Directors consider the current financial position and
performance of the business, as well as reviewing
financial information for a period of at least 12 months
from the date of approval of the financial statements.
Given the strong and liquid balance sheet position,
the ability of the Group to generate operating cash
in a challenging market, the full year effect of the
successful acquisition of The Poke and the completion
of the acquisition of tvguide.co.uk, the Directors have a
reasonable expectation that the Group has adequate
resources to continue in operational existence for
the foreseeable future. The going concern basis of
accounting has therefore been adopted in preparing
the financial statements.
Treasury Operations
& Financial Instruments
The Group operates a centralised treasury function
which is responsible for managing liquidity, interest
and foreign currency risks associated with the
Group’s activities.
The Group’s principal financial instrument is
cash, the main purpose of which is to fund the
Group’s operations.
The Group has various other financial assets and
liabilities such as trade receivables and trade payables
naturally arising from its operations.
The Group’s exposure and approach to capital and
financial risk, and approach to managing these
is set out in note 20 to the consolidated financial
statements.
Employee Engagements
The Group engages with its employees regularly
through face-to-face communication and virtual
meetings during which details of the Group’s
performance is shared.
Further information regarding employee
engagement can be found in the Corporate and Social
Responsibility Report on page 17.
Political Donations
The Group did not make any political donations
during 2023 (2022: £Nil).
Employee Policies
The Group has established employment policies
which are compliant with current legislation and
codes of practice. The Group is an equal opportunities
employer.
Payment of Suppliers
The Group’s policy is to pay suppliers in accordance
with the relevant contractual terms between the
Group and the supplier. Where no specific terms are
agreed, the Group’s standard policy is net monthly.
Directors’ Indemnity
The Company’s Articles of Association provide, subject
to the provisions of UK legislation, an indemnity for
Directors and officers of the Company in respect of
liabilities they may incur in the discharge of their
duties or in the exercise of their powers, including any
liabilities relating to the defence of any proceedings
brought against them which relate to anything done
or omitted, or alleged to have been done or omitted,
by them as officers or employees of the Company.
Appropriate directors’ and officers’ liability insurance
cover is in place in respect of all the Directors.
Directors’ Conflicts of Interest
In the event that a Director becomes aware that they,
or their connected parties, have an interest in an
existing or proposed transaction involving the Group,
they will notify the Board in writing or at the next
Board meeting.
Significant Shareholdings
As at 31 December 2023, the following shareholders
owned 3% or more of the Company:
Matters Covered in the Chairman’s
Statement & Financial Statements
Certain matters which are required to be disclosed in
the Directors’ Report (such as review of the business
and future developments) have been omitted as they
are included within the Chief Executive’s Statement,
the Strategic Report and within the notes to the
Financial Statements.
Annual General Meeting
The Company’s Annual General Meeting will be
announced in due course.
Statement as to Disclosure of Information
to the Auditor
As far as the Directors are aware they have each taken
all necessary steps to make themselves aware of any
relevant audit information and to establish that the
auditor is aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of the
Companies Act 2006.
Auditors
Haysmacintyre LLP have signified their willingness
to continue in office and a resolution to reappoint
Haysmacintyre LLP as auditor to the Company will be
proposed at the AGM.
Approved by the Board on 25 March 2024 and signed
on its behalf:
Name
Downing Strategic Micro-Cap
Investment Trust plc
Storia Credit Holdings (Europe)
Mr James Carter
Mr Jim Douglas
Hargreaves Lansdown
Asset Management (Bristol)
Professor P Unwin
Shares
%
James Carter
Chief Executive Officer
22,989,795
22,244,779
10,908,078
10,908,078
19.5
18.9
9.3
9.3
4,740,573
3,795,100
4.0
3.2
28
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DIGITALBOX PLC
DIRECTORS’ RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors’ Responsibilities Statement
Independent Auditor’s Report
T he Directors are responsible for preparing
the Strategic Report, Directors’ Report and
the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law the Directors have elected to
prepare the financial statements in accordance with
International Financial Reporting Standards (“IFRS”) as
adopted by the United Kingdom and applicable law.
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 Company and the Group and of the profit or loss
of the Company and the Group for that period.
In preparing these financial statements, the Directors
are required to:
Financial statements are published on the Group’s
website in accordance with the rules and legislation
in the United Kingdom governing the preparation
and dissemination of financial statements, which
may vary from legislation in other jurisdictions.
The maintenance and integrity of the corporate
and financial information on the Group’s website
is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of
the financial statements contained therein.
The work carried out by the auditors does not include
consideration of the maintenance and the integrity of
the website and accordingly the auditor accepts no
responsibility for any changes that have occurred to
the financial statements when they are presented on
the website.
select suitable accounting policies and then
apply them consistently;
make judgements and accounting estimates
that are reasonable and prudent;
state whether IFRS as adopted by the United
Kingdom have been followed subject to any
material departures disclosed and explained in
the financial statements;
provide additional disclosures when compliance
with specific requirements in IFRS is insufficient
to enable users to understand the impact
of particular transactions, other events and
conditions on the Company’s and the Group’s
financial position and financial
performance; and
prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company and the Group will
continue in business.
OPINION
We have audited the financial statements of
Digitalbox plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31
December 2023 which comprise the Consolidated
Statement of Comprehensive Income, Consolidated
Statement of Changes in Equity, Consolidated
Statement of Financial Position, Consolidated
Statement of Cash Flows, Company Statement of
Financial Position, Company Statement of Changes in
Equity, Company Statement of Cash Flows and notes
to the financial statements, including a summary of
significant accounting policies. The financial reporting
framework that has been applied in their preparation
is applicable law and UK adopted International
Financial Reporting Standards (“IFRS”).
In our opinion, the financial statements:
give a true and fair view of the state of the
group’s and of the parent company’s affairs as at
31 December 2023 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 Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are
independent of the group in accordance with the
ethical requirements that are relevant to our audit
of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the director’s assessment of the entity’s ability
to continue to adopt the going concern basis of
accounting considered the inherent risks to the group
and the company’s business model and reviewed
the directors’ assessment of how those risks affect
the group and the company’s financial resources or
ability to continue operations over the going concern
period. We considered the likely cash inflows and
outflows over the going concern period and assessed
the risk that the group and the company would
be unable to meet their liabilities as they fall due.
We scrutinised the reasonableness of assumptions
applied to the cash flow forecasts and sensitised such
forecasts against various scenarios which could come
to realisation. We reviewed management’s going
concern memo and discussed with the Board. We
considered post balance sheet date performance and
other wider factors in concluding our assessment.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group and the company’s
ability to continue as a going concern for a period
of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our audit scope included obtaining an understanding
of the group and its environment, including the
group’s system of internal control, and assessing the
risks of material misstatement at the group level, with
consideration of the monetary value of the balances
subject to audit. Whilst we performed this assessment
at the planning stage, we concluded that our
planning assessment was still relevant, and therefore
appropriate, based on the year-end figures.
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DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Both Digitalbox PLC and Digitalbox Publishing
Limited were considered to constitute significant
components and therefore subject to full scope
testing. Digitalbox Holdings Limited was deemed
to be insignificant to the Group and audit work
performed was limited to analytical review. This work
has been performed by the Group audit team.
Our Group audit scoping ensured that was obtained
coverage through full-scope audit procedures of
100% of the Group’s profit and the Group’s total assets
and liabilities, with reference to the materiality basis
detailed below.
We communicated with both the Directors and the
Audit Committee our planned audit work through
our audit planning report and relevant discussions.
Throughout the process we engaged in conversation
with both the Directors and Audit Committee relating
to the process of the audit.
We communicated with both the Directors and Audit
Committee our audit findings and conclusions in our
final audit report.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, including those which had
the greatest effect on the overall audit strategy, the
allocation of resources in the audit, and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
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.
OUR APPLICATION OF MATERIALITY
The scope and focus of our audit were influenced by
our risk assessment and application of materiality. We
define materiality as the magnitude of misstatement
that could reasonably be expected to influence the
economic decisions of the users of the financial
statements. We use materiality to determine the
scope of our audit and the nature, timing and extent
of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial
statements as a whole.
