Final Results

Dianomi PLC

29 May 2026

 

29 May 2026

Dianomi plc

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

Final Results for the year ended 31 December 2025

Dianomi, a leading provider of 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 2025.

Financial Headlines

·     Revenue resilient at £27.4 million (FY24: £28.0 million) despite a cautious advertising market. At constant currency revenue would have been £28.1 million, with the difference due to the strengthening of GBP vs USD during the year;

·      Gross margin increased to 27.1% (FY24: 26.1%) reflecting operational optimisation;

·     Adjusted EBITDA^[1] loss maintained at £0.3 million (FY24: loss of £0.3 million), despite continued investment in sales, product development and AI capabilities;

·      Adjusted loss per share^[2] of 2.99 pence (FY24: loss of 1.06 pence); and

·      Strong balance sheet maintained with no borrowings and cash of £5.8 million at 31 December 2025.

Operating Headlines

·      Returned to growth and profitability in the second half of the year with improved trading momentum entering 2026;

·     Continued expansion of relationships with premium global publishers including CNN and Associated Press both in year and post year end;

·      Publisher churn remained low at just 2.9%^[3], reflecting the strength and longevity of publisher partnerships;

·      Average revenue per click increased 7.4% to £0.58, reflecting strong advertiser demand for premium, brand-safe inventory;

·      Continued to attract leading global brands to the platform including Dropbox, Pictet Asset Management and KeyBank;

·   Continued development of Dianomi Insights, the Group's proprietary media analytics platform for advertisers and Dianomi Audiences, the Group's audience targeting solution;

·      Programmatic revenue increased to £1.7 million (FY24: £1.6 million);

·      Expanded commercial leadership team with three senior appointments, including a new Global Head of Sales post year-end; and

·      Announced partnership with AI media infrastructure company Dappier in March 2026 to launch an AI-powered financial answers engine for publishers.

Rupert Hodson, CEO of Dianomi commented:

"Despite a cautious advertising market, Dianomi delivered a resilient performance in 2025, with trading strengthening through the year as we returned to growth and profitability in the second half.

During the year we continued to invest in our platform, commercial capabilities and product offering, while also expanding relationships with leading global publishers including CNN and Associated Press. Our recently announced partnership with Dappier demonstrates how we are evolving our AI capabilities to create new monetisation opportunities for publishers and advertisers.

We entered 2026 with improved momentum and remain well positioned to capitalise on the opportunities emerging across premium digital publishing and AI-driven advertising."

^[1] Calculated as profit after tax before charging interest, tax, depreciation and amortisation in the financial year, adjusted for a share-based payment credit in 2024, and a non-recurring write off of an other receivable in 2025. 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 share-based payment credit and non-recurring costs.

^[3] Calculated on a revenue basis, looking at publishers lost in the previous 12 months.

For further information contact:

Dianomi Rupert Hodson (Chief Executive Officer) Charlotte Stranner (Chief Financial Officer)	Tel: [phone]
Panmure Liberum (NOMAD and Broker) Emma Earl, Corporate Finance Rupert Dearden, Corporate Broking	Tel: [phone]
Novella Communications Tim Robertson	Tel: [phone]

About Dianomi

Dianomi, established in 2003, is a leading provider of 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 advertisements to a targeted audience on the desktop and mobile websites, mobile and tablet applications of premium publishers. It provides premium advertisers, including blue chip names such as Charles Schwab, Invesco and Bank of America, with access to an international audience of over 400 million devices per month through its partnerships with over 300 premium publishers, including blue chip names such as Reuters, CNN Business, the Times 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.

Chairman's Statement

Dianomi delivered a resilient performance in 2025 against a backdrop of continued macroeconomic uncertainty and a cautious advertising market. While revenues were broadly stable year-on-year, the Group achieved a meaningful improvement in gross margin and returned to growth and profitability in the second half, reflecting both the inherent strength of the platform and the actions taken during the year.

At the core of Dianomi is a highly differentiated digital advertising platform, built over more than 20 years, which connects premium advertisers with affluent global audiences through long-standing relationships with leading publishers. This well-established and trusted ecosystem remains a key competitive advantage and underpins the Board's confidence in the Group's long-term prospects.

During the year, the Group continued to invest in its platform, product capabilities and commercial team, positioning the business to capture a greater share of the digital advertising market over time. While advertiser decision-making remained cautious, the Group maintained a stable advertiser base and continued to attract new premium brands to the platform such as Legal and General, UBS and LaSalle Investment Management.

The strength of Dianomi's proposition is also reflected in the continued expansion of its publisher partnerships. In particular, the extension of relationships with CNN and Associated Press, both during and after the year, demonstrates the value of the platform to tier-one publishers and provides a clear opportunity for future growth. A further testament to Dianomi's relationships with its publishers is highlighted by publisher churn remaining low at just 2.9%^[3], reflecting the strength and longevity of these partnerships.

The Group has also made good progress in broadening its product offering. The transition from a predominantly native advertising model to a multi-format platform supporting a wider product range is well advanced and is expected to lead to improved monetisation and margin over time. Dianomi Insights, Dianomi Interactive and Dianomi Audiences are all new products. Each of which are pro-actively expanding our interaction with publishers and advertisers offering new solutions to the commercial challenges they are looking to address. Furthermore, post-year end, we announced a new partnership with AI media Infrastructure firm Dappier to launch an AI powered financial answers engine designed for premium publisher websites, which has led to immediate high-level engagement with advertisers and publishers.

Looking ahead, while macroeconomic conditions remain uncertain, the Board is encouraged by the improved trading performance in the second half of 2025 and the momentum carried into the new financial year. The Board remains confident in the Group's strategy and its ability to deliver sustainable growth over the medium term.

