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

Radiant Holdco Limited, through its subsidiaries trading as Alight Media, operates one of the UK’s leading networks of digital billboards and other Out-of-Home formats. The group has continued to expand its portfolio and strengthen its position in the market.

The company's key financial and other performance indicators during the year were as follows:

Group turnover increased by 26.5% to £26.5m (2023: £20.9m). Gross profit rose to £9.8m (2023: £7.2m). Adjusted EBITDA improved to £0.7m (2023: £(0.6)m), representing a return to positive earnings at an operating level before depreciation and financing costs. This reflects progress in expanding the group’s estate and the benefits of operational leverage.

The group’s leverage reflects continued investment in estate expansion. This is justified by the nature of the assets financed, which are revenue-generating, long-lived, and underpinned by historic advertiser demand. Furthermore, the group has recently secured a new £5.0m shareholder loan note facility, of which £4.0m had been drawn at the date of this report, providing additional liquidity and balance sheet flexibility. The shareholder loan notes highlights continued support from investors.

Capital expenditure of £1.3m was incurred during the year (2023: £5.1m) to expand and improve the group’s digital network. Net assets at year-end were £8.5m (2023: £12.6m). The group's net current liabilities primarily reflect the strategic use of longer-term financing arrangement, such as invoice discounting and finance leases, deployed to support investment in digital assets. These liabilities are underpinned by strong advertiser demand and ongoing backing from both shareholders and lenders. Accordingly, the directors view this position as an intentional aspect of the group’s growth strategy rather than a sign of liquidity pressure.

The directors consider the EBITDA turnaround and the continuing investment in the estate to represent significant progress towards the group’s objective of profitability and long-term self-sufficiency. Continued shareholder and lender support, underpinned by the long-term value creation of the digital estate, provides confidence in the group’s ability to meet its commitments and deliver sustainable growth. The group is continuing to achieve a positive EBITDA in 2025 and is targeting positive cash generation in 2026, and the directors believe the capital structure is appropriate to achieve these objectives.

The group is exposed to a range of risks and uncertainties. The principal risks and the mitigating actions taken by the directors are as follows:

• Economic volatility: demand for advertising is sensitive to economic conditions. Mitigation includes flexible cost structures, scenario planning, and adaptable pricing strategies.

• Energy and cost pressures: exposure to energy price fluctuations is managed through procurement strategies and efficiency initiatives.

• Liquidity and financing: managed through cash flow forecasting, invoice discounting facilities, shareholder loan notes, and finance leases.

• IT systems: reliance on digital infrastructure is mitigated through investment in resilient systems, independent backups and a business continuity plan.

• Competition: managed through maintaining strong customer service, unique geographic coverage, and continued investment in high-quality sites.

• Credit risk: mitigated through credit assessments and monitoring of customer balances.

• Reputational risk: addressed through engagement with consultants, trade bodies, and public relations specialists, alongside a crisis management plan.

The directors are committed to maintaining the group’s leadership position in the digital out-of-home sector. In 2025, the group aims to achieve operating profitability, and by 2026, sustained cash generation, with operating profits exceeding investment and financing requirements.

Investment will continue into selective, high-quality sites to strengthen reach and coverage, with a disciplined focus on efficiency, profitability, and resilience.

Post balance sheet events

On 3 June 2025 the group drew down £2.5m under a new £5.0m secured loan note facility, with a further £1.5m drawn on 29 August 2025. The remaining £1.0m is undrawn at the date of this report and may be made available subject to board approval. This facility provides additional flexibility and supports the group’s strategic direction of achieving scale, resilience, and long-term self-sufficiency.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group continued to be that of an out-of-home media owner.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk management and likely future developments.

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Radiant Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2024 and of the group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 our audit:

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

• the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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

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

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

• the parent company 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.

As explained more fully in the Directors' Responsibilities Statement, 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 is 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

The Group Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 16 to 37 form part of these financial statements.

The notes on pages 16 to 37 form part of these financial statements.

The notes on pages 16 to 37 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £392,979 (2023: £81,513).

