The directors present the strategic report for the year ended 31 March 2025.

I am pleased to provide you with this report on our financial year ended 31 March, 2025 and Signal AI’s business activity to date. During the year we continued to take strides towards realising our vision of building a category defining Risk and Reputation Intelligence platform using AI to transform the world's data into insights that help decision makers get ahead of risk and reputational challenges and make confident decisions in their jobs.

As we review the year there are many achievements to reflect on. We brought to market key product developments including our enhanced Enterprise Risk offering, delivered solid commercial performance, closed a new Venture Debt facility with HSBC and integrated our premium social data into our platform. We continue to capitalise on opportunities in front of us and are particularly excited about our enterprise risk offering which has grown 135% year on year (YoY).

Whilst the business continues to enjoy strong growth and strategic expansion we are cognisant of the external economic environment which remains weak. In response to the economic conditions we have reinforced our focus on improving business efficiency while still delivering against our goals. We have further reduced our operational cash burn and were operationally cash positive in our quarter ended June, 2025. Our outlook is to remain operationally cash positive for the remainder of our 2025 financial year and to be EBITDA positive in 2025. This trajectory will enable Signal AI to have maximum optionality as we consider prospective future expansion plans including further M&A activity. Key areas of growth for Signal AI include our ongoing acceleration into measuring and assessing corporate risk for Chief Risk Officers while continuing to grow our reputation risk offerings for Chief Communication Officers. We expect our enterprise customer segment and the US market to be key pillars driving that growth. Our focus on our Risk use case has helped drive our growth with ARR in this segment growing nearly 100% in CY 2024 while our growth in the US market has now exceeded 50% YoY.

With regards to business funding, during the year we closed a round of venture debt funding with HSBC which refinanced our previous venture debt facility with Hercules Capital and provided further funds for the business.

Strategic Investments and performance update

This year, we maintained strong investment in product development to deepen our technology leadership and expand our reputation and risk intelligence capabilities. Advances in AI have enabled us to accelerate progress on core capabilities such as entity extraction, event detection, and agentic interaction, strengthening our platform's utility across a growing set of customer use cases.

We’re proud to be consistently recognised by our customers and industry peers for the strength of our platform. Signal AI was once again named a G2 Crowd Grid Leader for Enterprise, praised for our analytics, usability, and industry-leading customer support. We were also rated a High Performer across multiple markets, including the fastest implementation, reinforcing our commitment to delivering a seamless customer experience.

Signal AI continues to receive external recognition for its performance and software. This year, we were honored with the DataComms Award for Best Data Insights, and we secured both the Disruptive Technology of the Year and Best AI Tech awards from the Business Awards UK. We're also proud to be a 2024 Silver Anvil Award Winner by the (PRSA). These accolades highlight our significant impact and leadership in the rapidly expanding AI and data analytics landscape, a space in which we are committed to continuous innovation and expansion.

Over the past 12 months, we’ve launched a suite of new capabilities designed to empower clients with deeper, faster, and more actionable intelligence:

• Risk Intelligence Platform: Our new proprietary dataset of AI-powered risk events spans 30 event types across 15 risk categories. This fuels our Risk Intelligence Dashboard, helping Enterprise Risk Management (“ERM”) teams detect emerging risks, monitor threats in real time, and make proactive, data-driven decisions.

• Agentic AI with Ask AIQ: The first AI Agent purpose-built for risk and reputation, Ask AIQ provides targeted, contextual answers to complex questions - bringing speed, accuracy, and scale to analytical workflows and insight generation.

• Social Media Integration: Following the integration of Social 360, acquired last year, we are now aggregating social posts across all leading social platforms to enable more holistic external monitoring and analysis. Our focus on high-impact authors ensures clients receive only the most influential and relevant signals.

• Advanced Analytics & Theme Landscape: We enhanced our analytics suite with powerful new visualisations and launched Theme Landscape, a proprietary analysis tool that helps clients uncover narrative dynamics, detect emerging themes, and identify strategic opportunities.

These investments strengthen our platform’s ability to help clients manage reputation and mitigate risk, whilst advancing our strategic focus on enterprise risk, growth and US market expansion.

We remain steadfast in our mission to build the world’s leading Risk Intelligence platform. Our strategic investments this year - combined with disciplined cost management and a focused financing strategy - position us to sustain growth while progressing toward profitability.

Changes in the Board

There have been no changes in the board of directors over the 2024/25 financial year.

People and Culture

We’re proud to be a people-first organisation, committed to recognising talent and supporting growth. Over the past year, 49 of our people - “Signallers” - progressed through internal moves or promotions, a reflection of our focus on nurturing careers and creating meaningful opportunities within the business.