Materiality for the financial statements as a whole
was set at £45,000, determined by reference to 7.5% of
normalised 5-year group Adjusted EBITDA (Adjusted
EBITDA is defined as the operating profit after adding
back depreciation, amortisation, impairment, share
based payments, acquisition costs, direct costs
associated with business combinations and capital
restructure costs). Performance materiality was set at
£29,300, being 65% of materiality. We have reported
to the audit committee any corrected or uncorrected
misstatements arising exceeding £2,250.
Component materiality for the parent company
and only trading subsidiary, Digitalbox Publishing
Limited, were capped at £40,000, with reference to a
benchmark of group materiality.
Both entities were subject to statutory audits in their
own rights, however the materiality calculated for
these entities was more than component materiality
and as such, component materiality was used for the
individual audits.
KEY AUDIT MATTER
HOW OUR SCOPE ADDRESSED THIS MATTER
Fraud in revenue recognition (Digitalbox Publishing Limited)
Group revenue comprises both the sale of digital advertising
space and subscription revenues. Revenue is recognised in line
with the accounting policies in note 4.
We consider there to be a significant risk around the occurrence
of this revenue and its recognition in accordance with IFRS 15.
Revenue earned through the sale of digital advertising space
is recognised on the basis of dashboards maintained by
customers and is manually invoiced on a monthly basis. There
is a risk that it is incorrectly recognised.
Revenue earned through the sale of subscriptions to
customers is recognised on a monthly basis based on the
subscription start date.
We also consider there to be a risk of misstatement of the
financial statements related to transactions occurring close to
the year-end, as transactions could be recorded in the wrong
financial period (cut-off).
Impairment of goodwill and other intangibles
assets (Digitalbox Plc)
The group has recognised intangible assets and goodwill, which
arose on the historical acquisitions of Entertainment Daily and
The Tab. There is a risk that the value of the intangible assets and
goodwill should be impaired as at 31 December 2023.
We performed a test in total on the programmatic
revenue within Digitalbox Publishing Limited using extractions from each
customer’s dashboard and agreeing this to the nominal ledger. For subscription
revenue, we tested the balance in total back to both the subscription platform and
cash received during the period.
Further work included, but was not restricted to:
agreeing a sample of revenue to bank statement receipts;
reviewing a sample of sales raised in January 2024 to ensure that these were
recognised in the correct period; and
reviewing the recoverability of a sample of trade receivables at the year end to
assess validity of their recognition and carrying value as at 31 December 2023.
Our work included, but was not restricted to:
reviewing and assessing the impairment reviews prepared by management and
both challenging and benchmarking the key assumptions within the value in
use model;
reviewing and assessing future budgets and cash flow forecasts including
considering downside sensitivities;
making enquiries of management and assessing expected future performance
and potential growth in the business.
Valuation of investments in subsidiaries and
intercompany receivables
Included in the Parent Company’s Statement of Financial
Position are investments in subsidiaries of £6,226,228 (2022:
£11,209,000) and intercompany receivables of £1,177,000 (£2022:
£1,261,000).
Given that the Group and subsidiaries have seen a decline in
performance in the current year, there is a risk that both the
investment and intercompany receivables balances should be
impaired as at 31 December 2023.
We challenged management’s impairment assessment of the recoverability of
these balances, reviewing the forecasts of Digitalbox Publishing’s performance. This
consisted of, but was not limited to:
Reviewing and assessing the forecasts prepared by management and both
challenging and benchmarking the key assumptions within the cashflow model;
Verifying the budgets prepared by management to actual results post year-end
Benchmarking key assumptions made within the model to industry data
and information.
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
OPINIONS ON OTHER MATTERS PRESCRIBED
BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the strategic report
and the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
the strategic report and the directors’ report
have been prepared in accordance with
applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO
REPORT BY EXCEPTION
In the light of the knowledge and understanding
of the group and the parent company and its
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
adequate accounting records have not been
kept by the parent company, or returns
adequate for our audit have not been received
from branches not visited by us; or
the parent company financial statements are
not in agreement with the accounting records
and returns; or
certain disclosures of directors’ remuneration
specified by law are not made; or
we have not received all the information and
explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities
statement set out on page 30, the directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the group’s and the
parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis
of accounting unless the directors either intend to
liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR
THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
EXPLANATION AS TO WHAT EXTENT
THE AUDIT WAS CONSIDERED CAPABLE
OF DETECTING IRREGULARITIES,
INCLUDING FRAUD.
Based on our understanding of the company and
industry, we identified that the principal risks of
non-compliance with laws and regulations related to
regulatory requirements for the business and trade
regulations, and we considered the extent to which
non-compliance might have a material effect on
the financial statements. We also considered those
laws and regulations that have a direct impact on
the preparation of the financial statements such as
the Companies Act 2006, income tax, payroll tax and
sales tax.
USE OF OUR REPORT
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an Auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the company and the company’s members as a body,
for our audit work, for this report, or for the opinions
we have formed.
Jon Dawson
(Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
Date: 27 March 2023
We evaluated management’s incentives and
opportunities for fraudulent manipulation of the
financial statements (including the risk of override
of controls), and determined that the principal risks
were related to posting inappropriate journal entries
to revenue and management bias in accounting
estimates. Audit procedures performed by the
engagement team included:
Inspecting correspondence with regulators
and tax authorities;
Discussions with management including
consideration of known or suspected instances
of non-compliance with laws and regulation
and fraud;
Evaluating management’s controls designed to
prevent and detect irregularities;
Identifying and testing journals, in particular
journal entries posted with unusual account
combinations, postings by unusual users or with
unusual descriptions; and
Challenging assumptions and judgements
made by management in their critical
accounting estimates, in particular relating to
the impairment of goodwill and other
intangible assets.
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.
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DIGITALBOX PLC
FINANCIAL STATEMENTS
DIGITALBOX PLC
FINANCIAL STATEMENTS
Financial
Statements
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com DIGITALBOX PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
Note
7
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating (loss)/profit
8
Memorandum:
Adjusted EBITDA1
Depreciation
Amortisation
Impairment of goodwill and intangible assets
Share based payments
Direct costs of business combinations
Direct costs of intangible asset acquisitions
(Loss)/profit from operations
Finance costs
Finance income
10
(Loss)/profit before taxation and
attributable to equity holders of the parent
2,790
(606)
2,184
(8,957)
(6,773)
20
(14)
(265)
(6,384)
(96)
-
(34)
(6,773)
(6)
44
(6,735)
Taxation
11
58
(Loss)/profit after tax
(6,677)
All profits and losses after taxation arise from continuing operations.
There was no other comprehensive income for 2023 (2022: £NIL).