Chief Executive's Statement

Introduction

2025 was a year of progress in a subdued market that is continuing to adapt to new technologies. Against this backdrop, we remained focused on our core strengths whilst also investing for the future through deepening relationships with premium publishers and advertisers, broadening our innovative product suite, and investing in the commercial and technical capabilities. These actions strengthened the business during the year, and the Group delivered a clear improvement in the second half, returning to growth and profitability. As a result, we entered 2026 with improved momentum and a clearer opportunity set.

Operational and Commercial Review

A key feature of the year was lower traffic across parts of the digital publishing market. Impressions on the Dianomi platform declined by 14.1% to 39.1 billion and average monthly unique devices reduced by 13.5% to 424 million despite the number of publishers remaining level at 341. The decrease in impressions and devices primarily reflected lower readership levels at certain non-subscription publishers as audiences increasingly consumed content through AI-generated summaries and so-called zero-click search results, rather than clicking through to full articles on publisher sites.

Importantly, we do not view this as a deterioration in the quality of our publisher base. Our premium publishing partners continue to attract loyal, high-value audiences, and the resilience of those relationships remains one of Dianomi's core strengths. Indeed, in an environment where traffic is under pressure across much of the open web, premium publishers are increasingly focused on trusted monetisation partners, like Dianomi, who can enhance the quality of their publications through strong advertiser demand, brand safety and premium advertising. This was demonstrated by the Group's continued expansion of relationships with leading global publishers. In particular, CNN and Associated Press both extended Dianomi's footprint across broader areas of their platforms during the course of the year, and further expansion was agreed post year end, materially increasing the opportunity available to us, with the benefits expected to flow from Q2 FY26 onwards.

On the advertiser side, against a cautious advertising backdrop, the business delivered improved monetisation. Average revenue per click increased by 7.4% to £0.58, reflecting the value advertisers continue to place on premium, brand-safe environments, together with the benefits of product mix and operational optimisation. This stronger monetisation helped offset the traffic-related headwinds. Our advertiser base remained stable overall and we attracted a significant number of new premium advertisers during the year including Dropbox, Pictet Asset Management and Keybank. Average spend for the top 100 advertisers was unchanged from the previous year at £219k.

We also continued to execute on our strategy to broaden Dianomi from a predominantly native-only offering to a multi-format digital advertising platform. During the year we developed Dianomi Audiences, being buyable audiences built using curated publisher lists, contextual keyword targeting, and Dianomi's 1st-party historical campaign data to optimize performance and Dianomi Insights, an analytics tool designed to help brands view how their media coverage truly compares with industry peers. Both of these new offerings enhance our proposition to advertisers and publishers. In 2025, advertising revenues of £3.0 million were generated by advertisers using Dianomi Audiences to assist with their campaigns. Dianomi Insights is currently offered as a value-added service, and we are exploring opportunities to monetise this product over time.

Progress was also made on building our programmatic capabilities and revenue from this channel increased to £1.7 million (FY24: £1.6 million).

One of the new verticals where we see opportunity is affiliate advertising. Historically this sector focused on paying publishers purely on a cost per sale basis, but with a recent expansion into cost per click advertising and focus on performance marketing, it has now become a natural opportunity for the Group. Dianomi has formed strong working relationships with leading players such as Rakuten and Awin and this vertical generated revenue of £0.5 million in the year from a standing start.

People

To support our full-service strategy, we continued to invest in both our demand and supply teams, broadening our reach beyond business and finance into a wider range of industry verticals. During the year, we welcomed two senior hires: a Director of Luxury & Lifestyle Partnerships and a Global Head of Publisher Partnerships. Post year end, we also appointed a new Global Head of Sales. Together, these appointments strengthen our leadership team, support greater collaboration across the UK, US and APAC, and enhance our ability to drive growth across both the demand and supply sides of the business.

AI

AI is reshaping both how audiences consume content and how publishers monetise it. While that shift has contributed to traffic headwinds in parts of the market, it also creates opportunity. During the year the engineering team developed an AI-driven bidder trained on years of Dianomi campaign click data. A cascade of deep neural network models is used to select the best ad and compute an optimal bid at the per-request level. This combination of our historical data with modern artificial intelligence techniques enables Dianomi to set competitive bids while honouring budget and pacing constraints.

Internally, as part of the efforts to provide greater education access to employees we have spent the last couple of years documenting most product and tech knowledge in a way that an AI agent can now digest and provide answers to non-technical employees about our product and capabilities so they don't have to trawl through hundreds of pages of documentation to find answers. We also, with the help of AI, continue to work on enhancing our categorisation of publisher pages to provide deeper insights for our advertisers about their brands and the sectors they operate in.

Post year end, we announced a new partnership with Dappier, an AI media infrastructure company. Aimed at developing an AI-powered financial answers engine designed to be embedded directly within publisher websites, enabling them to better serve evolving audience behaviours while unlocking new monetisation opportunities.

As AI-driven tools such as AI news summaries and conversational AI chatbots like ChatGPT and Claude reshape how users consume financial information, publishers are increasingly at risk of losing engagement to external environments.

Dianomi and Dappier's AI-powered answers engine combats this issue, by enabling publishers to turn their journalism and extensive archives into content for conversational AI experiences embedded directly on their own sites, enabling readers to ask questions that occur to them as shown in the mobile format example opposite.

Answers are generated from trusted editorial content and critically, delivered within the publisher environment. Doing so retains audiences and enables the AI engine to capture the questions being asked and integrate agentic native advertising directly into the conversational experience, creating a new revenue opportunity for both publishers and financial brands. For publishers this represents an excellent opportunity to capture and monetise financial AI conversations directly on their own sites.