M&A and Investments for growth

We continue to explore targeted inorganic growth opportunities after completing our acquisition of Social 360.

Whilst the business continues to enjoy strong growth and strategic expansion we are cognisant of the weakened external economic environment. Our ongoing investments focus on high impact investment areas to ensure we continue to deliver against our goals. This investment strategy balances business efficiency with our continued growth to lead to establishing a long term profitable Company.

If we were to see a further deterioration in the economy, management would respond with appropriate efficiency measures, which may include cost reductions, to ensure we deliver profitability in the long term.

Key performance indicators

The Directors review KPIs throughout the year as part of the normal management process. Example KPIs include Annual Recurring Revenue (ARR) that is targeting 33%+ growth by end of calendar year 2025, annual net revenue retention (NRR) of our enterprise clients currently approaching 115% and annual gross revenue retention for enterprise clients currently at 94%. Other key metrics include customer usage, customer numbers, sales efficiency, gross margin and cash management metrics.

The principal business risks affecting the company include:

Technology and business interruption

The products and services that Signal AI provides to its customers are reliant on complex technical infrastructure. A failure in the operation of a key system or infrastructure could cause a failure of service to our customers and negatively impact our brand. The risk of cyber attacks/crime is rising worldwide and we also need to manage this risk in order to maintain our service.

Mitigation:

• Signal AI has prepared a disaster recovery plan where we assume an extreme scenario of having to recover our entire platform in full. The full plan is tested at least on an annual basis, while specific subsets of the DR plan are automated and tested fortnightly. We aim to be able to recover our application and historical content set, in under 3 hours and full functionalities and content ingestion in 5 hours.

• Signal AI continues to invest heavily in the platform to continue to deploy cutting edge technology. Our product continues to be very important for our customers even in this challenging market due to its capabilities.

Foreign Exchange

Signal AI transacts in multiple currencies and with the continued investment in the US, Signal AI is further exposed to fluctuations in exchange rates between USD and GBP in particular.

Mitigation:

Signal AI continues to monitor movements in exchange rates and based on the amount of transactions in any currency, create appropriate arrangements to mitigate the risk of unfavourable exchange rate movements.

Legal and Compliance

Signal AI's client and supplier base consists predominantly of large and well established companies and financial institutions, and at times we accept contractual terms that subject the company to elevated levels of legal exposure, which could result in contract termination or increased damages.

Management and mapping of content and data acquisition from numerous sources with the distribution of such content and data analytics to our clients via SaaS solutions is complex. Regulation, law and policies on AI and data rights vary across jurisdictions and require interpretation, leading to some uncertainty and risk of imperfect implementation. Should our products or services require adjustment, it could lead to suspension or partial suspension of service, and loss of clients and supplier contracts. AI Regulation is rapidly evolving creating risk in the uncertainty as countries adopt differing approaches in use of AI, and clients prepare for or react to those regulations.

Mitigation:

In line with the company's growth, we are continuously developing our legal standards and contractual policies, encouraging adoption of our standard terms with our client base and maintaining wherever possible minimum positions based on core principles to manage/reduce our exposure to these risks.

Signal AI has invested significantly in the number and seniority of legal, compliance and licensing resources. These teams work cross-functionally to align inbound licensing and data acquisition with product development and outbound rights management. New, technical compliance tools have been built, and existing compliance capabilities can be leveraged and customised as necessary.

Our legal and compliance teams are keeping up to speed with the changing legislative environment; we have undertaken a full AI audit and have implemented appropriate measures to ensure compliance with the EU AI Act.

As a venture backed company we continue to rely on funding provided by our venture capital investors.

Mitigation:

During the 2024/25 fiscal year, the macro-economic environment has remained in a weakened state. Despite these adverse market conditions, Signal AI has managed to sustain growth and significantly improve its financial position.

We are expecting to be cash and EBITDA positive in 2025, in order to diminish our reliance on future funding rounds and strengthen the company's financial resilience. In this regard, we delivered our first operationally cash positive quarter in June 2025 and expect this to be sustained and improved in future periods. The plan and delivery of business profitability reinforces our commitment to ensure the long-term sustainability and success of Signal AI.

The premise under which we started the business 12 years ago has never been more true. Businesses are being impacted now, more than ever, by factors in their external environment, and yet, with the exploding amount of unstructured data, it has never been harder to make sense of it all. We will continue to focus on building our platform to provide the clarity and insight to help our customers make sense of their business risks and the external environment to make more informed business decisions.