3,578
(534)
3,044
(2,999)
45
1,081
(7)
(191)
(716)
(62)
(60)
-
45
(8)
8
45
759
804
Share
premium
£’000
Share based
payment
£’000
Retained
earnings/
(deficit)
£’000
Balance at 1 January 2022
Issue of new shares
Share
capital
£’000
1,163
16
Equity settled share-based payments
Reserves transfer in respect of lapsed options
Profit after tax
-
-
-
11,149
20
-
-
-
Balance at 31 December 2022
1,179
11,169
Equity settled share-based payments
Reserves transfer in respect of lapsed options
Loss after tax
-
-
-
-
-
-
Total
equity
£’000
13,073
36
62
-
804
13,975
96
-
297
-
-
330
804
1,431
-
104
(6,677)
(6,677)
464
-
62
(330)
-
196
96
(104)
-
Balance at 31 December 2023
1,179
11,169
188
(5,142)
7,394
1Adjusted EBITDA is defined as the operating profit after adding back depreciation,
amortisation, impairment, share based payments, acquisition costs and direct costs
associated with business combinations
(Loss)/Earnings per share
Basic (continuing)
(Loss)/Earnings per share
Diluted (continuing)
£
£
(0.05662)
0.00683
(0.05662)
0.00670
12
12
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DIGITALBOX PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
ASSETS
Non-current assets
Property, plant and equipment
Intangible fixed assets
Deferred tax asset
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Bank loans and overdrafts
Corporation tax
Total current liabilities
Non-current liabilities
Bank loans
Total liabilities
Total net current assets
Total net assets
31 December
2023
£’000
Note
31 December
2022
£’000
13
14
19
15
16
17
17
17
17
46
4,594
547
5,187
946
1,913
2,859
8,046
(409)
(149)
-
(558)
(94)
(94)
(652)
2,301
7,394
1,179
11,169
188
(5,142)
7,394
52
10,194
617
10,863
952
2,827
3,779
14,642
(288)
(112)
(61)
(461)
(206)
(206)
(667)
3,318
13,975
1,179
11,169
196
1,431
13,975
Capital and reserves attributable to owners of the parent
Share capital
Share premium
Share based payment reserve
Retained (deficit)/earnings
21
23
23
23
Total equity
Cash flows from operating activities
(Loss)/profit from ordinary activities
Adjustments for:
Income tax credit
Share based payments
Depreciation on property plant and equipment
Amortisation of intangible assets
Impairment on goodwill and intangible assets
Loss on disposal of property, plant and equipment
Finance costs
Finance income
Cash flows (used in)/from operating activities before
changes in working capital
Decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated by operations
Income tax paid
Net cash from operating activities
Investing activities
Purchase of property, plant and equipment
Purchase of intangibles
Interest received
Net cash used in investing activities
Financing activities
Finance costs
Bank overdraft
Loan and lease repayments
Issue of new share capital
Net cash used in financing activities
Year ended
31 December
2023
£’000
(6,677)
(58)
96
14
265
6,384
-
6
(44)
(14)
86
121
193
(13)
180
(8)
(1,049)
44
(1,013)
(44)
38
(75)
-
(81)
Net (decrease)/increase in cash and cash equivalents
(914)
Year ended
31 December
2022
£’000
804
(759)
62
7
191
716
30
8
(8)
1,051
818
(451)
1,418
(235)
1,183
(43)
(391)
8
(426)
(8)
-
(144)
36
(116)
641
2,186
2,827
The financial statements were approved by the Board and authorised for issue on 25 March 2024.
Cash and cash equivalents at end of the period
Cash and cash equivalents at beginning of the period
2,827
1,913
James Carter
CEO
David Joseph
CFO
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DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation of net cash flow to movement in net funds:
1. GENERAL INFORMATION
Net (decrease)/increase in cash and cash equivalents
Repayment of loans and leases
Movement in net funds in the year
Net funds at 1 January
Net funds at 31 December
Breakdown of net funds
Cash and cash equivalents
Bank loans
Net funds at 31 December
Year ended
31 December
2023
£000
Year ended
31 December
2022
£000
(914)
75
(839)
2,509
1,670
1,913
(243)
1,670
641
144
785
1,724
2,509
2,827
(318)
2,509
The notes on pages 43 to 64 form part of the group financial statements.
Digitalbox Plc is a public limited company incorporated and domiciled in the United Kingdom. The address of
the registered office is Jubilee House, 92 Lincoln Road, Peterborough, England, PE1 2SN. The Company is listed
on AIM of the London Stock Exchange.
The principal activity of the Group and of the Company are disclosed in the Directors’ Report.
These financial statements are presented in pounds sterling because that is the currency of the primary
economic environment in which the Group operates.
2. STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE
CURRENT FINANCIAL YEAR ENDED 31 DECEMBER 2023
The following IFRS standards, amendments or interpretations became effective during the year ended 31
December 2023 but have not had a material effect on this Consolidated Financial Information:
Standard
Amendments to IAS 1 (Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements): Disclosure of Accounting Policies.
Amendments to IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors): Definition of
Accounting Estimates
Amendments to IAS 12 (Income taxes): Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
Amendments to IAS 12 (Income taxes): International Tax Reform – Pillar Two Model Rules
All new standards and amendments to standards and interpretations effective for annual periods beginning
on or after 1 January 2023 that are applicable to the Group have been applied in preparing these Consolidated
Financial Statements.
3. NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
Consolidated Financial Statements are disclosed below. The Group intends to adopt these standards, if
applicable, when they become effective.
Standard
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
Amendments to IAS 1: Classification of Liabilities as Current or
Non-Current, Non-current Liabilities with Covenants
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
Effective date
1 January 2024
1 January 2024
1 January 2024
The Directors are continuing to assess the potential impact that the adoption of the standards listed above will
have on the Consolidated Financial Statements for the year ended 31 December 2024.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4. ACCOUNTING POLICIES
Principal accounting policies
The Group is a public Group incorporated and domiciled in the United Kingdom. The principal accounting
policies applied in the preparation of these consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations (collectively IFRS) issued by the International
Accounting Standards Board (IASB) as adopted by the United Kingdom (“adopted IFRSs”) and those parts of
the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs. The
financial statements are presented to the nearest round thousand (£’000) except where otherwise indicated.
Basis of Consolidation
The Group comprises the parent company and its subsidiaries, as detailed in note III to the company financial
statements. All of these have been included in the consolidated financial statements in accordance with the
principles of acquisition accounting as laid out by IFRS 3 Business Combinations.
Going concern
The Group generated a loss during the year of £6,677k (2022: profit of £804k), the Group had closing net assets
of £7,394k (2022: £13,975k), net current assets of £2,301k (2022: £3,318k) and cash at bank and in hand of £1,913k
(2022: £2,827k).
The Group generated net cash from operating activities of £180k during the year (2022: £1,183k). The Group
has remained cash generative during a difficult economic period which saw the impact of the war in Ukraine
inflating global food and energy prices which, in turn, has driven consumer spending power down driving a
consequent downturn in global advertising spend. This, together with the adverse changes in the distribution
models of the global tech platforms led to a challenging year for media businesses worldwide.
In considering going concern, the Directors consider the current financial position and performance of the
business, as well as reviewing financial information for a period of at least 12 months from the date of approval
of the financial statements. Given the strong and liquid balance sheet position, the ability of the Group to
generate operating cash in a challenging market, the full year effect of the successful acquisition of The Poke
and the completion of the acquisition of tvguide.co.uk, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the foreseeable future. The going
concern basis of accounting has therefore been adopted in preparing the financial statements.
Business combinations and goodwill
Acquisitions of subsidiaries and business are accounted for using the acquisition method. On acquisition of a
subsidiary, the Directors determine whether substantially all of the fair value is concentrated into a single asset
or group of assets. When applicable, the Directors elect to apply the optional concentration test and recognise
the acquisition as an asset acquisition, rather than a business combination. The assets and liabilities and
contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess
of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising
on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is
recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs
are recognised in the income statement as incurred.
Transactions between wholly owned group members involving the hive-up or hive-across of trade and / or
assets and liabilities are outside the scope of IFRS 3 on the grounds that they represent common control
business combinations. The group has elected to apply IFRS 3 in accounting for all such transactions, which
involves a full fair value exercise at the date of the transaction. This accounting policy has been consistently
applied to all such transactions, and has been chosen on the grounds that the nature of these transactions is
the amalgamation of acquired businesses into the existing trading business, which generally takes place
shortly after the original acquisition.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group. and
the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Group does not expect to have any contracts where the period between the transfer of the promised
goods or services to the customer and payment exceeds one year. As a consequence, the Company does not
adjust any of the transaction prices for the time value of money.
The Group monitors the performance obligations in accordance with IFRS 15 considering that the
performance obligations are met upon the Group delivering the advertisement to the customer.
A receivable is recognised when the services are delivered at this is the point in time that the consideration is
unconditional because only the passage of time is required before the payment is due.
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered.
Revenue from the sale of advertising space is recognised upon the advertisement being generated and the
Group delivering the advertisement to the customer. The Group recognises revenue when the amount of
revenue can be reliably measured, it is probable future economic benefits will flow to the entity and the Group
has satisfied the performance obligations. Revenue is not received in advance and therefore the Group does
not account for contract liabilities.
