File

Registration number: 10280145

Mightyhive Ltd

Contents

Mightyhive Ltd

Company Information

Mightyhive Ltd

Strategic Report for the Year Ended 31 December 2024

Introduction
The Directors present their Strategic Report for the Company for the year ended 31 December 2024.

Principal activity
The principal activity of the Company during the year continued to be that of the support and service of advertising platform technologies.

Business review and financial key performance indicators
The Board reports a year of stabilisation and modest recovery following a period of industry-wide adjustment.

Turnover for the year was £66.5m (2023 - £75m), reflecting an 11% decline as client spend remained cautious across certain sectors.

Despite this reduction in revenue, the Company maintained profitable, with profit before tax of £0.56m (2023 - £1.16m). Gross margins were maintained at 16.7% (2023 - 17.6%), supported by disciplined cost control and efficiency initiatives.

At year end, the Company had shareholders’ funds of £5.4m (2023 - £4.86m), including distributable reserves of £3.4m (2023 - £2.88m). Current assets exceeded current liabilities by £4.98m (2023 - £4.78m), providing a strong liquidity position.

The Company continued to focus on delivering data-driven digital media solutions, strengthening client relationships, and investing in its people.

Geopolitical and macroeconomic environment
The Board continues to monitor external factors such as the war in Ukraine, inflationary pressures, and regulatory changes affecting digital media. The Company has not been directly impacted but recognises the potential for indirect effects on client spend and global market confidence.

Going concern
After reviewing forecasts and projections, the Directors have a reasonable expectation that the Company has adequate resources to remain a going concern for the foreseeable future. Accordingly, the financial statements are prepared on a going concern basis.

Post balance sheet events
There have been no significant events affecting the Company since the year end.

Principal risks and uncertainties
The Company operates as part of the wider S4 Capital plc group and is therefore influenced by both local and global trends. Key risks relevant to the UK include: client spend caution, particularly in technology and content; competitive pricing pressure in a crowded UK market; inflation and rising labour costs; evolving UK data protection regulation; reliance on group-level accounting and tax assumptions; indirect exposure to global geopolitical uncertainty; and ongoing cybersecurity threats. These risks are mitigated through efficiency programmes, diversification of clients, investment in compliance, and robust financial oversight.


 

Mightyhive Ltd

Strategic Report for the Year Ended 31 December 2024

Directors’ statement of compliance with s172 Companies Act 2006
The Directors confirm they have acted in good faith to promote the long-term success of the Company, considering the interests of employees, suppliers, customers, the community, and the environment, while maintaining high standards of governance and business conduct.

Future developments
Looking ahead, the Company will focus on opportunities aligned with the wider group strategy: expanding AI and data-led services; leveraging operational efficiencies from group-wide investment in systems; diversifying its UK client base beyond technology; and benefiting from strengthened investor confidence following the group’s dividend policy. The Board remains confident that these developments will support sustainable growth despite near-term challenges.

Streamlined Energy & Carbon Reporting
As permitted by the Companies (Directors’ Report) and Limited Partnerships (Energy and Carbon Report) Regulations 2018, the Company is exempt from disclosing separate energy use and emissions information in this report. These figures are disclosed within the 2024 consolidated financial statements of the ultimate parent undertaking, S4Capital plc.

 

Approved by the Board on 15 December 2025 and signed on its behalf by:

Mightyhive Ltd

Directors' Report for the Year Ended 31 December 2024

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

Results and dividends
The profit for the year, after taxation, amounted to £524,545 (2023 - £1,390,669). The Directors do not propose a final dividend (2023 - £Nil).

Directors' of the company
The following Directors held office during the year:

CS Martin (resigned 11 November 2024)
MW Cross (resigned 18 July 2025)

The following Directors were appointed after the year end and remain in office at the date of approval of these financial statements:

J M Draude (appointed 30 April 2025)
A J Pritchard (appointed 21 July 2025)
C Salter (appointed 18 August 2025)

Economic impact of global events
The Company continues to operate in an uncertain global environment, with inflation, evolving digital regulations, and geopolitical risks all creating challenges. The Directors have reviewed these factors as part of the going concern assessment and consider that they do not create material uncertainties for the Company.

