DIGITALBOX PLC
ANNUAL REPORT
AND ACCOUNTS
2024
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Chairman’s Statement
2024 has been a pivotal year for
Digitalbox plc, marked by strategic
expansion, operational resilience and a
return to growth despite a challenging
macroeconomic environment. Our focus
on delivering high-quality mobile-first
media content has allowed us to navigate
industry headwinds and position the
company for future success.
The digital media landscape continues to evolve at
pace, with shifting audience behaviours, platform
algorithm changes, and economic pressures
influencing market conditions. Against this backdrop,
Digitalbox has demonstrated its ability to adapt,
leveraging its proprietary technology and agile
operating model to maintain engagement and drive
revenue growth.
During the year, we successfully integrated and
optimised our recent acquisitions, including
tvguide.co.uk and the Media Chain Group assets.
These strategic additions have significantly enhanced
our reach, audience engagement, and revenue
streams, reinforcing the strength of our buy-and-
build strategy. Our portfolio, which now includes
Entertainment Daily, The Daily Mash, The Tab, The
Poke, TV Guide, Emmerdale Insider, Royal Insider and
Reality Shrine is well-positioned to capitalise on the
growing demand for mobile entertainment and
news content.
FOR THE YEAR ENDED 31 DECEMBER 2024
Financially, we delivered full-year revenue of £3.6m,
a 31% increase on 2023, Adjusted EBITDA* of £0.6m
(2023: £20k), and an operating loss of £78k (2023:
£6,773k) reflecting a significant improvement
in profitability. This turnaround underscores the
effectiveness of our cost efficiencies, operational
discipline, and the inherent scalability of our business
model. We ended the year with a strong balance
sheet, increasing our gross cash position to £2.1m
(2023: £1.9m), ensuring we remain well-equipped to
seize further strategic opportunities as they arise.
The Board completed a Strategic Review in October.
It highlighted that whilst we recognise that market
volatility and platform dynamics will continue
to present challenges, we are confident that our
focus on our proven operating model, launching
more specialist content sites, targeted revenue
diversification and smart acquisitions will enable us to
drive greater shareholder value in the years to come.
On behalf of the Board, I would like to extend
my gratitude to our employees, partners, and
shareholders for their continued support and
dedication. I look forward to another year of growth
and opportunity as we advance our mission to be a
leader in mobile-first digital publishing.
Marcus Rich
Chairman
24 March 2025
DIGITALBOX PLC
CONTENTS
CONTENTS
Page
Chairman’s Statement
3
Chief Executive’s Report
5 - 11
Strategic Report
12 - 18
Corporate and Social Responsibility Report
19
Corporate Governance Report
20 - 26
Audit Committee Report
27 - 28
Remuneration Committee Report
29
Directors’ Report
30 - 31
Directors’ Responsibilities Statement
32
Independent Auditor’s Report
33 - 37
Consolidated Statement of Comprehensive Income
40
Consolidated Statement of Changes in Equity
41
Consolidated Statement of Financial Position
42
Consolidated Statement of Cash Flows
43 - 44
Notes forming part of the Consolidated Financial Statements
45 - 66
Company Statement of Financial Position
67
Company Statement of Changes in Equity
68
Notes forming part of the Company Financial Statements
69 - 72
Directors, Secretary and Advisers
73
* Adjusted EBITDA is defined as Operating loss after adding back depreciation, amortisation, impairment of goodwill and
intangible assets, share-based payments, acquisition costs, costs related to one-off projects and new product development.
There was no new product development cost in 2023.
DIGITALBOX PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
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DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 was another important year
for Digitalbox, strengthening our
assets and expanding the portfolio
against a backdrop of changing
market conditions.
The year started positively as the ad
market boomed and we benefited from
seeing Entertainment Daily re-surface
in Google. As we moved through the
year, economic uncertainty softened
the ad market as the UK headed towards the general
election, but advertiser confidence improved into
Q4. Marketers favour mobile digital media due to the
dominance of audience time spent on these devices,
and there is further room for growth from what
are considered the most accountable and relevant
commercial solutions within the marketing mix.
Against this fast-changing market backdrop we have
continued to develop our audience positions. We are
now one of the most significant online publishers
in the UK entertainment space and will continue
to benefit from the demand for quality mobile
advertising inventory at scale.
A particular highlight – with the first full year of trading
on TV Guide which we acquired in October 2023 – we
can report the brand has already repaid 70% of the
acquisition costs and is well positioned for further
development. The tech solution we rolled out across
both app and open web iterations has seen visibility
within key audience channels increase and usage
follow this. This is the latest example of our ability to
identify, acquire and transform assets with potential
into more profitable products.
Our strong year-end results, driven by a growing and
profitable portfolio, reflect our expertise, focus, and
agility in navigating challenges. By staying aligned
with the positive macro trends in mobile advertising –
an area we expect to outpace the broader market – we
have positioned ourselves for continued growth.
Chief Executive’s Report
FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL REVIEW
Full year revenue of £3.6m is 31% up on 2023, a result
of steady organic growth and complementary bolt-on
acquisitions with appealing payback timeframes that
deliver an increasingly diversified portfolio bringing
greater resilience and stability to our operations.
We are also pleased to continue the trend of being
consistently profitable since listing with Adjusted
EBITDA* of £624k, up from £20k in 2023 and a
return to target contribution margins in the
second half of the year.
Cash generation is a key feature of this business and,
despite some outlay on launches and acquisitions
during the year, we are pleased to report the revenue
growth of £0.8m resulted in an increase in net cash at
year end. The business ended the year with gross cash
at the bank of £2.1m, up from £1.9m for the previous
reporting period and the cash is held ready to deploy
for acquisitions and accelerated growth opportunities.
2024 shows an appealing return to revenue growth,
strong margins and a robust balance sheet, with no
impairment to the carrying value of the goodwill
and intangibles.
STRATEGIC DIRECTION
We began the year fully aware of the challenges
affecting media companies in a time of significant
change. As with nearly all media operations, we
experienced plenty of turbulence as a result of
Revenue growth,
strong margins
and a robust
balance sheet.
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
*Adjusted EBITDA definition to be found on p.age 3.
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OPERATING REVIEW
Digitalbox currently owns and operates eight trading
brands – Entertainment Daily, The Daily Mash, The
Tab, The Poke, TV Guide, Emmerdale Insider, Royal
Insider and Reality Shrine, with the final two having
been launched in 2025, subsequent to this reporting
period. Entertainment Daily produces and publishes
online UK entertainment news covering TV, showbiz
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 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. Emmerdale Insider is a dedicated
fan website delivering the latest news, spoilers,
and exclusive insights about the popular ITV soap
Emmerdale. Royal Insider delivers the latest news and
facts about the British royal family and Reality Shrine
provides the go-to destination for the latest news,
gossip, and insights on the biggest reality TV shows.
All eight brands generate revenue from advertising in
and around the content they publish and on platform
engagement revenue, whilst The Daily Mash also
has a paid subscription model. The acquisition of the
five assets from GRV and Walford News have been
successfully incorporated into the portfolio and will
strengthen the launches we deliver in 2025.
Whilst 2024 was still a year of relative uncertainty, it
further demonstrated the effectiveness of the digital
advertising medium as its share stood at 67% of global
ad spend. Media trends continued to evolve as the
major platforms continued jostling for share whilst
e-commerce grew globally by more than 8% via the
most personal of channels, the mobile device, which
fuelled demand for quality inventory.
With Digitalbox’s lean operating model, we are well
positioned to push forward with our strategy and the
Board believes we are well placed to benefit from the
forecasted growth in mobile ad spending over coming
years. Above and beyond the macro conditions that
were impacting most industries in 2024, Digitalbox did
well to navigate the algorithmic challenges presented
by the major platforms. Our publishing operations for
the year saw our audience volumes grow 10% to 264m
website visits.
As well as successfully re-platforming TV Guide and
integrating it with the app experience, we established
some very strong engagement across the Group
via the Media Chain assets that we acquired in
August 2023 and these contributed to our pleasing
audience growth. Furthermore, there was underlying
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
commercial success as we saw significant year-on-year
growth in the Poke session values over the year, and
the portfolio as a whole performed ahead of the UK
digital ad market index.
Compelling content is at the heart of our offering,
crafted by skilled teams with a deep understanding
of their audiences’ needs. Recognising the growing
importance of this in website rankings, we have
enhanced our teams’ visibility through more detailed
author profiles on our sites. We combine the expertise
of our valued staff with our proprietary mobile-first
delivery platform, named Graphene. Inspired by the
ultra-fast, lightweight, and highly conductive material,
Graphene is designed to deliver an optimal user
experience with the fastest and most efficient page
load speeds on mobile.
Alongside this highly optimised, low-friction content
delivery, the commercial element of the Graphene
set-up, the Graphene Ad Stack (GAS) now powers
the advertising monetisation of Entertainment
Daily, The Daily Mash, The Tab, The Poke, TV Guide,
Emmerdale Insider, Royal Insider and Reality Shrine.
We are seeing value creation here across all sites as
we tracked ahead of market averages during 2024. 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 a key driver of the Company’s performance.
The Tab and The Poke have proved to be great
successes since their acquisition and both fully paid
back their purchase costs within the first two years,
and TV Guide is tracking to deliver the same.
the Company’s underlying portfolio including
Entertainment Daily, The Daily Mash, The Tab, The
Poke and TV Guide continued to trade well alongside
a positive outlook fuelled by forecast growth within
the digital ad market; the Company had diversified
its revenue sources and further expanded its portfolio
over the past year, which it expects will continue to
contribute to greater operational trading resilience
in the future; the strengths contained within the
current business enable a faster and lower-risk route
to growth than a significant pivot of the business to
an alternative unexplored model at this stage of the
Company’s development. That said, in addition to the
development of specific new products, the Board has
also agreed to invest further in 2025 on Research &
Development to identify ways emerging technology
and AI can benefit the portfolio.
The completion of the Strategic Review marked a key
milestone for Digitalbox. We made significant strides
in expanding and diversifying our portfolio, reinforcing
the strength and adaptability of our mobile-first
digital media business. This review gave us a clear, in-
depth evaluation of our opportunities and reaffirmed
the Board’s confidence in our current strategy and
operating model.
With a solid foundation in place, we are well-
positioned to drive growth through both organic
expansion and further strategic acquisitions. Looking
ahead, we will stay focused on innovation and
expansion while maintaining the agility to capitalise
on emerging market opportunities through the
delivery of our core operating model.
changes on the major platforms (Google and Meta) as
both changed their ‘rules of engagement’ responding
to the threat of the disruptors (Open Ai and Tik Tok).
We continue to observe an evolving landscape, but
decided very early in 2024 that the business should
diversify its portfolio and we embarked on our
Verticals strategy.
