Final Results

Dianomi plc

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

Full year Results for the year ended 31 December 2024

Dianomi, a leading provider of native digital advertising services to premium clients in the Business, Finance and Lifestyle sectors, announces the Company's audited results for the year ended 31 December 2024.

Financial Headlines

· Revenue of £28.0 million (FY23: £30.2 million)

· Gross margin improved to 26.1% (FY23: 24.7%)

· Adjusted EBITDA[1] loss of £0.3 million (FY23: loss of £0.4 million)

· Profit before tax of £0.3 million (FY23: loss of £1.8 million)

· Profit per share of 1.40 pence (FY23: loss of 9.71 pence)

· Adjusted loss per share[2] of 1.06 pence (FY23: loss of 3.10 pence)

· As at 31 December 2024, the Group had no borrowings and cash of £8.8 million (FY23: £7.7 million)

Operating Headlines

· Traffic across the Group's premium publisher base increased by 3.9% to 45.5 billion impressions over the year, though macro-economic pressures led to average spend among the Group's top 100 premium advertisers declining by 3.9%.

· Our premium publisher base remained robust with 341 active publishers compared to 340 in the previous year with 24 new publishers joining including Fox Business and Euronews, enhancing our reach across key markets.

· New advertisers joining the platform included PwC, the London Business School, Polen Capital and Northern Trust

· Made significant strides in transitioning from being a native advertising specialist into a comprehensive full-spectrum digital advertising platform, supporting broader campaign capabilities and deeper monetization across our ecosystem.

Post Period Highlights

· Two significant new publishing contracts agreed:

o  Deepened our partnership with our largest publisher CNN, expanding our remit from CNN Business to the full CNN News portfolio

o  A new relationship with The Associated Press, a globally respected, independent news organisation which we expect will rank among our top ten publishers

· To capitalise on our differentiated publisher inventory and enhanced advertising capabilities, we have accelerated investment in our sales team and established dedicated sales specialists across high value sectors such as travel, automotive, technology, property, and luxury goods, broadening our reach beyond our core base in business and finance

· Supporting the verticalised approach, we have introduced Dianomi Insights™, a proprietary analytics tool that enables brands to benchmark their media presence against industry peers.

· New partnership with Microsoft Monetize, giving us access to their network of over 500,000 advertisers across 170 countries. These advertisers will be able to bid on our publisher inventory subject to meeting Dianomi's quality and brand-safety standards, creating a scalable new demand channel.

Rupert Hodson, CEO of Dianomi commented:

"While current financial performance has not yet captured the full potential of our platform, we are actively implementing a strategic investment program designed to unlock long-term value. A key focus has been expanding our sales function to better capitalise on market opportunities. Our unique platform reaches 500 million predominantly affluent readers each month - a highly attractive audience for premium advertisers seeking performance at scale. We are continuing our transition from being a provider of pure native advertising formats into a comprehensive full-spectrum digital advertising platform to unlock greater value from our curated base of premium publishers and advertisers, built over the past twenty years. The start to 2025 has had its challenges due to macroeconomic headwinds but we have had some encouraging developments, with two significant new publisher wins and the signing of a deal with Microsoft Monetise to expand our addressable advertiser base. While the investments we are making will result in a near-term increase in our cost-base and a temporary impact on profitability, we are confident they will strengthen our market position, help to drive sustainable growth and deliver long-term returns for shareholders."

[1] Calculated as profit after tax before charging interest, tax, depreciation and amortisation in the financial year, adjusted for share-based payment charges/credits, non-recurring income and costs relating to the 2023 reorganisation. This metric provides a more comparable indication of the Group's core business performance by removing the impact of non-trading items that are reported separately.

[2] Adjusted to exclude costs related to the 2023 reorganisation, non-recurring income, the derecognition of the deferred tax asset in 2023 and share-based payment charges/credits. 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. It forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

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About Dianomi

Dianomi, established in 2003, is a leading provider of native digital advertising services to premium clients in the Business, Finance and Lifestyle sectors. The Group operates from its offices in London, New York and Sydney. The Group enables premium brands to deliver native and other format advertisements to a targeted audience on the desktop and mobile websites, mobile and tablet applications of premium publishers. It provides over 350 advertisers, including blue chip names such as Aberdeen, Invesco, Bank of America and Charles Schwab, with access to an international audience of around 500 million readers per month through its partnerships with over 300 premium publishers, including blue chip names such as Reuters, CNN Business and WSJ. Adverts served are contextually relevant to the content of the webpages on which they appear and mirror the style of the page, which enhances reader engagement. http://www.dianomi.com.

Chairman's Statement

2024 was a transition year for Dianomi. While we lowered our losses and improved our cash flow, revenue fell short of expectations. To drive future success, we made strategic investments across the business, strengthening our core value proposition for publishers and advertisers.