Matters covered in the Strategic Report
The Strategic Report includes details of the Company’s business review, key risks and uncertainties, and future developments, as permitted by section 414C(11) of the Companies Act 2006.

Disclosure of information to the auditor

Reappointment of auditors

The auditor, Lambert Chapman LLP, will be proposed for reappointmet in accordance with section 485 of the Companies Act 2006.

Approved by the Board on 15 December 2025 and signed on its behalf by:

Mightyhive Ltd

Statement of Directors' Responsibilities

Mightyhive Ltd

Independent Auditor's Report to the Members of Mightyhive Ltd

Opinion

We have audited the financial statements of Mightyhive Ltd (the 'company') for the year ended 31 December 2024, which comprise the Statement of Profit and Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards (IFRSs).

In our opinion the financial statements:

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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Mightyhive Ltd

Independent Auditor's Report to the Members of Mightyhive Ltd

Opinion on other matter prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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

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

Mightyhive Ltd

Independent Auditor's Report to the Members of Mightyhive Ltd

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

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

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

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

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Mightyhive Ltd

Independent Auditor's Report to the Members of Mightyhive Ltd

Use of our report

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

......................................
Sean Wiegand FCA (Senior Statutory Auditor)
For and on behalf of Lambert Chapman LLP, Statutory Auditor
 3 Warners Mill
Silks Way
Braintree
Essex
CM7 3GB

22 December 2025

Mightyhive Ltd

Statement of Profit and Loss and Other Comprehensive Income for the Year Ended 31 December 2024

The above results were derived from continuing operations.

There were no recognised gains or losses for 2024 or 2023 other than those included in the Statement of Profit and Loss and Other Comprehensive Income.

There was no Other Comprehensive Income for 2024 (2023: £Nil).

Mightyhive Ltd

(Registration number: 10280145)
Statement of Financial Position as at 31 December 2024

Approved by the Board on 15 December 2025 and signed on its behalf by:

Mightyhive Ltd

Statement of Changes in Equity for the Year Ended 31 December 2024

Mightyhive Ltd

Statement of Cash Flows for the Year Ended 31 December 2024

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

The company is a private company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office and principal place of business is:
15 Bonhill Street
London
EC2A 4DN
England

Statement of compliance

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

Going concern

Having considered the company's cash flows, liquidity position and borrowing facilities, the board has a reasonable expectation that the company has adequate resources to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements and have therefore continued to adopt the going concern basis in preparing these financial statements.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Changes in accounting policy

New standards, interpretations and amendments effective

In the period, the company has applied a number of amendments to IFRS Accounting Standards that are mandatorily effective for an accounting period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Revenue recognition

The company earns revenue from the provision of services relating to change and innovation advisory for business transformation, data consulting, and digital media services. The Company has three primary revenue streams:
media/data consulting, media programmatic, and data licenses. The consulting revenue stream consists of consulting services as well as pass-through media.

In accordance with IFRS 15, the company applies the principles in IFRS pertaining to revenue recognition criteria using the following 5 step model:

1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations

Revenue comprises of gross amounts billed, or billable to clients less pass-through expenses, if any and is stated exclusive of VAT and equivalent applicable taxes.

When a third-party is involved in the delivery of our services to the client, we assess whether or not we are acting as a principal or an agent in the arrangement. The assessment is based on whether we control the specified services at any time before they are transferred to the customer. We act as principal when we control the specified services before they are transferred to the client and we are responsible for providing the specified services, or we are responsible for directing and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. We act as an agent and arrange, at the client’s direction, for third parties to perform certain services. In these cases, we do not control the services prior to the transfer to the client.