The strategy is informed by our view that strong,
relevant content will remain key to consumers and
that it is how we reach our audiences that is changing
the most. We made a decision to focus around our
core strengths by expanding our existing model to
establish a stronger market share in the entertainment
space. Understanding the key platforms’ preference
and reader appetite for specialism we set about
building our first organic launch, Emmerdale Insider,
a highly focused product which paves the way for
further niche launches.
Given the positive trading during 2024, and in
recognition of some shareholders’ sentiments, the
Board felt October was an appropriate time to deliver a
Strategic Review, which may have included a possible
sale of the Company, with the objective of maximising
shareholder value. Having carefully considered the
outputs of the review, the Board concluded that
seeking to crystallise value through a sale of the
Company at that time was not in the best interests
of all stakeholders and the Board resolved to focus
on maximising value through the expansion of the
Company’s current model.
There were a number of key reasons behind the
Board’s conclusion; After a period of significant
disruption for news media brands in general,
Corporate Highlights
REVENUE
£3.6m vs £2.8m in 2023
ADJUSTED EBITDA*
£0.62m vs £0.02m in 2023
ADJUSTED EBITDA MARGIN
17.1% vs 0.7% in 2023
ADJUSTED EBITDA PER SHARE
0.53p vs 0.02p in 2023
* Adjusted EBITDA is defined as Operating loss after adding back depreciation, amortisation, impairment of goodwill and intangible assets,
share-based payments, acquisition costs, costs related to one-off projects and new product development. There was no new product
development cost in 2023.
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We continue to evaluate further acquisitions, and the
recent purchase of Walford News shows our intent
to secure assets that can also bring us on-platform
benefits. We remain ready to move quickly where
we can realise the appropriate value. We maintained
the scale of the Digitalbox team during a turbulent
2023, which meant we were well positioned to deliver
our expansion in 2024 whilst operational efficiencies
remained strong.
VERTICALS STRATEGY
Digitalbox’s Verticals strategy focuses on building
and monetising highly engaging, mobile-first digital
media brands within niche content categories or
“verticals”. Instead of operating with broadly pitched
media propositions where authority is harder to
establish, Digitalbox’s organic launch expansion will
focus on publishing brands that have the strongest
audience loyalty and engagement across all platforms
as these attributes are favoured by both Google and
Meta when they rank sites.
The Verticals sites are designed to create highly loyal
and engaged readers who return regularly to sites
that provide content they are highly invested in
consuming. We aim to grow the business through our
Verticals strategy and deliver more launches as we
move through 2025, 2026 and beyond.
Entertainment Daily with a distinct proposition and
relationship with our regular EastEnders show editorial
output. It brings over 450k followers that can be used
to enhance our Verticals strategy.
Immediately prior to the Walford News transaction we
completed on the assets of the GRV entertainment
portfolio in November 2024. The assets acquired bring
a content archive and social pages which we feel are
highly complementary to the Group, supporting the
launches of Reality Shrine and Royal Insider (both
outside the reporting period). We’re pleased that
the majority of the GRV team have chosen to join
Digitalbox full time and are now contributing across
our portfolio.
TV Guide was acquired in October 2023 and had a
strong first full year of trading, benefiting significantly
from its re-platforming. With a vastly improved user
experience delivered in Q4, we were able to move
forwards and flow this solution into our app experience
on both IOS and Android. These changes delivered a
very strong year for the brand with over 51m sessions
and it tracking to fully repay its purchase price within
24 months.
Entertainment Daily saw an overall reduction in
sessions (visits) of 21% year-on-year as a result of Google
algorithms drastically reducing its appearance in
their search and Discover feeds. Facebook performed
well across the year contributing significantly to
our performance since they decided to move to
commercially favour the most engaged audience
groups. The editorial team continued to cover 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
launch of Emmerdale Insider from this editorial group
as we responded to the changes being
made by Google.
The Tab continues to perform on strategy delivering
consistent positive contribution growth. The year saw
the site have strong traffic growth of 15% year-on-year,
bucking market trends. Editorial campaigning for
key issues connecting with the student demographic
continued to produce national media pick-ups,
alongside its established output of entertainment and
culture coverage. Whilst the site had to ride out the
challenge of the Facebook strike, this has now been
resolved. We continue to leverage the existing Tab
portfolio of Facebook pages, the Media Chain acquired
page helped push its social follower base beyond 14m,
delivering much greater reach and audience delivery
over the year.
The Poke, which was acquired at the end of 2022,
also had another strong year. We benefited from the
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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 continue to
engage consumers at scale through this channel with
90% of our audience across the portfolio visiting on
mobile devices. With an average of 22m 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 grew well into Q1 of
2024 and we anticipate further growth as western
economies emerge from the sustained period of slow
growth. As part of our mobile-first strategy, we have
built a single site template for our new brands which
enables optimisations to be rapidly applied across
the portfolio. As previously noted, our GAS set up on
The Poke and TV Guide quickly contributed to their
profitability and we are seeing positive signs on the
new Vertical site launches. This will give Digitalbox an
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.
The projections indicate a steady increase in both
total digital advertising spend and the proportion
allocated to mobile advertising, reflecting the
growing dominance of mobile platforms in the digital
advertising landscape.
PORTFOLIO GROWTH
Television soap site Walford News is the most
recent addition to the Digitalbox portfolio, with the
acquisition of assets completing in December 2024.
We feel the offering is an excellent stablemate to
interest around the elections on both sides of the
Atlantic, whilst growing session values by 34%. Traffic
was 22% up as we invested in greater output to grow
the site and we quickly achieved full repayment on the
acquisition costs for this site early in the year.
The Daily Mash had a positive year as we progressed
our consumer-revenues strategy. Subscriptions grew,
to over 4000 and readers accepted a 50% increase in
subscription costs as we looked to optimise our service
behind the pay wall. The brand also delivered a return
to print and paper with its licensed book ‘A Field Guide
to Being British’ hitting the shops in Q4 in 2024.
CULTURE AND PEOPLE
At Digitalbox, we are committed to fostering a culture
where talented individuals can thrive. Long before
the global health emergency that started in 2020,
we prioritised flexibility and agility over rigid office
traditions or a one-size-fits-all approach. Today, we
continue to blend office-based and remote roles,
full-time and part-time positions, as well as staff and
freelance agreements – ensuring our business needs
align with those of our people. Our hybrid working
model, which balances home and office environments,
has proven to be the most effective.
Clear communication and inclusivity are at the
heart of our culture. We keep our teams informed
with monthly Company-wide updates, host weekly
leadership sessions, and maintain daily team
meetings. Additionally, we bring everyone together
for two annual all-staff events—this year’s summer
gathering featured a pre-Olympics tour of Paris, while
our Christmas celebration embraced a musical theme
in London’s Fitzrovia.
Attracting and retaining top talent is central to our
success. New staff work closely with experienced
managers as they develop their skills, while ongoing
training and development opportunities support
career growth for senior staff. The Daily Mash and
*Source: Statista – Digital ad spend growth worldwide 2022-2028, November 2024.
Projected Global Digital / Mobile Ad Spend
Forecast global digital ad spend $bn*
Forecast market growth
2025
447
2026
492
10%
2027
542
10%
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The Poke have welcomed new contributors, and The
Tab remains dedicated to offering free, high-quality
training for its network of student journalists.
We believe in fairly rewarding our people and
providing them with opportunities to grow within the
business. All employees benefit from life assurance
and pension schemes, along with a comprehensive
wellbeing and support programme. This includes
personalised nutrition and fitness plans, mental health
resources, legal and medical advice, and strategies to
prevent burnout. Additionally, a share options scheme
is available for senior staff.
I would like to extend my sincere gratitude to the
entire Digitalbox team for their dedication, resilience,
and enthusiasm throughout a challenging year.
Their contributions have been instrumental in laying
the foundation for future growth. As we continue to
expand our portfolio, it’s a privilege to work alongside
such a talented and committed team.
BUSINESS OUTLOOK
Since listing on the AIM market with a single brand
in 2019, Digitalbox has continued to develop as a
profitable UK digital media business positioned
squarely in the mobile space and focused on the
entertainment sector.
The evolving media landscape of 2024 reinforced
the consensus from publishers that audiences will be
delivered through increased diversification. A focus
on engagement through the most effective channels
will be key, whilst global digital advertising spend is
forecast to grow by more than 30% in the next
three years.
The UK digital ad market continues to lead the world
with the greatest share of total ad spend allocated
to this medium whilst we are second only to the US
in digital ad spend per capita. These forces will help
Digitalbox, by pushing the business to the forefront
as mobile devices’ share is also forecast to grow from
67% of all digital ad spend in 2024 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 as they also explore hybrid ad-funded
subscription models. Whilst the traditional channels
face the pressure of this changing landscape, the
quality of the output continues to grow to benefit our
audiences and fuel the demand for the information
they crave from publishers like Digitalbox. The
increasingly competitive entertainment market
stimulates our various audiences leading to big shows
like Married At First Sight and I’m a Celebrity Get Me
Out Of Here delivering strong engagement across our
platforms in 2024.
Since listing on AIM, we have successfully completed
seven acquisitions—The Daily Mash, The Tab, The Poke,
Media Chain, GRV, Walford News and TV Guide – each
demonstrating the strength of our model. These
successes reinforce our confidence in driving further
growth within our portfolio and pursuing additional
acquisitions when the right opportunities arise.
2024 saw Digitalbox deliver a strong recovery from the
areas of the market that hit many publishers hard in
2023, and our decision to stick to our plan has set the
business up well for expansion. Whilst we recognise
there is room for economic confidence to improve,
we believe it will have a direct impact on marketing
budgets when it does.
We believe Digitalbox is well-positioned in the open
advertising market, with the agility to adapt in real
time while maintaining strong demand for its high-
quality inventory. Global insights indicate a steady and
measured market recovery throughout 2025, and we
see no reason to question these optimistic forecasts.
With improving conditions ahead, we are confident
that the business is strategically placed to capitalise on
the market’s anticipated resurgence.
Our portfolio has been expanded and is now more
diverse and balanced than at any time in the
Company’s history. This offers greater resilience and
higher growth potential. Over the next three years we
have an ambitious plan to at least double the size of
the business. This will involve organically launching
and expanding brands to build audiences in English
language markets. In order to drive this expansion, we
are committing c.£0.6m of incremental investment in
2025. We expect revenues to build through the plan
period (2025-2027) driving profitability and scale.
We enter 2025 with an expanded portfolio,
primed for future growth alongside a returning
economy and a confident digital advertising sector
expected to increase its share of global ad spend over
coming years.
