Final Results

This announcement contains inside information as stipulated under the UK Market Abuse Regulations ("MAR").

Audioboom Group plc

("Audioboom", the "Group" or the "Company")

Final audited results for the year ended 31 December 2025

Audioboom (AIM: BOOM), the leading global podcast company, is pleased to announce its final audited results for the year ended 31 December 2025.

Financial and operating highlights

· 2025 revenue of US$80.4 million, up 10% on 2024 (US$73.4 million)

· Total gross profit of US$16.9 million, up 17% on 2024 (US$14.4 million), representing the Company's continued focus on higher quality revenue

· Annual adjusted EBITDA1 profit of US$5.1 million, up 54% on 2024 (US$3.4 million) and ahead of 2025 market expectations

· Record quarterly revenue of US$24.9 million and record quarterly adjusted EBITDA profit of US$2.2 million in Q4, reflecting a 9% adjusted EBITDA margin

· Continued significant growth of Showcase - our scalable, higher gross margin, tech-based, global advertising marketplace - with record revenue of US$30.4 million, up 31% on 2024 (US$23.1 million)

· Average global monthly distribution of 118 million downloads and video views, up 20% on 2024 (98 million) following the acquisition of Adelicious in July 2025 and the fast-paced growth of Audioboom's video podcasts

· 2025 RPM (average revenue per 1,000 downloads) of US$56.46; as expected, lower than the prior year (2024: US$62.41) due to the increase in lower-yield video views and UK downloads. This represents significant upside opportunity through medium-term value creation in video podcast monetisation and the expansion of the UK podcast market

· Group cash at 31 December 2025 of US$4.2 million (31 December 2024: US$3.9 million), with a further US$3.4 million available via an overdraft facility

· Conclusion of the final onerous contract on 31 December 2025, which had been provided for on 30 June 2023, with the Board expecting adjusted EBITDA in 2026 to once again serve as a proxy for cash generation

Key commercial developments

· Completed the acquisition of Adelicious Limited on 22 July 2025 - in part funded by a significantly oversubscribed placing - creating the UK's second largest podcast network. The full integration of Adelicious was completed by 1 September 2025, two weeks ahead of the initial 60-day goal due to excellent collaboration between the Audioboom and Adelicious teams

· Established our leadership position in video podcasting, highlighted by our number 1 ranking on the Podscribe chart. Additionally, 12 podcasts from the Audioboom Creator Network earned spots in YouTube's Top 100 video podcasts, showcasing the strength and reach of our content across platforms 

· Launched AI capabilities in Showcase through the integration of Sounder AI to provide brand suitability guidance and contextual ad targeting for advertisers who utilise the marketplace, and Adaptive Ads which uses AI to create high-engagement, high value bespoke ads at scale for podcasters 

Post year-end highlights

· Record Q1 performance in 2026, with revenue of US$22.5 million, up 30% on Q1 2025 (US$17.3 million) and adjusted EBITDA profit of US$1.5 million, up 118% on Q1 2025 (US$0.6 million)

· Launch of a new commercial partnership with Spotify, which will support the development of Audioboom's video monetisation engine through expanded advertising and subscription opportunities

· Announced a technical integration with Apple to enhance video podcast distribution and monetisation through their podcast app

· Hosted the inaugural UK Audioboom Upfronts in London, showcasing top UK podcast talent to brands, agencies and advertisers

· Expansion of the Audioboom Creator Network through new tier one content partnerships, including Crooked Media, RedHanded and Hear Me Out. These shows are expected to contribute more than 20 million downloads and video views per month to the Audioboom Creator Network in 2026

· Renewed key contracts with leading podcasts in our creator network, including the official F1 podcasts, Soder, Zane and Heath: Unfiltered, The Sabrina Zohar Show and Monsters Among Us

1Earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements, material one-off items, and onerous contract provisions and losses incurred

Enquiries

About Audioboom

Audioboom is a global leader in podcasting - our shows are downloaded and viewed 170 million times each month by 50 million unique listeners around the world. Audioboom is ranked as the fifth largest podcast publisher in the US by Edison Research.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial, distribution, marketing and production services for a premium network of top tier podcasts. Key partners include the official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).

Audioboom operates internationally, with global partnerships across North America, Europe, Asia and Australia. The platform distributes content via Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts, iHeartRadio, Facebook and Twitter as well as a partner's own websites and mobile apps.

For more information, visit audioboom.com.

CHAIRMAN'S STATEMENT

It is a pleasure to introduce these annual results, which reflect upon another year of record turnover and strong growth in profitability, with adjusted EBITDA once again ahead of market expectations. They also highlight a very strong start to 2026 which looks to set the Company up for what is anticipated to be another record year ahead.

It has been particularly pleasing to see the continuing strong growth in Showcase, our highest gross margin offering; the establishment of a leadership position within the growth space of video podcasting; and the conclusion of our two historic onerous contracts such that adjusted EBITDA should once again become a proxy for cash generation.

