Final Results and Notice of AGM

17 December 2025

For immediate release

Gfinity PLC

("Gfinity" or the "Company")

Audited Results for the year ended 30 June 2025

Notice of Annual General Meeting

The Board of Gfinity announces the audited annual results for the year ended 30 June 2025. The Annual Report and Accounts will shortly be sent to shareholders and will be available on the Company's website together with a copy of this announcement at www.gfinityplc.com

The Annual General Meeting of the Company will be held on 9 January 2026, at 11.30 a.m. at 154-160 Fleet Street, London EC4A 2DQ. The Company is also posting the formal notice of the meeting (the "Notice") to shareholders and a copy which will be available on the Company's website at www.gfinityplc.com

A copy of the Notice together with proxy voting instructions is being posted to all shareholders who are required to receive or have formally requested to receive these documents.

For further information please contact:

Enquiries:

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged for the release of this announcement on behalf of the Company was David Halley, Director.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Chairman's Report

I have pleasure in presenting our annual accounts for the financial year ended 30 June 2025.

It has been a difficult year for the Company in Digital Media, as the industry has changed considerably with the advent of Large Language Models ("LLMs") by companies such as OpenAI, X and Google. By focussing on cost reduction, budgetary restraint and a quality product, we have been able to navigate a very difficult period where many Digital Publishers closed down.

With the license agreement for Connected IQ and the creation of Yentra.AI, we now position ourselves as part of this changing ecosystem and stand to take advantage of this generational technology change.

With the ongoing market difficulties, the Company saw a reduction in revenue to £861k, a decrease of 55% YOY, with a Loss for the year of £783k. Within this loss, we were able to onboard Connected IQ and create a new 51% owned subsidiary in Yentra.AI, so that we enter the new financial year in a much stronger position.

The economics of the business has become much more flexible and thus lower risk, after we completed a full top-down review of the Company in 2023 and removed the majority of senior staff. Moving forward, Digital Media businesses need to adapt to a new ecosystem with multiple LLMs and less organic traffic from Google.

We have continued to streamline our operating cost base, with the Administration expenses costs for FY2025 of £664k, down a further 61% from the prior year.

Our customer base of hard-to-reach gamers is still one of the most coveted by brands and advertisers, and gaming is a sector continuing to grow year-on-year, with the addition of Connected TV, we stand at the nexus of 2 major markets.

In summary, I would like to say thank you to the Gfinity team, who have supported us through a challenging year of transition. The team are dedicated writers and developers, and have a clear passion for gaming. I would also like to thank all our clients and partners that choose to work with Gfinity together with our shareholders. Their continued support is never taken for granted and we can now look forward to growing together.

Neville Upton

Chairman

16 December 2025

Chief Executive Officer's Report

2025 has been a period of great change at Gfinity, whilst still maximising revenue from our legacy digital media business. With the completion of the license agreement with 0M Technology Solutions Ltd and the formation of Yentra.AI Limited, we are building solutions for our customers, which are market leading and highly scalable.

The transition period from taking over the Company management in 2023 has been really beneficial for Gfinity, as we were able to change the team to a new and more dynamic version. This has made the adoption of new technologies and moving from old strategies far easier.

For our legacy digital media business, visitor numbers have been lower, however our strict budgetary controls have meant that our sites continue to operate effectively. The whole industry has felt the tailwinds of AI insights and algorithm changes from Google, coupled with competition from Youtube, X and OpenAI.

For the year, Gfinity Digital Media recorded 77,380,248 sessions across all websites, versus 158,619,404 which was recorded in the prior year. This represented a 51% drop and was in line with other sites on the web.

The focus has been consistent, smart investment in team and more products on our sites. As such our operating costs for the Digital Media group are now exceptionally low, as we embrace a flexible low-cost freelance model and have cut out a huge layer of technology which is no longer required now that companies such as Google provide the services for free. It really is a testament to the team and our early reaction to industry changes, that we continue to provide excellent content and products, whilst maintaining a smaller more focussed team in our digital media company.

When I came into the Company, it was with a view to embrace the new secular trend in Artificial Intelligence ("AI"), and through the continued development of Connected IQ and early work on Yentra.AI, we plan to make significant commercial gains in the following year. The AI models behind the Connected IQ are market leading, and I believe that this is a huge opportunity to move into the growth market of connected TV and online video.

We have now built a stronger foundation for future growth and will work opportunistically through the next year to find additive transactions to grow the network and company.

