REGISTERED NUMBER: 14184155 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ACROUD MEDIA LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mr G Gillies

Mr D Colebrook

Mr R Andersson

REGISTERED OFFICE:

14 London Street

Andover

Hampshire

SP10 2PA

REGISTERED NUMBER:

14184155 (England and Wales)

SENIOR STATUTORY AUDITOR:

Christopher Joyce FCCA

AUDITORS:

Hysons Audit Services Ltd, Statutory Auditor

14 London Street

Andover

Hampshire

SP10 2PA

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Overview

Acroud Media ("the Company") is a digital marketing and lead generation business focused on the iGaming industry. The Company operates across multiple international markets, specialising in affiliate marketing, paid media, and data-driven advertising solutions. By leveraging advanced technology and market insights, the Company connects players, content creators, and gaming operators, ensuring high-quality lead generation and performance marketing solutions.

The Company integrates paid media strategies and direct media buying to drive revenue growth and enhance stability. The Company's strong industry partnerships and commitment to regulatory compliance position it as a trusted player in the evolving digital marketing landscape.

Business Developments

In 2024, the Company undertook significant initiatives to enhance its market position, including:

-

Expansion into new geographical markets, particularly in sports betting and data-driven advertising solutions.

-

Strengthening governance and risk management frameworks to ensure compliance with evolving regulatory requirements.

-

Implementing operational synergies with the parent company to optimize efficiencies and growth potential.

-

Enhancing data-driven decision-making and expanding monetization strategies through industry partnerships.

Future Outlook

Looking ahead, the Company aims to build upon its strengths by focusing on:

-

Expanding presence in high-growth iGaming markets while diversifying revenue streams and strengthening compliance measures.

-

Enhancing operational efficiencies through synergies with the parent company.

Management remains confident in its ability to navigate evolving market dynamics and drive long-term shareholder value.

PRINCIPAL RISKS AND UNCERTAINTIES

Industry and Market Risks

The Company operates in a dynamic industry subject to regulatory scrutiny, changing consumer trends, and competitive pressures. Key risks include:

-

Regulatory and Compliance Risks: The Company must adhere to various jurisdictional laws related to gaming, taxation, and advertising restrictions, which could impact business operations.

-

Market Volatility: Changes in iGaming trends, player preferences, and competitive pressures can impact revenue streams.

Financial Risks

Key financial risks include:

-

Currency fluctuations: As a business with international operations, the Company is exposed to exchange rate movements.

-

Liquidity risk: Ensuring sufficient cash flow and working capital remains a priority for sustaining growth.

-

Credit risk: The Company manages credit exposure through rigorous customer due diligence and payment monitoring.

Operational Risks

-

IT, cybersecurity, and workforce stability risks impacting business continuity.

Legal and Regulatory Risks

The Company is subject to stringent regulatory requirements in its key markets. Changes in laws related to industry-specific compliance, tax regulations, or data privacy may require adjustments in operational or financial strategies.

CONCLUSION

Despite the challenges and uncertainties outlined above, the Company remains well-positioned to capitalise on opportunities in the evolving business landscape. Through prudent risk management, strategic investments, and a customer-focused approach, the Company aims to drive sustainable growth and enhance stakeholder value.

ON BEHALF OF THE BOARD:

Mr G Gillies - Director

16 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

Interim dividends per share were paid as follows:

£4.4366

- 29 January 2024

£10.5192

- 12 February 2024

£14.9558

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 825,559 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr G Gillies

Mr R Andersson

Other changes in directors holding office are as follows:

Mr D Colebrook - appointed 10 January 2024

POLITICAL DONATIONS AND EXPENDITURE

There were no political donations in the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Hysons Audit Services Ltd, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr G Gillies - Director

16 September 2025

Opinion

We have audited the financial statements of Acroud Media Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the property leasing and rental sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and Financial Reporting Standard 102;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Joyce FCCA (Senior Statutory Auditor)

for and on behalf of Hysons Audit Services Ltd, Statutory Auditor

14 London Street

Andover

Hampshire

SP10 2PA

16 September 2025

TURNOVER

15,214,143

18,365,812

Cost of sales

(6,779,512

)

(9,169,900

)

GROSS PROFIT

8,434,631

9,195,912

Administrative expenses

(6,659,007

)

(5,026,778

)

1,775,624

4,169,134

Other operating income

64,773

246,758

OPERATING PROFIT

5

1,840,397

4,415,892

Interest receivable and similar income

6

-

1,840,403

4,415,892

Interest payable and similar expenses

6

(17,552

)

(20,002

)

PROFIT BEFORE TAXATION

1,822,851

4,395,890

Tax on profit

7

(777,050

)

(1,097,417

)