For performance obligations in which we act as principal, we record the gross amount billed to the customer within total revenue and the related incremental costs incurred as direct costs. Direct costs comprise fees and expenses paid to external suppliers when they are engaged to perform all or part of a specific project and are charged directly to the customer, and where the company retains quality control oversight.

For performance obligations for which we act as the agent, we record our revenue as the net amount of our gross billings less any pass-through expenses amounts remitted to third parties.

Costs to obtain a contract are typically expensed as incurred as contracts are generally short term in nature.

The company determines all the separate performance obligations within the customers’ contract at contract inception. In many instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation.

Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement. This is assessed on a contract-by-contract basis. Revenue is recognised over time when the customer consumes the services as it is performed or the company is entitled to payment for the services performed to date. Where there is no clear consumption by the customer or limited activities that transfer to the customer, revenue is recognised at a point in time, generally when the services or created content are delivered to the customer.

 

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

For each performance obligation that is satisfied over time, revenue is recognised by measuring progress towards completion of that performance obligation. Revenue recognised over time is based on the proportion of the level of services performed. Either an input method or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance.

The primary input of substantially all work performed under these arrangements is labour and direct costs. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

Revenue recognised in the current reporting period that related to performance obligations that were satisfied, or partially satisfied, in a prior reporting period was immaterial.

For our retainer arrangements, we have a stand-ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements is broad and generally not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

Where the total project costs exceed the project revenue, the loss is recognised within direct costs and personnel costs in the statement of profit or loss. A provision is recognised for such loss. No material onerous contract provisions have been identified in the year.

Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not yet been billed. Accrued income is transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement.

In certain cases, payments are received from customers or amounts are billed with an unconditional right to receive consideration prior to satisfaction of performance obligations and recognised as deferred income. These balances are considered contract liabilities and are included in deferred income.

Accrued income and deferred income arising on contracts are included in trade and other receivables and trade and other payables, as appropriate.

Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components in which case they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance. No element of financing is deemed present as the sales are made predominantly with a general credit term of 30 days.

 

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Finance income and costs policy

Foreign currency transactions and balances

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

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

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Tax

Defined contribution pension obligation

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Share based payments

Property, plant and equipment

Depreciation

The assets' residual values, useful life 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.

Right of use assets

Leases are accounted for by recognising a right of use asset and a lease liability.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the bank borrowings offered by the company's bankers.

The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right of use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Intangible assets

Amortisation

Trade receivables

Cash and cash equivalents

Trade payables

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Borrowings

Leases

Definition

Initial recognition and measurement

Each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the lease asset is available for use by the Company. The right of use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate for the same term as the underlying lease. Lease payments included in the measurement of lease liabilities comprise fixed payments less any lease incentives receivable and variable lease payments that depend on an index or a rate as at the commencement date. Lease modifications result in remeasurement of the lease liability.

Subsequent measurement

The right of use asset is amortised over the shorter of the asset's useful life and the lease term on a straight-line basis. Amortisation is recognised in operating expenses costs and interest expense is recognised under finance expenses in the statement of profit or loss. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. Right of use assets are reviewed for indicators of impairment and an impairment test is performed when an impairment indicator exists.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Short term and low value leases

The company has elected to use the practical expedient not to recognise right-of-use assets and lease liabilities for short- term leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option and leases of low value assets which the present value of the assets is below £5,000. The payments associated with these leases are recognised as operating expenses over the lease term.

Share capital

Financial instruments

Initial recognition

Classification and measurement

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial assets at amortised cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:-
· the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
· the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

If either of the above two criteria is not met, the financial assets are classified and measured at fair value through the profit or loss (FVTPL).

If a financial asset meets the amortised cost criteria, the company may choose to designate the financial asset at FVTPL. Such an election is irrevocable and applicable only if the FVTPL classification significantly reduces a measurement or recognition inconsistency.

Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI only if it meets both of the following conditions and is not designated as at FVTPL:-
· the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
· the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investments that is not held for trading, the company may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis.