Financial Highlights:

GDM witnessed significant headwinds with reduced organic traffic from Google, competition from LLMs and AI insights, coupled with a new generation more focused on video offerings. This required a new approach to running the business, whereby we have increased revenue from social media, started development of our Youtube and Twitch channels, coupled with focus on monetisation in Facebook and X.

· Continued our cost reduction programme

· Increased our freelance focused model for content creation

· Improved site structure and completed the migration of all sites to a cheaper operating system

Growth

Having stabilised the business with a lower cost base and stronger operating foundations, we are now embarking on a growth plan. In February 2025, we signed a license agreement with (and an option to buy the issued share capital of) 0M Technology Solutions Limited, for their market leading AI advertising business for Connected TV. In 2026, we expect this business to significantly add to the Company's revenue.

Our Digital Media business also continues to operate effectively and is taking advantage of its standing in social media platforms to create further monetization opportunities.

We have;

· a small young team who understands the future of digital communications and media

· a technology platform that allows us to scale the content suite

· an ad tech capability to increase our revenues

· a sales team to exploit the need for brands to reach the difficult to reach Gen Z community

Our dedicated team

The progress we are making across the business is a direct consequence of the passion and spirit shown by the team. Our team members are stepping up, innovating, selling ideas, building networks, impressing partners with the quality of their work, and making things happen in a challenging economic environment. Gfinity is benefiting from having leaders across the business driven by their desire to build something special.

Outlook

The strategic focus on Artificial Intelligence in addition to our legacy Digital Media business positions us for excellent growth potential. Our core technologies are highly competitive, and we expect to further develop them in the following year. It is crucial that we continue to manage our cost base zealously while being innovative and adopting to the new technological opportunities. The team will remain agile, flexible, and entrepreneurial, continually adopting to new opportunities and providing compelling engagement to the gaming community.

Conclusion

We move into 2026 with our businesses ready to grow significantly, and with the continued tailwind of the global AI market, we are in a very exciting place. I would like to thank the Gfinity team, our business partners and our clients for their continued hard work and support.

David Halley

Chief Executive Officer

16 December 2025

Group Statement of Profit or Loss

For the ended 30 June 2025

The notes form an integral part of these financial statements.

Group Statement of Comprehensive Income

Group Statement of Financial Position

As at June 2025

The notes form an integral part of these financial statements.

Registered number: 08232509

Signed on behalf of the board on 16 December 2025:

David Halley Neville Upton

Chief Executive Officer Non-Executive Chairman

Company Statement of Financial Position

As at 30 June 2025

The notes form an integral part of these financial statements. Registered number: 08232509

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Company is not presented as part of these financial statements. The parent Company's loss for the year amounted to £210,851 (2024: £392,242).

Signed on behalf of the board on 16 December 2025:

David Halley Neville Upton

Chief Executive Officer Non-Executive Chairman

Group Statement of Changes in Equity

As at 30 June 2025

"Share capital" represents the nominal value of issued share capital.

"Share premium" represents the proceeds on issue of shares in excess of nominal value, less directly attributable issue costs.

"Share option reserve" represents the fair value of share based payments that are in issue at the reporting date.

"Retained losses" represents the cumulative profits and losses of the business.

"NCI" represents the cumulative profit and losses attributable to minority shareholders of subsidiaries.

"Forex" represents the cumulative effect of retranslating the results of foreign operations into the presentation currency.

"Convertible loan - equity component" represents the equity component of a convertible loan.

Company Statement of Changes in Equity

As at 30 June 2025

Group Statement of Cash Flows

As at 30 June 2025

Company Statement of Cash Flows

As at 30 June 2025

Notes to the Financial Statements

1. GENERAL INFORMATION

Gfinity plc ("the Company") is a public company limited by shares incorporated in England and Wales under the Companies Act 2006, registered and domiciled in England and Wales and is AIM listed. The address of the registered office is given on page 1. The registered number of the company is 08232509.

The functional and presentational currency is £ sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 2. Principal activities are discussed in the Strategic report.

2. ACCOUNTING POLICIES

Basis of preparation

The Company has prepared the accounts on the basis of all applicable UK-adopted International Financial Reporting Standards (IFRS), including all International Accounting Standards (IAS), Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board (IASB), together with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The accounts have been prepared on the historical cost basis, unless otherwise stated below. The principal accounting policies, which have been consistently applied throughout the period presented, are set out below.

