Teal Digital Group Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Teal Digital Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 15871647 . The registered office is 151 Wardour Street, London, W1F 8WE.

Reporting period

The financial statements are drawn up from the company's incorporation of 2 August 2024 to the desired year end of 31 December 2025, and thus represent a period of greater than 12 months.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of 1A of FRS102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principle accounting policies are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual and not about its group.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Turnover

Turnover is recognised at the fair value of the consideration received or receivable in the normal course of business and is stated net of VAT and other sales-related taxes.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the outcome of the contract can be estimated reliably. The stage of completion is measured by comparing costs incurred, primarily contractual staff costs and publisher/platform fees, as a proportion of total expected contract costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of recoverable costs incurred.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses recognised immediately in the profit and loss account.

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

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

Straight line over 3 years

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 credited or charged to the profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of it tangible 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).

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Teal Digital Group Ltd

Notes to the Financial Statements (continued)

For the Period 2 August 2024 to 31 December 2025

2.6. Financial Instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from associated companies, 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.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Gains and losses arising on translation in the period are included in profit or loss.

2.8. Taxation

Income tax expense represents the sum of the deferred tax.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

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Teal Digital Group Ltd

Notes to the Financial Statements (continued)

For the Period 2 August 2024 to 31 December 2025

2.10. Share based payments

The company operates equity-settled share-based payment arrangements. The fair value of equity instruments granted is recognised as an expense over the vesting period, with a corresponding increase in equity.

Vesting conditions are taken into account by adjusting the number of instruments expected to vest. Where instruments vest immediately, the expense is recognised at the grant date.

No expense is recognised for instruments that do not vest due to failure to meet vesting conditions.

3. Average Number of Employees

Average number of employees, including directors, during the period was: 8

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 2 August 2024	-
Additions	13,382

As at 31 December 2025	13,382

Depreciation
As at 2 August 2024	-
Provided during the period	3,645

As at 31 December 2025	3,645

Net Book Value
As at 31 December 2025	9,737

As at 2 August 2024	-

5. Investments

	Subsidiaries
	£
Cost
As at 2 August 2024	-
Additions	422,372

As at 31 December 2025	422,372

Provision
As at 2 August 2024	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	422,372

As at 2 August 2024	-

Shares in group undertakings

On 9 December 2025, the company acquired 100% of the issued share capital of Altura Advertising Ltd, a company incorporated in England and Wales. The investment is recognised at cost, comprising a combination of cash, deferred and contingent consideration, together with directly attributable transaction costs.

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Teal Digital Group Ltd

Notes to the Financial Statements (continued)

For the Period 2 August 2024 to 31 December 2025

6. Debtors

	31 December 2025
	£
Due within one year
Trade debtors	982,935
Prepayments and accrued income	443
Other debtors	540

	983,918

7. Creditors: Amounts Falling Due Within One Year

	31 December 2025
	£
Trade creditors	755,298
Other creditors	295,286
Taxation and social security	63,911

	1,114,495

Included within other creditors due within one year is deferred consideration of £109,575 and contingent consideration of £50,000, both arising in connection with the acquisition of a subsidiary. The contingent consideration is estimated based on expected future performance at the reporting date.

8. Creditors: Amounts Falling Due After More Than One Year

	31 December 2025
	£
Amounts owed to group undertakings	340,675

9. Share Capital

	31 December 2025
Allotted, called up and fully paid	£
24,239 Ordinary Shares of £ 0.0001 each	2

Each ordinary share carries one vote and has full rights regarding voting, payment of dividends and distributions.

On incorporation, the company issued 2 ordinary shares of £1 each.

On 5 December 2025, these shares were subdivided into 20,000 ordinary shares of £0.0001 each. On the same date, a further 3,026 ordinary shares of £0.0001 each were issued to directors and employees, resulting in 23,026 ordinary shares in issue at the reporting date.

Certain shares issued to directors and employees have been accounted for as equity-settled share-based payment arrangements.

On 9 December 2025, the company agreed to issue 1,213 ordinary shares as part of the consideration for the acquisition of a subsidiary. These shares were issued on 3 February 2026 and have been recognised in these financial statements as the obligation existed at the reporting date.

10. Post Balance Sheet Events

On 3 February 2026, the company issued 1,213 ordinary shares in settlement of acquisition consideration agreed on 5 December 2025. This has been treated as an adjusting event.

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Teal Digital Group Ltd

Notes to the Financial Statements (continued)

For the Period 2 August 2024 to 31 December 2025

11. Related Party Transactions

Amounts due to group undertakings

At 31 December 2025, amounts due to group undertakings included within creditors falling due after more than one year totalled £340,675.

The balance is unsecured and repayable after more than one year.

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		31 December 2025
	Notes	£	£
FIXED ASSETS
Tangible Assets	4		9,737
Investments	5		422,372

			432,109
CURRENT ASSETS
Debtors	6	983,918
Cash at bank and in hand		35,142

		1,019,060
Creditors: Amounts Falling Due Within One Year	7	(1,114,495 )

NET CURRENT ASSETS (LIABILITIES)			(95,435 )

TOTAL ASSETS LESS CURRENT LIABILITIES			336,674

Creditors: Amounts Falling Due After More Than One Year	8		(340,675 )

PROVISIONS FOR LIABILITIES
Deferred Taxation			(2,434 )

NET LIABILITIES			(6,435 )

CAPITAL AND RESERVES
Called up share capital	9		2
Share premium account			1,698
Other reserves			8,054
Profit and Loss Account			(16,189 )

SHAREHOLDERS' FUNDS			(6,435)