Foreign currency
The individual financial statements of each group company are presented in the currency of the primary
economic environment in which it operates (its functional currency). For the purpose of the consolidated
financial statements, the results and financial position of each group company are expressed in pound
sterling, which is the functional currency of the Group, and the presentational currency for the consolidated
financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the
individual company’s functional currency (foreign currencies) are recorded at rates of exchange prevailing on
the dates of the transactions. At the reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried
at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign
currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on
the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except
for differences arising on the retranslation of non-monetary items in respect of which gains and losses are
recognised directly in equity. For such non-monetary items, any exchange component of the gain or loss is
also recognised directly in equity.
Intangible assets
Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference
between the fair value of the consideration payable and the fair value of the net assets that have been
acquired. The residual element of goodwill is not being amortised but is subject to an annual impairment
review.
Also included within intangible assets are various assets separately identified in business combinations (such
as brand value) to which the Directors have ascribed a fair value and a useful economic life. The ascribed value
of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life,
which is considered to be 7 years.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4. ACCOUNTING POLICIES (continued)
Other intangible assets purchased by the Group are initially recognised at cost. After recognition, under the
cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated
impairment losses.
Pensions
The pension schemes operated by the Group are defined contribution schemes. The pension cost charge
represents the contributions payable by the Group.
Amortisation is recognised so as to write off the cost less their residual values over their useful lives, which
is considered to be 3 years straight line for development costs and between 3-7 years straight line for other
intangible assets.
Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset,
a financial liability or an equity instrument.
Contract liabilities
Contract liabilities comprise payments in advance of revenue recognition and revenue deferred due to
contract performance obligation not being completed. They are classified as current liabilities if the contract
performance obligations payments are due to be completed within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities. Contract liabilities
are recognised initially at fair value and subsequently at amortised cost.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value, and subsequently measured at
amortised cost using the effective interest method. A provision is established when there is objective evidence
that the Group will not be able to collect all amounts due. The amount of any provision is recognised in profit
or loss.
The Group always recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on
contracts with customers. The expected credit losses on these financial assets are estimated based on the
Group’s historical credit loss experience, adjusted for facts that are specific to the debtors, general economic
conditions and an assessment of both the current as well as the forecast director of conditions at the
reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit
losses that will result from all possible default events over the expected life of a financial instrument.
Cash and cash equivalents
Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and
short-term bank deposits with an original maturity date of three months or less.
Trade payables
Trade payables are initially recognised as financial liabilities measured at fair value, and subsequent to initial
recognition measured at amortised cost.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated depreciation and provision for
impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off
the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The
residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset
were already of the age and in the condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Office equipment
- 25% reducing balance
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of
goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units
with which the goodwill is associated. This is computed by applying an appropriate discount rate to the
estimated value of future cash flows. When value in use is less than the book value, an impairment is recorded
and is irreversible.
Other non-financial assets are subject to impairment tests whenever circumstances indicate that their
carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated
recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down
accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment
test is carried out on the asset’s cash-generating unit. The carrying value of property, plant and equipment
is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the
statement of comprehensive income. Impairment charges are included under administrative expenses within
the consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits at prevailing rates.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
balance sheet differs from its tax base, except for differences arising on
:
the initial recognition of goodwill; and
the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction affects neither accounting nor taxable profit.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deduction of all its liabilities. Equity instruments issued by the Group are recorded at the proceeds received
net of direct issue costs.
Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit
will be available against which the asset can be utilised. The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
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.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax
assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority
on either:
Non-market vesting conditions are taken into account by adjusting the number of options expected to vest
at each statement of financial position date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest. Market vesting conditions are factored
into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a
market vesting condition.
Fair value is calculated using the Black-Scholes model, details of which are given in note 22.
the same taxable Group company; or
different Group entities which intend either to settle current tax assets and liabilities on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets or liabilities are expected to be settled or recovered.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
There were unused tax losses at 31 December 2023 amounting to £3,610k. In the majority, these were
restricted for use for 5 years from the date of acquisition of Tab Media Limited against future taxable profits
arising from the trade formerly carried on in Tab Media Limited and now carried on in Digitalbox Publishing
Limited. A deferred tax asset was recognised in relation to these losses for the first time in 2022, as the losses
were considered to be highly likely to be recoverable against future profits. It is still the view that these losses
will be highly likely to be recoverable against future profits.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Executive Directors, who are responsible for allocating resources and assessing performance of the operating
segments.
A business segment is a group of assets and operations, engaged in providing products or services that are
subject to risks and returns that are different from those of other operating segments.
A geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments operating in
other economic environments. The Executive Directors assess the performance of the operating segments
based on the measures of revenue, profit before taxation and profit after taxation. Central overheads are not
allocated to business segments.
Share based payment expense
Non-market performance and service conditions are included in the assumptions about the number of
options that are expected to vest. At the end of each reporting period the Group revises its estimates of the
number of options that are expected to vest based on the non-market vesting conditions. It recognises
the impact of the revision to the original estimates, if any, in the consolidated statement of comprehensive
income, with a corresponding adjustment to equity.
This requires an estimate as to how many options will meet the future vesting criteria as well as the
judgements required in estimating the fair value of the options at the date of grant for equity-settled options.
Provision for bad and doubtful debts
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime
expected credit loss provision for trade receivables. To measure expected credit losses on a collective basis,
trade receivables are grouped based on similar ageing. The expected loss rates are based on the Group’s
historical credit losses experience over the twelve month period prior to the period end. Forward looking
issues have been considered, including in relation to the ongoing impact of the hostile global trading
conditions driven by the impact of the war in Europe. This has had an immaterial effect on the expected credit
loss rate.
6. SEGMENTAL INFORMATION
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
A segmental analysis of revenue and expenditure is as follows:
In the application of the Group’s accounting policies, which are described in note 4, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on experience
and other factors considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that the Directors have made in the process
of applying the Group’s accounting policies and that have the most significant effect on the amounts
recognised in the financial statements.
Critical accounting judgements
Impairment of goodwill and other intangible assets
Impairment of the valuation of the goodwill relating to the acquisition of subsidiaries is considered annually
for indicators of impairment to ensure that the asset is not overstated within the financial statements. The
annual impairment assessment in respect of goodwill requires estimates of the value in use (or fair value less
costs to sell) of subsidiaries to which goodwill has been allocated.
This requires the Directors to estimate the future cash flows and an appropriate discount factor, in order that
the net present value of those cash flows can be determined. Discounted cash flow forecasts are stress tested
under a range of scenarios. The headroom was deemed insufficient and therefore an impairment has been
recognised against goodwill and intangible assets relating to Entertainment Daily in the year of £6,384k
(2022: nil).
Critical accounting estimates
Amortisation of intangible assets
The periods of amortisation adopted to write down capitalised intangible assets requires estimates to be
made in respect of the useful lives of the intangible assets, to determine an appropriate amortisation rate.
Development costs (domain names and website costs) are being amortised on a straight-line basis over the
period during which the economic benefits are expected to be received, which has been estimated at 3 years.
Intangible assets recognised in relation to the brand names are being amortised straight-line over 7 years.