The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. Estimates and judgements are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

New and amended accounting standards effective during the year

The following amended standards and interpretations were newly effective during the year:

· IAS 1 Presentation of Financial Statements (Amendments to Classification of Liabilities as Current or Non-current)

· IAS 1 Presentation of Financial Statements (Amendment to Non-current liabilities with covenants) 

· IFRS 16 Leases (Amendment, Lease Liability in a Sale and Leaseback)

· Amendments to IAS 7 and IFRS 7 in respect of Supplier Finance Arrangements 

The adoption of the standards and interpretations has not led to any changes to the Group's accounting policies or had any other material impact on the financial position or performance of the Group.

New standards, interpretations and amendments issued but not yet effective

The following new accounting standards, amendments and interpretations to accounting standards have been issued but these are not mandatory for 30 June 2025 and they have not been adopted early by the Group:

· IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendments) - Lack of exchangeability (1 January 2025) 

· Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments) (1 January 2026) * 

· Annual Improvements to IFRS Volume 11 (Amendments to IFRS 1 First-Time Adoption of IFRS; IFRS 7 Financial Instruments Disclosures; IFRS 9 Financial Instruments; IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows) (1 January 2026) * 

· IFRS 18 Presentation and Disclosure in Financial Statements (1 January 2027) * 

· IFRS 19 Subsidiaries without Public Accountability: Disclosures (1 January 2027) * 

*Not yet endorsed by the UK Endorsement Board. 

The Board are currently assessing the impact of these new amendments on the Group's financial reporting for future periods. However, the board does not expect any of the above to have a material impact on future results except for IFRS 18 which is expected to result in changes in the presentation of certain primary financial statements.

Going Concern

As explained in the Chairman's Report and the Chief Executive Officer's Report, it has been a difficult year for the Group and Company as we continued to focus on growing our Digital Media and AI products.

At year end the Group held cash balances of £137,878 (2024: £23,156) and net current assets of £240,820 (2024: £53,610).

At the time of issuing these Financial Statements, the Group and Company have reduced their overhead base to support and develop its Digital Media and AI assets and the Directors firmly believe that the steps taken will lead to profitability in the short term. In support of this, no cash remuneration was paid to Directors in the year since all cash entitlements were waived.

The Directors have prepared a base case cashflow forecast through to 31 December 2026, which assumes certain growth targets are met.

The Directors believe that the growth targets are reasonable and attainable, and in view of this, the Directors are confident that the Group and Company have adequate resources to continue to operate for at least twelve months from the date of approval of these Financial Statements and have, therefore, continued to adopt the going concern basis in preparing the Directors' Report and Financial Statements.

However, the Directors recognise that achievement of the growth targets are subject to external factors outside of their control and so they have also prepared a severe but plausible cashflow projection to assess cashflows in such a scenario. Should the forecast growth of the Group and Company be not forthcoming or be slower than anticipated, the Group and Company will need to secure additional funding in the period to 31 December 2026.

The Group is exposed to any unexpected short term cash requirements or liquidity issues if trading revenues are lower than forecast. The Group notes a letter of support issued by a Director, which, although there is no expectation in the base case model for it to be called up, the Board considers it to be sufficient to address any plausible cash shortfall in the review period.

The Group and Company continues to enjoy the support of its major shareholders, and should further funding be necessary, the Directors believe that this support will continue. On this basis, the Directors consider that it is appropriate that the going concern basis is applied in the preparation of these Financial Statements.

However, whilst the Directors are confident of continuing to raise additional funds as needed to finance the business in accordance with its Digital Media and AI strategy, they nevertheless recognise that a material uncertainty exists which might cast significant doubt over the Group and Company's ability to continue to discharge its liabilities as they fall due in the normal course of the business and therefore its ability to continue to operate as a going concern. These financial statements do not include any adjustments that would result if the Group and the Company were unable to continue as a going concern.

Basis of consolidation

The Group accounts consolidate the results of the Company and all of its subsidiary undertakings drawn up to 30 June each year. Subsidiary undertakings are those entities over which the Group has the control, which is where the Group has power over the investee, is exposed to variable returns from its involvement with the investee and where the Group has the ability to use its power over the investee to affect the amount of returns. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the acquisition method.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess  of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

Where the Group assesses that it has significant influence over an investee, but not control, the investment is accounted for as an associate. Associates are not consolidated but are equity accounted, and the group records its share of the associate's loss to the extent the cost less impairment of the investment in greater than nil.