James Carter
Chief Executive
24 March 2025
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CHIEF EXECUTIVE’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Publishing portfolio
Current portfolio – Royal Insider and Reality Shrine launched post period in January and February 2025 respectively
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DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
We set out to build a new digital media
business; one driven by sustainable
profitability and efficiency
delivering high quality content
engaging users at speed
and scale.
Our aim remains to generate
organic growth of our existing
assets where possible, launch new
products into complementary
markets and 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
Strategic Report
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 and TikTok continue to compete
for consumer attention through ‘push media’
consumption, and it is the creators with the most
engaging content that will continue to benefit from
this competition. Google continues to develop push
content strategy via the Discover feed which is now
making billions of content suggestions and Meta is
placing a greater focus on its creators by rewarding
them for increasing the time spent on their platforms.
TikTok is increasingly taking audience share from
all of the key platforms and its predictive content
model points the way towards the algorithms that
will maximise platform engagement. Both Alphabet
and Meta are challenged by this and we are seeing
increasing usage of search within Tik Tok from Gen Z
to source relevant news content.
Targeting consumers via an array of distribution
channels is key, but having the ability to focus and
optimise within those channels which are profitable is
where the skill exists.
Whilst the major platforms continue to evolve their
AI models, consumers continue to support other
push media sources too and as a result, creators will
continue to see growth opportunities.
RELEVANCE
Our business is rooted in the entertainment market,
delivering distinct advantages across key areas:
Editorial Excellence – Our content deeply resonates
with our audiences, keeping them engaged and
returning for more.
Advertiser Trust – Our strong performance for key
advertisers is built on the high value they place on
premium UK and US traffic— the world’s
most sophisticated and competitive digital
market landscapes.
GROWTH THROUGH BOTH BUYING
AND BUILDING
Since joining AIM, Digitalbox has pursued a strategic
approach, expanding its portfolio through targeted
investments and acquisitions. Our goal has been
to identify opportunities that align with our core
operations while also extending our reach into areas
with strong audience demand, particularly in the
entertainment sector.
As noted previously, 2024 saw two acquisitions
complete, bringing the assets of the GRV
entertainment portfolio and the Walford East
brand into the Group in November and
December respectively.
These deals follow the acquisition of TV Guide and
social assets of Media Chain in 2023, The Poke in 2022,
The Tab in 2020 and The Daily Mash in 2019.
Our approach of careful target selection, integration
and product improvement have ensured all our
acquisitions to date have been successful, operate
profitably and deliver cumulative payback within a
24-month window.
Looking ahead, we remain focused on identifying
acquisitions that complement our existing operations
and have also decided to place a greater emphasis on
delivering internal launches through our
‘Verticals’ strategy.
The
Digitalbox
Vision
OUR APPROACH
Success in today’s media landscape requires brands, businesses, and teams to be:
ENGAGING
In a digital world where
competition for attention
is fierce, only the most
compelling content wins.
Our teams’ deep passion for
their subjects, sharp audience
insight, and creative expertise
ensure we consistently achieve
industry-leading levels of
engagement.
FAST
Audiences expect instant
access to the latest stories,
and their attention spans are
shorter than ever. Our content
and tech teams are relentless
in their pursuit of speed,
ensuring we deliver breaking
news and trending content as
quickly as possible.
FLEXIBLE
Digitalbox is built for a mobile-
first world because that’s
where our audience lives. As
platforms evolve and new
technologies emerge, our
strategy remains fluid, allowing
us to adapt quickly and stay
ahead of shifting audience
behaviours. The digital
landscape never stands still,
and neither do we.
EFFICIENT
Profitability is the foundation
of long-term success. The
digital media industry has seen
many unsustainable models
come and go, but we focus
on efficiency at every level—
maximising impact, optimising
resources, and ensuring
our operations remain
commercially sound.
Our acquisitions have
been successful, operate
profitably and pay back
within 24 months.
IN-DEMAND AUDIENCES
Entertainment Daily attracts a core audience of UK
women aged 25 and older—key decision-makers
in household shopping. Responsible for managing
budgets, they are deeply engaged in their purchasing
power and drawn to brands that offer status and value.
Always on the lookout for the best deals, they take
pride in sharing their discoveries with friends.
The Daily Mash resonates with independent-minded
UK professionals who appreciate sharp satire and
insightful commentary. Known for their discerning
tastes and keen awareness of current affairs, these
25-54-year-olds thrive on the brand’s witty critique
of the powerful and absurd. As active digital content
sharers, they continue to spread humour and
perspective even in challenging times.
13
MOBILE-OPTIMISED TECH
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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15
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
2024 Figures include full year Google Analytics & Parse.ly audience figures for Entertainment Daily, The Daily Mash, The Tab, The Poke and TV Guide. Social Followers
includes current followers of associated pages on Facebook, Twitter, Instagram and TikTok.
Operational KPIs
ONLINE SESSIONS
264 million
(2023: 239m)
(2022: 293m)
(2021: 273m)
(2020: 221m)
(2019: 225m)
Visits to Digitalbox’s websites
MOBILE USERS
100 million
(2023: 92m)
(2022: 110m)
(2021: 108m)
(2020: 59m)
(2019: 35m)
Numbers of users visiting sites
on mobile and tablet devices
UK AUDIENCE
74 million
(2023: 71m)
(2022: 76m)
(2021: 76m)
(2020: 51m)
(2019: 37m)
Users of Digitalbox’s
websites based in the UK
SOCIAL FOLLOWERS
21 million
(2023: 20m)
(2022: 8m)
(2021: 7.0m)
(2020: 6.7m)
(2019: 3.5m)
Social followers of
Digitalbox’s properties
The Tab began in 2009 as a student-led alternative
to outdated university papers, evolving into one of
the UK’s most influential youth media platforms. Its
audience—young, ambitious, and socially conscious—
is tasked with reshaping the future. Whether
tackling climate change, redefining the workplace,
or addressing societal shifts, these global citizens are
positioned to lead with innovation and responsibility.
The Poke has been entertaining audiences since
2010, offering a dynamic mix of trending content,
viral moments, and social media reactions. Engaging
both men and women primarily within the 25-54 age
group, its audience thrives on quick-witted takes and
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
offbeat perspectives on the biggest and strangest
stories shaping culture today.
TV Guide is the UK’s go-to digital-only TV listings
platform, providing comprehensive programming
schedules, expert recommendations, and in-depth
reviews across 300+ channels. A must-visit for TV
enthusiasts, its audience skews slightly male (57/43
split) and is predominantly aged 25-54, reflecting
a dedicated viewership seeking the best
entertainment options.
Emmerdale Insider is the ultimate information source
for fans of the legendary ITV soap, delivering spoilers,
Key dates in 2024
Feb 2024
The Daily Mash subscribers
pass 4,000
Oct 2024
New CTO appointed
July 2024
TV Guide apps rebuilt,
streaming content introduced
Dec 2024
Acquisition of Walford East
assets completes
Mar 2024
The Tab Q1 main page FB
reach 122m (up 92% y.o.y)
Nov 2024
Acquisition of GRV
Entertainment assets
completes
Aug 2024
Emmerdale Insider
launches
Dec 2024
TV Guide Q4 traffic
up 90% y.o.y.
2024
MAR
2024
APR
2024
JUN
2024
JUL
2024
AUG
2024
SEPT
2024
OCT
2024
NOV
DEC
2024
2024
MAY
June 2024
The Poke Q2 content
investment, 50%
traffic increase
Graphene is our mobile-first delivery process.
The tech consists of a blend of technologies
allowing our websites to flourish through
an efficient, light touch content delivery
approach. This brings advantages to how
our sites are experienced by users and also
ranked by the key platforms – Alphabet
and Meta – as they evaluate the preferred
destinations for their users.
Our Graphene Ad Stack (GAS) aims to
maximise mobile profitability, which has
delivered to great effect more than doubling
the session values on The Tab after it was
acquired, increasing those on The Poke by
34% in 2024 and also enhancing TV Guide’s
performance in its first full year.
2024
FEB
storyline recaps, fan theories and more. Its audience is
81% female, aged mainly 45+.
Collectively, these brands serve distinct yet
complementary audiences, offering strong potential
for both individual growth and strategic cross-
platform engagement across the portfolio.
PORTFOLIO DEVELOPMENT
While profitability is key, we continue to invest in
expanding the business. 2025 will see additional
development of content, distribution strategy and
tech on Entertainment Daily, The Tab, The Daily Mash,
The Poke and TV Guide, alongside new launches as
we aim to strengthen all aspects of our publishing
operations across the entertainment sector.
Our ‘Verticals’ programme has so far released three
new sites to the market in the form of Emmerdale
Insider, Royal Insider and Reality Shrine (the latter two
post-period), as we look to complement the existing
portfolio with a raft of specialist sites.
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 4.
GROWTH IN
SESSIONS
22%
51M
SESSIONS
DELIVERED
MOBILE-FIRST:
100M
MOBILE USERS
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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.
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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. Furthermore, 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
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.
Competition
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, has strong cash
conversion from operations, has a very low capital expenditure
requirement and pays close attention to its cash flow forecasts.
Cyber attack
A cyber attack could result in the loss of data, loss of revenue due
to service outage or loss of cash due to fraud. The consequence
of such an attack could have consequences with both customer
trust and reputational risks for our in-market partnerships.
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.
Bolt-on
acquisitions
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.
Downturn in
advertising
spending
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).
RISK
POTENTIAL IMPACT
MITIGATION & CONTROL
Highlights
As noted, 2024 saw encouraging progress across
the portfolio, including:
DIGITALBOX GROUP
THE TAB
THE POKE
TV GUIDE
THE DAILY MASH
ENTERTAINMENT DAILY
10% GROWTH IN UNIQUE USERS
9%
GROWTH
IN TOTAL
SOCIAL FOLLOWERS
109%
GROWTH MASH PREMIUM
SUBSCRIBER REVENUES
14,000,000
TOTAL SOCIAL
FOLLOWERS
63%
APP AND
WEBSITE
INTEGRATION
SUCCESS
BOOK
LICENSE DEAL
22%
GROWTH
IN Q1 SESSIONS
GROWTH IN
REVENUE
15%
GROWTH
IN SESSIONS
EXPANDED
PORTFOLIO
20M
SOCIAL
FOLLOWERS
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
Section 172 of the Companies Act 2006 requires that the Directors act in a way that the 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.
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.
• 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
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.
• Continual dialogue and review of feedback
from customers to ensure satisfaction
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.
• Company website
• RNS announcements
• Annual Report
• Direct contact with regulators
• Compliance updates at Board Meetings
• Consistent risk review
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
DIGITALBOX PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CORPORATE AND SOCIAL RESPONSIBILITY REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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 focused on publishing digital
content only, it has inherently a low carbon impact, therefore it
has adopted SECR reporting. Good practice requires the Group
to report on the following basis.