I was very pleased with the successful completion of the acquisition and integration of Adelicious during the year, significantly growing the footprint of our UK operations and management team. This demonstrates that management can identify and execute upon M&A opportunities within a sector that remains ripe for further consolidation, and that shareholders are willing to support the right acquisitions on the right terms.

The Board is confident that the business is very well placed to deliver across 2026 and looks forward to what the future may hold.

In his CEO Review, Stuart Last provides further detail around the Company's strategy and focus, component parts of the business, operational and financial performance, and the start to 2026.

I would like to take this opportunity to once again thank the entire Audioboom team for their continuing professionalism and commitment, and also to thank our shareholders and partners for their loyalty and vision in supporting Audioboom as it continues to cement and grow its position in the global podcasting industry.

Michael Tobin CBE

Chairman

15 April 2026

CHIEF EXECUTIVE OFFICER'S REVIEW

Introduction

2025 marked a defining year in Audioboom's evolution. We have transitioned our audio advertising network into a scalable, technology-driven platform business that is set to benefit further from the leading position we have created in video podcasting and the initiation of our acquisition strategy. 

The performance impact of our platform model is starting to be reflected in our headline financial metrics. For 2025 topline revenue increased by 10% to US$80.4 million, and our focus on revenue quality led to our gross profit increasing by 17% to US$16.9 million. In turn, adjusted EBITDA increased by 54% - our platform operating efficiency ensuring incremental margin converted at a high rate to adjusted EBITDA.

Strategy

The Audioboom platform connects creators, audiences and advertisers at scale, globally - supporting more than 8,000 podcast channels and reaching more than 50 million unique users every month. We monetise content through three key advertising products:

- Premium, a high price-point ad placement in which leading podcast hosts endorse products natively within their shows

- Showcase, our higher-margin ad tech-driven marketplace which executes ad campaigns through Dynamic Ad Insertion at massive scale with targeting options for brands

- Sonic, our brand platform focused on providing tools and services directly to podcast advertisers

The continued scaling of Showcase was once again key to our success in 2025. Showcase carries a higher gross margin than our other advertising products and can be scaled efficiently through the tech-based execution of advertising and a network of demand-side brand partnerships globally. Key performance metrics for Showcase in 2025 include:

- Revenue of US $30.4 million, up 31% on 2024 (US$23.1 million)

- Contributed 38% of Group revenue (2024: 32%)

- More than 10 billion available ad impressions generated in 2025

As we have proven with our sustained revenue and adjusted EBITDA performance over the past few years, our platform delivers strong organic growth, but it is also primed for accelerated growth through acquisition. In July 2025 we initiated this strategy with the acquisition of Adelicious, a UK-focused podcast network - creating the UK's largest homegrown podcasting company and accelerating our position in the UK market by around 5 years. The acquisition and subsequent integration of Adelicious proved our scalable platform capabilities. Before the acquisition Adelicious generated revenue of approximately US$0.6 million per month and, immediately post-transaction, once connected to the Audioboom platform and monetisation engine, revenue on the Adelicious podcast roster increased by 67% to approximately US$1.0 million per month. The podcast market in the US and UK remains fragmented with more than 75% of industry revenue being controlled by 50+ independent networks and publishers - Audioboom can be at the centre of consolidation in the space, utilising our platform, as we successfully did with Adelicious, to expand our Group materially.

Video podcasting became a key growth driver for the Company in 2025. Our work with video-first creators established us as the number one network in the US for video and our Premium advertising product enabled us to generate more than 12% of our 2025 revenue through video. However, our yield from video podcasting is still significantly lower than our audio yield due to a) limitations on how Showcase can serve advertising into video consumption platforms such as YouTube, and b) our nascent video sales and monetisation operation. We will tackle these challenges head-on in 2026 as we believe video will provide a significant growth opportunity over the next five years. Already this year we have announced key partnerships with Spotify and Apple which will enhance our distribution and monetisation abilities in those platforms. We will also invest this year in video-specialists within our commercial team to ensure we are capitalising on these platform partnerships. Our medium-term goal is to improve our video monetisation engine to the point where the value we create for our podcasters in video is on a par with audio, ensuring we remain the go-to platform for creators whether they work in audio, video or both.

With strong organic platform growth - buoyed by recent announcements of major creator deals with Crooked Media, RedHanded and History Daily, which will add more than 20 million monthly downloads and views and more than 200 million monthly available ad impressions to the platform - combined with video growth and further acquisition opportunity, Audioboom is set for another record year in 2026.

Key Performance Indicators

1. Average monthly global distribution in 2025 of 118 million, up 20% (98 million in 2024)

Distribution is a measure for the scale of our platform in terms of audio downloads and video views. It enables accurate comparisons to be drawn with our competitors. Distribution drivers include organic audience growth of existing podcasts in our network, the expansion of our network through the signing of new creator partners, and acquisitions of podcast networks or publishers with strong show rosters. In 2025 our average monthly distribution increased by 20% due to the acceleration of video consumption, most strikingly through YouTube, and following the acquisition of Adelicious in July 2025 which added approximately 25 million monthly downloads and views to our network in the second half of the year.