With most of our revenue coming from the U.S., we have access to the world's largest, and most competitive, advertising and financial market. Our publisher network remains our core powerhouse asset, a competitive moat that sets us apart. In 2024, we deepened our relationships with some of the world's most respected and influential media brands, securing premium digital real estate that is nearly impossible to replicate. This network grants us direct access to an affluent, engaged audience; exactly what top-tier advertisers seek but struggle to find at scale. The strength of our partnerships fuels our ability to deliver trusted, high-impact advertising experiences in premium environments, reinforcing our strategic advantage.

However, while our publisher footprint continues to thrive, we recognise the need to match that momentum on the advertiser side. We retained key global advertisers and, in several cases, increased our share of their ad spend, but there is still ground to cover in the ability to grow our ad revenue.

We recognized the challenges of being primarily a native format platform and over the past two years we have taken on the hard work of transforming a native advertising platform into a full-spectrum digital ad business. Investments have been made across the business, but unfortunately these have not yet translated into measurable revenue gains. The transition from a native-only platform to a full-format digital advertising offering is still in progress, and the impact on revenue is, frankly, taking longer than expected. We are now beginning to make faster progress and the recent adoption of these new ad formats by industry giants like Fox Business and CNN signals a strong foundation for future growth. We are confident that, as the success of these new capabilities is broadened to a bigger percentage of our footprint; revenue growth will follow.

Market Strategy and Opportunity

The overall digital advertising marketplace continues to grow. Dianomi operates a high-value "flywheel" model; connecting premium publishers, elite advertisers, and high-value audiences with technology that drives performance and repeat engagement. In 2025, we will focus on optimising our ad solutions and expanding premium formats across trusted media platforms, ensuring our network remains the premier destination for quality-driven digital advertising.

ESG

At Dianomi, we are committed to responsible and sustainable business practices. Our business model is focused on supply path optimisation, and we therefore prioritise more streamlined and carbon conscious relationships, more so than other digital platforms. By working directly with publishers and leveraging AWS's lower-carbon infrastructure, we continue to reduce our environmental impact while maintaining a privacy-conscious and high-performance ad ecosystem.

Board Changes

In October, Laura Shesgreen stepped down as a Non-Executive Director of the Group and Chair of the Audit Committee. I would like to thank her for her contribution to our Board since our IPO. Following Laura's departure, Paul Gibson, Independent Non-Executive Director and a chartered certified accountant, became Chair of the Audit Committee

Outlook

Dianomi remains well positioned and has entered 2025 with a clear plan to grow and develop the business.

Chief Executive's Statement

Introduction

In 2024 we made significant strides in expanding the technical capabilities of the Dianomi platform. This progress supports our strategic ambition to evolve from a provider of pure native advertising formats into a comprehensive full-spectrum digital advertising platform. By doing so, we aim to unlock greater value from our curated base of premium publishers and advertisers, developed over the last two decades. These long-standing relationships with the world's leading financial institutions and publishing houses remain a key differentiator. Today we reach around 500 million readers monthly, which plays a critical role in delivering efficient marketing performance for our advertiser base. We continue to work with 8 of the world's top 10 financial institutions.

Despite these strengths, we acknowledge that our financial performance has yet to fully reflect the growing potential of our platform. Our transition to a full-service model allows brands to leverage a diverse range of ad formats tailored to strategic goals across the marketing funnel. This evolution is designed to simplify how advertisers and agencies engage with Dianomi's offering.

Feedback from both advertisers and publishers confirms that Dianomi outperforms competing platforms, especially in terms of brand safety and return on investment. While we continue to attract valuable direct client relationships, many advertising budgets are managed by agencies who, despite recognising the strength of our performance, have been hesitant to take on the perceived administrative complexity of working with a specialist platform. This challenge has, to some extent, limited our scalability; an issue we are actively addressing through our full-service transformation.

Operational and Commercial Review

As part of becoming a full-service platform, over the course of 2024 we increased our display ad capabilities, a logical expansion, given that 93% of digital ads served by our top 20 prospects are sold through display, compared to 7% through native ads (Source: Mediaradar)

Despite a challenging market environment in 2024, we identified and acted on several areas of opportunity. Notably, we made progress in the Middle East, securing new advertisers in the region such as FII Institute, HSBC and Arabian Gulf. Furthermore, we experienced growth across premium sectors outside of our core business and finance verticals, including travel, property, and luxury goods. Revenue from these verticals rose significantly from £1.0 million in 2023 to £2.8 million in 2024, including names such as BOSS, Tag Heuer and Avocado Green Brands.

In 2024, we had 303 active advertisers, down from 371 in the previous year. However, this does not mean that those advertisers who did not spend with Dianomi are no longer clients. Most of them remain engaged with our business, and we anticipate that, when the timing is right for them, they will return to our platform. Reflecting the weaker demand environment, average spend across the top 100 advertisers on the platform dipped slightly to £219k per annum versus £227k in the prior year.