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 has 42 employees who are located in two serviced
offices and/or in their own homes. It also uses freelance
contributors.
These employees & contributors 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 and all other UK travel is
undertaken by train / tube and minimal use of taxis.
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.
Corporate and Social Responsibility Report
RISKS AND UNCERTAINTIES (continued)
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.
Updated reporting from 2024 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.
RISK
POTENTIAL IMPACT
MITIGATION & CONTROL
During the year we continued to review the above to develop enhanced policies and practices, including undertaking the strtetic review, the
appointment of a new CFO, the appointment of executive directors, the retention of HR advice and the adoption SECR tracking and to monitor
planned improvements to the carbon impact of the business.
THE GROUP THEREFORE REPORTS ITS FIRST YEAR OF SECR DATA BELOW:
Scope
2024 Usage
Comment / Basis
Scope 1 (Direct) GHG Emissions
49,268 kWh
Estimated based on employees working with standard equipment
(Macbook Pro, smartphone, second screen) in a home setting (lighting,
heat) & equivalent calculations for freelance contributors.
Scope 2 (Energy Indirect) Emissions
64,950 kWh
Website hosting/serving via AWS & Cloudflare estimated based on traffic.
Scope 3 (Other Indirect) Emissions
1,280 kgCO2e
Train travel to Bath and London offices for CEO, COO, Board meeting
attendance, Eurostar Company trip to Paris, flights to trade show in
Cologne, excludes other incidental travel.
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Corporate
Governance
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
Corporate Governance Report
Board of
Directors
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX AND THE QCA CODE
D
igitalbox PLC is committed to good
corporate governance and has adopted
the corporate governance guidelines of the
Quoted Companies Alliance (QCA) and we
will assess changes to the new QCA Code (applicable
for accounting periods beginning on or after 1 April
2024) in future periods.
This section outlines the ways in which the
Group applies the QCA’s ten principles of
corporate governance.
1.
Establish a strategy and business model which
promote long-term value for shareholders
Digitalbox aims to become a leading publisher of
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.
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 12.
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 shareholders’ needs
fundamental to its success.
All shareholders are able to attend the Company’s
Interim and Full Year results presentations, which
are held virtually for convenience of all and allow
questions and feedback to be submitted.
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 to gauge
shareholder sentiment.
The Group’s Annual General Meeting (AGM) also
provides a 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
James Carter
Chief Executive Officer
Jim Douglas
Chief Operating Officer
Claire Blunt
Non-Executive Director
Richard Spilsbury
Chief Financial Officer
& Company Secretary
Philip Machray
Non-Executive Director
Graham Bryce
Non-Executive Director
James joined Digitalbox in 2016
and is responsible for the strategy,
direction and day-to-day running of
the business. He has a proven track
record in building value in the media
industry, within both public and
limited companies. As part of the
founding executive team at Factory
Media, he drove the business to
achieve a significant exit to Forward
Internet Group. Prior to the creation
of Factory Media, James was NPD
Director at Dennis Publishing and
Publishing Director at EMAP plc
where he had responsibility for FHM.
FHM grew from a fledgling fashion
focused magazine to a global
network of 32 editions and a value at
its peak of over £250m.
Jim oversees editorial operations at
Digitalbox and has previously held
strategic and profit responsibility for
successful media brands in sectors
including film, music, games,
sport and automotive. He has led
creative teams in both UK and US.
He started his career at EMAP plc
as a journalist and in the early 90s
he joined start-up business Future
Publishing. At Future, Jim held the
position of Editorial Director for 10
years with ultimate responsibility for
product development. During this
time Future was named UK Digital
Publisher of the Year five times.
Claire is a Chartered Accountant and
joined Digitalbox as an Independent
Non-Executive Director in October
2024. She is CEO of BeautyConnect
and Chair at one Media iP Group Plc.
She brings a wealth of operational
digital and PLC experience from her
senior roles at leading companies
in the media industry. She was the
Chief Operating Officer of Future
plc, a FTSE 250 global platform for
specialist media businesses. Prior to
that she was the Chief Advertising
Officer and CEO, International for
the Guardian Media Group, having
worked previously for almost six
years in Hearst Corporation’s UK
& European business, latterly as
Chief Financial Operations and
Data Officer. Claire chairs the
Remuneration committee and is a
member of the Audit, Nomination
and Disclosure Committees.
Richard joined Digitalbox on 31st
December 2024. After qualifying as
a Chartered Accountant at Bright
Grahame Murray and subsequently
working at PwC, he joined Future
plc where we worked as Finance
Director and Group Corporate
Development Director. Subsequent
to his time at Future he was
Corporate Development Director
at Play Sports Group, which was
focussed on sports digital video and
marketing, and was acquired by
Discovery Inc in 2019. He is Founder
and currently CEO of corporate
development advisory and corporate
finance firm, Link Stone Advisory.
Philip joined Digitalbox as an
Independent Non-Executive Director
in July 2021 and is Chairman of
the Audit Committee. He is Chief
Executive Officer and Chief Financial
Officer of data and intelligence
business, Merit Group and a non-
executive director of System1 Group
plc. Phil is a Chartered Accountant
with over 25 years’ experience in
the media sector as an advisor,
Board member and Executive. Most
recently Phil worked for 16 years at
Reach plc (formerly Trinity Mirror
plc) where he held roles including
Director of Corporate Development,
Chief Operating Officer of Regionals,
and Managing Director of Specialist
Digital. Phil began his career at
Deloitte LLP and was a Director
within Deloitte’s Technology, Media
& Telecoms practice.
Graham joined Digitalbox as a Non-
Executive Director in November
2024. He was formerly Chief
Operations Officer at Bauer Media
Audio UK and is currently non-
executive chair of Stream Marine
Group. Graham is a Chartered
Accountant and MBA and brings a
wealth of experience from senior
roles and directorships over the past
30 years in the UK and European
media industry and board level
experience in the maritime and
renewables industry.
Marcus Rich
Non-Executive Chairman
Marcus joined Digitalbox as
Chairman in February 2021. Before
this he was the CEO of TI Media
for six years where he led the
MBO of Time Inc. UK backed by
private equity firm Epiris in March
2018, and then the subsequent
successful £140m sale of the now
named TI Media to Future plc in
April 2021. Previously he worked
for Associated Newspapers in
the roles of Commercial Director
and Managing Director Mail On
Sunday. He has held several senior
Managing Director positions for
sizable businesses in the 16 years he
worked for Emap plc in Publishing,
TV and Advertising in the UK and
both the USA and Australia. Marcus
has created significant shareholder
value in the businesses he has run
across the media landscape.
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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.
Outside the AGM the Group will 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 on page 18.
.
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
pages 17 and 18.
5.
Maintain the Board as a well-functioning,
balanced team led by the Chair
The Board comprises three Executive Directors
and four Non-Executive Directors, following the
appointment of Claire Blunt and Graham Bryce
in October and November respectively. The
Board considers three Non-Executive Directors
to be independent and Graham Bryce to be non-
independent as a result of his appointment arising
through two shareholders – Downing and Storia Credit
– submitting a requisition notice for his appointment.
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 12 times in 2024.
Details of the Board members, their roles and their
attendance at meetings can be found on pages 22
and 25.
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 radio and also have
extensive experience in M&A.
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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 19.
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.
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
Marcus Rich
12/12
2/2
1/1
1/1
n/a
James Carter
12/12
-
-
-
-
Jim Douglas
12/12
-
-
-
-
David Joseph
11/12
-
-
-
-
Philip Machray
12/12
2/2
1/1
1/1
n/a
Claire Blunt (Joined Oct 2024)
1/12
-
-
-
-
Graham Bryce (Joined Nov 2024)
1/12
-
-
-
-
Board
Audit
Remuneration
Nomination
Disclosure*
Attendance at the respective meeting is summarised as follows:
*Disclosure committee matters discussed as a matter of course in regular Board meetings.
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
DIGITALBOX PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Audit Committee Report
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. Claire Blunt
acts as chair of the Remuneration Committee and
Philip Machray is the other member.
The Remuneration Committee report is found
on page 29.
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 Claire Blunt and Philip Machray are the other
members.
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 page 18.
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.
2024 ACTIVITIES
The Audit Committee met twice during the year.
These meeting were primarily used to consider the
prior year’s Annual Report and Accounts and the
current year interim financial statements. In January
2025, the Committee chair met with the Group’s
external auditors to agree the audit plan for the 2024
financial year-end. The Committee also met in March
2025 prior to approving the 2024 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 2024 year-end
audit and fully discussed the Annual Report at the
Committee meeting in March 2025. 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 acquisition of the brands and trademarks
of the Walford News and GRV 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
DIGITALBOX PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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
and Claire Blunt are the other members of the
Audit Committee.
The Audit Committee report is found on pages 27
and 28.
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
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
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
DIGITALBOX PLC
REMUNERATION COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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 executive directors’ annual bonus plan was based
on a measure of adjusted EBITDA performance
compared to budget. For 2024 the executive directors’
bonus scheme will be based on revenue and a
measure of adjusted EBITDA being exceeded with a
bonus cap of 200% of salary.
Remuneration Committee Report
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.
Claire Blunt
Chair of the Remuneration Committee
24 March 2025
Director
Number of
%
Number of
%
1p Ordinary Shares as at
1p Ordinary Shares as at
31st December 2024
31st December 2023
James Carter
10,908,078
9.3%
10,908,078
9.3%
Jim Douglas
10,908,078
9.3%
10,908,078
9.3%
David Joseph*
1,700,000
1.4%
1,150,000
1.0%
23,516,156
19.9%
22,966,156
19.5%
Total ordinary shares
117,923,393
117,923,393
Options have been granted to certain key employees, as below:
Option Holder
Number of Shares
Vesting Date
James Carter*
681,958
Vested
Jim Douglas*
681,958
Vested
Nick Clough
1,002,960
Vested
Karen Hyland
1,002,960
Vested
Grace Vielma
1,002,960
24 February 2024
James Carter
1,504,441
5 April 2026
James Douglas
1,504,441
5 April 2026
Thomas Christmas
1,002,960
5 April 2026
Hayley Soen
501,480
5 April 2026
7,883,158
*Effective options in Digitalbox plc arising from warrants in a subsidiary Company vesting immediately
approach to evaluation of the carrying value of
goodwill and other intangible assets, having due
regard to the impairments recognised in prior
periods, but cognisant of the improvement in
profitability in 2024. The Committee carefully
considered the value in use of each CGU based
on management’s projection of future cashflows
and the appropriateness of the discount rate used
to determine net present value. The Committee
was satisfied with the carrying values of the
assets associated with the Group’s assets 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
and the specific industry characteristics creating
volatility in the Group’s revenues. 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.