2. RPM (average revenue per 1,000 downloads) in 2025 of US$56.46, down 9.5% (2024: US$62.41)

RPM is a yield metric, a measure of the value we extract from every 1,000 downloads or video views on the Audioboom Creator Network. Growth drivers for this KPI include increasing fill rates, increasing pricing, and increasing available inventory per download. In 2025 our RPM decreased by 9.5% over the previous year due to a) the acquisition of Adelicious which added a material number of downloads and views to our network at a lower RPM due to the majority of that distribution being in the United Kingdom where advertiser investment in podcasting is currently 80% lower than in the US, and b) the fast growth of video podcast consumption with a lower RPM due to consumption platform limitations on dynamic advertising insertion technology being utilised. This represents a significant growth opportunity for Audioboom over the coming years, with the goal for both UK distribution and video distribution to be monetised at a higher RPM through the development of our UK monetisation engine and video platform partnerships - such as our recently announced alliance with Spotify that will provide increased advertising opportunity in video.

Overview of the Market

Podcasting continued to grow strongly in 2025 - people love podcasting, and this structural growth will underpin future value creation in the industry. Key data points include1:

· 79% of Americans age 12+ have listened to a podcast

· 59% of those Americans age 12+ have watched a podcast

· 80% of Americans have consumed a podcast in either audio or video format, representing an estimated 230 million people

Audioboom has consolidated its position amongst the world's leading podcast businesses, highlighted by the trusted measurement services - Triton Digital's Podcast Reports, Podscribe's attribution-based ranker and Edison's Top Podcast Networks chart:

· In Triton Digital's US ranker, Audioboom ranks as the fourth largest publisher in terms of audio downloads

· In Podscribe's US ranker, Audioboom ranked as the number one network for video podcast views across 2025

· In Edison Research's Q4 2025 ranker of largest podcast networks, Audioboom was fifth, only beaten by Spotify, SiriusXM, The New York Times and iHeartMedia. Edison's ranker measures all podcast companies

On each measurement service, Audioboom ranks as the highest independent podcast publisher, as well as the highest ranking pure-play podcast publisher.

M&A activity in the sector picked up in 2025 with notable transactions including Fox's acquisition of podcast ad-representation business Red Seat Ventures, PodX taking a majority stake in podcast studio Lemonada, and Acast's acquisition of branded content producer Wonder Media. Audioboom's business model, structure and performance continues to provide strong optionality on our own future path, and as such we entered into a strategic review process in October 2025 to assess strategic options including the potential sale of the business, commercial partnerships, making further acquisitions, and several other strategic pathways.

1Source: Edison Research Infinite Dial study 2026

Financial Review

Audioboom delivered continued growth in 2025, reporting record revenue of US$80.4 million, up 10% on 2024 (US$73.4 million). Adjusted EBITDA (earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and before exceptional items, including the provision for, and losses on, two onerous contracts) profit increased 54% to US$5.1 million (2024: US$3.4 million), ahead of 2025 market expectations. Audioboom recorded a record quarterly adjusted EBITDA profit of US$2.2 million in Q4 2025, reflecting a 9% adjusted EBITDA margin for that quarter.

2025 marked the successful acquisition and integration of Adelicious Limited, the first acquisition under the Group's disciplined M&A strategy. Acquired on 22 July 2025 for a performance-based consideration of up to £10 million, the acquisition created the UK's second largest podcast network. Full integration was completed by 1 September 2025, two weeks ahead of the original 60-day target, reflecting strong collaboration between the Audioboom and Adelicious teams. The acquisition accelerated the Group's UK position by approximately five years and was integrated efficiently due to the similarity of business models. From the date of acquisition, Adelicious contributed US$4.3 million of revenue and US$0.1 million of profit before tax. Upon acquisition, separately identifiable intangible assets comprising supplier relationships (US$1.8 million), customer relationships (US$0.8 million) and the Adelicious brand (US$0.05 million) were recognised alongside goodwill of US$6.7 million reflecting the value of expected synergies following integration, the assembled workforce, future growth opportunities and the strategic positioning of the acquired operations within the Group. A fair value movement gain on the estimated consideration due of US$2.0 million was recognised in the year reflecting changes in the Group's estimates of the future amounts payable in relation to the earn-out and contingent considerations due. Where revised expectations indicate lower future payments than previously estimated, this results in a corresponding gain recognised within the consolidated statement of income. This gain was offset by an impairment to goodwill of US$3.9 million in the period, as revenue performance of Adelicious in 2025 was below the upper range of projections, resulting in the reduction in the expected total consideration payable. See note 22 for details of the acquisition.