2023
Entertainment
Daily
Mashed
Productions
The
Tab
The
Poke
TV
Guide
Head
Office
Total
2023
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Revenue
Cost of sales
1,440
(305)
117
(147)
921
(110)
Administrative expenses*
(484)
(122)
(444)
Adjusted EBITDA*
651
(152)
367
Amortisation, depreciation,
and impairment
Direct costs of intangible
asset additions
Share based payments
Finance income
Finance costs
Tax
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
219
(40)
(87)
92
-
-
-
-
-
-
93
(4)
(9)
80
-
-
-
-
-
-
-
-
2,790
(606)
(1,018)
(2,164)
(1,018)
20
(6,663)
(6,663)
(34)
(96)
44
(6)
58
(34)
(96)
44
(6)
58
Profit/(loss) for the year
651
(152)
367
92
80
(7,715)
(6,677)
48
49
ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
6. SEGMENTAL INFORMATION (continued)
2022
Entertainment
Daily
£’000
Mashed
Productions
£’000
Revenue
Cost of sales
2,261
(224)
Administrative expenses*
(529)
Adjusted EBITDA*
1,508
Amortisation, depreciation,
and impairment
Acquisition costs
Capital restructure costs
Share based payments
Finance income
Finance costs
Tax
-
-
-
-
-
-
-
243
(190)
(111)
(58)
-
-
-
-
-
-
-
The
Tab
£’000
1,059
(118)
(398)
543
-
-
-
-
-
-
-
Profit/(loss) for the year
1,508
(58)
543
The
Poke
£’000
15
(2)
(6)
7
-
-
-
-
-
-
-
7
Head
Office
£’000
-
-
(919)
(919)
(914)
(57)
(3)
(62)
8
(8)
759
(1,196)
Total
2022
£’000
3,578
(534)
(1,963)
1,081
(914)
(57)
(3)
(62)
8
(8)
759
804
*Adjusted EBITDA is defined as the operating profit after adding back depreciation, amortisation, impairment,
share based payments, acquisition costs and direct costs associated with business combinations.
The segmental analysis above reflects the parameters applied by the Board when considering the Group’s monthly
management accounts.
External revenue by location
of customer
Total assets by location
Net tangible capital
expenditure by location
31 December
2023
Continuing
£’000
477
1,249
1,064
2,790
United Kingdom
Europe
Rest of World
31 December
2022
31 December
2023
31 December
2022
31 December
2023
31 December
2022
Continuing
£’000
759
1,381
1,438
3,578
£’000
7,511
307
228
8,046
£’000
14,097
284
261
14,642
£’000
£’000
8
-
-
8
43
-
-
43
7. REVENUE
Revenue by stream is split:
Advertising space
Revenue by location is split:
United Kingdom
Europe
Rest of world
2023
£’000
2,790
2,790
477
1,249
1,064
2,790
2022
£’000
3,578
3,578
759
1,381
1,438
3,578
The Group had two (2022: four) customers whose revenue individually represented 10% or more of the Group’s total
revenue, being 17.21% and 14.22% respectively (2022: 19.70%, 13.65%, 12.33% and 11.03% respectively).
8. PROFIT FROM OPERATIONS
This is arrived at after charging/(crediting):
Continuing operations
Staff costs (see note 9)
Direct costs of business combinations
Depreciation of property, plant & equipment
Amortisation of intangible fixed assets
Impairment on goodwill and intangible assets
Auditors’ remuneration in respect of the Company
Audit of the Group and subsidiary undertakings
Review of interim financial information
2023
£’000
1,620
-
14
265
6,384
20
42
5
67
2022
£’000
1,384
57
7
191
716
18
37
4
59
50
51
ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9. STAFF COSTS
Staff costs for all employees,
including Directors consist of:
Wages and salaries
Social security costs
Pensions
Share based payment charge
2023
£’000
2022
£’000
1,357
149
18
1,524
96
1,620
1,176
134
12
1,322
62
1,384
The average number of employees of the
group during the year was as follows:
2023
Number
2022
Number
Directors
Management and administration
Content
5
5
22
32
6
4
22
32
Directors’ Detailed Emoluments
Details of individual Directors’ emoluments for the year are as follows:
Salary
2023
£’000
Consultancy
2023
£’000
Bonus
2023
£’000
Pension
2023
£’000
J Carter
J Douglas
M Higginson
(resigned 30 April 2023)
D Joseph
P Machray
M Rich
Total
154
154
2
50
26
37
423
-
-
6
-
-
-
6
-
-
-
-
-
-
-
1
1
-
-
-
-
2
Total
2023
£’000
155
155
8
50
26
37
431
Total
2022
£’000
138
138
25
45
25
35
406
All pension contributions represent payments into defined contribution schemes.
The Executive Directors have service contracts with the Company which are terminable by the Company or relevant director after a
fixed term of 12 months followed by 6 months’ notice.
The Directors’ interests in the issued ordinary share capital of the Company was as follows:
Shares of £0.01
31/12/2023
Shares of £0.01
31/12/2022
Director
James Carter
Jim Douglas
David Joseph*
10,908,078
10,908,078
1,150,000
9.3%
9.3%
1.0%
10,908,078
10,908,078
600,000
9.3%
9.3%
0.5%
*David Joseph acquired shares through Integral 2 Limited, a company controlled by him.
There is a share-based payment charge attributable to options held by the directors during the year amounting
to £46k (2022: £17k). The options held in the prior year lapsed on 28 February 2022. New options were issued in
the year that lapse on 5 April 2026.
Effective options in Digitalbox plc exist due to two directors having warrants in its subsidiary company, Digital
Publishing (Holdings) Limited, which, when exercised, are satisfied by issuing shares in Digitalbox plc.
These are set out in the table below,
‘Effective Option’ Holder
Number of Shares
James Carter
Jim Douglas
681,958
681,958
1,363,916
The warrants had vested prior to admission onto AIM on 28 February 2019 and carry an
effective exercise price of 2.28 pence per share issued in Digitalbox plc.
A full breakdown of options in issue are shown at page 27. Further information on share
options is included in note 22.
The market price of the shares at 31 December 2023 was 3.35p with a quoted range
from throughout 2023 of 3.35p to 8.75p. The options vest based on performance criteria
detailed in note 22.
52
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10. FINANCE COSTS
Interest on bank loans
2023
£’000
6
6
2022
£’000
8
8
11. TAXATION ON PROFIT/LOSS FROM ORDINARY ACTIVITIES
Current tax
UK corporation tax on profits for the current period
Adjustment in respect of prior periods
Deferred tax
Origination and reversal of temporary differences
Changes in tax rates
Benefit arising from previously unrecognised tax losses
Adjustment in respect of prior periods
Total tax credit
2023
£’000
-
(127)
97
-
-
(28)
(58)
2022
£’000
132
1
(96)
(3)
(793)
-
(759)
The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to profit/(loss) before tax.
Total profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities at the standard
rate of corporation tax in the UK of 23.52% (2022: 19%)
Effects of:
Expenses not deductible for tax purposes
Income not taxable
Impairment on goodwill
Adjustments to prior periods
Fixed asset differences
Deferred tax asset not previously recognised
Deferred tax not recognised – loss relief in current period
Effect of changes in tax rates on deferred tax
Losses carried back
Tax credit for the year
2023
£’000
(6,734)
(1,584)
40
-
1,491
(155)
-
42
-
3
105
(58)
2022
£’000
45
9
24
(6)
61
1
(2)
(793)
(50)
(3)
-
(759)
In the Budget on 3 March 2021, the Chancellor announced the intention to increase the main rate of UK corporation tax to 25% for
the financial year beginning 1 April 2023. This was substantively enacted on 24 May 2021.Deferred tax at the balance sheet date has
therefore been measured using the enacted tax rate of 25% (2022: 25%) in these financial statements.
There were unused tax losses at 31 December 2023 amounting to £3,610k. In the majority, these were restricted for use for 5 years
from the date of acquisition of Tab Media Limited against future taxable profits arising from the trade formerly carried on in Tab
Media Limited and now carried on in Digitalbox Publishing Limited. A deferred tax asset was recognised in relation to these losses
for the first time in 2022, as the losses were considered to be highly likely to be recoverable against future profits. It is still the view
that these losses will be highly likely to be recoverable against future profits.
12.EARNINGS PER SHARE
The earnings per share is based on the following:
Continuing (loss)/earnings post tax attributable to shareholders
2023
£’000
(6,677)
2022
£’000
804
Basic weighted average number of shares
Diluted weighted average number of shares
117,923,393
118,809,024
117,718,533
120,002,622
Basic earnings/(loss) per share (£)
Diluted earnings/(loss) per share (£)
(0.05662)
(0.05662)
0.00683
0.00670
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial
periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease
earnings per share or increase the loss per share. The exercise price of the outstanding share options is significantly more than the
average and closing share price. Therefore, as per IAS33 the potential ordinary shares which could arise from exercised share options
are disregarded in the calculation of diluted EPS.