Financial Review

Revenue was broadly level at £27.4 million (2024: £28.0 million), with a clear improvement in the second half of the year, returning to growth and profitability.

Gross margin improved by 100 basis points to 27.1% as a result of ongoing operational optimisations, leading to a year-on-year increase in gross profit to £7.4 million (2024: £7.3 million).

At the adjusted EBITDA^[1] level we recorded a loss of £0.3 million, level with the previous year (2024: £0.3 million) but ahead of previous market forecasts and after planned investment in sales capability, product development and AI-led operational improvements. Adjusted^[2] loss per share of 2.99 pence (2024: loss of 1.06 pence). Statutory loss per share was 3.70 pence (2024: profit of 1.40 pence).

We continue to maintain a robust financial position, ending 2025 with cash of £5.8 million and no borrowings. The Board is not proposing to recommend a dividend at this time.

Outlook

I would like to thank our employees, publisher partners and advertisers for their continued support and commitment. Their contribution remains central to Dianomi's progress.

During 2025, we invested in strengthening our capabilities and expanding our product offering to support the Group's long-term development and position the business for future value creation. The expansion of our partnerships with CNN and Associated Press demonstrates the strength of the Dianomi proposition at the premium end of the market and the trust our partners place in our platform. Our priority in 2026 is on leveraging these opportunities and translating the investments made into further commercial progress.

While the macroeconomic backdrop remains uncertain and advertiser behaviour continues to be measured, we entered 2026 with improved momentum following the stronger second half. We have seen encouraging developments in the early part of the year, and we remain focused on deepening relationships with premium publishers and advertisers, scaling our multi-format and programmatic capabilities, and continuing to innovate in response to changing market dynamics.

Financial Review

	2025	2024	Change
Revenue (£m)	27.4	28.0	(2.1)%
Gross profit (£m)	7.4	7.3	+1.4%
Gross margin	27.1%	26.1%	+100 bps
Adjusted EBITDA* (£m)	(0.3)	(0.3)	£0.0m
(Loss)/profit before tax (£m)	(0.8)	0.3	£(1.1)m
Adjusted LPS * (p)	(2.99)	(1.06)	-1.93p
Net cash (£m)	5.8	8.8	(34.1)%

* In order to provide better clarity to the underlying performance of the Group, Dianomi uses adjusted EBITDA and adjusted LPS as alternative performance measures.

Basis of Preparation

The financial statements, for the year ended 31 December 2025 together with the comparative period data for the year ended 31 December 2024, are prepared in accordance with International Financial Reporting Standards adopted by the UK.

Revenue

Revenue decreased 2.1% to £27.4 million (2024: £28.0 million), predominantly reflecting lower publisher traffic volumes. The strengthening of the British Pound vs the US Dollar during the year as a result of geo-political events also had an impact given 78% of the Group's revenue is generated in the US. Revenue for the year at constant currency would have been £28.1 million. 

Revenue per click ("RPC") increased to 58 pence vs 54 pence in 2024. Whilst impressions from Apple News publishers decreased from 18.6 billion in 2024 to 16.1 billion in 2025, Apple News RPC remained largely unchanged from 22.6 pence in 2024 to 22.5 pence in 2025. Impressions from non-Apple News publishers decreased to 21.7 billion in 2025 from 25.9 billion in 2024, however RPC from these publishers increased to £1.105 pence in 2025 from 89.6 pence in 2024.

Revenue from the Group's lifestyle advertisers remained steady at £2.8 million (2024: £2.8 million).

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 £7.4 million (2024: £7.3 million), but with an improved gross margin of 27.1% (2024: 26.1%). The higher gross margin in 2025 was due to operational optimisations implemented during 2025 which are ongoing hence the higher gross margin is expected to be sustained throughout the current year.

Administrative expenses

Administrative expenses increased to £8.3 million in the year to 31 December 2025 from £7.1 million in 2024 as a result of planned investment in new hires and product development. Staff costs constitute the largest proportion of administrative expenses and increased to £4.3 million compared to £4.2 million in 2024. Included in administrative expenses in 2024 was a share-based payment credit of £0.7 million as a result of it being 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 was reversed. As at 31 December 2025, this view remained unchanged, hence there was no share based payment charge or credit recognised in the year. Included in administrative expenses in 2025 was an amount of £0.2 million relating to the partial write off of a tax receivable settled by the Company on behalf of a former employee in connection with a share option exercise.  

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, the same as the previous year (2024: £0.3 million). To provide a better guide to the underlying business performance, adjusted EBITDA excludes share-based payments and credits and other, non-recurring income along with depreciation, amortisation, interest and tax from the measure of profit.

The Group made a loss before tax of £0.8 million and a loss after tax of £1.1 million (2024: profit of £0.3 million and profit of £0.4 million respectively). The share-based payment credit of £0.7 million in 2024 (2025: £nil) as described above contributed to the profit before and after tax in 2024.

Net finance income

Net finance income remained steady at £0.1 million (2024: £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 charge for the year ended 31 December 2025 of £0.3 million (2024: credit of £81k). The tax charge for 2025 represents the tax payable in relation to the Group's US subsidiary, and the credit in 2024 represented the tax payable in relation to the Group's US subsidiary net of R&D tax credits for prior years.  Adjusted loss after tax, used in calculating adjusted earnings per share, is shown after adjustments for the applicable tax on adjusting items.

Loss per share

Loss per share for the year ended 31 December 2025 was 3.70 pence (2024: profit of 1.40 pence). Adjusted loss per share was 2.99 pence (2024: loss of 1.06 pence).