In 2025, as in the prior year, the vast majority of Group revenue (92%) was generated in the United States - the largest and most developed podcasting market. The UK contribution increased to 8% (2024: 2%) following the Adelicious acquisition. In 2025, Premium revenue grew 4% year on year to US$40.9 million (2024: US$39.7 million), representing 51% of total revenue (2024: 54%). Showcase revenue increased 31% to US$30.4 million (2024: US$23.1 million), contributing 38% of Group revenue (2024: 32%) due to inventory growth of over 17%. Sonic Integrated Marketing revenue declined 17% to US$8.7 million (2024: US$10.5 million), reflecting a reduction in the average number of active brands to four (2024: five), and contributing 11% of Group revenue (2024: 14%). The Group continues to focus on higher quality revenue generating higher gross margins.

Gross margin improved to 22.4% (excluding onerous contracts) up from 21.5% in 2024, with the gross margin increasing as the year progressed. No new onerous contracts were recognised in 2025, and the two legacy onerous contracts provided for in 2023 expired on 31 January 2025 and 31 December 2025 respectively.

Operating costs remained well controlled with opex (excluding interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and material one-off items) increasing by only 8% to US$11.9 million (2024: US$11.0 million) despite the enlarged business post-acquisition. Average monthly opex was US$1.0 million before the Adelicious acquisition and only increased marginally to US$1.1 million post-acquisition. Average headcount rose to 47 (2024: 40), with the Group ending the year with 53 employees following the acquisition. Importantly, the Company will recognise the benefits of operational gearing in the coming years as the relatively fixed operating cost base does not need to increase materially to support the Company's growth trajectory resulting in growth in adjusted EBITDA flowing to cash generation as the revenue scales.

Profit before tax increased to US$1.0 million (2024: US$0.9 million) with improved trading performance and a US$0.9 million reduction in share based payment charges offset by the US$3.9 million impairment to goodwill related to the acquisition of Adelicious. The impairment assessment at the year-end reflected revised forecasts following 2025 Adelicious revenue performance falling below the upper range of initial expectations. This resulted in lower projected cash flows and a reduction in the recoverable amount of the cash-generating unit, driving the impairment and reducing goodwill to US$2.8 million. Consistent with this updated outlook, the expected total consideration payable for Adelicious has now decreased with the final purchase price expected to remain below the potential maximum consideration of £10 million.

Cash outflow from operating activities was US$0.5 million (2024: US$0.1 million cash inflow) mainly due to the strong performance of the business in the final quarter of 2025 where year-end aged receivables were higher than year-end aged payables reflecting the fact that top tier podcast partners are paid on 30 day terms versus the average debtor day collection total of 89 days. With the conclusion of the Group's two historic onerous contracts, management expect that adjusted EBITDA becomes a closer proxy for operating cash generation going forward.

The Group continues to operate an efficient working capital cycle. Debtor collections have averaged 96% of revenue recognised over the past five years. Debtor days increased slightly to 89 days (2024: 82 days) remaining below the target of 90 days, and reflecting record trading in Q4. Bad debt write-offs remained minimal at US$0.1 million, consistent with the prior year. Payable days increased to 87 (2024: 82 days), also reflecting higher trading volumes at the end of the year. 

The Company ended 2025 with cash of US$4.2 million (31 December 2024: US$3.9 million) and access to a US$3.4 million overdraft facility with HSBC. Accordingly, the Group entered 2026 with access to approximately US$7.6 million, with the Group being fully funded for its current growth trajectory.

Outlook

2026 is set to be another record year for Audioboom, and - as highlighted in our Q1 2026 Trading Update released today - we have made a positive start, delivering 118% adjusted EBITDA growth (US$1.5 million vs. Q1 2025: US$0.6 million) and 30% revenue growth (US$22.5 million vs. Q1 2025: US$17.3 million).

We began the year with the announcement of some new major podcaster partnerships including Crooked Media, RedHanded, History Daily and Hear Me Out. Combined, these podcasts are expected to contribute 20 million monthly downloads and views to the Audioboom Creator Network.

New strategic partnerships recently announced with Spotify and Apple will enhance our capabilities in video podcasting. These partnerships will support the growth of our video monetisation engine, with the ultimate goal being to deliver best in class revenue generation for creators, whether their podcast audiences are consuming audio or video.

Audioboom is striving to build the world's leading creator platform for audio and video, and we have made a great start in 2026 as we focus on delivering a record year for the business. I would like to thank our creators, clients, customers and partners, as well as our incredibly talented Audioboom team and our supportive shareholders.

Stuart Last

Chief Executive Officer

15 April 2026

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

All results for both periods are derived from continuing operations.

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

The accompanying accounting policies and notes form an integral part of these financial statements.

These financial statements for Audioboom Group plc (Jersey company registration number 85292), which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in Equity and related notes 1 to 24 were approved and authorised for issue by the Board of Directors on 15 April 2026 and were signed on its behalf by:

Brad Clarke

Chief Financial Officer

AUDIOBOOM GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

Share premium

Share premium represents the consideration paid for shares in excess of par value (nil), less directly attributable costs.