The committee also assisted in the selection and
appointment and onboarding of Richard Spilsbury as
Chief Financial Officer, following the resignation of
David Joseph with effect from 1 January 2025.
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.
Audit Committee Report cont...
DIGITALBOX PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
EXTERNAL AUDITORS
The Audit Committee has reviewed the independence
and effectiveness of HaysMac LLP, the Group’s external
auditors, and are satisfied in both respects.
HaysMac LLP’s fees in the year in respect of audit
services were £62k (2023: £60k) and in respect of
non-audit services were £5k (2023: £0k) as detailed in
note 8. HaysMac LLP have signified their willingness
to continue in office and a resolution to reappoint
HaysMac LLP as auditor to the Company will be
proposed at the AGM.
Philip Machray
Chairman of the Audit Committee
24 March 2025
Directors’ remuneration for the year of 2024 are shown on page 54. Directors’ shareholdings are set out below:
ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
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ANNUAL REPORT & ACCOUNTS 2024 | digitalbox.com
DIGITALBOX PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and audited
financial statements for the year ended 31
December 2024.
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 (Resigned 31 December 2024)
Philip Machray
Claire Blunt (Appointed 25 October 2024)
Graham Bryce (Appointed 6 November 2024)
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 (2023: £Nil).
The Board is not recommending the payment of
a final dividend in respect of the year ended 31
December 2024.
Earnings per Share
Earnings per share in the period from continuing
operations was a loss of 0.056p (2023: loss of 5.662p)
and diluted earnings per share from continuing
operations in the period was a loss of 0.056p (2022: loss
of 5.662p).
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’ Report
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.
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, including
plausible downside scenarios. Given the strong and
liquid balance sheet position, the proven ability of the
Group to generate operating cash in a challenging
market, increasing profitability and successful bolt
on acquisitions in the current and prior periods,
the Directors have a reasonable expectation that
the Group has adequate resources to continue in
operational existence for the foreseeable future. The
going concern basis of accounting has therefore been
adopted in preparing the financial statements.
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 beginning on page 19.
Political Donations
The Group did not make any political donations
during 2024 (2023: £Nil). 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
On 19 November 2024 the Company’s auditor
changed its name from Haysmacintyre LLP to
HaysMac LLP. HaysMac LLP have signified their
willingness to continue in office and a resolution to
reappoint HaysMac LLP as auditor to the Company will
be proposed at the AGM.
Approved by the Board on 24 March 2025 and signed
on its behalf:
James Carter
Chief Executive Officer
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 2024, the following shareholders
owned 3% or more of the Company:
Name
Shares
%
Storia Credit Holdings (Europe)
23,267,312
19.7
Downing (London)
22,589,795
19.1
Mr James Carter
10,908,078
9.3
Mr Jim Douglas
10,908,078
9.3
Hargreaves Lansdown
Asset Management (Bristol)
5,088,858
4.3
Interactive Investor (Manchester)
4,671,578
4.0
Professor P Unwin
3,735,000
3.0
DIGITALBOX PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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DIGITALBOX PLC
DIRECTORS’ RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors’ Responsibilities Statement
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:
select suitable accounting policies and then
apply them consistently;
make judgements and accounting estimates
that are reasonable and prudent;
tate 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.
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..
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.
Independent Auditor’s Report
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
OPINION
We have audited the financial statements of
Digitalbox plc (the ‘parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31
December 2024 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 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 2024 and of the Group’s profit for
the year then ended;
have been properly prepared in accordance
with UK adopted international accounting
standards; and
have been prepared in accordance with the
requirements of the Companies 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.
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DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
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. During the period, the
Group recognised revenues of £3,624k (2023: £2,790k).
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).
Further work included, but was not restricted to:
performing a cash to revenue reconciliation, reconciling revenue recorded in
the year to cash receipts, considering movements in the statement of financial
position movements;
analytical review of all transactions to identify transactions recorded during the
year that fall outside the standard posting cycle
reviewing a sample of sales raised in December and January 2024 to ensure that
this was 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.
Valuation of investments in subsidiaries and intercompany
receivables (only Digitalbox PLC Parent Company)
Included in the Parent Company’s Statement of Financial
Position are investments in subsidiaries of £6,226k (2023: £6,226k)
and intercompany receivables of £1,064k (£2023: £1,771k).
Given the size of the balances held, there is a risk that both the
investment and intercompany receivables balances should be
impaired as at 31 December 2024.
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.
Impairment of goodwill and other intangibles assets
(Digitalbox Plc and Digitalbox Publishing)
As at the 31 December 2024, the Group has recognised goodwill
and intangibles of £4,326k (2023: £4,594k). The goodwill
and intangibles assets arose on through both the historical
acquisitions of Entertainment Daily and The Tab, as well as recent
asset acquisitions. There is a risk that the value of the goodwill
and intangible assets should be impaired as at 31 December 2024
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.
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
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 £46,000, determined by reference to 7.5% of
normalised 5-year Group Adjusted EBITDA (Adjusted
EBITDA is defined as Operating loss after adding
back depreciation, amortisation, impairment of
goodwill and intangible assets, share-based payments,
acquisition costs, costs related to one-off projects and
new product development). Performance materiality
was set at £32,200, being 65% of materiality. We have
reported to the audit committee any corrected or
uncorrected misstatements arising exceeding £2,300.
Component materiality for the parent Company
and only trading subsidiary, Digitalbox Publishing
Limited, was capped at £45,000, with reference to a
benchmark of Group materiality.
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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.
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
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 here:
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.
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.
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.
Laura Mott
(Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
24 March 2025
DIGITALBOX PLC
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DIGITALBOX PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
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DIGITALBOX PLC
FINANCIAL STATEMENTS
DIGITALBOX PLC
FINANCIAL STATEMENTS
Financial
Statements
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DIGITALBOX PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended
Year ended
31 December
31 December
2024
2023
Note
£’000
£’000
Revenue
7
3,645
2,790
Cost of sales
(551)
(606)
Gross profit
3,094
2,184
Administrative expenses
(3,172)
(8,957)
Operating loss
8
(78)
(6,773)
Memorandum:
Adjusted EBITDA1
624
20
Depreciation
(28)
(14)
Amortisation
(387)
(265)
Impairment of goodwill and intangible assets
-
(6,384)
Share based payments
(94)
(96)
New product development
(79)
-
Costs in relation to one-off projects
(114)
(34)
Loss from operations
(78)
(6,773)
Finance costs
10
(4)
(6)
Finance income
57
44
Loss before taxation and attributable
to equity holders of the parent
(25)
(6,735)
Taxation
11
(41)
58
Loss and total comprehensive income
for the financial year
(66)
(6,677)
All profits and losses arise from continuing operations.
There was no comprehensive income for 2024 (2023: £NIL)
1Adjusted EBITDA is defined as Operating loss after adding back depreciation, amortisation,
impairment of goodwill and intangible assets, share-based payments, acquisition costs,
costs related to one-off projects and new product development. There was no new product
development cost in 2023.
2024
2003
pence
pence
(Loss) per share
Basic (continuing)
12
(000.056)
(005.662)
(Loss) per share
Diluted (continuing)
12
(000.056)
(005.662)
Retained
Share
Share
Share based
earnings/
Total
capital
premium
payment
(deficit)
equity
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
1,179
11,169
196
1,431
13,975
Equity settled share-based payment charge
-
-
96
-
96
Reserves transfer in respect of lapsed options
-
-
(104)
104
-
Loss after tax
-
-
-
(6,677)
(6,677)
Balance at 31 December 2023
1,179
11,169
188
(5,142)
7,394
Equity settled share-based payment charge
-
-
94
-
94
Reserves transfer in respect of lapsed options
-
-
(107)
107
-
Share capital reduction
-
(11,169)
-
11,169
-
Loss after tax
-
-
-
(66)
(66)
Balance at 31 December 2024
1,179
-
175
6,068
7,422
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DIGITALBOX PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
James Carter
Richard Spilsbury
CEO
CFO
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
31 December
31 December
2024
2023
ASSETS
Note
£’000
£’000
Non-current assets
Property, plant and equipment
13
22
46
Intangible fixed assets
14
4,372
4,594
Deferred tax asset
19
506
547
Total non-current assets
4,900
5,187
Current assets
Trade and other receivables
15
1,102
946
Cash and cash equivalents
16
2,109
1,913
Total current assets
3,211
2,859
Total assets
8,111
8,046
LIABILITIES
Current liabilities
Trade and other payables
17
(595)
(409)
Bank loans and overdrafts
17
(94)
(149)
Total current liabilities
(689)
(558)
Non-current liabilities
Bank loans
17
-
(94)
Total liabilities
(689)
(652)
Total net assets
7,422
7,394
Capital and reserves attributable to owners of the parent
Share capital
21
1,179
1,179
Share premium
23
-
11,169
Share based payment reserve
23
175
188
Retained earnings/(deficit)
23
6,068
(5,142)
Total equity
7,422
7,394
The financial statements were approved by the Board and authorised for issue on 24 March 2025.
Year ended
Year ended
31 December
31 December
2024
2023
£’000
£’000
Cash flows from operating activities
Loss from ordinary activities
(66)
(6,677)
Adjustments for:
Income tax
41
(58)
Share based payment charge
94
96
Depreciation on property plant and equipment
28
14
Amortisation of intangible assets
387
265
Impairment on goodwill and intangible assets
-
6,384
Finance costs
4
6
Finance income
(57)
(44)
Cash flows from/(used in) operating activities
431
(14)
before changes in working capital
(Increase)/decrease in trade and other receivables
(236)
86
Increase in trade and other payables
367
121
Cash generated by operations
562
193
Income tax refunded/(paid)
80
(13)
Net cash from operating activities
642
180
Investing activities
Purchase of property, plant and equipment
(3)
(8)
Purchase of intangibles
(166)
(1,049)
Payment of deferred consideration
(181)
-
Interest received
57
44
Net cash used in investing activities
(293)
(1,013)
Financing activities
Finance costs
(4)
(44)
Bank overdraft
(38)
38
Loan repayments
(111)
(75)
Net cash used in financing activities
(153)
(81)
Net increase/(decrease) in cash and cash equivalents
196
(914)
Cash and cash equivalents at beginning of the period
1,913
2,827
Cash and cash equivalents at end of the period
2,109
1,913
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DIGITALBOX PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. GENERAL INFORMATION
Digitalbox Plc is a public limited company incorporated and domiciled in the United Kingdom. The address of
the registered office is Jubilee House, 92 Lincoln Road, Peterborough, England, PE1 2SN. The Company is listed
on AIM of the London Stock Exchange.