We will continue to pursue growth aggressively, while enhancing our current customer experience and ensuring we provide increasing value to them through our product developments. We do this within a fast developing AI marketplace where we intend to maintain our product and thought leadership in our chosen areas of focus including enterprise risk and reputation risk. These are bold goals, and I remain bullish about our ability to achieve them with the talent of our team, the strength of our brand, the quality of our product and service and the support of our shareholders.

As of the time of this report we have agreed terms with a new investor, Battery Ventures, to take a controlling stake in the Group. Closing is subject to certain regulatory approvals.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company and group continued to be that of AI monitoring and analysis of external sources of intelligence such as media, social and other sources.

The results for the year are set out on page 11.

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

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

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

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be tabled at a General Meeting.

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 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 Signal Media Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Group Profit And Loss Account, 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 March 2025 and of its 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 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.

Emphasis of matter

We draw your attention to note 17 and 18 which highlights the amount of estimated deferred contingent consideration in relation to the acquisition of Social 360 Limited included within both the group and company financial statements. The contingent consideration includes judgement and estimation uncertainty, as noted in note 2. As contingent consideration is based on forecasts, the amounts recognised reflect the directors’ judgements and estimation uncertainty. The value of deferred consideration could materially alter as these judgements and estimates are revised. Our opinion is not modified in respect of this matter.

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 or 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 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 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 group 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.

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.

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:

Ÿ

• 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.

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 £13,823,874 (2024: £12,728,510).

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

Signal Media Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor Sackville House, 143-149 Fenchurch Street, London, EC3M 6BN.

The group consists of Signal Media Limited and all of its subsidiaries.

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, modified to include the valuation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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 financial statements incorporate those of Signal Media Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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.

Notwithstanding a loss for the year ended of £13,318,456 (2024: £13,247,583), which has resulted in the prior year closing net asset deficit of £18,691,775 to become a deficit of £29,988,622, the financial statements have been prepared on the going concern basis which the directors consider to be appropriate for the following reasons.

The Group had a cash balance of £1,631,972 (2024: £6,821,105) at the balance sheet date. In the year the group has restructured its venture debt facility which was previously held with Hercules Capital and was due to be repaid in June 2025. The new 60 month facility is held with HSBC and enables access to $22m plus an £8m revolving loan facility. The term loan maturity date is 3 April 2029 but repayments constituting the term loan at 1 May 2026 divided by 36 commence in the same month. The revolving loan facility maturity date is 1 November 2027. At the year end, an amount of £6m was yet to be drawn down from the revolving loan facility. Post year end, £2m was drawn down in April 2025 and the remaining £4m was drawn down in June 2025. The loan is repayable within 36 months of draw down. A further issue of convertible loan notes has been completed, with £6.005m being subscribed to and paid for in late 2024, illustrating our investors confidence in the business.

Although the Group continues to be loss making post year end, the remaining debt facility will enable it to continue to meet its other liabilities as they fall due for at least the next twelve months. The Group was operationally cashflow positive in Q2-25 and forecasts this to continue through Q3-25 and across FY26 as a whole.

The directors have prepared various cash flow scenario forecasts for a period of 12 months from the date of approval of these financial statements. These are based on different revenue growth rates and investment rates / cost measures which could be implemented to manage the business to deliver profitability in calendar year 2025. As part of the HSBC facility, there is an improving EBITDA based covenant which has also been modelled and the directors expect to be compliant with. The Group does not have a high level of fixed costs, and has taken steps in the financial year to reduce costs to minimise the impact of potential risks.

If there is any further negative impact from the wider economy, a further cost deferral and reduction plan will be put in place in order to minimise the impact of these potential risks. As a result the directors are confident that they have the ability to respond effectively to any continued uncertainty and as a result, the directors believe that the Group will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. Consequently the financial statements have been prepared on a going concern basis.

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 trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion.

Research expenditure is written off against profits in the year in which it is incurred.

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 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business 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:

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.

Equity investments are measured at fair value through profit or loss, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities.

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 and cash and 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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 is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using the contract and the time spent to date. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making.

Revenue from subscription contracts for the provision of professional services is recognised on a straight line basis over the period of the service contract.

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

The company is owed £11,516,195 (2024: £9,944,571) from its subsidiaries all of which, as shown in note 14 of the financial statements, have reported profits in their financial statements and three of which have net liabilities at the balance sheet date. The directors judgement is that these loans are recoverable in full as these are expected losses which are necessary to scale up in these markets in order to deliver future EBITDA. Although there would be no impact on the consolidated financial statements if the judgement on the recoverability of these amounts changed this would have a material effect on the income statement and balance sheet of the company.

Management has deemed no impairments to investments and goodwill necessary, as the value of the purchase of both Kelp Inc and Social 360 Limited are generating ARR for the group.