All intra group balances, transactions, income and expenses and profit and losses on transactions between the Company and its subsidiaries and between subsidiaries are eliminated.

Goodwill

Goodwill is initially recognised and measured as set out above.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units ('CGUs') expected to benefit from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Investment in subsidiaries

Investments in subsidiaries are held in the Company balance sheet at cost and reviewed annually for impairment. Where the Company acquires subsidiaries with contingent or deferred consideration, the initial estimate of the present value of future payments is included in the cost of the investment and any subsequent changes recorded through profit or loss.

Revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the normal course of the Group's activities. Revenue is shown net of value added tax.

To determine whether to recognise revenue, the Group follows a 5-step process:

1. Identifying the contract with a customer.

2. Identifying the performance obligations

3. Determining the transaction price.

4. Allocating the transaction price to the performance obligations.

5. Recognising revenue when/as performance obligation(s) are satisfied.

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue comprises:

· Partner programme delivery fees: Revenue recognised in line with the date at which work is performed.

· Advertising revenues: Fees are earned based on the number of sessions where ads are displayed on the Group's digital media website portfolio. Revenue is recognised on a Revenue per mille ("RPM") basis in the month in which the ads were displayed.

· Consultancy Fees: The Group incurs staff and other costs which are recharged to a third party. Revenue is recognised in line with the profile of resources dedicated to the programme across the assignment duration. Such revenue is recognised over time based on an estimate of total costs incurred.

Foreign currencies

Transactions in foreign currencies are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement for the year.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period. Exchange differences arising from the translation of the Group's foreign operations are recognised in other comprehensive income.

Taxation

The taxation expense represents the sum of the tax currently payable and deferred tax.

The charge for current tax is based on the results for the period as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computations of taxable profit and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or any discount on acquisition) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that the directors do not have a high degree of certainty that sufficient taxable profits will be available in the medium-term to allow all or part of the asset to be recovered.

Share based payments

The Company provides equity-settled share-based payments in the form of share options and warrants. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period, based on the Company's estimate of shares which will eventually vest and adjusted for the effect of non-market based vesting conditions. The Company uses an appropriate valuation model utilising a Black-Scholes model in order to arrive at a fair value at the date share options are granted.

In instances when shares are used as consideration for goods or services the shares are valued at the fair value of the goods or services provided. The expense to the company is recognised at the point the goods or services are received.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of tangible fixed assets to their residual values over their useful economic lives, as follows:

The residual values and useful economic lives of the assets are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other gains or losses in the income statement.

Intangible fixed assets

Intangible assets other than goodwill are recognised where the purchase or internal development of such assets are expected to directly contribute towards the company's ability to generate revenues.

Intangible fixed assets are stated at historical cost less accumulated amortisation and impairment, if any. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Where the cost is not clearly identifiable discounted cash flows are utilised to estimate either the cost to develop the resource or, where there are already profits attributable the asset, to estimate future cash inflows. Historical cost includes expenditure that is directly attributable to the acquisition or development of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably.

Amortisation is charged on a straight-line basis over the estimated useful economic life of the asset as follows:

Amortisation expense is included within administrative expenses in the profit or loss account.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less. These are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial liabilities and equity

Financial liabilities are obligations to pay cash or other financial instruments and are recognised when the company becomes a party to the contractual provisions of the instrument. Financial liabilities are classified according to the substance of the contractual arrangements entered into. All interest-related charges are recognised as an expense in the income statement.

Trade and other payables are not interest bearing and are recorded initially at fair value net of transactions costs and thereafter at amortised cost using the effective interest rate method.

An equity instrument is any contract that evidence a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Contingent consideration arising in a business combination is held at fair value at each reporting date. After the initial accounting for the business combination, any changes in the estimated or actual consideration payable are taken to profit or loss. Future expected payments are held at their present value where the effect of discounting is material. The unwinding of contingent consideration is recognised as a finance cost in profit or loss.

Convertible loan notes

Where the Group enters into a convertible loan note it considers if the instrument contains debt, equity, derivative components or a combination of these. Where the instrument is convertible at a fixed conversion price it passes the fixed for fixed criterion and so does not contain an embedded derivative. The Board consider the existence of any unavoidable obligation to pay cash. If there is no possible future obligation to deliver cash, the instrument is classified as equity. Where potential cash repayments are required, the future estimated cash flows are discounted to determine the liability component of the convertible loan note with the remainder recorded as equity. The equity component is not subsequently remeasured. The liability component is held at amortised cost and remeasured where the expected future cash flows are revised. Any gain or loss on remeasurement is recorded within profit or loss as finance income or expense.