PROFIT FOR THE FINANCIAL YEAR

1,045,801

3,298,473

FIXED ASSETS

Intangible assets

9

6,180,310

6,924,682

Tangible assets

10

30,569

53,421

Investments

11

2,165,275

2,165,275

8,376,154

9,143,378

CURRENT ASSETS

Debtors

12

2,351,791

4,634,249

Cash at bank

352,767

125,331

2,704,558

4,759,580

CREDITORS

Amounts falling due within one year

13

4,927,425

5,813,298

NET CURRENT LIABILITIES

(2,222,867

)

(1,053,718

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,153,287

8,089,660

PROVISIONS FOR LIABILITIES

15

163,597

5,712

NET ASSETS

5,989,690

8,083,948

CAPITAL AND RESERVES

Called up share capital

16

3,205,500

20,000

Capital contribution reserve

17

-

5,500,000

Other reserves

17

2,155,275

2,155,275

Retained earnings

17

628,915

408,673

SHAREHOLDERS' FUNDS

5,989,690

8,083,948

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

Mr G Gillies - Director

Mr D Colebrook - Director

Called up

Capital

share

Retained

contribution

Other

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1 October 2022

10,000

-

-

-

10,000

Changes in equity

Profit for the period

-

3,298,473

-

-

3,298,473

Total comprehensive income

-

3,298,473

-

-

3,298,473

Issue of share capital

10,000

-

-

-

10,000

Dividends

-

(2,889,800

)

-

-

(2,889,800

)

Capital contribution

-

-

5,500,000

-

5,500,000

Reserve created on share issue

-

-

-

2,155,275

2,155,275

Balance at 31 December 2023

20,000

408,673

5,500,000

2,155,275

8,083,948

Changes in equity

Profit for the year

-

1,045,801

-

-

1,045,801

Total comprehensive income

-

1,045,801

-

-

1,045,801

Issue of share capital

3,185,500

-

-

-

3,185,500

Dividends

-

(825,559

)

-

-

(825,559

)

Funding of share issue

-

-

(5,500,000

)

-

(5,500,000

)

Balance at 31 December 2024

3,205,500

628,915

-

2,155,275

5,989,690

Cash flows from operating activities

Cash generated from operations

1

4,170,372

5,637,116

Interest paid

(17,552

)

(20,002

)

Tax paid

(410,653

)

229,198

Net cash from operating activities

3,742,167

5,846,312

Cash flows from investing activities

Purchase of intangible fixed assets

(368,083

)

(8,272,549

)

Purchase of tangible fixed assets

(6,595

)

(58,632

)

Purchase of fixed asset investments

-

(2,165,275

)

Interest received

6

-

Net cash from investing activities

(374,672

)

(10,496,456

)

Cash flows from financing activities

Share issue

5,500,026

10,000

Share cancellation

(2,314,526

)

-

Share issue already funded

(5,500,000

)

-

Capital contribution

-

5,500,000

Reserve created on share issue

-

2,155,275

Equity dividends paid

(825,559

)

(2,889,800

)

Net cash from financing activities

(3,140,059

)

4,775,475

Increase in cash and cash equivalents

227,436

125,331

Cash and cash equivalents at beginning of year

2

125,331

-

Cash and cash equivalents at end of year

2

352,767

125,331

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Profit before taxation

1,822,851

4,395,890

Depreciation charges

1,141,902

1,353,078

Finance costs

17,552

20,002

Finance income

(6

)

-

2,982,299

5,768,970

Decrease/(increase) in trade and other debtors

2,282,458

(4,624,249

)

(Decrease)/increase in trade and other creditors

(1,094,385

)

4,492,395

Cash generated from operations

4,170,372

5,637,116

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

352,767

125,331

Period ended 31 December 2023

31.12.23

1.10.22

£

£

Cash and cash equivalents

125,331

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

125,331

227,436

352,767

125,331

227,436

352,767

Total

125,331

227,436

352,767

1.	STATUTORY INFORMATION

Acroud Media Ltd 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.	STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. This basis may not be appropriate as, at the balance sheet date, the company had net current liabilities of £2,222,867. The company's future existence is dependant upon the continued support of the group companies.

Preparation of consolidated financial statements

The financial statements contain information about Acroud Media Ltd 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.

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.

PPA are being amortised evenly over their estimated useful life of seven years.

Domains is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

over 3 to 5 years

Office and computer equipment

-

over 1 to 4 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.	EMPLOYEES AND DIRECTORS

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Wages and salaries

1,957,913

1,415,224

Social security costs

241,421

149,395

Other pension costs

24,217

14,571

2,223,551

1,579,190

The average number of employees during the year was as follows:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

Directors

2

1

Management

1

2

Support

6

6

Direct

30

16

39

25

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

410,000

50,000

Directors' pension contributions to money purchase schemes

2,532

-

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

-

Information regarding the highest paid director for the year ended 31 December 2024 is as follows:

Year Ended

31.12.24

£

Emoluments etc

230,000

Pension contributions to money purchase schemes

1,211