NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal activity of the Company is that of providing a programmatic advertisement tech platform for the purpose of distributing video advertisement campaigns globally, and to provide management and back office services to its fellow subsidiary companies.
The Company is a private company limited by shares and is incorporated in England and Wales.
The address of its registered office is: Labs Hogarth House (1st Floor), 136 High Holborn, London, England, WC1V 6PX.
The Company is a private company limited by shares and is incorporated in England and Wales.
The address of its registered office is: Labs Hogarth House (1st Floor), 136 High Holborn, London, England, WC1V 6PX.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Nexxen International Ltd (formerly known as Tremor International Ltd) as at 31 December 2024 and these financial statements may be obtained from www.nexxen.com.
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. The directors have a reasonable expectation that the Company has adequate resources to meet future working capital requirements and to continue in operation.
The Nexxen Group has prepared a rolling two year forecast in which the cash flows of the group are assessed. These show the group to be cash generative and a letter of support has also been received. The Company made a profit of £6,762,000 during the year, and as at the Statement of Financial Position date had net assets of £7,686,000. The Company is reliant on the ongoing support of its parent entity which the directors reasonably expect will continue, alongside the future cash and profit generation forecast for the group, being Nexxen International Ltd and its subsidiaries.
The Nexxen Group has prepared a rolling two year forecast in which the cash flows of the group are assessed. These show the group to be cash generative and a letter of support has also been received. The Company made a profit of £6,762,000 during the year, and as at the Statement of Financial Position date had net assets of £7,686,000. The Company is reliant on the ongoing support of its parent entity which the directors reasonably expect will continue, alongside the future cash and profit generation forecast for the group, being Nexxen International Ltd and its subsidiaries.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
(a) Rendering of managed service campaigns
Revenue comprises the fair value of the consideration received or receivable for the rendering of services. Revenue from the advertising services is recognised by reference to the stage of completion at the end of the reporting period. Stage of completion is determined by reference to the number of views delivered as a percentage of total targeted views for each contract.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company also maintains a supply side platform which matches buyers and sellers, enables them to purchase and sell advertising inventory, and establishes rules and parameters for advertising inventory transactions. Revenue is reported on a net basis because the Company (i) is not the primary obligor for the purchase of advertising inventory but rather provides a platform to facilitate the buying and selling of advertising; (ii) pricing is generally determined through an auction process and the Company's fees are based on a percentage of advertising spend.
(c) Intercompany revenue
The revenue is accrued over the period to which the contract relates.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to end from related parties, and investments in non-puttable ordinary shares.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
(i) Financial assets
Basic financial assets, including trade debtors and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to use cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts are presented in the financial statements when there is legally an 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, including trade debtors and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to use cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts are presented in the financial statements when there is legally an 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.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Other reserves
A transfer between the Profit and loss account and other reserves was reversed in the year to correctly establish the capital contribution relating to share options exercised.
Capital notes reserve
The capital notes are subordinated to any and all other liabilities of the Company, unsecured, to be repaid in full upon liquidation or dissolution of the Company and may be transferred by Nexxen International Ltd.
Profit and loss account
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £24,669 (2023: £27,607) were payable to the fund at the reporting date and are included in creditors.
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NEXXEN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Other financial commitments
A loan issued to a group company has been secured by a fixed and floating charge over the property and assets of this company.
Under FRS 102, this is considered a non-adjusting event because the decline in value reflects conditions that arose after the balance sheet date. Therefore, no adjustment has been made to the carrying amount of the investments in the financial statements as of 31 December 2024.
The Directors consider this decline in value to be material and have disclosed it to ensure users of the financial statements are aware of the potential impact on the Company’s financial position. If the investments were stated at their current market value, as at the date of signing, the carrying amount would be £13,756,000, representing a decrease of £8,763,000 from the year-end valuation.
The Company's immediate parent is Nexxen Holdings Ltd, a company incorporated in England and Wales.
The ultimate parent is Nexxen International Ltd (formerly known as Tremor International Limited), a company incorporated in Israel. Nexxen International Ltd has no ultimate controlling party.
The smallest and largest group in which the results of the company are consolidated is that headed by Nexxen International Ltd, whose principal place of business is at 82 Yigal Alon St. 13th Floor, Tel-Aviv, 6789124, Israel.
The ultimate parent is Nexxen International Ltd (formerly known as Tremor International Limited), a company incorporated in Israel. Nexxen International Ltd has no ultimate controlling party.
The smallest and largest group in which the results of the company are consolidated is that headed by Nexxen International Ltd, whose principal place of business is at 82 Yigal Alon St. 13th Floor, Tel-Aviv, 6789124, Israel.
The audit report was signed on 23 December 2025 by Deon Van Tonder ACA (Senior Statutory Auditor) on behalf of BKL Audit LLP .
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