Financial assets

Financial assets are recognised in the balance sheet when the Company becomes a party to the contractual provisions of the instrument and are recognised in the balance sheet at the lower of cost and net realisable value.

Provision is made for diminution in value where appropriate.

Income and expenditure arising on financial instruments is recognised on the accruals basis and credited or charged to the statement of comprehensive income in the financial period to which it relates.

Trade receivables do not carry any interest and are initially recognised at fair value, subsequently reduced by appropriate allowances for estimated irrecoverable amounts.

Call options

Where the Group becomes party to a call option which entitles it to acquire the equity instruments of another company, the Group considers that such instruments represent a derivative financial instrument and so holds the instrument at fair value through profit or loss, as measured at each reporting date. The fair value of a call option is measured using a valuation technique which is typically a Black Scholes model. Where it is not possible to use an established valuation technique due to lack of observable or reasonably obtainable inputs; the directors consider the inherent value of the option by reference to the exercise price of the option compared to the value of the underlying instrument. During the year the Group obtained a call option over 0M and determined a fair valuation of nil by reference to an assessment of the reasonably determinable valuation of the equity at the reporting date. 

Warrants

Warrants are granted to investors by the group and are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Group's warrant entitle the holder to purchase an ordinary share at a fixed price, from grant until expiry of the warrant.

The fair value of warrants is determined at the date of grant and is recognised in equity. When the warrants are exercised, the group transfers the appropriate amount of shares to the investor, and the proceeds received net of any directly attributable transaction costs are credited directly to equity.

Where warrants are issued in exchange for a service received, the group uses a Black-Scholes model in order to arrive at a fair value at the date warrants are granted. Where warrants are granted to advisers in respect of services directly attributable to the issue of new shares, the expense is recorded against share premium.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. Estimates and judgements are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

Judgements and estimates

Impairment of goodwill and intangible assets

The Group holds goodwill and intangible assets arising from business combinations. Judgement is applied in determining the recoverable amount of goodwill. All intangible assets were fully impaired in prior years.

On an annual basis, the Group reviews goodwill for impairment. Goodwill must be tested for impairment annually. Where goodwill arose in a business combination, management determined that each acquired website brand is a separate cash generating unit with separately identifiable cash flows, and so any the goodwill arising from that acquisition is associated with the acquired website brand. No goodwill is allocated across multiple Cash Generating Units.

For the purpose of impairment testing at 30 June 2025, management have determined that the appropriate method to apply is a fair value less costs to dispose approach. Management consider that a revenue-based multiple is an appropriate estimation tool for the recoverable amount of goodwill.

Therefore, all impairment tests have been performed using a fair value method on the basis of a multiple of revenue achieved for the respective brand in the year ended 30 June 2025.

Management undertook a careful assessment of the appropriate revenue multiple and determined that 1x (2024: 1x revenue) reported revenue represents their best estimate of the recoverable amount of each brand. This fair value estimation technique is a Level 2 valuation technique in the Fair Value Hierarchy as there is no directly observable market valuation of each brand, but management have identified the valuation of similar assets through the relevant trading multiples of similar businesses in similar sectors, through the observed implied multiples in recent transactions involving similar assets and through industry and other benchmarks.

Further detail of the results of impairment tests of each material Cash Generating Unit are summarised below. Both RealSport and EpicStream are within the Gfinity Digital Media operating segment. In each case, 'costs to sell' are considered to be immaterial as there are no physical assets in any case. Impairment expense has been separately identified in the statement of profit or loss. 

No previous impairments to intangible assets associated with earlier business combinations were reversed during the year as the Board did not identify that any factors leading to earlier impairment were no longer present.

RealSport

Realsport101.com is a leading source of news and information about competitive sport gaming.

The carrying value of goodwill in respect of RealSport was £185,833 prior to the impairment test. 

The result of the impairment test was a recoverable amount of £39,807, and therefore an impairment of £146,026 was recorded in profit or loss.

The factors giving rise to the impairment were changes to Google algorithms, the effect of AI insights on visitor numbers and changes in the underlying user base of the website.

EpicStream

EpicStream.com is a leading online source of geek and pop culture news.

The carrying value of goodwill in respect of EpicStream was £125,110 prior to the impairment test.

