REGISTERED NUMBER: 09024313 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

DIGITAL GENIUS LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

Directors:

D Chikhachev

G Stockinger

C Kellner

Registered office:

3rd Floor

86-90 Paul Street

London

EC2A 4NE

Registered number:

09024313 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

New Derwent House

69 - 73 Theobalds Road

London

WC1X 8TA

Fixed assets

Intangible assets

4

262

1,254

Investments

5

967

967

1,229

2,221

Current assets

Debtors

6

24,816,972

21,179,279

Cash at bank

677,925

108,221

25,494,897

21,287,500

Creditors

Amounts falling due within one year

7

1,844,168

1,229,433

Net current assets

23,650,729

20,058,067

Total assets less current liabilities

23,651,958

20,060,288

Creditors

Amounts falling due after more than one year

8

350,660

486,076

Net assets

23,301,298

19,574,212

Capital and reserves

Called up share capital

9

29,624

26,630

Share premium

25,916,028

24,448,071

Other reserves

1,075,817

1,075,817

Retained earnings

(3,720,171

)

(5,976,306

)

Shareholders' funds

23,301,298

19,574,212

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

C Kellner - Director

1.	Statutory information

Digital Genius Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The financial statements have been prepared on the going concern basis. The company made a profit during the year and the director continue to support the company to meet its obligations as they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. Consequently, the director has concluded that it is appropriate to prepare the annual financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Digital Genius Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Share based payments have been made to employees of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated using the Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input to the model.

There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Investments in subsidiaries

Investment in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each reporting period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Share based payments

The company operates an equity-settled, compensation plan for the companies in the group. The fair value of the employees services received in exchange for the grant of the options is recognised as an expense in the company where the employees are based and a debit to the intercompany account in Digital Genius Limited, if the employees are not based in Digital Genius Limited. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement of the relevant company. The credit entry is posted to the share option reserve of Digital Genius Limited.

3.	Employees and directors

The average number of employees during the year was 3 (2023 - NIL ) .

4.	Intangible fixed assets

Patents and

licences

£

Cost

At 1 January 2024

and 31 December 2024

57,774

Amortisation

At 1 January 2024

56,520

Amortisation for year

992

At 31 December 2024

57,512

Net book value

At 31 December 2024

262

At 31 December 2023

1,254

5.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

967

Net book value

At 31 December 2024

967

At 31 December 2023

967

6.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

589,235

449,727

Amounts owed by group undertakings

24,033,154

20,601,006

Other debtors

194,583

128,546

24,816,972

21,179,279

7.

Creditors: amounts falling due within one year

2024

2023

£

£

Bank loans and overdrafts

125,000

125,000

Trade creditors

288,204

225,760

Taxation and social security

-

54,138

Other creditors

1,430,964

824,535

1,844,168

1,229,433

8.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Bank loans

350,660

486,076

Included within bank loans due within one year and due after one year is a amount of £354,167 in connection with a loan provided to the company during the year by Glif Ld LP. The loan bears interest at a rate of 9.5% and matures in October 2027. Greater London Investment Fund holds fixed and floating charges over all the property and undertaking of the company in connection with the loan provided. Further details of the charges can be found at Companies House.

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

4,428,092

Ordinary

£0.001p

11,268

11,268

25,196,401

Series A

£0.001p

18,356

15,362

29,624

26,630

10.	Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	Share-based payment transactions

The company operates an EMI qualifying share option scheme for the employees of its subsidiary. As of the date of the Statement of Financial Position, the company had granted 11,901,317 EMI qualifying share options to 83 employees of one of its subsidiary companies with valuations ranging from £0.001 to £0.72 per share. During the period 2,516,038 (2023: 4,794,524) share options had vested, no share options were exercised and no share options had lapsed. Share options are vested over 4 years from the grant date.

The company also operates an unapproved share option scheme for the advisers of its subsidiary and had granted £49,137 (2023: 49,137) share options to 4 advisers of this subsidiary with a valuation of £0.72 per share. During the year £nil (2023: 18,211) share options had vested, no share options were exercised nor lapsed. Share options vest over a 4 year period from the date of grant with a 12 month cliff.