The principal activity of the Group and of the Company are disclosed in the Directors’ Report.
These financial statements are presented in pounds sterling because that is the currency of the primary
economic environment in which the Group operates.
2. STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE
CURRENT FINANCIAL YEAR ENDED 31 DECEMBER 2024
The following IFRS standards, amendments or interpretations became effective during the year ended 31
December 2024 but have not had a material effect on this Consolidated Financial Information:
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
All new standards and amendments to standards and interpretations effective for annual periods beginning
on or after 1 January 2024 that are applicable to the Group have been applied in preparing these Consolidated
Financial Statements.
3. NEW AND REVISED IFRS STANDARDS IN ISSUE
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
Consolidated Financial Statements are disclosed below. The Group intends to adopt these standards, if
applicable, when they become effective.
Standard
Effective date
Amendments to IAS 21: Lack of Exchangeability
1 January 2025
IFRS 18: Presentation and Disclosure in Financial Statements
1 January 2027
The Directors are continuing to assess the potential impact that the adoption of the standards listed above will
have on the Consolidated Financial Statements for the year ended 31 December 2025.
4. ACCOUNTING POLICIES
Principal accounting policies
The Group is a public Group incorporated and domiciled in the United Kingdom. The principal accounting
policies applied in the preparation of these consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations (collectively IFRS) issued by the International
Reconciliation of net cash flow to movement in net funds:
Year ended
Year ended
31 December
31 December
2024
2023
£000
£000
Net (decrease)/ increase in cash and cash equivalents
196
(914)
Repayment of loans and overdrafts
149
75
Movement in net funds in the year
345
(839)
Net funds at 1 January
1,670
2,509
Net funds at 31 December
2,015
1,670
Breakdown of net funds
Cash and cash equivalents
2,109
1,913
Bank loans
(94)
(243)
Net funds at 31 December
2,015
1,670
Notes on the following pages form part of the Group financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
4. ACCOUNTING POLICIES… cont
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 £66k (2023: loss of £6,677k), the Group had closing net assets of
£7,422k (2023: £7,394k), net current assets of £2,544k (2023: £ 2,301k) and cash at bank and in hand of £2,109k
(2023: £1,913k). The Group generated net cash from operating activities of £461k during the year (2023: £180k).
The Group has remained cash generative during the last year and prior year and also taking into account
future prospects and current cash balances (that are held to support the Group’s acquisitive strategy), at the
time of approving the financial statements, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future.
In considering going concern, the Directors consider the current financial position and performance of
the business, as well as reviewing financial information for a period of at least 12 months from the date of
approval of the financial statements, including plausible downside scenarios. Given the strong and liquid
balance sheet position, the proven ability of the Group to generate operating cash in a challenging market,
increasing profitability and successful bolt on acquisitions in the current and prior periods, the Directors have
a reasonable expectation that the Group has adequate resources to continue in operational existence for
the foreseeable future. The going concern basis of accounting has therefore been adopted in preparing the
financial statements.
Business combinations and goodwill
Acquisitions of subsidiaries and business are accounted for using the acquisition method. On acquisition of a
subsidiary, the Directors determine whether substantially all of the fair value is concentrated into a single asset
or Group of assets. When applicable, the Directors elect to apply the optional concentration test and recognise
the acquisition as an asset acquisition, rather than a business combination. The assets and liabilities and
contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess
of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising
on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is
recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs
are recognised in the income statement as incurred.
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 Pounds
Sterling, which is the functional currency of the Group, and the presentational currency for the consolidated
financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the
individual company’s functional currency (foreign currencies) are recorded at rates of exchange prevailing on
the dates of the transactions. At the reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried
at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign
currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on
the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except
for differences arising on the retranslation of non-monetary items in respect of which gains and losses are
recognised directly in equity. For such non-monetary items, any exchange component of the gain or loss is
also recognised directly in equity.
Intangible assets
Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference
between the fair value of the consideration payable and the fair value of the net assets that have been
acquired. The residual element of goodwill is not being amortised but is subject to an annual impairment
review.
Also included within intangible assets are various assets separately identified in business combinations (such
as brand value) to which the Directors have ascribed a fair value and a useful economic life. The ascribed value
of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life,
which is considered to be between 5 and 7 years.
Other intangible assets purchased by the Group, including technical development costs are initially
recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any
accumulated amortisation and any accumulated impairment losses.
Amortisation is recognised so as to write off the cost less their residual values over their useful lives, which
is considered to be 3 years straight line for development costs and between 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.
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4. ACCOUNTING POLICIES… cont
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 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 after initial recognition
measured at amortised cost.
Derivative financial instruments
Derivatives are recorded at fair value, as either assets (positive fair value) or liabilities (negative fair value)
through the P&L. Only transactions with the same counterparty with a legal right of set off are netted off. Fair
values are based on bid prices (assets) or offer prices (liabilities). Gains and losses are included in the P&L with
reference to the fair value of the investment at the balance sheet date.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deduction of all its liabilities. Equity instruments issued by the Group are recorded at the proceeds received
net of direct issue costs.
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to
the statement of comprehensive income on a straight-line basis over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number of options expected to vest
at each statement of financial position date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest. Market vesting conditions are factored
into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a
market vesting condition.
Fair value is calculated using the Black-Scholes model, details of which are given in note 22. At each balance
sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the
impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment
to equity for equity-settled awards and liabilities for cash-settled awards. At each balance sheet date, the
Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the
revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity for
equity-settled awards and liabilities for cash-settled awards.
Pensions
The pension schemes operated by the Group are defined contribution schemes. The pension cost charge
represents the contributions payable by the Group.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated depreciation and provision for
impairment. Depreciation is provided on all property, plant and equipment, at rates calculated to write off
the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The
residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset
were already of the age and in the condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Office equipment
25% reducing balance
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of
goodwill is estimated based on 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, an impairment
test is carried out on the asset’s cash-generating unit. The carrying value of property, plant and equipment
is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the
statement of comprehensive income. Impairment charges are included under administrative expenses within
the consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits at prevailing rates.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
balance sheet differs from its tax base, except for differences arising on:
the initial recognition of goodwill; and
the initial recognition of an asset or liability in a transaction which is not a business combination and at
the time of the transaction affects neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit
will be available against which the asset can be utilised. The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax
assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority
on either:
the same taxable Group Company; or
different Group entities which intend either to settle current tax assets and liabilities on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Executive Directors, who are responsible for allocating resources and assessing performance of the operating
segments.
A business segment is a Group of assets and operations, engaged in providing products or services that are
subject to risks and returns that are different from those of other operating segments.
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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4. ACCOUNTING POLICIES… cont
Segmental reporting (continued)
A geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments operating in
other economic environments. The Executive Directors assess the performance of the operating segments
based on the measures of revenue, profit before taxation and profit after taxation. Central overheads are not
allocated to business segments.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group’s accounting policies, which are described in note 4, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on experience
and other factors considered to be relevant. Actual results may differ from these estimates.
The 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 sufficient at 31 December 2024.
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 5 - 7 years.
Deferred tax
There were unused tax losses at 31 December 2024 amounting to £2,831k (2023: £3,610k). In the majority, these
were restricted for use for until September 2025 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.
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 that can be assessed with reasonable accuracy and this has had an immaterial effect on the expected
credit loss rate.
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
6. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure is as follows:
2024
Entertainment
Mashed
The
The
TV
Head
Total
Daily
Productions
Tab
Poke
Guide
Office
2024
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Revenue
1,526
169
1,169
358
423
-
3,645
Cost of sales
(271)
(83)
(102)
(64)
(31)
-
(551)
Administrative expenses
(430)
(135)
(431)
(115)
(160)
(1,199)
(2,470)
Adjusted EBITDA*
825
(49)
636
179
232
(1,199)
624
Amortisation, depreciation,
and impairment
-
-
-
-
-
(415)
(415)
Costs in relation to one-off projects
-
-
-
-
-
(114)
(114)
Share based payments
-
-
-
-
-
(94)
(94)
New product development
-
-
-
-
-
(79)
(79)
Finance income
-
-
-
-
-
57
57
Finance costs
-
-
-
-
-
(4)
(4)
Tax
-
-
-
-
-
(41)
(41)
(Loss) / profit for the year
825
(49)
636
179
232
(1,889)
(66)
2023
Entertainment
Mashed
The
The
TV
Head
Total
Daily
Productions
Tab
Poke
Guide
office
2023
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Revenue
1,440
117
921
219
93
-
2,790
Cost of sales
(305)
(147)
(110)
(40)
(4)
-
(606)
Administrative expenses
(484)
(122)
(444)
(87)
(9)
(1,018)
(2,164)
Adjusted EBITDA*
651
(152)
367
92
80
(1,018)
20
Amortisation, depreciation,
and impairment
-
-
-
-
-
(6,663)
(6,663)
Acquisition costs
-
-
-
-
-
(34)
(34)
Share based payments
-
-
-
-
-
(96)
(96)
Finance income
-
-
-
-
-
44
44
Finance costs
-
-
-
-
-
(6)
(6)
Tax
-
-
-
-
-
58
58
(Loss)/profit for the year
651
(152)
367
92
80
(7,715)
(6,677)
* Adjusted EBITDA is defined as Operating loss after adding back depreciation, amortisation, impairment of goodwill and intangible
assets, share-based payments, acquisition costs, costs related to one-off projects and new product development. There was no new
product development cost in 2023.
The segmental analysis above reflects the parameters applied by the Board when considering the Group’s monthly
management accounts.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
31 December
31 December
31 December
31 December
31 December
31 December
2024
2023
2024
2023
2024
2023
£’000
£’000
£’000
£’000
£’000
£’000
United Kingdom
1,359
477
7,529
7,511
3
8
Europe
999
1,249
260
307
-
-
Rest of World
1,287
1,064
322
228
-
-
3,645
2,790
8,111
8,046
3
8
External revenue by location
of customer
Net tangible capital
expenditure by location
Total assets by location
6. SEGMENTAL INFORMATION (continued)
8. LOSS FROM OPERATIONS
2024
2023
£’000
£’000
This is arrived at after charging:
Continuing operations
Staff costs (see note 9)
2,020
1,620
Depreciation of property, plant & equipment
28
14
Amortisation of intangible fixed assets
387
265
Loss on derivative instruments at fair value
14
-
Impairment on goodwill and intangible assets
-
6,384
Auditors’ remuneration in respect of the Company
5
20
Audit of the Group and subsidiary undertakings
57
42
Review of interim financial information
-
5
62
67
7. REVENUE
2024
2023
Revenue by stream is split:
£’000
£’000
Advertising space
3,645
2,790
3,645
2,790
Revenue by location is split:
United Kingdom
1,359
477
Europe
999
1,249
Rest of world
1,287
1,064
3,645
2,790
The Group had three (2023: two) customers whose revenue individually represented 10% or more of the Group’s total
revenue, being 11.8%, 11.7% and 10% respectively (2023: 17.2% and 14.2% respectively).