Issue cost reserve

The issue cost reserve arose from expenses incurred on share issues.

Reverse acquisition reserve

The reverse acquisition reserve relates to the reverse acquisition of Audioboom Limited by Audioboom Group plc on 20 May 2014.

Foreign exchange translation reserve

The foreign exchange translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations.

Earn-out consideration

Includes potential earn-out consideration share issues in relation to acquisitions.

Retained earnings

Includes all current and prior period retained profits and losses and equity settled share-based payment charges.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. ACCOUNTING POLICIES

General information and basis of preparation

Audioboom Group plc is incorporated in Jersey under the Companies (Jersey) Law 1991. The Company's shares are traded on AIM, the market of that name, operated by the London Stock Exchange. The Company is required under rule 19 of the AIM Rules for Companies to provide shareholders with audited consolidated financial statements.

The Group prepares its consolidated financial statements in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs). The financial statements have been prepared on the historical cost basis. The consolidated financial statements have been prepared in accordance with and in compliance with the Companies (Jersey) Law 1991, an amendment to which (Amendment No. 4 s. 105(11) - 2009) means separate parent company financial statements are not required.

These results are audited, however the financial information set out in this announcement does not constitute the Group's statutory accounts for the period ended 31 December 2025 but is derived from the 2025 Annual Report & Accounts. The auditors have reported on those accounts; their report was unqualified.

The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

New and amended IFRS Accounting Standards that are effective for the current year

In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the IASB that are mandatorily effective for an accounting period that begins on or after 1 January 2026. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:

· IFRS 7 & 9: Amendments to the classification and measurement of financial instruments;

· IFRS 7 & 9: Contracts referencing Nature-dependent Electricity;

· Annual improvements to IFRS Accounting Standards - Volume 11;

· IFRS 1: Practice Statement 1 Management Commentary; and

· Disclosures about Uncertainties in the Financial Statements.

New and revised IFRS Accounting Standards in issue but not yet effective

Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for the Group's accounting years beginning on or after 1 January 2027 or later years and which the Group has decided not to adopt early:

· IFRS 18: Presentation and Disclosure in Financial Statements;

· IFRS 19: Subsidiaries without Public Accountability Disclosures; and

· Amendments to IAS 21: Translation to a Hyperinflationary Presentation Currency.

None of the above listed changes are anticipated to have a material impact on the Group's financial statements.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Key accounting policies

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient funds to continue in operational existence for at least twelve months from the date of approval of the financial statements. The Group ended the year with access to US$4.2 million of cash and a US$3.4 million HSBC overdraft remaining available to draw down. The overdraft is subject to an annual renewal process and has a renewal date of 30 May 2026. At the date of this report, there is no indication that the HSBC overdraft will not be renewed, but should it not be renewed, then the Board believes that it would be able to obtain alternative financing options that can be called upon, if required. The Board's forecasts for the Group, including due consideration of the business forecasting an increase in adjusted EBITDA profit in 2026, projected increase in revenues and cash utilisation of the Group, and taking account of reasonably possible adverse changes in trading performance, including changes outside of expected trading performance, indicate that the Group will have sufficient cash and financing facilities available to continue in operational existence for the next 12 months from the date of approval of the financial statements and beyond. This includes considering those partner contracts that have minimum guarantees attached to them and assessing whether there will be any adverse effect should there be prolonged adverse trading performance. Based on the Board's forecasts, the Group considers that it will not require additional funding for the foreseeable future for the purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to manage its business risks, and longer-term strategic objectives, successfully.

Management has carried out sensitivity analyses of the Group's cash flow models to assess the impact of a range of possible outcomes, including lower than anticipated revenues, and the mitigations that the Group has available to it, including a reduction in overhead costs, active working capital management and the availability of finance from HSBC. Accordingly, the Directors are satisfied that the Group will continue to be able to meet its ongoing liabilities as and when they fall due in reasonably foreseeable circumstances.

Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.

Revenue

Revenue represents amounts receivable for services provided in the normal course of business, and excludes intra-group sales, Value Added Tax and trade discounts.

Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the Group's different activities has been met. Revenue comprises:

l  Sale of advertising: the value of goods and services is recognised on broadcast of the podcast

l  Sale of subscriptions: the value of goods and services is recognised across the period of subscription

The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract and have not identified any such instances. In relation to the Adelicious acquisition in July 2025 there is the potential for a contingent consideration to be paid depending on the performance of a particular contract between July 2025 and April 2027. See note 22 for further detail. There are no other contracts which incorporate variable or contingent considerations.