Diluted loss per share for the year ended 31 December 2025 was 3.70 pence (2024: 1.40 pence). Adjusted diluted loss per share was 2.99 pence (2024: loss of 1.06 pence). As at 31 December 2025, 1,154,441 share options were outstanding (31 December 2024: 1,376,983) 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 are not expected to vest.

Statement of Financial Position

Net assets as at 31 December 2025 totalled £6.8 million (31 December 2024: £8.4 million). Trade receivables increased to £6.7 million (31 December 2024: £6.2 million) and trade creditors decreased to £2.3 million as at 31 December 2025 (31 December 2024: £3.4 million). Accruals, which predominantly reflect the payments due to the Group's publisher partners, which have not yet been invoiced decreased to £3.5 million as at 31 December 2025 from £3.7 million as at 31 December 2024.

The Group's net cash position decreased 34.1% to £5.8 million as at 31 December 2025 (31 December 2024: £8.8 million) with cash used in operations of £2.1 million vs cash generated from operations of £1.2 million in 2024, with the outflow being attributable to, inter alia, the operating loss and the decrease in trade and other payables due to payments to publishers in 2025 who were late to invoice the Company in respect of balances owed relating to 2024. Due to the strengthening of GBP relative to USD during the year, because the Group holds the majority of its cash in USD, there was a foreign exchange loss on the Group's cash position of £0.4 million.

^[1] Calculated as profit after tax before charging interest, tax, depreciation and amortisation in the financial year, adjusted for a share-based payment credit in 2024, and a non-recurring write off of an other receivable in 2025. 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 share-based payment credit and non-recurring costs.

^[3] Calculated on a revenue basis, looking at publishers lost in the previous 12 months.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		Year ended 31 Dec 2025	Year ended 31 Dec 2024
		£000	£000
Note
Revenue	4	27,411	28,049
Cost of sales		(19,973)	(20,719)
		---------------------------------------------------	---------------------------------------------------
Gross profit		7,438	7,330

Administrative expenses	6	(8,331)	(7,104)
----------------------------------------------------				-----------------------------------------------------
Operating (loss)/profit		(893)	226
Depreciation	12	336	239
Other receivable write off	14	213
Share-based payment credit	22	-	(737)
		-------------------------------	-------------------------------
Adjusted EBITDA		(344)	(272)

Finance income	9	78	117
Finance expense	9	(12)	(5)
		-------------------------------------------------	-----------------------------------------------------
(Loss)/ profit on ordinary activities before taxation		(827)	338

Taxation	10		(286)	81
			-------------------------------------------------	-----------------------------------------------------
(Loss)/ profit for the year			(1,113)	419
Other comprehensive income items that may be reclassified subsequently to profit or loss Currency translation differences			(456)	153
			-------------------------------------------------	---------------------------------------------------
Total comprehensive (loss)/profit for the year attributable to the owners of the company			(1,569)	572
			=================================================	==================================================
Basic (loss)/profit per ordinary share (p)	11		(3.70)	1.40
Diluted (loss)/profit per ordinary share (p)	11		(3.70)	1.40

All operations are continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	As at 31 Dec  2025	As at 31 Dec    2024
	£000	£000
Note

Non-current assets

Right-of-use asset	12	73	-
		-------------------------------------------------	-------------------------------------------------
Total non-current assets		73	-

Current assets

Trade and other receivables	14	6,975	6,531
Corporation tax receivable		178	216
Cash and cash equivalents	15	5,837	8,844
		-------------------------------------------------	---------- ----------------------------------
Total current assets		12,990	15,591
Total assets		13,063	15,591

Current liabilities
Trade and other payables	16	(6,130)	(7,173)
Lease liabilities	17	(84)	-
		----------------------------------------------------	---------- ------------------------------------------
Total current liabilities		(6,214)	(7,173)
		-----------------------------------------------------	-----------------------------------------------------
Total liabilities		(6,214)	(7,173)
		=== ===========================================	================================================
Net assets		6,849	8,418
		==============================================	=================================================
Equity
Share capital	21	60	60
Share premium account		5,436	5,436
Share options reserve		2,955	2,955
Foreign currency reserve		(764)	(308)
Retained (losses)/ profit		(838)	275
		====================================================	====================================================
Total equity attributable to the owners of the company		6,849	8,418
		====================================================	====================================================

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Attributable to the owners of the Company
	Share capital		Share premium account		Share options reserve		Foreign currency reserve		Retained losses		Total equity
	£000		£000		£000		£000		£000		£000
	-----------------------------------------		------------------------------------------------		------------------------------------------------		------------------------------------------------		-----------------------------------------------		----------------------------------------------
Balance at 1 January 2025	60		5,436		2,955		(308)		275		8,418
	-----------------------------------------		-------------------------------------------------		-------------------------------------------------		-------------------------------------------------		-----------------------------------------------		----------------------------------------------
Comprehensive profit for the period
Loss for the period	-		-		-		-		(1,113)		(1,113)
Currency translation differences	-		-		-		(456)		-		(456)
	-----------------------------------------		-------------------------------------------------		-------------------------------------------------		-------------------------------------------------		-----------------------------------------------		----------------------------------------------
Total comprehensive loss for the period		-		-		-		(456)		(1,113)		(1,569)
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		----------------------------------------------
Transactions with owners of the Company
Share-based payment credit		-		-		-		-		-		-
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		-------------------------------------------------		----------------------------------------------
Total transactions with owners of the Company		-		-		-		-		-		-
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		-------------------------------------------------		---------------------------------------------
Balance at 31 December 2025		60		5,436		2,955		(764)		(838)		6,849
	-----------------------------------------		-----------------------------------------------		-----------------------------------------------		----------------------------------------------		------------------------------------------------		----------------------------------------------