13. TANGIBLE FIXED ASSETS
Cost
Balance at 1 January 2022
Additions
Disposals
Balance at 1 January 2023
Additions
Balance at 31 December 2023
Accumulated depreciation
Balance at 1 January 2022
Depreciation charge
Depreciation eliminated on disposal
Balance at 1 January 2023
Depreciation charge
Balance at 31 December 2023
Net Book Value
At 31 December 2023
At 31 December 2022
IFRS 16
Right-of-Use Asset
£’000
Office
equipment
£’000
Total
£’000
56
-
(56)
-
-
-
25
-
(25)
-
-
-
-
-
29
43
(14)
58
8
66
14
7
(15)
6
14
20
46
52
85
43
(70)
58
8
66
39
7
(40)
6
14
20
46
52
All tangible fixed assets held in the current and prior year were owned assets.
54
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14. INTANGIBLE FIXED ASSETS
GROUP
Cost
Balance at 1 January 2022
Additions
Business combinations
Balance at 1 January 2023
Additions
Balance at 31 December 2023
Accumulated amortisation
Balance at 1 January 2022
Amortisation
Impairment
Balance at 1 January 2023
Amortisation
Impairment
Balance at 31 December 2023
Net Book Value
At 31 December 2023
At 31 December 2022
At 31 December 2021
Goodwill
Arising on
Consolidation
£’000
Other
Intangible
Assets
£’000
9,610
-
-
9,610
-
9,610
-
-
321
321
-
6,341
6,662
2,948
9,289
9,610
1,476
18
202
1,696
937
2,633
457
159
395
1,011
178
-
1,189
1,444
684
1,018
Development
costs
£’000
121
171
-
292
112
404
40
32
-
72
87
43
202
202
221
82
Total
£’000
11,207
189
202
11,598
1,049
12,647
497
191
716
1,404
265
6,384
8,053
4,594
10,194
10,710
During the year, the Group acquired the website tvguide.co.uk which has a carrying value in the financial statements
of £453,214. The Group also capitalised development costs of £84k relating to development activities performed in
respect of the tvguide.co.uk platform. These assets will be amortised over the same period. This is considered to have
a useful economic life of 7 years and will be amortised over this period.
The Group subsequently purchased a collection of social media platforms from Media Chain Group Limited, which have
a carrying value of £450,726. These assets have been subsumed within Entertainment Daily and The Tab split equally.
The portion attributable to Entertainment Daily is being written off over 7 years. The portion attributable to The Tab is
being written off over the unexpired portion of the 7 year write off period relating to the original acquisition of The Tab.
Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.
GOODWILL AND IMPAIRMENT
The carrying value of goodwill in respect of each cash generating unit is as follows:
Digitalbox Publishing (Holdings) Limited
Mashed Productions Limited
Tab Media Limited
31 December
2023
£’000
31 December
2022
£’000
2,830
-
118
2,948
9,171
-
118
9,289
The Group is obliged to test goodwill annually for impairment, or more frequently if there are indications that
goodwill and indefinite life intangibles might be impaired, as the goodwill is deemed to have an indefinite useful
life. In order to perform this test, management is required to compare the carrying value of the relevant cash
generating unit (“CGU”) including the goodwill with its recoverable amount. The recoverable amount of the CGU
is determined from a value in use calculation.
Digitalbox Publishing (Holdings) Limited
The recoverable amount of Digitalbox Publishing (Holdings) Limited relates to the Entertainment Daily segment
and has been determined from a review of the current and anticipated performance of this unit. In preparing this
projection, a discount rate of 20% (2022: 10%) has been used based on the weighted average cost of capital and
a future growth rate of 3% has been assumed. It has been assumed investment in capital equipment will equate
to depreciation over the year. The discount rate was based on the Group’s weighted average cost of capital as
estimated by management. After applying sensitivity analysis in respect of the results and future cash flows, in
particular for presumed growth rates and discount rates, management concluded that it was probable that such
a change in key assumptions would reduce the recoverable amount below book value. The impairment loss
being recognised amounts to £6,341k which results in a carrying value of £2,948k. The asset is considered to have
a value in use of £3,894k over a 10 year period.
Management consider that the discount rate used is a key assumption. A 5% increase in that rate would result in
a further impairment of £496k. A 5% reduction in that rate would result in a reduction in the impairment of £665k.
Mashed Productions Limited
The recoverable amount of Mashed Productions Limited has been determined with reference to the trade and
assets hived across to Digitalbox Publishing Limited in 2020. Due to a change in the revenue model for this CGU
the recoverable amount was deemed to be £nil in 2022 and therefore, a full impairment of Mashed Productions
Limited was made.
Tab Media Limited
The recoverable amount of the Tab Media segment, which was hived up from Tab Media Limited to Digitalbox
Publishing Limited on 1 October 2020, has been determined from a review of the current and anticipated
performance of this unit. In preparing this projection, a discount rate of 20% (2022: 10%) has been used based
on the weighted average cost of capital and a future growth rate of 3% has been assumed. It has been assumed
investment in capital equipment will equate to depreciation over the year. The discount rate was based on the
Group’s weighted average cost of capital as estimated by management. After applying sensitivity analysis in
respect of the results and future cash flows, in particular for presumed growth rates and discount rates,
management is satisfied that it is highly improbable that such a change in key assumptions would reduce the
recoverable amount below book value.
Management consider that the discount rate used is a key assumption, however, a 5% increase in that rate would
not result in the requirement for an impairment.
15. TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments and accrued income
Corporation tax
Other receivables
31 December
2023
£’000
31 December
2022
£’000
757
84
80
25
946
784
100
-
68
952
56
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
16. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
17. LIABILITIES
Current liabilities
Trade payables
Social security and other taxes
Accruals
Other payables*
Bank loans and overdrafts
Corporation tax payable
Non-current liabilities
Bank loans
31 December
2023
£’000
31 December
2022
£’000
1,913
1,913
2,827
2,827
31 December
2023
£’000
31 December
2022
£’000
78
81
69
181
149
-
558
94
94
124
84
76
4
112
61
461
206
206
On 7 October 2020, Digitalbox Publishing Limited drew down a loan facility amounting to £450k under the CBILS scheme. The
present value of the loan at inception discounted at a market rate of interest was £440k. The loan is for a term of five years and is
repayable in equal monthly instalments which commenced in 2021. Interest is charged at a fixed rate of 2.43% per annum, with the
cost being fully subsidised by central Government for the first 12 months.
The loan is secured by a debenture over the assets of the Digitalbox Publishing Limited and a £450k guarantee granted by Digitalbox
plc. The outstanding balance at 31 December 2023 was £206k (2022: £318k).
19. DEFERRED TAX
Balance at 1 January 2023
Deferred tax charge for the year
Balance at 31 December 2023
The deferred tax provision comprises:
Intangible asset timing differences
Tax losses
Total
£’000
(617)
70
(547)
31 December
2023
£’000
31 December
2022
£’000
257
(804)
(547)
176
(793)
(617)
*During the year, the Group acquired the website tvguide.co.uk which has a carrying value in
the financial statements of £453,214. Of this sum, £180,000 was deferred until 2024 hence this
is recorded within current liabilities.
The expected net reversal of deferred tax in 2024 is £41k.
20. FINANCIAL RISK MANAGEMENT
18. LOANS AND OVERDRAFTS
Bank overdrafts
Due in less than one year
Bank loans
Due in less than one year
Due in between one and two years
Due in between two and five years
31 December
2023
£’000
31 December
2022
£’000
37
112
94
-
243
-
112
122
84
318
The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are
within the current assets and current liabilities shown on the face of the statement of financial position and
comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables. The Group maintains its cash reserves at
a reputable bank. It is group policy to assess the credit risk of each new customer before entering into binding
contracts.
The maximum exposure to credit risk is represented by the carrying value in the statement of financial position.
The credit risk on liquid funds is low as the funds are held at a bank with a high credit rating assigned by
international credit agencies.