The Group entities, Audioboom Limited, Adelicious Limited and Austin Advertising Inc, are all considered to be the principal entity in terms of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented podcast content, contract directly with the brand or agency to secure the advertising and confirm the date at which that advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold. For those podcast partners who have minimum revenue guarantees as part of their contractual terms, should insufficient advertising be sold to cover the minimum guaranteed revenue to generate a profit on the contract, there is a risk that an onerous contract provision be required once a loss on the contract be deemed reasonably certain.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Content partner minimum revenue guarantees

In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees ("MG") over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore the expenditure in relation to these guarantees is recognised over the term of the contract, as this is the period over which the content providers' obligations are discharged to the Group and accordingly the basis on which the Group consumes the benefit of these obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future performance obligations of the content provider.

Should a contract be considered onerous (i.e., it is expected to give rise to an unavoidable loss) then that loss is provided for at the reporting date if the contract and conditions associated with it were in place at the year end.

Foreign currency

For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in US Dollars, which is the presentational currency of the consolidated financial statements. The majority of trade in the Company is recognised in Audioboom Limited, whose functional currency is sterling, along with the Audioboom Group plc entity. These entities are consolidated at a Group level in US Dollars, along with Audioboom Inc and Austin Advertising Inc, whose functional currency is US Dollars.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average monthly rate of exchange ruling at the date of the transaction, unless exchange rates fluctuate significantly during that month, in which case the exchange rates at the date of the transactions are used.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.

Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are between three and five years.

The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and years of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred, and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Costs also comprise the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group are obligated to incur when the asset is acquired, if applicable.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Intangible assets

Intangible assets comprise brand, customer relationships, supplier relationships and goodwill, primarily arising through business combinations.

Identifiable intangible assets acquired as part of a business combination are recognised separately from goodwill where they are separable or arise from contractual or legal rights. Appropriate valuation methods were utilised to determine the fair value of these intangible assets.

Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses.

Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful economic lives and assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill is considered to have an indefinite useful life, is not amortised, and is tested annually for impairment, or more frequently where indicators of impairment exist.

The estimated useful economic lives applied to the Group's intangible assets are as follows:

Brand 10 years

Customer relationships 13 years

Supplier relationships 6 years

Goodwill Indefinite

The useful economic lives and residual values of intangible assets are reviewed at least annually and adjusted where appropriate.

Leases

Leases of property for periods longer than one year are capitalised at the fair value of the leased property (disclosed as a right of use asset on the face of the statement of financial position) with the corresponding rental obligations, net of finance charges, included in current and non-current liabilities. The fair value of the lease asset and corresponding liability is calculated as the present value of the minimum value of lease payments for which the Group will become liable, discounted at a rate considered appropriate.

Lease rental payments are split between a reduction in the lease liability and finance cost, with depreciation charges of the right of use asset over its useful economic life recognised as an expense in the Group's income statement. Payments made under operating leases, where the risks and rewards are not transferred to the Group, are recognised as an expense in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term, highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of Audioboom Group plc and all its subsidiary undertakings up to 31 December 2025, with comparative information presented for the year ended 31 December 2024. No profit and loss account is presented for Audioboom Group plc as permitted by Companies (Jersey) Law 1991.

Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Audioboom Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes to Audioboom Group plc.

The results of associate undertakings are consolidated under the equity method of accounting. The Group applies uniform accounting policies and all intra-group transactions, balances, income and expenses are eliminated on consolidation.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Warrants

Warrants issued to Directors, employees and third-party suppliers are measured at the fair value of the service provided with reference to comparable cash settled transactions or, where the value of the services provided is uncertain, with reference to an appropriate valuation methodology. Warrants are ascribed a value at the date of grant, with this value recognised as an expense in the statement of comprehensive income over the relevant vesting period.

Current and deferred taxation

Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous periods.

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

Deferred tax liabilities are generally recognised either for all taxable temporary differences or as a result of the recognition of intangible assets at fair value in accordance with IFRS 3 business combinations.

Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Where there are deductible temporary differences arising in subsidiaries, deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the statement of income.

Financial Instruments

Financial assets

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivable financial assets, using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.

Financial liabilities

All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method, other than those categorised as fair value through profit or loss. Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Equity instruments

Instruments classified as equity are measured at cost and are not remeasured subsequently.

Adjusted EBITDA presentation

Certain costs incurred in the year have been excluded from the non-GAAP adjusted EBITDA calculation so as to present revenue and costs directly attributable to the normal course of business performance. Those costs excluded include interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements, material one-off items, and onerous contract provisions and losses incurred, all of which are not deemed to be in the normal course of business.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Critical accounting judgements

Revenue

The Group entities, Audioboom Limited, Adelicious Limited and Austin Advertising Inc, are all considered to be the principal entity in terms of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented podcast content, contract directly with the brand or agency to secure the advertising and confirm the date at which that advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold. For those podcast partners who have minimum revenue guarantees as part of their contractual terms, should insufficient advertising be sold to cover the minimum guaranteed revenue to generate a profit on the contract, there is a risk that an onerous contract provision be required once a loss on the contract be deemed reasonably certain.