	Attributable to the owners of the Company
	Share capital		Share premium account		Share options reserve		Foreign currency reserve		Retained losses		Total equity
	£000		£000		£000		£000		£000		£000
	-----------------------------------------		------------------------------------------------		------------------------------------------------		------------------------------------------------		-----------------------------------------------		------------------------------------------------
Balance at 1 January 2024	60		5,436		3,692		(461)		(144)		8,583
	-----------------------------------------		-------------------------------------------------		-------------------------------------------------		-------------------------------------------------		-----------------------------------------------		------------------------------------------------
Comprehensive profit for the period
Profit for the period	-		-		-		-		419		419
Currency translation differences	-		-		-		153		-		153
	-----------------------------------------		-------------------------------------------------		-------------------------------------------------		-------------------------------------------------		-----------------------------------------------		------------------------------------------------
Total comprehensive loss for the period		-		-		-		153		419		572
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		------------------------------------------------
Transactions with owners of the Company
Share-based payment credit		-		-		(737)		-		-		(737)
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		-------------------------------------------------		------------------------------------------------
Total transactions with owners of the Company		-		-		(737)		-		-		(737)
		-----------------------------------------		-----------------------------------------------		-----------------------------------------------		-----------------------------------------------		------------------------------------------------		-------------- -------------------------------
Balance at 31 December 2024		60		5,436		2,955		(308)		275		8,418
	-----------------------------------------		-----------------------------------------------		-----------------------------------------------		------------------------------------------------		------------------------------------------------		----------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year  ended  31 Dec 2025	Year ended 31 Dec 2024
	£000	£000

Cash flows from operating activities

(Loss)/profit on ordinary activities before taxation	(827)	338
Adjustments for:
Depreciation - leased assets	336	239
Interest payable	12	5
Interest receivable	(78)	(117)
Foreign exchange movements	(42)	101
(Increase)/decrease in trade and other receivables	(443)	1,809
Decrease in trade and other payables	(1,042)	(466)
Share-based payment credit	-	(737)
	------------------------------------------------------	------------------------------------------------------
Cash (used in)/ generated from operating activities	(2,084)	1,172
	========= ======================================	================================================
Taxation (paid)/received	(257)	12

	------------------------------------------------------	------------------------------------------------------
Net cash (used in)/generated from operating activities	(2,341)	1,184
	================================================	================================================

Cash flows from investing activity

Interest received	78	117
	------------------------------------------------------	------------------------------------------------------
Net cash generated from investing activity	78	117
	================================================	===============================================

Cash flows from financing activities

Interest paid in respect of leases	(12)	(5)
Capital payments in respect of leases	(322)	(244)
	------------------------------------------------------	------------------------------------------------------
Net cash used in financing activities	(334)	(249)
	===============================================	===============================================

Net (decrease)/increase in cash and cash equivalents	(2,597)	1,052
Cash and cash equivalents at beginning of period	8,844	7,740
Exchange movement on cash	(410)	52
	------------------------------------------------------	------------------------------------------------------
Cash and cash equivalents at end of period	5,837	8,844
	================================================	===============================================

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 c/o Arch Law, Floor 2, 8 Bishopsgate, London EC2N 4BQ 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 2025 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.

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 2025 the Group had cash and cash equivalents of £5.8 million (2024: £8.8 million) and net assets of £6.8 million (2024: £8.4 million). The Group has no debt outstanding or facilities in place (2024: £nil).

The Directors have prepared detailed cash flow forecasts for the next 19 months that indicate the existing activities of the Group do not require additional funding during that period. In assessing the Group's going concern position, the Directors have considered a range of sensitivities and downside scenarios. These include reductions in revenue from key publishers or advertisers, margin compression and a slower rate of new business development. These scenarios are designed to reflect reasonably possible adverse changes in trading conditions rather than expected outcomes.

Under certain of these downside scenarios, the Group's cash headroom would be reduced and, without intervention, could become constrained. However, the Directors have identified a number of mitigating actions within their control, including cost management initiatives and the ability to reduce discretionary expenditure, which would be implemented if required. After taking these mitigating actions into account, the Group is expected to maintain sufficient liquidity throughout the forecast period under each downside scenario modelled.

After considering the forecasts, sensitivities and available mitigating actions, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future being a period of not less than 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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 2025 and 5.5 per cent. in 2024. 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.        (Loss)/earnings per share

The Group presents basic and diluted (loss)/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 (loss)/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.      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 Directors have considered the impact on the Group of new and revised accounting standards, interpretations or amendments that are effective on or after 1 January 2026 and which the Group has chosen not to adopt early. The following standard is relevant to the Group:

Standard	Key Requirements	Effective date (for annual periods beginning on or after)
IFRS 18 Presentation and Disclosure in Financial Statements)	This standard issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). This is expected to have a significant impact on the presentation and disclosure of certain items, including categorisation and sub-totals in the statement of profit or loss, aggregation, and disaggregation, labelling of information, and disclosure of management-defined performance measures. Although the standard will not change the accounting results of the Group, additional disclosures will be required. The Group is presently reviewing the impact of this standard.	1 January 2027

At the date of authorisation of these financial statements, there are no other standards that are issued but not yet effective that would be expected to have a material impact on the Group or Company's financial statements 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 or credits, other, non-recurring income and/ or 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 12 months from the date of signing these financial statements. In this context, the Directors have prepared detailed cash flow forecasts for the next 19 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.