Post the year end we have also signed a partnership with Microsoft Monetise which will provide access to the 0.5 million plus advertisers across 170 countries that they work with. The partnership will enable these advertisers to bid into our publisher inventory, subject to the advertiser being of suitable type and quality to ensure the premium nature of our platform remains unaffected. 

Our premium publisher base remained stable in 2024 at 341 active publishers compared to 340 in the previous year. Importantly, most of the 24 new publishers added in 2024 were outside of the Apple News network and therefore typically deliver higher RPCs. Noteworthy additions include Fox Business and Euronews, relationships we hope to build upon during the current year and beyond.

During the year under review, while traffic volumes increased 3.9%, CTR declined 9% which meant that despite spend across our advertising base reducing, revenue per click ("RPC") remained broadly level at 54 pence vs 55 pence in 2023, helped by an improvement in publisher mix with a smaller number of impressions coming from Apple News publishers.

During the year we signed a new agreement with a leading US financial news aggregator to test integrating bespoke format ads onto their site. The test was a success, but, due to changes on their side, a permanent integration would involve a significant amount of technical investment and time, which we believe is currently better spent focused on other projects such as the Microsoft Monetise partnership outlined above. A permanent integration remains in our pipeline for 2025.

Post year end we secured two major publishing contracts; an expanded contract with CNN covering the entire site in addition to CNN Business, and a new relationship the Associated Press, a globally respected, independent news organisation which we expect will become one of our top ten publishers. We believe these wins each represent a further positive endorsement of Dianomi's offering.

To leverage our expanded advertising capabilities and publisher inventory, we are accelerating investment into our sales teams, aligning specialisations with key verticals such as travel, automotive, technology, property and luxury goods, beyond our traditional focus on business and finance.

We also advanced our privacy-first targeting strategy. Advertisers can now target Dianomi contextual audiences based on curated publisher lists, contextual keywords and keyword phrase targeting, first-party data and Dianomi's extensive historical campaign data to optimize performance. These audiences align with high value segments such as C-suite executives, IT decision-makers, retirees, professional investors and property investors.

Dianomi currently offers 20 ready-to-activate audience segments, with custom audience building capabilities for niche targeting. As of Q3 2024 nearly 6% of overall ad spend on our platform is allocated to contextual audience targeting, and we anticipate strong growth in this area throughout 2025.

To further support our verticalised approach, we introduced Dianomi Insights™, a powerful analytics tool that helps advertisers understand how their media coverage compares with industry peers. Brands invest heavily in PR and content marketing, yet not all media mentions carry equal weight. Dianomi Insights reveals which mentions are actually being read, and by whom, offering valuable, actionable intelligence. Organised by vertical, this tool equips our sales team with powerful, data-driven insights previously unavailable to advertisers. We believe this will help with both retention and increasing our share of an advertiser's overall marketing spend as well as provide a hook for advertisers we have not previously worked with.

Adoption of AI

Dianomi is actively exploring how AI can enhance operations across the business. In 2024, we successfully integrated Gong.io, a sales intelligence platform that analyses customer interactions such as calls, emails and meetings, to uncover buying signals, objections, and winning behaviours. This has enabled our sales team to sharpen their pitches, better understand client needs, and replicate successful strategies across the organisation. In addition, our engineering team began working with Cursor, an AI development tool that streamlines workflows and provides real-time insights. This initiative is helping to optimise the development of our platform and boost overall efficiency.

We continue to look at ways that AI can benefit the business to bring operational efficiency gains, giving our teams more opportunity to focus on areas that will help to drive progress and growth across the business.

Financial review

Revenue decreased 7% to £28.0 million (2023: £30.2 million) largely due to a weaker demand environment despite the improvement in traffic levels. 

Reflecting the softer demand, programmatic revenue fell slightly in the year to £1.6 million (2023: £1.8 million), although this is expected to pick up in 2025 with broader format offerings and expanded publisher relationships.

Gross margin improved to 26.1%, up from 24.7% in 2023. This was driven by a contract amendment with a key publisher which resulted in a one-off cost of £0.8 million in 2023. In exchange, Dianomi received an enhanced revenue share as from 1 July 2023 until 31 December 2024, boosting margins in 2024. As a result, gross profit remained relatively steady at £7.3 million (2023: £7.5 million) despite lower overall revenue. A new contract has been signed with the publisher for 2025, with the revenue share to Dianomi reverting to previous levels which is lower than the average across the Group's publisher base and which we expect to lead to a small reduction in overall gross margin in 2025.

At the adjusted EBITDA[1] level we recorded a loss of £0.3 million, an improvement on the previous year's loss of £0.4 million. Adjusted[2] loss per share of 1.06 pence (2023: loss of 3.10 pence). Statutory profit per share was 1.40 pence (2023: loss of 9.71 pence).