Minimum guarantees

The Group offers contracts of between one and three years to secure advertising representation of third-party podcast partners. The contracts can include commitments to pay Minimum Guarantee (MGs) revenue shares over the contractual period to the third party. Should the revenue share generated not be above the MG contractual amount, the Group will need to true up the revenue share payments to the MG level. The Group continually assesses its exposure to onerous contracts by assessing contractual MGs (see note 20 for further detail on MGs contracted at the year-end).

Onerous contract provisions

The Group continually assesses its exposure to onerous contracts by assessing contractual minimum guarantees versus future revenue and growth expectations. Should future revenue and growth expectations be lower than previously anticipated which take a partner contract into a loss-making scenario, a provision will be created using a range of growth scenarios to estimate the total estimated net loss of the contract.

Share based compensation

The Group issues equity settled share-based payments to certain Directors and employees, which have included grants of options in the current period. Equity settled share-based payments are measured at fair value at the date of grant, with the charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.

The fair value of share options is measured using a Black-Scholes framework. The Directors have used judgement in the calculation of the fair values of the share-based compensation which has been granted during the period, and different assumptions in the model would change the financial result of the business. Certain share options include performance criteria and the charge will vary depending on whether that criteria is met; therefore it is an estimate and is uncertain.

Warrants

The Group has issued warrants to certain third parties. Warrants are measured at the fair value of the service provided with reference to comparable cash settled transactions or appropriate valuation methodologies at the date of grant, with the charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.

IFRS 16: Leases

The Group recognises lease liabilities at the present value of future cash flows. The determination of present value involves judgements and estimates, in particular in relation to the discount factor to be applied to those cash flows. In determining an appropriate discount factor the Directors considered a range of factors including the Group's cost of capital together with the interest rate charged on the Group's external debt facilities. Having considered these factors the Directors have assessed that 8% is an appropriate discount factor to determine the value of the Group's lease liabilities.

Bad debt provision

The Group creates a specific bad debt provision for all debtors which are over 365 days old and reviews all debtors on a continual basis, providing for any under 365 days which are not deemed to be recoverable. The Group utilises the expected credit loss model to calculate an appropriate bad debt provision, which incorporates an assessment of historical losses in deriving a provision to be recognised against the likelihood of future bad debt. Such an assessment requires the application of judgement, and bad debts may materially exceed the amount provided for at the reporting date. Refer to note 12.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Recognition and measurement of deferred tax assets

The Group recognises deferred tax assets in relation to unutilised tax losses which can be utilised to offset tax arising on future taxable profits. Utilisation of these tax losses is dependent on the timing and extent of future taxable profits of the Group. Therefore the recognition and measurement of deferred tax assets is based on the judgement of the Directors as to this profitability and represents an area of material estimation uncertainty. Refer to note 7.

Key areas of estimation uncertainty

Minimum guarantees

The Group continually assesses its exposure to onerous contracts by assessing contractual MGs (see note 20 for further detail on MGs contracted at the year-end). There is an element of uncertainty with all contracts signed as they are based on future expected revenue generation and if the future performance does not meet expectations, it may result in a material cash outflow and the recognition of expected losses in the financial period in which the contract is considered to become onerous.

Onerous contract provisions

A weighted average of the different growth scenarios will be used as the performance of future advertising markets and the specific show under review can only be estimated at the balance sheet date. A weighted average cost of capital discount factor has been applied to future revenues to discount the provision to current value. The revenue, net loss and projected net loss of the contract are disaggregated within the consolidated statement of comprehensive income so that the specific impact of onerous contracts and provisions recognised in relation to them is clear to users of the financial statements. No other overheads or costs will be included in the provision assessment because the main cost of the contract is the revenue share owed to the partner. The onerous contract provision calculations are estimates and actual outcomes may be materially different to the value of provision estimated.

Business combinations and acquisition accounting

The Group applies the acquisition method of accounting in accordance with IFRS 3 Business Combinations. Judgement is required in determining whether an acquisition represents a business combination.

In respect of acquisitions completed during the period, significant judgement has been applied in identifying and measuring the fair value of acquired assets and liabilities at the acquisition date. This includes the recognition of separately identifiable intangible assets, principally supplier relationships, customer relationships and brand associated with the acquired podcast operations. Supplier relationships were valued using the Multi Period Excess Earning method, customer relationships were valued using the With or Without method and the brand was valued using the Relief from Royalty method. All of the valuation methodologies used required the use of key assumptions, estimates and forecasts, as well as appropriate discount rates.

Judgement is also required in determining the fair value of deferred and contingent consideration arrangements, including estimates of future performance against earn-out targets and the selection of an appropriate discount rate. Changes in the estimated fair value of contingent consideration are recognised in the income statement in line with applicable accounting standards.

Goodwill arising on acquisition, representing the excess of consideration over the fair value of identifiable net assets acquired, has been allocated in full to the Adelicious cash-generating unit (CGU), which represents a stand-alone component of the Group. The allocation of goodwill to a single CGU reflects management's judgement as to how the acquired business is monitored and how economic benefits are expected to be realised.