4.       Revenue

     Revenue arises from:

		Year to  31 Dec 2025	Year to 31 Dec 2024
		£000	£000
EMEA		5,065	5,054
United States of America		21,489	22,138
APAC		857	857
		------------------------	-------------------------
		27,411	28,049
		================	=================

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

		Year to  31 Dec 2025		Year to 31 Dec 2024
		£000		£000
Direct staff costs		4,323		4,077
IT and software costs		1,595		1,500
Legal and professional		825		693
Rent		50		147
Insurance		289		302
Depreciation - leased assets		336		239
Foreign exchange (gains)/losses		(31)		208
Share-based payment credit		-		(737)
Plc costs		298	374
Other receivable write off		213	-
Other administrative expenses		433	301
		------------------------	-------------------------
		8,331	7,104
		=================	=================

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

		Year to  31 Dec 2025	Year to 31 Dec 2024
		£000	£000
Audit fees		136	136
Other services:
Tax compliance		10	23
		------------------------	-------------------------
		146	159
		=================	=================

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.

		Year to  31 Dec 2025	Year to 31 Dec 2024
		£000	£000
		=================	=================
(Loss)/profit before tax		(827)	338
		=================	=================
Adjusting items:
Other receivable write off		213	-
Share-based payment credit		-	(737)
		------------------------	-------------------------
Adjusted loss before tax		(614)	(399)
		================	================
Depreciation		336	239
Net finance income		(66)	(112)
		------------------------	-------------------------
Adjusted EBITDA		(344)	(272)
		=================	=================

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

		=================	=================
Adjusted loss before tax		(614)	(399)
		=================	=================
Tax (expense)/credit		(286)	81
Tax impact of adjusting items		-	-
		------------------------	-------------------------
Adjusted loss after tax		(900)	(318)
		=================	=================

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 11 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:

	Year to 31 Dec 2025	Year to 31 Dec 2024
	Number	Number
Directors	5	6
Employees	37	37
	-----------------------	-----------------------
	42	43
	================	================

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

	Year to 31 Dec 2025		Year to 31 Dec 2024
	£000		£000
Wages and salaries	3,813		3,589
Social security costs	459		431
Pension costs	51		57
Share-based payment expense	-		163
	-------------------------	-------------------------
	4,323	4,240
	=================	=================

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 2025 (2024: £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:

	FY25
	Salary	Benefits	Pension	Total
Name	£'000s	£'000s	£'000s	£'000s
Rupert Hodson	220	4	5	229
Charlotte Stranner	200	-	2	222
Total	420	4	7	451

	FY24
	Salary	Benefits	Pension	Total
Name	£'000s	£'000s	£'000s	£'000s
Rupert Hodson	220	3	10	233
Charlotte Stranner	200	-	1	201
Total	420	3	11	434

The highest paid director received remuneration of £229k (2024: £233k). No share options were exercised by the directors in the year (2024: nil).

9.       Finance income and expense

	Year to 31 Dec 2025	Year to  31 Dec 2024
	£000	£000
Interest received	78	117
	-------------------------	-------------------------
Total finance income	78	117
	================	==================
Interest expense on lease liability	12	5
	-------------------------	-------------------------
Total finance expense	12	5
	================	==================

10.     Taxation

	Year to 31 Dec 2025	Year to 31 Dec 2024
	£000	£000
UK corporation tax
Current tax on profit for the year	-	-
Adjustments in respect of prior periods	-	(219)
	-------------------------	-------------------------
	-	(219)
	================	==================
Foreign tax
Foreign tax on profit for the year	127	138
Adjustments in respect of prior periods	159	-
	------------------------	-------------------------
Total current tax	286	138
	================	==================
Deferred tax
Origination and reversal of timing differences	-	-
	------------------------	-------------------------
Total deferred tax	-	-
	================	==================
	------------------------	-------------------------
Taxation on loss on ordinary activities	286	(81)
	================	==================

Reconciliation of tax expense

The tax assessed on the loss on ordinary activities for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25.0% (2024: 25.0%^[1]).

	Year to 31 Dec 2025	Year to 31 Dec 2024
	£000	£000
(Loss)/profit on ordinary activities before taxation	(827)	338
	================	==================
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.0% (2024: 25.0%)	(207)	84
Effects of:
Expenses not deductible for tax purposes	35	(181)
Difference in tax rates	(24)	(36)
Adjustments in respect of prior periods	159	(220)
Deferred tax not recognised	323	272
	------------------------	-------------------------
Tax on profit/loss	286	(81)
	================	==================

The value of the unrecognised tax losses as at 31 December 2025 was £12.7 million (2024: £11.6 million). The value of the deferred tax asset not recognised as at 31 December 2024 was £3.2 million (2024: £2.9 million). As at 31 December 2025, the timing as to when the Company's losses would be utilised was still considered uncertain, hence no deferred tax asset has been recognised.

11.     (Loss)/earnings per share

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

Diluted LPS/EPS 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)/earnings and weighted average number of shares used in the calculations are set out below:

	Year to 31 Dec 2025	Year to 31 Dec 2024
	£000	£000
(Loss)/profit attributable to the ordinary equity holders of the Group used in calculating basic and diluted LPS/EPS	(1,113)	419
Basic (loss)/earnings per ordinary share (p)	(3.70)	1.40
Diluted (loss)/earnings per ordinary share (p)	(3.70)	1.40

			Year to 31 Dec 2025		Year to 31 Dec 2024
Adjusted basic and diluted LPS			£000		£000
Reconciliation of losses used in calculating adjusted LPS:
(Loss)/profit attributable to the ordinary equity holders of the Group used in calculating basic and diluted LPS			(1,113)		419
Adjusting items:
Share-based payment credit			-		(737)
Other receivable write off			213		-
Tax impact of adjusting items			-		-
			================		==================
Loss attributable to the ordinary equity holders of the Group used in calculating adjusted basic and diluted LPS			(900)		(318)
Adjusted basic loss per ordinary share (p)		(2.99)			(1.06)
Adjusted diluted loss per ordinary share (p)		(2.99)			(1.06)

		Year to 31 Dec 2025	Year to 31 Dec 2024
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted basic LPS		30,027,971	30,027,971
Weighted average share option dilution impact		-	-
		================	==================
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted diluted LPS		30,207,971	30,027,971

During the year to 31 December 2025, the weighted average number of options in issue was 1,216,368 (2024: 1,407,337). However, as at 31 December 2024 and 2025, 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.