We continue to maintain a robust financial position, ending 2024 with cash of £8.8 million and no borrowings.

The Board is not proposing to recommend a dividend at this time, choosing instead to invest in key sales team hires in order to bring our new technical capabilities to the market through a vertical approach.

Outlook

I would like to begin by sincerely thanking our entire team for their dedication and contribution throughout 2024. Much of our work last year laid the foundation for long-term growth, and we are now well positioned to capitalise on this work.

Increased investment in people, especially within the sales function, will increase our cost-base and reduce profitability in 2025 as we anticipate a ramp-up period before newly onboarded sales personnel begin to contribute meaningfully to revenue generation. However, we expect their impact on revenue to increase steadily over time as they become fully integrated and productive, driving sales growth into 2026 and beyond. We also anticipate a small reduction in gross margin reflecting new publisher agreements with lower-than-average revenue shares and the end of the enhanced revenue share with one of our largest publishers which benefitted gross margin in 2024. However, these new deals are with larger publishers who offer the potential to do much higher volumes thereby decreasing margin but providing the opportunity to increase revenue and overall profit.

Looking ahead, Dianomi is well positioned to capitalize on the forecast increase of 8-10% in digital ad spending in the US, which is expected to exceed $325 billion in 2025. Financial services, the Group's main sector, is projected to spend $33.81 billion[3]. Dianomi's current share of this spend is small, providing ample opportunity for growth.

While the first four months have been marked by heightened macroeconomic uncertainty, fluctuating publisher traffic, and slower advertiser budget commitments, we are encouraged by the solid progress we are making. We have successfully secured two major new publisher partnerships, broadening our reach and strengthening our platform. In parallel, we have invested in the expansion of our sales team across new verticals and are confident this will position the business to capture emerging opportunities and drive future growth. However, as the new publisher partnerships are yet to commence, and due to the slower start to the year, ongoing macroeconomic challenges and foreign exchange headwinds, we expect revenue for the first half of the year to be lower than that of the first half of 2024. 

Despite the external challenges, we remain confident in our strategy and believe there is significant potential ahead to deliver sustained value.

Financial Review

* In order to provide better clarity to the underlying performance of the Group, Dianomi uses adjusted EBITDA and adjusted EPS as alternative performance measures. Please refer to notes 7 and 12 for further details. 

Basis of Preparation

The financial statements, for the year ended 31 December 2024 together with the comparative period data for the year ended 31 December 2023, are prepared in accordance with International Financial Reporting Standards adopted by the UK.

Revenue

Revenue decreased 7.3% to £28.0 million (2023: £30.2 million), predominantly due to lower levels of demand across our advertiser base.

RPC overall remained broadly steady at 54 pence vs 55 pence in 2023. Whilst impressions from Apple News publishers decreased from 19.8 billion in 2023 to 18.6 billion in 2024, Apple News RPC increased to 22.6 pence in 2024 s 22.1 pence in 2023. Impressions from non-Apple News publishers increased to 25.9 billion in 2024 from 21.6 billion, in 2023, however RPC from these publishers decreased to 89.6 pence in 2024 from 95.7 pence in 2023.

With the decision last year to enable lifestyle advertisers across the Group's entire publisher base, both financial and lifestyle, revenue from the Group's lifestyle segment is now presented by advertiser rather than by publisher. Revenue from lifestyle advertisers increased from £1.0 million in 2023 to £2.8 million in 2024.

Gross profit and margin

Gross profit represents the Group's share of revenue from publishers under the terms of the revenue share agreements that the Group has with them. Gross profit remained relatively stable at £7.3 million (2023: £7.5 million), but with an improved gross margin of 26.1% (2023: 24.7%). The lower gross margin in 2023 was largely due to the one-off cost of £0.8 million relating to a contract amendment with one of the Group's largest publishers which resulted from minimum guaranteed traffic levels not being met by the publisher. The one-off cost was in effect an overpayment by Dianomi which Dianomi agreed not to recoup in return for an enhanced revenue share as from July 2023 to December 2024 which helped to improve the overall gross margin during 2024. A new contract has been signed with the publisher for 2025, with the revenue share to Dianomi reverting to previous levels, which is lower than the average across the Group's publisher base and which we expect to lead to a small reduction in overall gross margin in 2025.

Administrative expenses

Administrative expenses decreased to £7.1 million in the year to 31 December 2024 from £8.3 million in 2023 following the reorganisation in 2023 to rationalise the Group's cost base. Staff costs constitute the largest proportion of administrative expenses and decreased to £4.1 million compared to £4.5 million in 2023. Also included in administrative expenses was a share-based payment credit of £0.7 million (2023: charge of £0.3 million). As at 31 December 2024, it was considered unlikely that the performance criteria relating to the share options in issue would be met, therefore the share-based payment charges recognised in previous years relating to these share options have been reversed.