The notes on pages 16 to 37 form part of these financial statements.

Radiant Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12 New Fetter Lane, London, EC4A 1JP.

The group consists of Radiant Holdco Limited and all of its subsidiaries as listed in note 14.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below, which have been applied consistently in all periods.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

During the year, the company reviewed the estimated useful lives of its plant and equipment. As a result of this review, the estimated useful life of certain items of plant and equipment was revised from a range of 6 to 8 years to a range of 8 to 10 years. This change reflects updated expectations regarding the assets’ economic utility and condition.

This is accounted for prospectively from 1 January 2024, in accordance with section 10 of FRS 102.

The effect of this change on the financial statements for the year ended 31 December 2024 is as follows:

• A decrease in the depreciation charge of £360,233

• An increase in the carrying amount of property, plant and equipment of £360,233

This change in estimate is expected to affect the future periods as follows:

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Radiant Holdco Limited together with all entities controlled by the parent company (its subsidiaries).

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue its operations for the foreseeable future, which is considered to be at least 12 months from the date of approval of the financial statements.

In making this assessment, the directors have reviewed the group’s forecasts, projections, and available resources, including current cash reserves, available credit facilities, and expected future cash flows. They have also considered potential risks and uncertainties, including the impact of external factors on trading performance and liquidity.

On 3 June 2025 the group drew down £2.5m under a new £5.0m secured loan note facility, with a further £1.5m drawn on 29 August 2025. The remaining £1.0m is undrawn at the date of this report and may be made available subject to board approval. This facility provides additional flexibility and supports the group’s strategic direction of achieving scale, resilience, and long-term self-sufficiency.

Based on this review and the available facility, the directors believe that the group is well-placed to manage its business risks successfully. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

No material uncertainties that cast significant doubt on the group’s ability to continue as a going concern have been identified.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account commissions, trade discounts, settlement discounts and volume rebates.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of turnover can be measured reliably;

• it is probable that the company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is dependent on the acquisition itself and ranges from 3 - 20 years.

Intangible assets acquired separately from a business or from internal development time are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors, amounts owed by group undertakings and cash at bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Preference shares are classified as equity as they are non-redeemable and any dividends are discretionary.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date of the options is expensed on a straight line basis over the vesting period based on the group's estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Other reserves

Other reserves includes a shares to be issued reserve and a merger reserve. Shares to be issued reserve is recognised on the issue of warrants over ordinary shares and is valued at the fair value of warrants at the date of issue. Merger reserve represents the difference between the value of shares issued by the company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Judgement and estimation is required in determining the fair value of options at the date of award. Determining the value of the share options requires an estimate of the fair value of each option issued. The options have been valued using a Black-Scholes model, which requires estimates of key inputs including the current market price of a share, the expected volatility of the market price of the Company’s shares, the awards’ term, and the risk-free interest rate. Details of share-based payments are disclosed in note 22.

The market price at grant date of a share was estimated by considering the group's implied equity value per share which was calculated based on annualised cashflows and adjusted industry multiples. Adjusting the current market price by plus or minus 10% results in a £269k adjustment to the total fair value of the share based payment expense recognised over the vesting period.

Judgement and estimation is required in determining the fair value of warrants at the date of award. Determining the value of the warrants requires an estimate of the fair value of each warrant issued. The warrants have been valued using a Binomial model to allow for early redemption options, which requires estimates of key inputs including the market price at date of issue of a share, the expected volatility of the market price of the Company’s shares, the awards’ term, and the risk-free interest rate.

For warrants, adjusting the estimated market price at date of issue by plus or minus 30% would not result in a material adjustment to the total fair value of the warrants issued. The volatility of the share price was estimated by considering the volatility of shares of comparable companies, estimated to be 47% at the date of issue. Adjusting the volatility by plus or minus 5% results in a £51k adjustment to the total fair value of the warrants issued.