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 20244
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9. STAFF COSTS
2024
2023
£’000
£’000
Staff costs for all employees, including Directors, consist of:
Wages and salaries
1,739
1,357
Social security costs
166
149
Pensions
21
18
1,926
1,524
Share based payment charge
94
96
2,020
1,620
2024
2023
The average number of employees of the
Number
Number
Group during the year was as follows:
Directors
5
5
Management and administration
7
5
Content
21
22
33
32
Directors’ Detailed Emoluments
Details of individual Directors’ emoluments for the year are as follows:
Salary
Bonus
Pension
Total
Total
2024
2024
2024
2024
2023
£’000
£’000
£’000
£’000
£’000
J Carter
166
80
1
247
155
J Douglas
166
80
1
247
155
M Higginson (resigned 30 April 2023)
-
-
-
-
8
D Joseph (resigned 31 December 2024)
54
34
-
88
50
P Machray
28
-
-
28
26
M Rich
40
-
-
40
37
C Blunt (Appointed 22 October 2024)
6
-
-
6
-
G Bryce (Appointed 1 November 2024)
4
-
-
4
-
R Spilsbury (Appointed 31 December 2024)
-
-
-
-
-
Total
464
194
2
660
431
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:
Director
James Carter
10,908,078
9.3%
10,908,078
9.3%
Jim Douglas
10,908,078
9.3%
10,908,078
9.3%
David Joseph*
1,150,000
1.0%
1,150,000
1.0%
*David Joseph acquired shares through Integral 2 Limited, a company controlled by him.
There is a share-based payment charge attributable to options held by the Directors during the year amounting
to £61k (2023: £46k). No options held by Directors lapsed in the year.
Effective options in Digitalbox plc exist due to two directors having warrants in its subsidiary Company, Digital
Publishing (Holdings) Limited, which, when exercised, are satisfied by issuing shares in Digitalbox plc.
Shares of £0.01
31/12/2024
Shares of £0.01
31/12/2023
These are set out in the table below,
‘Effective Option’ Holder
Number of Shares
James Carter
681,958
Jim Douglas
681,958
1,363,916
The warrants had vested prior to admission onto AIM on 28 February 2019 and carry an effective
exercise price of 2.28 pence per share issued in Digitalbox plc.
A full breakdown of options in issue are shown at page 29. Further information on share options is
included in note 22.
The market price of the shares at 31 December 2024 was 5.25p with a quoted range from throughout
2024 of 3.35p to 5.25p. The options vest based on performance criteria detailed in note 22.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11. TAXATION ON PROFIT/LOSS FROM ORDINARY ACTIVITIES
2024
2023
£’000
£’000
Current tax
UK corporation tax on profits for the current period
-
-
Adjustment in respect of prior periods
-
(127)
Deferred tax
Origination and reversal of temporary differences
41
97
Adjustment in respect of prior periods
-
(28)
Total tax charge/(credit)
41
(58)
The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to profit/(loss).
2024
2023
£’000
£’000
Total loss on ordinary activities before tax
(25)
(6,734)
Loss on ordinary activities at the standard
rate of corporation tax in the UK of 25% (2023: 23.52%)
(6)
(1,584)
Effects of:
Expenses not deductible for tax purposes
47
40
Impairment on goodwill
-
1,491
Adjustments to prior periods
-
(155)
Fixed asset differences
13
-
Deferred tax asset not previously recognised
(13)
42
Effect of changes in tax rates on deferred tax
-
3
Losses carried back
-
105
Tax charge/(credit) for the year
41
(58)
There were unused tax losses at 31 December 2024 amounting to £2,661k (2023: £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.
10. FINANCE COSTS
2024
2023
£’000
£’000
Interest on bank loans
4
6
12. EARNINGS PER SHARE
2024
2023
£’000
£’000
The earnings per share is based on the following:
Continuing loss post tax attributable to shareholders
(66)
(6,677)
No
No
Basic weighted average number of shares
117,923,393
117,923,393
Fully diluted weighted average number of shares
118,491,107
118,809,024
Basic loss per share (pence)
(00.056)
(005.662)
Diluted loss per share (pence)
(00.056)
(005.620)
The loss 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 IAS 33 the potential ordinary shares which
could arise from exercised share options are disregarded in the calculation of diluted EPS.
13. TANGIBLE FIXED ASSETS
Office
Total
equipment
£’000
£’000
Cost
Balance at 1 January 2023
58
58
Additions
8
8
Balance at 1 January 2024
66
66
Additions
3
3
Balance at 31 December 2024
69
69
Accumulated depreciation
Balance at 1 January 2023
5
5
Depreciation charge
14
14
Balance at 1 January 2024
19
19
Depreciation charge
28
28
Balance at 31 December 2024
47
47
Net Book Value
At 31 December 2024
22
22
At 31 December 2023
46
46
All tangible fixed assets held in the current and prior year were owned assets.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14. INTANGIBLE FIXED ASSETS
Goodwill
Other
Development
Total
GROUP
Arising on
Intangible
costs
Consolidation
Assets
£’000
£’000
£’000
£’000
Cost
Balance at 1 January 2023
9,610
1,696
292
11,598
Additions
-
937
112
1,049
Balance at 1 January 2024
9,610
2,633
404
12,647
Additions
-
52
114
166
Balance at 31 December 2024
9,610
2,685
518
12,813
Accumulated amortisation
Balance at 1 January 2023
321
1,011
72
1,404
Amortisation
-
178
87
265
Impairment
6,341
-
43
6,384
Balance at 1 January 2024
6,662
1,189
202
8,053
Amortisation
-
279
108
387
Balance at 31 December 2024
6,662
1,468
310
8,440
Net Book Value
At 31 December 2024
2,948
1,217
207
4,372
At 31 December 2023
2,948
1,444
202
4,594
During the year, the Group acquired the brands and trademarks of the Walford News and GRV, which have a
carrying value of £52k and have been included in the tvguide.co.uk and Entertainment Daily CGUs respectively.
There were no development costs capitalised in respect of these brands. The assets will be amortised over their
useful economic life of 7 years.
During the year, the Group capitalised development costs of £114k . The projects were for tvguide.co.uk platform
and new launches, in which £52k and £43k were capitalised respectively. The assets will be amortised over their
useful economic life of 3 years.
Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.
GOODWILL AND IMPAIRMENT
The carrying value of goodwill in respect of each cash generating unit is as follows:
31 December
31 December
2024
2023
£’000
£’000
Digitalbox Publishing (Holdings) Limited
2,830
2,830
Tab Media Limited
118
118
2,948
2,948
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. The recoverable
value has been assessed based on the expected economic value of a base case and a downside case after
applying 50% probability for each. In preparing this projection, a discount rate of 10% (2023: 20%) has been used
based on the weighted average cost of capital and a future growth rate of 5% 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.
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. The recoverable value has been assessed based on the expected
economic value of a base case and a downside case after applying 50% probability for each. In preparing this
projection, a discount rate of 10% (2023: 20%) has been used based on the weighted average cost of capital and
a future growth rate of 5% 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.
15. TRADE AND OTHER RECEIVABLES
31 December
31 December
2024
2023
£’000
£’000
Trade receivables
999
757
Prepayments and accrued income
62
84
Corporation tax
-
80
Other receivables
41
25
1,102
946
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16. CASH AND CASH EQUIVALENTS
31 December
31 December
2024
2023
£’000
£’000
Cash at bank and in hand
2,109
1,913
17. LIABILITIES
31 December
31 December
2024
2023
£’000
£’000
Current liabilities
Trade payables
175
78
Social security and other taxes
102
81
Accruals
304
69
Other payables*
14
181
595
409
Bank loans and overdrafts
94
149
Corporation tax payable
-
-
689
558
Non-current liabilities
Bank loans
-
94
-
94
During the prior 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. The amount owed was
paid in full during the year.
18. LOANS AND OVERDRAFTS
31 December
31 December
2024
2023
£’000
£’000
Bank overdrafts
Due in less than one year
-
37
Bank loans
Due in less than one year
94
112
Due in between one and two years
-
94
Due in between two and five years
-
-
94
243
19. DEFERRED TAX
Total
£’000
Balance at 1 January 2024
(547)
Deferred tax charge for the year
41
Balance at 31 December 2024
(506)
The deferred tax provision comprises:
31 December
31 December
2024
2023
£’000
£’000
Intangible asset timing differences
191
257
Tax losses
(697)
(804)
(506)
(547)
The expected net credit of deferred tax in 2024 is £67k.
20. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are
within the current assets and current liabilities shown on the face of the statement of financial position and
comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables. The Group maintains its cash reserves at
a reputable bank. It is Group policy to assess the credit risk of each new customer before entering into binding
contracts.
The maximum exposure to credit risk is represented by the carrying value in the statement of financial position.
The credit risk on liquid funds is low as the funds are held at a bank with a high credit rating assigned by
international credit agencies.
31 December
31 December
2024
2023
£’000
£’000
Current financial assets
Trade receivables
999
757
Other receivables
103
189
Cash and cash equivalents
2,109
1,913
3,211
2,859
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 2024 was £94k (2023: £206k).
The table below illustrates the due date of trade receivables:
31 December
31 December
2024
2023
£’000
£’000
Current
375
330
31 – 60 days
333
250
61 – 90 days
139
155
91 – 120 days
89
10
121 and over
63
12
999
757
The table below illustrates the geographical location of trade receivables:
31 December
31 December
2024
2023
£’000
£’000
United Kingdom
416
226
Europe
260
307
Rest of world
323
224
999
757
The directors have considered expected credit losses under IFRS 9 and have adopted the simplified approach to
their evaluation as the Group has limited exposure to them. The Directors have provided for expected credit losses
on a specific basis and this has led to the Group carrying a specific provision against trade debtors of £nil (2023:
£4k). The Group experienced no bad debt write offs in 2024.
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
31 December
2024
2023
£’000
£’000
At the year end the Group had the following cash balances:
2,109
1,913
Cash at bank comprises Sterling and US Dollar cash deposits.
All monetary assets and liabilities within the Group are denominated in the functional currency of the operating
unit in which they are held. All amounts stated at carrying value equate to fair value.