The Group does not capitalise costs relating to the ongoing support and development of its platform, these are included within administrative expenses as they relate to the maintenance and enhancement of its ongoing operations and therefore do not meet the capitalisation criteria.

Group profitability

The Group generated a loss at adjusted EBITDA level of £0.3 million compared to a loss of £0.4 million in 2023 with the improvement due to the lower cost base. To provide a better guide to the underlying business performance, adjusted EBITDA excludes share-based payments and credits, other, non-recurring income and costs relating to the reorganisation in 2023 along with depreciation, amortisation, interest and tax from the measure of profit.

The Group made a profit before tax of £0.3 million and a profit after tax of £0.4 million (2023: loss of £1.8 million and loss of £2.9 million respectively). The higher losses in 2023 were due to the one-off costs of £1.1 million relating to the reorganisation and a higher tax charge as a result of the derecognition of the deferred tax asset previously recognised. In addition, in 2024 there was a share-based payment credit of £0.7 million as detailed above.

Net finance income

Net finance income remained steady at £0.1 million (2023: £0.1 million), reflecting the higher interest rate environment. The Group is debt-free and has no interest rate exposure on debt.

Taxation

The Group had a tax credit for the year ended 31 December 2024 of £81k (2023: £1.1 million) representing the tax payable in relation to the Group's US subsidiary net of R&D tax credits for prior years. The charge for 2023 also included a charge relating to the derecognition of the deferred tax asset. For further detail on taxation see notes 10 and 11 of the Financial Statements. Adjusted loss after tax, used in calculating adjusted earnings per share, is shown after adjustments for the applicable tax on adjusting items as set out in notes 7 and 12.

Earnings per share

Profit per share for the year ended 31 December 2024 was 1.40 pence (2023: loss of 9.71 pence). Adjusted loss per share was 1.06 pence (2023: loss of 3.10 pence). Adjusting items and their tax impacts are set out in note 12.

Diluted profit per share for the year ended 31 December 2024 was 1.40 pence (2023: loss of 9.71 pence). Adjusted diluted loss per share was 1.06 pence (2023: loss of 3.10 pence). As at 31 December 2024, 1,376,983 share options were outstanding (31 December 2023: 1,420,017) with the decrease due to certain option holders having left the business during the year. However, it is unlikely that the performance criteria for the share options in issue will be met meaning that the share options will not vest.

Statement of Financial Position

Net assets as at 31 December 2024 totalled £8.4 million (31 December 2023: £8.6 million). Trade receivables decreased to £6.2 million (31 December 2023: £8.1 million) and trade creditors decreased to £3.4 million as at 31 December 2024 (31 December 2023: £4.2 million). Accruals, which predominantly reflect the payments due to the Group's publisher partners, which have not yet been invoiced increased to £3.7 million as at 31 December 2024 from £3.0 million as at 31 December 2023.

The Group's net cash position increased 14.3% to £8.8 million as at 31 December 2024 (31 December 2023: £7.7 million) with cash generated from operations of £1.2 million vs an outflow of £3.2 million in 2023, with the outflow being attributable to, inter alia, the one-off costs related to the restructuring, the amount of US tax paid and higher level of debtors at the year end.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Non-current assets

Current assets

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from operating activities

Cash flows from investing activity

Cash flows from financing activities

NOTES TO THE FINANCIAL STATEMENTS

1. General information

Dianomi plc (the "Company") and its subsidiaries' (together the "Group") principal activity is the delivery of premium native advertising for the financial services, technology, corporate and lifestyle sectors. The Company was incorporated on 16 August 2002 in England and Wales as a private company limited by shares under the name Data-ID Limited. On 17 December 2002, the Company changed its name to Dianomi Limited. On 17 May 2021, the Company re-registered as a public limited company and changed its name to Dianomi plc.

The address of the registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR and the limited company number is 04513809.

2. Basis of preparation and material accounting policies

2.1. Basis of preparation

The financial statements for the year ended 31 December 2024 have been prepared in accordance with the historical cost convention and with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK adopted International Financial Reporting International Financial Reporting Standards (IFRSs).

The profit before charging interest, tax, depreciation, amortisation, share-based payment charges, other, non-recurring income and exceptional costs (adjusted EBITDA) is presented in the income statement as the Directors consider this performance measure provides a more accurate indication of the underlying performance of the Company and is commonly used by City analysts and investors.

The preparation of financial statements requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the financial information, are disclosed in note 3.

The presentational and functional currency of the Company is sterling. Results in these financial statements have been prepared to the nearest £1,000.

The results shown for the year ended 31 December 2024 and 31 December 2023 are audited. The consolidated financial information contained in this announcement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts of the Company in respect of the financial year ended 31 December 2024 were approved by the Board of directors on 18 May 2025 and will be delivered to the Registrar of Companies in due course. The report of the auditors on those accounts was unqualified and did not contain an emphasis of matter paragraph nor any statement under Section 498 of the Companies Act 2006.