Current financial assets
Trade receivables
Other receivables
Cash and cash equivalents
31 December
2023
£’000
31 December
2022
£’000
757
189
1,913
2,859
784
67
2,827
3,678
58
59
ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. FINANCIAL RISK MANAGEMENT (continued)
The table below illustrates the due date of trade receivables:
Current
31 – 60 days
61 – 90 days
91 – 120 days
121 and over
The table below illustrates the geographical location of trade receivables:
United Kingdom
Europe
Rest of world
31 December
2023
£’000
31 December
2022
£’000
330
250
155
10
12
757
286
215
158
68
57
784
31 December
2023
£’000
31 December
2022
£’000
226
307
224
757
252
270
262
784
The directors have considered expected credit losses under IFRS9 and have adopted the simplified approach
to their evaluation as the Group has limited exposure to them. The Directors have provided for expected credit
losses on a specific basis and this has led to the Group carrying a specific provision against trade debtors of £4k
(2022: £20k). The Group experienced one bad debt write off in 2023 amounting to £4k.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and repayments
of its liabilities.
The Group’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become
due and so cash holdings may be high during certain periods throughout the period.
The Group’s policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the
operating units and investing amounts that are not immediately required in funds that have low risk and are
placed with a reputable bank.
Cash at bank and cash equivalents
31 December
2023
£’000
31 December
2022
£’000
At the year end the Group had the following cash balances:
1,913
2,827
Cash at bank comprises Sterling and US Dollar cash deposits.
All monetary assets and liabilities within the group are denominated in the functional currency of the
operating unit in which they are held. All amounts stated at carrying value equate to fair value.
Financial liabilities at amortised cost
Trade payables
Accruals
Bank loans and overdrafts
Other payables
The table below illustrates the maturities of trade payables:
Current
31 – 60 days
61 – 90 days
91 – 120 days
121 and over
31 December
2023
£’000
31 December
2022
£’000
78
69
244
180
571
124
76
318
4
522
31 December
2023
£’000
31 December
2022
£’000
62
1
-
-
15
78
93
21
-
-
10
124
The table below shows the maturities of financial liabilities:
2023
Trade payables
Accruals
Loans
Other payables
2022
Trade payables
Accruals
Loans
Other payables
Carrying amount 6 months or less
£’000
£’000
6-12 months
£’000
1 or more year
£’000
78
69
244
180
571
78
69
94
180
421
-
-
56
-
56
-
-
94
-
94
Carrying amount 6 months or less
£’000
£’000
6-12 months
£’000
1 or more year
£’000
124
76
318
4
522
114
76
56
4
250
-
-
56
-
56
10
-
206
-
216
60
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. FINANCIAL RISK MANAGEMENT (continued)
22. SHARE BASED PAYMENTS
Capital Disclosures and Risk Management
The Group’s management define capital as the Group’s equity share capital and reserves.
The Group’s objective when maintaining capital is to safeguard its ability to continue as a going concern, so that
in due course it can provide returns for shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to it in the light of changes in the business and
in economic conditions. In order to maintain or adjust the capital structure, the Group may from time to time
issue new shares, based on working capital and product development requirements and current and future
expectations of the Company’s share price.
Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.
Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest
rates. The Group considers the interest rates available when deciding where to place cash balances.
Foreign currency risk
Foreign exchange transaction risk arises when individual Group operations enter into transactions
denominated in a currency other than the functional currency. The principal risk arises from the Group’s reliance
on US Dollar denominated annual revenues which amounted to $1.2m (2022: $1.8m) with a trade debtor balance
at the year-end of $228k (2022: $11k). The Group mitigates foreign exchange risk by selling forward US Dollars on a
quarterly basis.
21. SHARE CAPITAL
Called up share capital
Allotted, called up and fully paid
No.
31 December
2023
Value
£’000
No.
31 December
2022
Ordinary shares of £0.01 each
117,923,393
117,923,393
1,179
1,179
117,923,393
117,923,393
Value
£’000
1,179
1,179
During the year, the Group incurred a £96k share based payment charge (2022: £62k). Of this total, £46k (2022: £17k) was recorded as
an expense in Digitalbox plc and £50k (2022: £45k) was recorded as an expense in Digitalbox Publishing Limited.
2023
No. of share
options
Weighted
average
exercise price
2022
No. of share
options
Weighted
average
exercise price
Outstanding at beginning of year
Granted during the year
Exercised during the year
Expired during the year
4,541,919
4,513,322
-
(2,005,812)
Outstanding at the end of the year
7,049,429
5.51p
6.07p
-
5.20p
6.68p
9,141,663
-
(1,590,936)
(3,008,808)
4,541,919
7.74p
-
5.51p
9.95p
5.51p
5,516,228 options are exercisable after 3 years (see page 27), or an exit event.
169,285 options are exercisable immediately.
1,363,916 options relates to Warrants issued prior to the group’s admission by Digitalbox Publishing (Holdings)
Limited, a subsidiary of the company. These are exercisable upon the exercise of those warrants in a share for
share exchange arrangement, under which the company acquires all shares issued in Digitalbox Publishing
(Holdings) Limited and in consideration, issues shares to the warrant holders.
A Black-Scholes model has been used to determine the fair value of the share options on the date of grant. The fair value is expensed
to the income statement on a straight-line basis over the vesting period, which is determined annually. The model assesses a number
of factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options,
the expected share price volatility of the Company’s share price, the expected life of the options, the risk-free rate of interest and the
expected level of dividends in future periods.
The inputs into the models of options previously granted which have contributed to the share-based payment
arising in the year are:
Date of grant
Model type
Vesting date
Number of options granted
Share price at date of grant
Exercise price
Option life in years
Risk-free rate
Expected volatility
Expected dividend yield
Fair value of options
23. RESERVES
17/04/2020
Black Scholes
16/04/2023
2,005,812
6.75p
6.75p
10
10%
65%
0%
4.62p
24/02/2021
Black Scholes
23/02/2024
1,002,906
6.00p
6.00p
10
10%
65%
0%
5.20p
06/04/2023
Black Scholes
05/04/2026
4,513,322
7.88p
7.88p
10
5.25%
65%
0%
6.07p
Full details of movements in reserves are set out in the consolidated statement of changes in equity. The following describes the
nature and purpose of each reserve within owners’ equity:
Share premium: Amount subscribed for share capital in excess of nominal value.
Retained earnings: Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.
Share based payment reserve: Cumulative charges recognised in the consolidated statement of comprehensive income
in relation to share based payments.
62
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2023
24. CAPITAL COMMITMENTS
COMPANY STATEMENT OF FINANCIAL POSITION
At 31 December 2023 and 31 December 2022 there were no capital commitments.
25.RELATED PARTY TRANSACTIONS
During the year, Integral2 Limited billed £73k (2022: £65k) to the Group, a company related by virtue of David
Joseph, a member of key management personnel, having control over the entity. As at 31 December 2023, £7k
(2022: £6k) was owed to Integral2 Limited. During the year, David Joseph acquired 550,000 shares in Digitalbox
plc at 8 pence per share through Integral 2 Limited.
During the year, M Capital Investment Partners (Holdings) Limited billed £6k (2022: £25k) to the Group, a
company related by virtue of Martin Higginson, a member of key management personnel for part of the year,
having control over the entity. As at 31 December 2023, £nil (2022: £3k), was accrued as owing to M Capital
Investment Partners (Holdings) Limited. The balances stated here were for transactions up to the point that
Martin Higginson resigned as a director and was therefore no longer a related party.
The key management personnel are considered to be the Board of Directors. Their remuneration is disclosed in
detail in note 9. Key management were remunerated £431k in the year ended 31 December 2023 (2022: £406k).
The key management personnel have been provided with a total of 1,363,916 effective share options resulting in a
charge of £46k in the period (2022: £17k).