31 December
31 December
2024
2023
£’000
£’000
Financial liabilities at amortised cost
Trade payables
175
78
Accruals
304
69
Bank loans and overdrafts
94
244
Other payables
14
180
587
571
The table below illustrates the maturities of trade payables:
31 December
31 December
2024
2023
£’000
£’000
Current
113
62
31 – 60 days
47
1
61 – 90 days
1
-
121 and over
14
15
175
78
The table below shows the maturities of financial liabilities:
2024
Carrying amount
6 months or less
6-12 months
1 or more year
£’000
£’000
£’000
£’000
Trade payables
175
175
-
-
Accruals
304
304
-
-
Loans
94
56
38
-
Other payables
14
14
-
-
587
549
38
-
2023
Carrying amount
6 months or less
6-12 months
1 or more year
£’000
£’000
£’000
£’000
Trade payables
78
78
-
-
Accruals
69
69
-
-
Loans
244
94
56
94
Other payables
180
180
-
-
571
421
56
94
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
20. FINANCIAL RISK MANAGEMENT (continued)
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
20. FINANCIAL RISK MANAGEMENT (continued)
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 in 2024 amounted to $1.8m (2023: $1.2m) with a trade debtor balance at the
year-end of $444k (2023: $228k). During the year ended 31st December 2024 the Group managed foreign current
risk through management of foreign currency positions, including the use of forward currency contracts. At 31
December 2024 the Group held forward currency contracts for USD $800k, which are revalued based on current
market prices leading to a £14k charge being recognised in the profit and loss account (2023: £nil).
21. SHARE CAPITAL
No.
Value £’000
No.
Value £’000
31 December
31 December
31 December
31 December
2024
2024
2023
2023
Called up share capital
Allotted, called up and fully paid
Ordinary shares of £0.01 each
117,923,393
1,179
117,923,393
1,179
117,923,393
1,179
117,923,393
1,179
22. SHARE BASED PAYMENTS
During the year, the Group incurred a £94k share based payment charge (2023: £96k). Of this total, £61k (2023: £46k) was recorded
as an expense in Digitalbox plc and £33k (2023: £50k) was recorded as an expense in Digitalbox Publishing Limited.
2024
Weighted
2023
Weighted
No. of share
average
No. of share
average
options
exercise price
options
exercise price
Outstanding at beginning of year
7,049,429
6.68p
4,541,919
5.51p
Granted during the year
-
-
4,513,322
6.07p
Exercised during the year
-
-
-
-
Expired during the year
(1,002,906)
6.00p
(2,005,812)
5.20p
Outstanding at the end of the year
6,406,523
6.79p
7,049,429
6.68p
4,513,322 options are exercisable after 3 years (see page 29), or on an exit event.
169,285 options are exercisable immediately.
1,363,916 options relate 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
24/02/2021
06/04/2023
Model type
Black Scholes
Black Scholes
Vesting date
23/02/2024
05/04/2026
Number of options granted
1,002,906
4,513,322
Share price at date of grant
6.00p
7.88p
Exercise price
6.00p
7.88p
Option life in years
10
10
Risk-free rate
10%
5.25%
Expected volatility
65%
65%
Expected dividend yield
0%
0%
Fair value of options
5.20p
6.07p
23. RESERVES
Full details of movements in reserves are set out in the consolidated statement of changes in equity. The following describes
the nature and purpose of each reserve within owners’ equity:
Share premium: Amount subscribed for share capital in excess of nominal value. During the year a special resolution was
passed at the general meeting held on 15 November 2024, stating that the share premium account was to be cancelled in its
entirety, subject to approval by the High Court of Justice. On the 17 December 2024 the High Court of Justice approved this
resolution. As a result there has been a transfer of the share premium account in its entirety to retained earnings in the year.
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.
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DIGITALBOX PLC
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2024
24. CAPITAL COMMITMENTS
At 31 December 2024 and at 31 December 2023 there were no capital commitments.
25. RELATED PARTY TRANSACTIONS
During the year, Integral2 Limited billed £68k (2023: £73k) to the Group, a company related
by virtue of David Joseph, a member of key management personnel until he resigned on 31st
December 2024, having control over the entity. As at 31 December 2024, £8k (2023: £7k) was
owed to Integral2 Limited. During the year and prior to being appointed a member of key
management personnel, £21k was paid to a Link Stone Advisory Limited, a company related
by virtue of Richard Spilsbury having control over the entity and at 31 December 2024 £10k
was owed to Link Stone Advisory Limited.
The key management personnel are considered to be the Board of Directors. Their
remuneration is disclosed in detail in note 9. Key management were remunerated £662k in
the year ended 31 December 2024 (2023: £431k).
The key management personnel have been provided with a total of 1,363,916 effective share
options resulting in a charge of £61k in the period (2023: £46k).
26. POST BALANCE SHEET EVENT
On 14th March 2024 the Group exchanged contracts (the “Exchange”) to acquire the digital
assets of The Life Network from Media Chain Group Limited for a total consideration of
£200,000 (the “Consideration”, together the “Acquisition”). Completion of the Acquisition is
conditional upon the satisfactory testing, by the Group, through a licence agreement which
is in operation until mid-June 2025. The total Consideration for the Acquisition to be paid is
£200,000, with £20,000 payable immediately on Exchange as a non-refundable deposit to
trigger the license, and a further £180,000 conditionally payable on completion - which is
anticipated to be within three months from the date of Exchange.
COMPANY STATEMENT OF FINANCIAL POSITION
At 31 December
At 31 December
2024
2023
£’000
£’000
Fixed assets
Investments
III
6,226
6,226
Deferred tax asset
IV
33
17
6,259
6,243
Trade and other receivables
V
1,086
1,213
Cash and cash equivalents
VI
13
-
1,099
1,213
Current liabilities
Bank overdrafts and loans
VII
-
(38)
Trade and other payables
VII
(113)
(31)
Total current liabilities
(113)
(69)
Total liabilities
(113)
(69)
Net current assets
986
1,144
Total assets less total liabilities
7,245
7,387
Capital and reserves
Called up share capital
VIII
1,179
1,179
Share premium account
IX
-
11,169
Share-based payment reserve
IX
122
138
Retained earnings/(deficit)
IX
5,944
(5,099)
Shareholders’ funds
7,245
7,387
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 loss for the year included a loss on ordinary activities after tax of £203k
(2023: £5,082k) in respect of the Company.
The financial statements were approved by the Board and authorised for issue on 24 March 2025.
Company registration number: 04606754
James Carter
CEO
Richard Spilsbury
CFO
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DIGITALBOX PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COMPANY STATEMENT OF CHANGES IN EQUITY
Share
Share
Share-based
Retained
Capital
Premium
payment
defecit
Total
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
1,179
11,169
196
(121)
12,423
Loss after tax
-
-
-
(5,082)
(5,082)
Share-based payments
-
-
46
-
46
Reserves transfer in respect of lapsed options
-
-
(104)
104
-
Balance at 31 December 2023
1,179
11,169
138
(5,099)
7,387
Loss after tax
-
-
-
(203)
(203)
Share-based payments
-
-
61
-
61
Reserves transfer in respect of lapsed options
-
-
(77)
77
-
Share capital reduction
-
(11,169)
-
11,169
-
Balance at 31 December 2024
1,179
-
122
5,944
7,245
Notes on the following pages form part of the Company financial statements.
NOTES FORMING 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 (2023: 5) and total staff costs were
£524k (2023: £477k). 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 2024
DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
III. FIXED ASSET INVESTMENTS
31 December 2024
£’000
Subsidiary undertakings
Cost
Balance at 31 December 2023 and 31 December 2024
11,209
Provisions
Balance at 1 January 2024
(4,983)
Balance at 31 December 2024
(4,983)
Carrying value of investments at 31
December 2023 and 31 December 2024
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
Jubilee House, 92 Lincoln Road,
Peterborough, PE1 2SN
Digitalbox Publishing (Holdings) Limited
Ordinary
100% Direct
Jubilee House, 92 Lincoln Road,
Peterborough, PE1 2SN
Subsidiary name
Principal activity
Digitalbox Publishing Limited
Sale of digital advertising space
Digitalbox Publishing (Holdings) Limited
Holding company
V. RECEIVABLES: due within one year
31 December
31 December
2024
2023
£’000
£’000
Amounts owed by Group undertakings
1,064
1,177
Prepayments and accrued income
22
36
1,086
1,213
VI. CASH AND CASH EQUIVALENTS
31 December
31 December
2024
2023
£’000
£’000
Cash at bank and in hand
13
-
VII. PAYABLES: amounts falling due within one year
31 December
31 December
2024
2023
£’000
£’000
Bank overdrafts and loans
-
38
Trade payables
85
8
Accruals
11
3
Other tax and social security
17
20
113
69
IV. DEFERRED TAX
Total
£’000
Balance at 1 January 2024
(17)
Deferred tax credit for the year
(16)
Balance at 31 December 2024
(33)
The deferred tax provision rates to tax losses.
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Directors
Marcus Rich
James Carter
Jim Douglas
David Joseph
(resigned 31 December 2024)
Philip Machray
Claire Blunt
(appointed 22 October 2024)
Graham Bryce
(appointed 1 November 2024)
Richard Spilsbury
(appointed 31 December 2024)
Company Secretary
Richard Spilsbury
Registered Office
Jubilee House
92 Lincoln Road
Peterborough
PE1 2SN
Company Number
04606754
Registrars
Link Group
6th Floor
65 Gresham Street
London
EC2V 7NQ
Nominated Adviser and Broker
Panmure Gordon
One New Change
London
EC4M 9AF
Joint Broker
Alvarium Capital Partners
10 Old Burlington Street
London
W1S 3AG
Independent Auditors
Haysmac LLP
10 Queen Street Place
London
EC4R 1AG
Solicitors
FREETHS LLP
Floor 3
100 Wellington Street
Leeds
LS1 4LT
Country of Incorporation of Parent Company
England and Wales
Legal Form
Public Limited Company
DIGITALBOX PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIGITALBOX PLC
DIRECTORS, SECRETARY AND ADVISERS
FOR THE YEAR ENDED 31 DECEMBER 2024
VIII. SHARE CAPITAL
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:
Share premium: Amount subscribed for share capital in excess of nominal value. During
the year a special resolution was passed at the general meeting held on 15 November
2024, stating that the share premium account was to be cancelled in its entirety, subject to
approval by the High Court of Justice. On the 17 December 2024 the High Court of Justice
approved this resolution. As a result there has been a transfer of the share premium account
in its entirety to Retained earnings in the year.
Retained earnings/(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
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 £466k in
the year ended 31 December 2024 (2023: £431k).
The key management personnel have been provided with a total of 1,363,916 effective share
options resulting in a charge of £61k in the period (2023: £46k).
Digitalbox plc
Jubilee House
92 Lincoln Road
Peterborough
PE1 2SN
United Kingdom
Co Reg No. 04606754
+44 (0)1225 430 091
digitalbox.com
© 2025