12.     Right-of-use assets

					Leased property
					£000
Cost
At 1 January 2024					577
Additions					239
					================
At 31 December 2024					816
						================
At 1 January 2025						816
Additions						409
						================
At 31 December 2025						1,225
					================
Depreciation
At 1 January 2024				577
Depreciation charge				239
				================
At 31 December 2024				816
				================
At 1 January 2025				816
Depreciation charge				336
				================
At 31 December 2025				1,152
				================

Net book value
At 31 December 2024		-
At 31 December 2025		73

In September 2024 the Company entered into a 12-month lease for the London office premises which commenced on 1 January 2025 and under which total payments due were £0.2 million. In October 2024 the Company entered into an 18-month lease for the New York office which commenced on 1 March 2025. Lease liabilities in respect of right-of-use assets were £85k as at 31 December 2025 (2024: nil). The discount rate used in determining the present value of the lease liability was 5.5% (2024: 5.5%). The interest expense recognised in the statement of comprehensive income for the year ended 31 December 2025 was £12k (2024: £5k). In September 2025 the Company entered into a new 12-month lease agreement for its serviced office premises in London which commenced 1 January 2026.

13.     Subsidiaries 

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

Subsidiary undertakings	Country of incorporation	Principal activity	At 31 Dec 2025	At 31 Dec 2024
Dianomi Inc	United States	Business support services	100%	100%
Dianomi PTY	Australia	Business support services	100%	100%

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.

14.     Trade and other receivables

	As at 31 Dec 2025	As at 31 Dec 2024
	£000	£000
Current
Trade receivables	6,667	6,174
Prepayments	127	224
Other receivables	181	133
	------------------------	-------------------------
	6,975	6,531
	================	================

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 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 19.

The impairment loss recognised in the income statement for the period in respect of bad and doubtful trade receivables was £26k (2024: £33k). An amount of £213k (2024: £nil) was recognised in the income statement for the period in respect of a partial write off of a tax receivable settled by the Company on behalf of a former employee in connection with a share option exercise.

The ageing of trade receivables is detailed below:

     As at 31 December 2025

	< 30 days	< 60 days	< 90 days	< 180 days	> 180 days	Total
	£000	£000	£000	£000	£000	£000
Gross carrying amount	2,607	1,829	1,032	604	595	6,667
	=============	=============	=============	=============	===============	================

     As at 31 December 2024

	< 30 days	< 60 days	< 90 days	< 180 days	> 180 days	Total
	£000	£000	£000	£000	£000	£000
Gross carrying amount	2,645	1,614	1,036	728	151	6,174
	=============	=============	=============	=============	===============	================

15.     Cash and cash equivalents

	As at 31 Dec  2025	As at 31 Dec 2024
	£000	£000
Cash at bank and in hand	5,837	8,844
	================	================

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

16.     Trade and other payables

	As at 31 Dec  2025	As at 31 Dec 2024
	£000	£000
Current liabilities
Trade payables	2,286	3,355
Other taxes and social security costs	4	-
Other payables and accruals	3,840	3,818
	------------------------	-------------------------
	6,130	7,173
	================	================

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.

17.     Lease liabilities

	As at 31 Dec 2025	As at 31 Dec  2024
	£000	£000
Current liabilities
Lease liabilities	84	-
	------------------------	-------------------------
	84	-
	================	================

The Group leases office buildings in London and New York 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% (2024: 5.5%). The interest expense recognised in the consolidated statement of comprehensive income for the year ended 31 December 2025 was £12k (2024: £5k). Payments of £322k (2024: £244k) in respect of rental payments paying down lease liabilities have been recognised in the consolidated statement of cash flows. In September 2025 the Company entered into a new 12-month lease agreement for its serviced office premises in London which commenced 1 January 2026. The lease agreement for the office in New York runs until the 31 August 2026.

The office lease in Australia is considered short term. The total amount recorded in the consolidated statement of comprehensive income in respect of short-term leases is £50k (2024: £147k). Remaining commitments on short term leases are recorded below.

	As at 31 Dec 2025	As at 31 Dec 2024
	£000	£000
Within one year	26	30
	------------------------	-------------------------
	26	30
	================	================

18.     Financial instruments

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

	As at 31 Dec 2025	As at 31 Dec 2024
	£000	£000
Financial assets
Financial assets measured at amortised cost:
Cash at bank and in hand	5,836	8,844
Trade receivables	6,667	6,174
Other receivables	181	133
	------------------------	-------------------------
	12,684	15,151
	================	================
Financial liabilities
Financial liabilities measured at amortised cost:
Trade payables	2,286	3,355
Other payables and accruals	3,840	3,818
	------------------------	-------------------------
	6,126	7,173
	================	================

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 (2024: £nil).