Determining the fair value of the liability component of the convertible loan notes requires an estimate of the prevailing market interest rate for a similar non-convertible instrument at date of issue. This interest rate was determined at a 7.3% discount to the rate implicit in the instrument which was determined by assessing other sources of financing received by the group, with considerations over the repayment preference and security pledges. A 10% change in the determined rate has an impact of £60k on the fair value of the liability.

An analysis of the group's turnover is as follows:

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

During the year, the group recognised an expense of £218,496 (2023: £291,329) related to equity settled share based payment transactions.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The number of directors who exercised share options during the year was 0 (2023 - 0).

From 1 April 2023, the main corporation tax rate in the UK was increased to 25% from 19%. There has been no change to corporation tax rate for the year ended 31 December 2024. For the year ended 31 December 2024 the standard tax rate is 25% (2023: weighted average tax rate is 23.5%). The differences are explained below:

Deferred tax is not recognised in respect of tax losses of £19,085,982 (2023: £16,824,558) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

Close Leasing Limited has mortgage charges over a carrying value of fixed assets in Radiant Media Limited of fixed assets of £0.6m (2023: £1.7m).

Samsung Electronics (UK) Limited hold securities over equipment included within fixed assets with a carrying amount of £9.5m (2023: £12.1m). The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Close Brothers Limited hold securities in respect of debts owed to the group of £7.1m (2023: £8.0m).

On 13 October 2024, the company issued 2,850,000 nil coupon convertible loan notes at a discount of 33.33%. The notes are convertible into ordinary shares of the company after two years with a conversion price of £3 per ordinary share.

The interest expense for the year is calculated by applying an effective interest rate of 18.58% to the liability component of the loan notes which is recognised at amortised cost. This rate is based on the directors' best estimate of the rate that would be charged on an equivalent instrument with no conversion option and includes the impact of transaction costs.

Finance lease payments represent rentals payable by the company or group for certain items of plant and equipment. Leases include purchase options at the end of the lease period. No restrictions are placed on the use of the assets. The average lease term is 3-4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 29 June 2022, Radiant Holdco Limited, the company's ultimate parent, granted 1,410,000 options over growth shares of £0.001 each for an exercise price of £0.001 per option. The options have a vesting commencement date of 1 September 2020 (backdated from grant date) and has vested in tranches over time, with all share options fully vested in September 2024.

The options outstanding at 31 December 2024 had an exercise price of £0.001, and a remaining contractual life of 5.67 years.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

The company has one class of ordinary shares that do not confer any rights of redemption. The shares have full voting, dividend and capital distribution (including winding up) rights.

The company has two classes of preference shares, series A and series B. The shares have full voting, dividend, capital distribution and redemption rights.

Close Brothers Limited hold a first ranking, all assets debenture over all of the assets of Radiant Holdco Limited.

HB Sub fund II Limited hold a second ranking, all asset debenture over all of the assets of Radiant Holdco Limited.

Close Leasing Limited has mortgage charges over a carrying value of fixed assets in Radiant Media Limited of £1.7m (2022: £2.1m).

Samsung Electronics (UK) Limited hold securities over equipment included within fixed assets with a carrying amount of £9.5m (2023: £12.1m). The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

On 3 June 2025 the group drew down £2.5m under a new £5.0m secured loan note facility, with a further £1.5m drawn on 29 August 2025. The remaining £1.0m is undrawn at the date of this report and may be made available subject to board approval.

During the year the company made purchases totalling £376,726 (2023: £282,530) from an entity with a common director considered to be key management personnel and made payments totalling £251,778 (2023: £252,310) to settle purchases made. As at year end £174,485 (2023: £49,537), of which £27,966 (2023: £0) has not yet been invoiced, remained payable.

During the year the company provided services totalling £36,213 (2023: £0) to an entity with a common director considered to be key management personnel. As at year end £36,213 (2023: £0) remained receivable.

Directors' transactions

The balance of amounts owed to directors amounted to £127,519 (2023: £127,519). During the year the interest on the loans amounted to £21,147 (2023: £5,738), with the balance of accrued interest totalling £46,105 (2023: £24,958).