The result of the impairment test was a recoverable amount of £16,981 and therefore an impairment of £108,129 was recorded in profit or loss.

Valuation of derivative call option and control of 0M

On 3 February 2025, the Company entered into a call option agreement with Robert Keith, a substantial shareholder of Gfinity plc, in which the Company obtained the option to acquire 100% of the issued share capital of 0M Technology Solutions Ltd ("0M"), a UK company involved in developing contextual advertising technology known as Connected IQ. Consideration for the call option was £1. The exercise price of the option is £2,000,000 payable in cash, and is exercisable any time for a period of 10 years from grant. 

The Directors consider that the call option represents a derivative financial instrument measured at fair value through profit or loss and so have had regard to the fair value of the option as at 30 June 2025. 

The Company has separately entered into an exclusive licence agreement with 0M which entitles the Company to commercialise 0M's Connected IQ technology, under which Gfinity bears certain of 0M's costs in support of the continued development of the product. 

The Company believes that there is significant potential in the technology and plans to work with 0M to collaborate with media partners where we have existing strong relationships to commercialise the product which, in turn, will grow the value of 0M. However, as at 30 June 2025 no revenue had been generated by 0M and as such was a recently incorporated company with no operating history or record of profitability or revenues. Accordingly the Directors consider that the fair value of the call option to be nil as the future cash flows projected under the Company's Connected TV business plan are too uncertain, and the range of possible outcomes too wide, for a fair value other than nil to be justifiable. 

The Directors, in the post year end period, are progressing negotiations with key partners to create early revenue generation utilising Connected IQ and, in doing so, creating value in 0M and therefore the call option. The valuation of the option will be reassessed at future reporting dates in view of progress. 0M has no assets or forms of revenue generation other than via their share of Gfinity's revenues derived from the Connected IQ product under the licence agreement. 

The Directors have also considered whether the existence of the call option means that the Company is deemed to control 0M. It is noted that the option is considered to be out of the money, Gfinity has no board representation in 0M and also that 0M has funding from its shareholder such that it is not reliant on Gfinity to fund its daily operations. Accordingly, it was determined that Gfinity does not control 0M.

4. REVENUE

The Group's policy on revenue recognition is as outlined in note 2. The Group's revenue disaggregated by primary geographical market is as follows:

 Profit and loss information for each operating segment is given in Note 10.

The Group's revenue disaggregated by pattern of revenue recognition and business unit is as follows:

The Group agrees payment terms with each customer at the outset of the contract and typically agrees 30 day payment terms. All revenue streams which are recognised over time were completed and invoiced in the year resulting in no contract assets or liabilities at 30 June 2025. 

Revenue includes £210,317, representing 24% (2024: £349,005, representing 18%), received from Athlos Game Technologies Ltd, a related party, as detailed in Note 25.

Additionally, one third party customer represents 38% (2024: 61%) of revenue. This revenue is within Digital Media.

5. INVESTMENT IN ASSOCIATE

In view of Gfinity's board representation, the Group's 15% equity interest in Ingenuity Loop is held as an associate. The equity accounted associate is held at a carrying value of £15 and no share of loss has been reported as Ingenuity Loop is dormant. Ingenuity Loop is seeking opportunities in the eSports sector.

6. OPERATING EXPENSES

Expenses analysed by nature include:

7. EMPLOYEES

Number of employees

The average number of people (including directors) employed by the Group during the financial period was:

The aggregate payroll costs of staff (including directors) were:

Total remuneration for Directors in cash and medical benefits during the year was £0 (2024: £3,445). The share-based payment charges in respect of Directors for the year was £21,625 (2024: £57,635). Total key management personnel remuneration was therefore £21,625 (2024: £61,080).

The board of directors comprise the only persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Board consider there are no key management personnel other than the Board. The number of directors to whom retirement benefits accrued during the period was 0 (2024: 0).

8. NET FINANCE COSTS

9. TAXATION

Major components of taxation expense for the period are:

A reconciliation of taxation expense applicable to accounting profit before taxation at the statutory tax rate of 25% (2024: 25%), to taxation expense at the Group's effective tax rate for the period is as follows:

The whole current and deferred tax credit in the consolidated profit and loss account relates to continuing operations.

The Group has estimated tax losses of £48.9m (2024: £47.7m) available for offset against future taxable profits. A potential deferred tax asset of £12.2m has not been recognised due to the uncertainty of timing of future profits.

The tax losses have no expiry date.

10. OPERATING SEGMENTS (as Restated)