2.2. Basis of consolidation

The consolidated financial information incorporates the financial information of Dianomi Plc and all of its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control, being Dianomi Inc. and Dianomi Pty Ltd. The Group controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

2.3. Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. At 31 December 2024 the Group had cash and cash equivalents of £8.8 million (2023: £7.7 million) and net assets of £8.4 million (2023: £8.6 million). The Group has no debt outstanding or facilities in place (2023: £nil).

The Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts are challenged by various downside scenarios such as the loss of a major publisher, margin erosion or no new business to stress test the estimated future cash position. The Directors are pleased to note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.

2.4. Material accounting policies

2.4.1. Revenue

The Group's customers are direct advertisers, affiliate advertisers and advertising agencies with whom the Group will enter into a contract or insertion order.

The Group generates revenue by charging advertisers for advertising campaigns delivered through its platform. The customer's total spend on advertising is determined by multiplying an agreed performance metric option, such as cost per mil (CPM), cost per impression (CPI), cost per click (CPC) or cost per action (CPA) with the volumes of units delivered. Revenue is recognised on completion of the performance criteria which, in most cases, is when an internet user clicks through to an advertisement that has been displayed on a web page.

Where advanced payments are made in advance of satisfying the performance obligation, these amounts are transferred to deferred revenue (contract liabilities) and recognised when the performance obligation has been met.

The Group's payment terms vary between 30 to 120 days of receipt of invoice dependent on advertiser.

The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.

2.4.2. Cost of sales

Cost of sales represents the direct expenses that are attributable to the services sold. They consist primarily of payments to publishers under the terms of the revenue share agreements that the Group has with them. Depending on the terms of the revenue share agreements, cost of sales can include commissions where applicable.

In limited instances, the Company incurs costs with publishers based on a guaranteed minimum rate of payment from the Company in exchange for guaranteed placement of the Company's promoted recommendations on specified portions of the publisher's online properties. These guaranteed rates are typically either a minimum monthly payment or a minimum CPM and are recognised as an expense as incurred.

2.4.3. Taxation

Current tax is the tax currently payable based on the taxable profit for the year. The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset.

The Group's US subsidiary does not charge US sales tax on its services as it provides non-taxable services.

Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.

2.4.4. Development costs

Costs relating to the maintenance and enhancement of the Group's ongoing operations are recognised as an expense in profit and loss as incurred. Expenditure on development activities is recognised as an intangible asset when the Group can demonstrate: the technical feasibility of completing the asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development.

2.4.5. Foreign currency translation

a) Function and presentational currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial information is presented in 'sterling', which is the Company's functional currency and the Group's presentation currency. On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. 

2.4.6. Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

2.4.7. Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not a fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. All financial instruments held are classified as loans and receivables.

a) Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

b) Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognised as revenue when the performance obligation has been met.

c) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest method, less any impairment losses.

d) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

e) Derivative financial instruments

Derivative financial instruments comprise economic hedges. Hedge accounting is not applied to derivative instruments that economically hedge financial assets and liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognized in profit or loss under financing income or expenses

2.4.8. Leases

The Group leases property in the UK, US and Australia.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

- Leases of low value assets; and

- Leases with a duration of less than twelve months.

These leases are recognised as an expense on a straight-line basis over the term of the lease.

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used. This was 5.5 per cent. in 2024 and 3.0 per cent. in 2023 respectively. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

- Lease payments made at or before commencement of the lease;

- Initial direct costs incurred; and

- The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.

2.4.9. Earnings per share

The Group presents basic and diluted earnings per share on an IFRS basis. In calculating the weighted average number of shares outstanding during the period, any share restructuring is adjusted to allow comparability with other periods. The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, which arise from share options outstanding.

2.4.10. Financing income and expenses

Financing expenses comprise interest payable, finance charges on shares classified as liabilities and leases recognised in the income statement using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the statement of comprehensive income.

Financing income includes interest receivable on funds invested. Interest income and interest payable are recognised in the statement of comprehensive income as they accrue, using the effective interest method.

2.4.11. Reorganisation costs

Items which are material because of their size or nature and which are non-recurring are highlighted separately on the face of the consolidated statement of comprehensive income. The separate reporting of exceptional items helps provide a better picture of the Group's underlying performance. Items which have been included within this category are the costs relating the reorganisation which took place in 2023.

Reorganisation costs are excluded from the headline profit measures used by the Group and are highlighted separately in the consolidated statement of comprehensive income as management believe that they need to be considered separately to gain an understanding the underlying profitability of the trading businesses.