If an equity investment is designated as FVTOCI, all gains and losses, except for dividend income, are recognised in other comprehensive income and are not subsequently included in the statement of income.

Financial assets at fair value through the profit or loss (FVTPL)

Financial assets not otherwise classified above are classified and measured as FVTPL.

Financial liabilities at amortised cost

All financial liabilities, other than those classified as financial liabilities at FVTPL, are measured at amortised cost using the effective interest rate method.

Financial liabilities at fair value through the profit or loss

Financial liabilities not measured at amortised cost are classified and measured at FVTPL. This classification includes derivative liabilities.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Derecognition

Financial assets

The company derecognises a financial asset when;
- the contractual rights to the cash flows from the financial asset expire,
- it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or
- the company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.

Any cumulative gain or loss recognised in OCI in respect of equity investment securities designated as FVTOCI is not recognised in profit or loss on derecognition of such securities. Any interest in transferred financial assets that qualify for derecognition that is created or retained by the company is recognised as a separate asset or liability.

The company enters into transactions whereby it transfers assets recognised on its statement of financial position, but retains either all or substantially all of risks and rewards of the transferred assets or a portion of them. In such cases, the transferred assets are not derecognised.

When the company derecognises transferred financial assets in their entirety, but has continuing involvement in them then the entity should disclose for each type of continuing involvement at the reporting date:

(a) The carrying amount of the assets and liabilities that are recognised in the entity’s statement of financial position and represent the entity’s continuing involvement in the derecognised financial assets, and the line items in which those assets and liabilities are recognised.

(b) The fair value of the assets and liabilities that represent the entity’s continuing involvement in the derecognised financial assets;

(c) The amount that best represents the entity’s maximum exposure to loss from its continuing involvement in the derecognised financial assets, and how the maximum exposure to loss is determined

(d) The undiscounted cash outflows that would or may be required to repurchase the derecognised financial assets or other amounts payable to the transferee for the transferred assets

Financial liabilities

The company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

Modification of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to the cash flows from the original financial asset are deemed to expire. In this case the original financial asset is derecognised and a new financial asset is recognised at either amortised cost or fair value.

If the cash flows are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the company recalculates the gross carrying amount of the financial asset and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in the statement of income.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial liabilities

If the terms of a financial liabilities are modified, the company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual obligations from the cash flows from the original financial liabilities are deemed to expire. In this case the original financial liabilities are derecognised and new financial liabilities are recognised at either amortised cost or fair value.

If the cash flows are not substantially different, then the modification does not result in derecognition of the financial liabilities. In this case, the company recalculates the gross carrying amount of the financial liabilities and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in the statement of income.

Impairment of financial assets

Measurement of Expected Credit Losses

Evidence that the financial asset is credit-impaired include the following;

- Significant financial difficulties of the borrower or issuer;
- A breach of contract such as default or past due event;
- The restructuring of the loan or advance by the company on terms that the company would not consider otherwise;
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
- The disappearance of an active market for the security because of financial difficulties; or
- There is other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the company, or economic conditions that correlate with defaults in the company.

For trade receivables, the company applies the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The company has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

The expected loss rates are based on the payment profiles of sales over a period of 36 month before 31 December 2024 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Provision for expected credit losses of trade receivables

The company applies the IFRS 9 simplified approach to measure expected credit losses. The company exercises judgement in determining credit losses. In this judgement the company has considered credit losses and has included a provision as necessary. A credit impairment is recognised when there is objective evidence that the company will not be able to collect all amounts due according to original terms of the receivables.

Evidence of impairment includes significant financial difficulties of the receivable balances, probability that the receivable will enter bankruptcy or financial reorganisation.

The carrying amount of the asset is either reduced through the use of a credit allowance or directly written off when there is no expectation of future recoverability. Should an expense need to be recognised for any credit allowance it would be recognised in the statement of profit and loss.

Revenue recognition

The company's revenue is earned from the provision of data and digital media solutions and technology services. Under IFRS 15, revenue from contracts with customers is recognised as, or when, the performance obligation is satisfied.