Fixed assets
Investments
Deferred tax asset
Current assets
Trade and other receivables
Cash and cash equivalents
Current liabilities
Bank overdrafts and loans
Trade and other payables
Total current liabilities
Total liabilities
Net current assets
Total assets less total liabilities
Capital and reserves
Called up share capital
Share premium account
Share-based payment reserve
Retained deficit
Shareholders’ funds
III
IV
V
VI
VII
VII
VIII
IX
IX
IX
At 31 December
2023
£’000
At 31 December
2022
£’000
6,226
17
6,243
1,213
-
1,213
(38)
(31)
(69)
(69)
1,144
7,387
1,179
11,169
138
(5,099)
7,387
11,209
-
11,209
1,286
1
1,287
-
(73)
(73)
(73)
1,214
12,423
1,179
11,169
196
(121)
12,423
The Company has taken advantage of the exemptions allowed under section 408 of the Companies Act 2006 and has not presented
its income statement in these financial statements. The Group profit for the year included a loss on ordinary activities after tax of
£5,082k (2022: £102k loss) in respect of the Company.
The financial statements were approved by the Board and authorised for issue on 25 March 2024.
James Carter
CEO
David Joseph
CEO
Company registration number: 04606754
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DIGITALBOX PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
COMPANY STATEMENT OF CHANGES IN EQUITY
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
Share
Capital
£’000
Share
Premium
£’000
Share-based
payment
£’000
Retained
defecit
£’000
Balance at 1 January 2022
1,163
11,149
464
Loss after tax
Issue of new shares
Share-based payments
Reserves transfer in respect
of lapsed options
-
16
-
-
-
20
-
-
-
-
62
(349)
(102)
-
-
(330)
330
Total
£’000
12,427
(102)
36
62
-
Balance at 31 December 2022
1,179
11,169
Loss after tax
Share-based payments
Reserves transfer in respect of lapsed options
-
-
-
-
-
-
196
-
46
(104)
(121)
12,423
(5,082)
(5,082)
-
104
46
-
Balance at 31 December 2023
1,179
11,169
138
(5,099)
7,387
The notes on pages 67 to 70 form part of the Company financial statements.
I. ACCOUNTING POLICIES
The separate financial statements of the Company are presented as required by the Companies Act 2006.
As permitted by the Act the separate financial statements have been prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting
standards.
The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii),
B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
the requirements IFRS 7 Financial Instruments: Disclosures;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120
to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirements of paragraph 58 of IFRS 16, provided that the disclosure of details of indebtedness
required by paragraph 61(1) of Schedule 1 to the Regulations is presented separately for lease liabilities and
other liabilities, and in total;
the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative
information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and
Equipment and (iii) paragraph 118 (e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to 40D, 111 and 134-136 of IAS 1 Presentation
of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors;
the requirements of paragraph 17 and 18a of IAS 24 Related Party Disclosures; and
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group, provided that any subsidiary which is a party to the transaction
is wholly owned by such a member.
Where required, equivalent disclosures are given in the group financial statements of Digitalbox plc.
The principal accounting policies adopted are the same as those set out in note 4 to the consolidated
financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are stated at cost less any provision for impairment in value.
II. OPERATING PROFIT
The auditor remuneration for audit and other services is disclosed in note 8 to the consolidated financial
statements.
The average number of employees of the company during the year was 5 (2022: 6) and total staff costs were
£477k (2022: £468k). Directors’ remuneration is disclosed in note 9 to the consolidated financial statements.
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DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
III. FIXED ASSET INVESTMENTS
Subsidiary undertakings
31 December 2023
£’000
Cost
Balance at 31 December 2022 and 31 December 2023
Provisions
Balance at 1 January 2023
Impairment charge for the year*
Balance at 31 December 2023
Carrying value of investments
11,209
(4,983)
(4,983)
6,226
At the year end the Company had the following subsidiaries:
Subsidiary name
Class of shares
Proportion of ownership
Registered office
Digitalbox Publishing Limited
Ordinary
100% Indirect
Digitalbox Publishing (Holdings) Limited Ordinary
100% Direct
Jubilee House, 92 Lincoln Road,
Peterborough, PE1 2SN
Jubilee House, 92 Lincoln Road,
Peterborough, PE1 2SN
Subsidiary name
Digitalbox Publishing Limited
Digitalbox Publishing (Holdings) Limited Holding company
Principal activity
Sale of digital advertising space
V. RECEIVABLES: due within one year
Amounts owed by group undertakings
Prepayments and accrued income
VI. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
VII. PAYABLES: amounts falling due within one year
* In determining the required level of impairment on the investment held by the Company in Digitalbox Publishing Limited, via its
investment in Digitalbox Publishing (Holdings) Limited, the directors considered the aggregate contribution of the cash generating
units held in that subsidiary, using the same forecasts, Weighted average cost of capital and lifetime term as that provided for the
goodwill and intangible asset impairment assessment. This demonstrated a required impairment of £4,983k.
Bank overdrafts and loans
Trade payables
Accruals
Other tax and social security
31 December
2023
£’000
31 December
2022
£’000
1,177
36
1,213
1,261
25
1,286
31 December
2023
£’000
31 December
2022
£’000
-
-
1
1
31 December
2023
£’000
31 December
2022
£’000
38
8
3
20
69
-
10
45
18
73
IV. DEFERRED TAX
Balance at 1 January 2023
Deferred tax charge for the year
Balance at 31 December 2023
The deferred tax provision comprises:
Tax losses
Total
£’000
-
(17)
(17)
31 December
2023
£’000
(17)
(17)
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DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DIGITALBOX PLC
DIRECTORS, SECRETARY AND ADVISERS
FOR THE YEAR ENDED 31 DECEMBER 2023
VIII. SHARE CAPITAL
Directors
Details of the Company’s share capital can be found in Note 21 to the consolidated financial
statements.
IX. RESERVES
Full details of movements in reserves are set out in the company statement of changes in
equity. The following describes the nature and purpose of each reserve within owners’ equity:
Company Secretary and Registered Office
Marcus Rich
James Carter
Jim Douglas
Martin Higginson
(resigned 30 April 2023)
David Joseph
Philip Machray
David Joseph
Jubilee House
92 Lincoln Road
Peterborough
PE1 2SN
Share premium: Amount subscribed for share capital in excess of nominal value.
Retained deficit: Cumulative net losses recognised in the company statement of
comprehensive income.
Share based payment reserve: Cumulative charges recognised in the company statement of
comprehensive income in relation to share based payments.
X. RELATED PARTY TRANSACTIONS
During the year, M Capital Investment Partners (Holdings) Limited billed £6k (2022: £25k) to
the Group, a company related by virtue of Martin Higginson, a member of key management
personnel for part of the year, having control over the entity. As at 31 December 2023, £nilk
(2022: £3k), was accrued as owing to M Capital Investment Partners (Holdings) Limited. The
balances stated here were for transactions up to the point that Martin Higginson resigned as
a director and was therefore no longer a related party.
The key management personnel are considered to be the Board of Directors. Their
remuneration is disclosed in detail in note 9. Key management were remunerated £431k in
the year ended 31 December 2023 (2022: £406k).
The key management personnel have been provided with a total of 1,363,916 effective share
options resulting in a charge of £46k in the period (2022: £17k).
Company Number
04606754
Registrars
Nominated Adviser and Broker
Link Group
6th Floor
65 Gresham Street
London
EC2V 7NQ
Panmure Gordon
One New Change
London
EC4M 9AF
Joint Broker
Alvarium Capital Partners
10 Old Burlington Street
London
W1S 3AG
Independent Auditors
Solicitors
Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
FREETHS LLP
Floor 3
100 Wellington Street
Leeds
LS1 4LT
Country of Incorporation of Parent Company
England and Wales
Legal Form
Public Limited Company
Domicile
United Kingdom
70
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ANNUAL REPORT & ACCOUNTS 2023 | digitalbox.comANNUAL REPORT & ACCOUNTS 2023 | digitalbox.com
Digitalbox plc
Jubilee House
92 Lincoln Road
Peterborough
PE1 2SN
United Kingdom
Co Reg No. 04606754
+44 (0)1225 430 091
digitalbox.com
© 2024