2.4.12. Employee benefits

Post-retirement benefits

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in administrative expenses in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments 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.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. If a modification results in a reduction in the number of options granted, then this results in an acceleration of the vesting period and therefore any amount unrecognised that would otherwise have been charged is charged to profit or loss immediately.

The Black-Scholes option pricing model is used to value the equity-settled share-based payment awards as it is considered that this approach would result in a materially accurate estimate of the fair value of the options granted.

2.5. Standards issued but not yet effective

The IASB and IFRIC have issued the following relevant standards and interpretations with effective dates as noted below:

The new standards, listed above, are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

2.6. Alternative performance measures

In order to provide better clarity to the underlying performance of the Group, adjusted EBITDA and adjusted earnings per share are used as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes from operating profit non-cash depreciation, share-based payment charges, other, non-recurring income and non-recurring exceptional costs. Adjusted EPS excludes from profit after tax share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts. Please refer to note 7 for reconciliations to Alternative Performance Measures ("APMs").

3. Judgements and key sources of estimation uncertainty

The preparation of the consolidated financial information requires the Directors to make estimates and judgements that affect the reported amounts of assets, liabilities, costs and revenue in the consolidated financial information. Actual results could differ from these estimates. The judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the consolidated financial information are:

Estimations:

- Share-based payments: the Group measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted and requires assumptions to be made in particular the value of the shares at the date of options granted. Management have had to apply judgement when selecting assumptions.

- Receivables provision: the Group reviews the amount of credit loss associated with its trade receivables, intercompany receivables and other receivables based on historical default rates as well as forward looking estimates that consider current and forecast credit conditions.

Judgements:

- Deferred tax: the extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.

- Going concern: The financial statements have been prepared on the going concern basis based on a judgement by the Directors that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future, being a period of at least 18 months from the date of signing these financial statements. In this context, the Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts were challenged by various downside scenarios to stress test the estimated future cash position. The Directors note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.

- Treatment of costs incurred in relation to the reorganisation: The Group recorded significant one-off costs in respect of the reorganisation undertaken in the year ended 31 December 2023 including consultancy, legal and employee settlement costs. The Directors reviewed the reasonableness and inclusion of these items in operating adjusted items and the disclosures in the Annual Report.

4. Revenue

Revenue arises from:

5. Operating segments

The Group is operated as one global business by its executive team, with key decisions made by the same leaders irrespective of the geography where work for clients is carried out. The Directors consider that the geographies where the Group operates have similar economic and operating characteristics and the products and services provided in each region are all related to premium native advertising. Management therefore consider that the Group has one operating segment. The Group report is presented to the Board as a single segment and is consistent with the financial statements. As such, no additional disclosure has been recorded under IFRS 8.

6. Administrative expenses

During the year the Group obtained the following services from the Company's auditors as detailed below:

7. Reconciliations to alternative profit measures

In order to provide better clarity to the underlying performance of the Group, Dianomi uses adjusted EBITDA and adjusted earnings per share as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes non-cash depreciation charges, share-based payment charges, other, non-recurring income and non-recurring exceptional costs from operating losses. Adjusted EPS excludes share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts from profit after tax.

The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted loss before tax from loss before tax.

The table below sets out the reconciliation of the Group's adjusted loss after tax to adjusted loss before tax.

Adjusted loss after tax is used in calculating adjusted basic and adjusted diluted EPS. Adjusted loss after tax is stated before adjusting items and their associated tax effects. Adjusted EPS is calculated by dividing the adjusted loss after tax for the period attributable to Ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted loss after tax by the weighted average number of shares adjusted for the impact of potential ordinary shares. Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 12 for further detail.

8. Employee information

The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:

The aggregate payroll costs of these persons (including directors) were as follows:

A defined contribution pension scheme is operated by a third party and the Group pays contributions on behalf of the employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund. Contributions amounting to £nil were payable to the fund at the end of 2024 (2023: £nil).

Key management personnel include employees across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel are considered to be the executive directors of the Group and details regarding their remuneration are set out below:

[1] Raphael Queisser and Robert Cabell de Marcellus stepped down from the board and from their positions as COO and CTO respectively on 15 March 2023.

The highest paid director received remuneration of £233k (2023: £203k). No share options were exercised by the directors in the year (2023: nil).

9. Finance income and expense

10. Taxation

Reconciliation of tax expense

The tax assessed on the loss on ordinary activities for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK of 25.0% (2023: 23.52%[1]).

[1] the standard rate of corporation tax in the UK increased from 19.0% to 25.0% in April 2023 hence a blended rate of 23.52% was used for 2023.

11. Deferred tax

The value of the unrecognised tax losses as at 31 December 2024 was £11.6 million (2023: £11.1 million). The value of the deferred tax asset not recognised as at 31 December 2024 was £2.9 million (2023: £2.8 million).

As at 31 December 2024, the timing as to when the Company's losses would be utilised was still considered uncertain, hence no deferred tax asset has been recognised.