Due to the size and complexity of contracts, management is required to form a number of judgements in the determination of the amount of revenue to be recognised including the identification of performance obligations within the contract and a key judgement is whether the performance obligation is satisfied over time or at a point in time. Where revenue is recognised over time, an estimate must be made regarding the progress towards completion of the performance obligation.

The analysis of the company's revenue for the year from continuing operations is as follows:

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Arrived at after charging/(crediting)

The aggregate payroll costs (including directors' remuneration) were as follows:

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Tax charged/(credited) in the statement of profit and loss

The tax rate applied on profit before tax for the year is 25% (2023: 23.52%).

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Deferred tax

Deferred tax assets and liabilities

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

A maturity analysis of lease liabilities based on undiscounted gross cash flow is reported in the table below:

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Receivables due from related parties are unsecured and do not accrue interest. All balances are repayable within one year.

The company's exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other receivables is disclosed in note 21 of these financial statements.

The company's exposure to market and liquidity risks, including maturity analysis, relating to trade and other payables is disclosed in note 21 of these financial statements.

Included within trade and other payables are amounts due to related parties. These balances are unsecured and do not accrue interest. Whilst these amounts are repayable on demand, is it not guaranteed that they will be repaid in full during the coming year.

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £124,084 (2023 - £125,451).

Contributions totalling £25,975 (2023 - £29,783) were payable to the scheme at the end of the year.

Allotted, called up and fully paid shares

Share capital

The share capital reserve represents the aggregate amount of shares issued in the company as at the year-end date.

Retained earnings

The retained earnings reserve represents the aggregate profit and loss less any distributions since incorporation.

Capital contribution

The capital contribution reserve represents the amount provided as share options in the parent company.

Certain employees of the company, along with other group employees, have been granted options over the shares in the parent company. These options are granted and issued to employees of the group, including qualifying employees of the company, under a number of share option schemes, being:

Restricted stock units (RSU)

The company recognises a share-based payment charge over the vesting period in relation to this option plan. Vesting of the RSUs is subject to continued employment over a vesting period of four years.

During the year options over 132,530 (2023 - 63,637) shares of the parent company were approved and granted to employees of the company with an average exercise price of 14 pence per share. The share based payment charge in the Statement of Comprehensive Income for the year in connection with RSU's was £18,184 (2023 - £9,645).

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Employee Share Ownership Plan (ESOP)

The Company recognises a share-based payment charge over the vesting period in relation to this option plan. Vesting of the options are subject to the Group or the Parent Company achieving year-on-year business performance targets and option holders achieving personnel performance targets with continued employment over a vesting period of four years.

During the year options of 132,530 (2023 - 66,079) shares of the Parent Company were approved and granted to employees of the company with an average exercise price of 3 pence (2023 - 2 pence) per share. The share based payment charge in the Statement of Comprehensive Income for the year in connection with this plan was £3,811 (2023 - £1,623).

An analysis of the total number of unexercised options under both schemes in existence through the year is as follows:

The company recognises an equity-settled share-based payment expense based on a reasonable allocation of the total charge of the Group. The total share based payment charge in the Statement of Comprehensive Income is £21,995 (2023 - £11,268)

The company is exposed through its operations to the following financial risks:

- Credit risk
- Liquidity risk
- Market risk

In common with all other businesses, the company is exposed to risks from its use of financial instruments. This note describes the objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the exposure to financial instrument risks, its objectives, policies and processes for managing those risk.
 

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

The principal financial instruments used by the company, from which financial instruments risk arises, are as follows:

- Trade receivables
- Cash and cash equivalents
- Trade and other payables

Credit risk

Liquidity risk

Market risk

Mightyhive Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Key management personnel

Loans to related parties

The company's immediate parent is S4 Capital UK Holdings Ltd.

The parent of the largest and smallest group in which these financial statements are consolidated is S4 Capital plc, incorporated in United Kingdom.