The useful economic life of goodwill is based on a number of factors, including the length of customer relationships and the longevity of the products purchased within these businesses. The directors acknowledge that they cannot reliably estimate the amortisation of goodwill due to inherent uncertainties in predicting these factors over time. The useful economic lives and residual values are re-assessed annually, and goodwill impairment reviews are performed annually. See Note 11 for the carrying amount of the goodwill and 1.6 for the useful economic life of goodwill.

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.

On issuing convertible debt that contain both a liability and an equity component, the company is required to allocate the proceeds between the liability component and the equity component. The Company shall first determine the amount of the liability component by calculating the present value of future cash flows, discounted by using the fair value of a similar liability without a conversion feature. Any residual amount is then allocated as the equity component. The directors have reviewed and assessed the discount factor based on discussions with loan providers as well as from market research. The rate differs from that in place on current debt held by the group as in the judgement of the directors, the group and company's risk profile is considered lower at the Balance Sheet date compared to when the original debt was taken on.

The fair value of equity settled share options is determined using the Black-Scholes model. The significant inputs into the model are share price at grant date, exercise price, expected option life, expected volatility and risk free rate. Share price has been estimated based on a third party valuation taking into account the financial performance and capital structure of the Group. During the year, the value of the share option charge was material. Vesting period of the options is three years. Expected life has been estimated to be the earliest point in time in which options can be exercised based on the expected exercise profit of option holders. Details of share based payments can be found in note 22.

The fair value of warrant is determined using the Black-Scholes model. The significant inputs into the model are share price at grant date, exercise price, expected option life, expected volatility and risk free rate. Share price has been estimated based on a third party valuation taking into account the financial performance and capital structure of the Group. Warrants expire after 10 years. Details of the warrants can be found in note 18.

Included in other operating income is the R&D merged scheme tax credit of £1,352,643. There is no comparative as the company operated under the old R&D SME scheme until the merged scheme became effective from 1 April 2024

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

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2025 are as follows:

Registered office addresses:

In 2023, the company entered into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency receivables. In the prior year, all previously entered into contracts were settled and therefore there were no outstanding contracts as at the balance sheet date.

There are £63.3m(2024: £53.5m) of losses carried forward upon which there is no deferred tax asset recognised. 

There are warrant instruments attached to the other borrowings. The warrant instruments are attached to the new loan in the year. Warrant instruments are attached to the loan repaid in the year, as well as prior loans within the Company. The warrant instruments are exercisable by the loan holder prior to the expiration date and have no conditions attached to them. The warrants instruments give the holders the right to receive a fixed amount of the A Ordinary, A Preferred or B Preferred shares based on the amount of loan drawn down.

At the year end, the Company had 2,514,445 (2024: 2,181,583) warrants in issue. There were 332,863 warrants issued in the year with a subscription price of £0.15. The average subscription price of the warrants is £0.69 and the warrants expire after 10 years from issue.

Other borrowings are secured by way of fixed and floating charges over all assets and undertakings of Signal Media Limited and Social 360 Limited.

The net proceeds received from the issue of the convertible loan notes in the year are split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the balance sheet represents the effective interest rate less interest paid to that date.

The rate of interest used to calculate the equity component is 10%. There is no interest charged on the loan.

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. Contributions totalling £100,488 (2024: £105,140) were payable to the funds at the year end and are included in creditors.

During the year, 439,452 A Ordinary shares with a nominal value of £0.00001 were issued as part of the final Kelp Inc deferred consideration.

During the year, 264,291 B Ordinary Shares with a nominal value raging between £0.07 and £1.40 were issued for consideration of £66,883.

The A Ordinary Shares rank pari-passu in all respects. Seed and A Ordinary Shares entitle the holders to attend and speak at general meetings, as well as vote at all general meetings and on all written resolutions. The B Ordinary Shares entitle the holders to attend and speak at general meetings, however they may not vote unless the vote pertains to the modification of share rights. The C Ordinary Shares and Deferred Shares do not entitle holders to attend or speak at general meetings of the company nor do they hold any voting rights.

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:

As of the time of this report we have agreed terms with a new investor, Battery Ventures, to take a controlling stake in the Group. Closing is subject to certain regulatory approvals.

The remuneration of key management personnel is as follows.

The company has taken exemption under section 33 Related Party Disclosures paragraph 33.1A from disclosing transactions with other members of a wholly owned group.

During the year Signal Media made sales of £71,295 (2024: £39,250) to The MBS Group Limited, a related party by virtue of common directorship. As at the year end there is an outstanding debtor balance from The MBS Group of £nil (2024: £3,950).

As at 31 March 2025, there was no single ultimate controlling party.