12. Earnings/(loss) per share

The Group presents non-adjusted and adjusted basic and diluted earnings/(loss) per share (EPS/LPS) for its ordinary shares. Basic LPS is calculated by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS/LPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of ordinary shares used in the diluted EPS/LPS calculation is inclusive of the number of share options that are expected to vest subject to performance criteria as appropriate, being met.

The loss and weighted average number of shares used in the calculations are set out below:

During the year to 31 December 2024, the weighted average number of options in issue was 1,407,337. However, as at 31 December 2024, it was considered unlikely that the performance criteria connected to these options will be met, hence the options are not expected to vest and therefore are not considered to be dilutive.

13. Right-of-use assets

In December 2023 the Company entered into a 12-month lease for the London office premises which commenced on 1 January 2024 and under which total payments due were £0.2 million. Lease liabilities in respect of right-of-use assets were nil as at 31 December 2024 (2023: nil). The discount rate used in determining the present value of the lease liability was 5.5% (2023: 3%). The interest expense recognised in the statement of comprehensive income for the year ended 31 December 2024 was £5k (2023: £3k). In December 2024 the Company entered into a new 12-month lease agreement for its serviced office premises in London which commenced 1 January 2025.

14. Subsidiaries 

The undertakings in which the Group's interest at the year-end is 20 per cent. or more are as follows:

The registered office of Dianomi Inc is Corporate Service Bureau Inc., 28 Old Rudnick Lane, Dover, Delaware,19901. The registered office of Dianomi PTY is ALM Williams Partners, Level 2, 570 St Kilda Road, Melbourne, VIC 3004.

15. Trade and other receivables

All the trade receivables were non-interest bearing and receivable under normal commercial terms. The directors consider that the carrying value of trade and other receivables approximates to their fair value.

The loan receivable balance in 2023 relate to a loan owed from Buckingham Gate Financial Services Limited, a shareholder and related party. The loan accrued annual interest at 4% and has now been fully repaid.

The expected credit loss on trade and other receivables was not material at the current or prior year end. For analysis of the maximum exposure to credit risk, please refer to note 20.

The impairment loss recognised in the income statement for the period in respect of bad and doubtful trade receivables was £33k (2023: £35k).

The ageing of trade receivables is detailed below:

As at 31 December 2024

As at 31 December 2023

16. Cash and cash equivalents

Cash at bank earns interest at floating rates based on bank deposit rates.

17. Trade and other payables

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

18. Lease liabilities

The Group leases an office building in London for use by its staff. The discount rate used in determining the present value of lease liabilities was the Group's incremental borrowing rate of 5.5% (2023: 3%). The interest expense recognised in the consolidated statement of comprehensive income for the year ended 31 December 2024 was £5k (2023: £3k). Payments of £244k (2023: £222k) in respect of rental payments paying down lease liabilities have been recognised in the consolidated statement of cash flows. In December 2024 the Company entered into a new 12-month lease agreement for its serviced office premises in London which commenced 1 January 2025.

The office leases in the US and Australia are considered short term. The total amount recorded in the consolidated statement of comprehensive income in respect of short-term leases is £147k (2023: £145k). Remaining commitments on short term leases are recorded below.

19. Financial instruments

The Group's and Company's financial instruments may be analysed as follows:

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised a fair value loss of £nil (2023: £nil).

20. Financial risk management

The Group and Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified as loans and receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Generally, the Group's and Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

Credit risk is the risk of financial risk to the Group and Company if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's and Company's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's and Company's trade and other receivables are actively monitored. The ageing profile of trade receivables is monitored regularly by the Chief Financial Officer. Any debtors over 60 days are individually reviewed by the Chief Financial Officer every month and explanations sought for any balances that have not been recovered. A summary of significant trade and other receivables is provided to the Directors on a monthly basis and any issues are brought to their attention.

Unbilled revenue is recognised by the Group and Company only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

The Directors are of the opinion that there is no material credit risk at group level.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities.

The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

Contractual maturities of financial liabilities:

Interest rate risk

As at 31 December 2024 and 2023 the Group has no interest rate risk exposure as the Group had no debt outstanding.

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars and Australian Dollars. The Group monitors exchange rate movements closely and occasionally enters into forward contract agreements to hedge against the potential volatility of unfavourable foreign exchange rates. The Group ensures adequate funds are maintained in appropriate currencies to meet known liabilities. The Group also has trade receivable balances in foreign currency and monitors the potential effect of any exchange rate movements on these balances.

The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:

The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.

The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

Fair value of financial instruments

The fair values of all financial assets and liabilities approximates their carrying value.

Capital risk management policy

The Group's capital management objectives are:

· to ensure the Group's ability to continue as a going concern in order to continue to provide returns for shareholders and benefits for other stakeholders

· maintain an optimal capital structure to reduce the cost of capital