19.     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:

	As at 31 Dec  2025	As at 31 Dec  2024
	£000	£000
Trade receivables	6,667	6,174
Other receivables	308	357
	------------------------	-------------------------
	6,975	6,531
	================	================

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:

		As at 31 December 2025		As at 31 December 2024
		Less than 6 months representing total contractual cashflows	Carrying amount of liabilities	Less than 6 months representing total contractual cashflows	Carrying amount of Liabilities
		£000	£000	£000	£000
Trade and other payables		6,130	6,130	7,173	7,173
		------------------------	-----------------------	------------------------	-----------------------
Total		6,130	6,130	7,173	7,173
		================	===============	================	===============

Interest rate risk

As at 31 December 2025 and 2024 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:

	As at 31 December 2025 CU000's
	USD		CAD	EUR	AUD	SGD	HKD
Cash & cash equivalents	6,040		494	163	1,012	148	187
	As at 31 December 2024 CU000s
	USD		CAD	EUR	AUD	SGD	HKD
Cash & cash equivalents	7,002		1,082	132	1,261	260	-

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.

	As at 31 Dec 2025	As at 31 Dec 2024
	£000	£000
10% weakening of functional currency	2,346	2,446
	================	================
10% strengthening of functional currency	(1,920)	(2,002)
	================	================

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

The Group considers its capital comprises share capital plus all reserves, which amounted to £6.8 million as at 31 December 2025 (2024: £8.4 million). 

The Group has no debt facilities in place as at 31 December 2025 (2024: £nil). Management assesses the Group's capital requirements in order to maintain an efficient overall financing structure. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

20.     Related party disclosures

Transactions with BGF are disclosed below:

	Year ended 31 Dec 2025	Year ended 31 Dec 2024
	£000	£000
Annual fee	15	50
	================	================

There was no amount due to BGF as at 31 December 2025 (2024: £15k). The annual fee relates specifically to Matthew Singh's (a representative of BGF) services as a Non-Executive Director. Matthew Singh ceased to be an employee of BGF in April 2025 and from that date on the fee payable with respect to his services was paid directly to Matthew.

The Group received revenues of £76k (2024: £64k) from Buckingham Gate Financial Services Limited, a company that is controlled by shareholders of the Company. As at 31 December 2025 there were trade receivables from Buckingham Gate Financial Services Limited of £26k (31 December 2024: £16k).

21.     Share capital

Ordinary Shares	Issued Shares Number	Nominal Value £	Issued Amount £
As at 31 December 2024, 1 January 2025 and 31 December 2025	30,027,971	0.002	60,056

22.     Share-based payments

        At the time of the Company's IPO in May 2021, the Dianomi introduced share option schemes (the "IPO Option Schemes") in order to retain, incentivise and align employees with shareholders. Under the IPO Option Schemes employees were granted share options with an exercise price equal to the IPO price (or for those granted post IPO equal to the then current share price), a vesting period of 3 years and a non-market performance condition.

In 2023, it became clear that the performance condition for those options granted at IPO was not going to be met and for those options granted in 2022 under the same scheme it was unlikely to be met.

Therefore, in November 2023 employees who were granted options in 2021 and 2022 were given the option to have their original options cancelled (the "Cancellation"), and replacement option schemes (the "Replacement Option Schemes") were introduced under which employees were issued with new options with a revised performance condition, exercise price and extended vesting period but at a lower number than those originally issued.

During 2025, 222,542 options lapsed due to employees leaving the Group (2024: 43,034).

	Weighted average exercise price (pence)	Number	Weighted average exercise price (pence)			Number
	Dec 25	Dec 25	Dec 24			Dec 24
Outstanding at the beginning of the period	56	1,376,983		55		1,420,017
Granted during the period						-
Lapsed/cancelled during the period	50	(222,542)		50		(43,034)
		------------------------					------------------------
Outstanding at the end of the period	57	1,154,441		56		1,376,983
		================				================

Of the total number of options outstanding at the end of the period, nil had vested and were exercisable at the end of the year (31 Dec 24: Nil). As at 31 December 2024, it was considered unlikely that the performance criteria relating to the options in issue would be met, therefore share based payment charges recognised in previous years relating to these options have been reversed. As at 31 December 2025, it was still considered unlikely that the performance criteria relating to the options in issue would be met, therefore there was no share-based payment charge recognised in the year.

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

The inputs into the model were as follows:

	Options granted under Replacement Option Schemes
Weighted average share price at grant date (£)	48
Weighted average exercise price (£)	50
Volatility (%)	52.91%
Weighted average vesting period (years)	3
Risk free rate (%)	3.595%
Expected dividend yield (%)	-

The share-based remuneration credit comprises:

	As at 31 Dec 2025	As at 31 Dec 2024
	£000	£000
Equity-settled schemes	-	737
	===============	================

23.     Reserves

Share Capital

Share capital represents the nominal value of share capital subscribed.

Share Premium

Share premium represents the funds received in exchange for shares over and above the nominal value, offset by costs incurred on the raise of equity.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the Company's own shares.

Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences that arise on consolidation from the translation of the financial statements of foreign subsidiaries.

Retained earnings

The retained earnings reserve represents cumulative net gains and losses recognised in the statement of comprehensive income.

Share option reserve

The share-based payment reserve represents amounts accruing for equity settled share options granted plus the fair value of share options exercised upon IPO.

24.     Ultimate controlling party

There is no ultimate controlling party as at 31 December 2025 nor was there as at 31 December 2024.

25.     Contingent liabilities and contingent assets

The Group had no contingent liabilities or contingent assets at 31 December 2025 (31 December 2024: £nil).

26.     Capital Commitments

The Group's capital commitments at 31 December 2025 are £nil (31 December 2024: £nil).

 

END