The subsequent assessment of goodwill for impairment requires further judgement, including the determination of value-in-use calculations for the Adelicious CGU. Key assumptions applied include forecast revenue growth, EBITDA margins, long-term growth rates and pre-tax discount rates. These assumptions are inherently uncertain and subject to change based on market conditions, including the development of the podcast advertising market.

Given the level of estimation uncertainty involved in acquisition accounting and subsequent impairment assessments, actual outcomes may differ from those assumed and could result in material adjustments to the carrying value of goodwill and other acquired intangible assets.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

ACCOUNTING POLICIES (continued)

Intangible assets recognition

The recognition and subsequent measurement of intangible assets require management to make a number of significant estimates and judgements including the fair value of intangible assets acquired in business combinations, the expected useful economic lives of intangible assets, the future revenue and cash flow generation attributable to acquired customer relationships, supplier relationships, the acquired brand, and the appropriate discount rates and long-term growth assumptions applied in impairment testing.

These estimates are based on historical performance and management's expectations of future economic conditions and require the Directors to make significant estimates and assumptions.

CGU assessment and impairment testing of goodwill

Goodwill is allocated to the Group's cash generating units (CGU) that are expected to benefit from the synergies of the relevant business combinations. The Group tests for impairment annually and whenever there are indicators that goodwill may have been impaired. The recoverable amount of each CGU is determined based on value-in-use calculations derived from discounted cash flow forecasts. Cash flow projections are based on approved forecasts covering a range of 3 years. Cash flows beyond the forecast period are extrapolated using a terminal growth rate.

The impairment tests are sensitive to the following key assumptions. Revenue growth is based on historic trends, contracted podcast contracts and anticipated business initiatives to grow revenue. Future business operational costs are based on anticipated headcount within the CGU and other required costs to deliver growth. The discount rate uses a pre-tax discount rate derived from the Group's weighted average cost of capital (WACC), reflecting current market assessments of the time value of money and the risks specific to the CGU. The WACC is calculated using market-based assumptions including the risk-free rate, beta, and market rate of return. The terminal growth rate reflects Directors' estimate of long-term growth for the markets in which the CGU operates.

The Directors are satisfied that there are no such indicators of impairment at the reporting date on the supplier relationships and customer relationships as these remain intact. An impairment has been applied to goodwill recognised in the year reflecting updated expectations of future revenues. Revenue performance of the acquired CGU in 2025 was below the upper range of initial projections, resulting in a reduction in the expected total consideration payable. In accordance with IAS 36 Impairment of Assets, the impairment is recognised in goodwill first.

Earn-out and contingent consideration

In 2025, the Company acquired Adelicious Limited which included an element of both deferred and contingent consideration. The Directors made their best estimate of amounts expected to be payable as at the year end and adjusted the carrying value; such estimates are based on the anticipated performance of Adelicious Limited in accordance with the terms of the acquisition contract. Details of the key inputs and accounting are provided in note 22.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors consider the Group to operate within one operating segment, content related revenue, and consequently expenditure and balance sheet analysis is not presented between advertising and subscription services.

Premium, Showcase and Sonic Integrated Marketing advertising revenue are all recognised at a point in time, i.e. when the podcast episode is broadcast. Subscription fee revenue is recognised over time, i.e. when the subscription payment is made by the customer for the relevant subscription period.

Geographical information

The Group's operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents, are held in the UK and the USA.

The Group's revenue from external customers by geographical location is detailed below:

The Group invoiced one customer who represented more than 10% of the reported revenue (20% of the total invoiced). The customer is an advertising agency and represents a number of brands, thus reducing the customer concentration.

The Group currently has two material geographic revenue regions, however, as the Group's controlling operations are primarily based in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of segmental reporting.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

Details of Directors' remuneration are set out in the Remuneration Committee Report in the 2025 Annual Report.

The Company has a US$3.4 million overdraft facility with HSBC. The overdraft is subject to an annual renewal process and has a renewal date of 30 May 2026.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

7. TAXATION

Tax reconciliation

The taxation charge on the profit for the period differs from the amount computed by applying the corporation tax rate to the profit before tax for the following reasons:

The Group has carried forward UK losses amounting to US$36.4 million as of 31 December 2025 (2024: US$39.1 million). The gross amount of losses upon which the deferred tax asset has been recognised amounts to US$8.0 million (2024: US$7.8 million). This is based on expected utilisation of future taxable profits as estimated by the Directors. The deferred tax asset is expected to be utilised within three years. Refer to the Recognition and measurement of deferred tax assets accounting judgement detail in the accounting policies section for further disclosure.

There was a deferred tax liability of US$0.6 million recognised in relation to the acquisition of Adelicious Limited in July 2025 (2024: US$nil).

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

7. TAXATION (continued)

8. PROFIT PER SHARE

Basic earnings per share is calculated by dividing the profit or loss attributable to shareholders by the weighted average number of ordinary shares in issue during the period.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2025

9. PROPERTY, PLANT AND EQUIPMENT