Adlib Digital Limited - Limited company accounts 25.1

REGISTERED NUMBER: 10813936 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ADLIB DIGITAL LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

S L Edwards

G S Sampson

REGISTERED OFFICE:

Herschel House

Herschel Street

Slough

SL1 1PG

REGISTERED NUMBER:

10813936 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a creative digital marketing platform.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

S L Edwards

G S Sampson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and of the profit or loss of the company 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Oury Clark Chartered Accountants were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution that they be re-appointed will be put at a General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G S Sampson - Director

15 May 2026

Opinion

We have audited the financial statements of Adlib Digital Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 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 company's affairs as at 31 December 2025 and of its profit 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 Auditors' 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.

Material uncertainty related 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.

We draw attention to Note 2 in the financial statements, which indicates that management are planning to close the Company, with said timing being uncertain. Therefore, this indicates that a material uncertainty exists that casts significant doubt on the company's status as a going concern. Our opinion is not modified in respect of this matter.

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 in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements.

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

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

-	the 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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. 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:

In identifying and assessing potential irregularities, including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.

- Enquiring of management concerning policies and procedures relating to complying with laws and regulations and whether there were any instances of non-compliance.

- Enquiring of management concerning policies and procedures relating to mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

- Discussing with the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible for fraud:

1. Revenue recognition;

2. Management override.

- Discussing with the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law.

Audit response to the risks identified

As noted above, we identified revenue recognition and management override as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Performing a sales test of detail to ensure revenue is recognised correctly;

2. Reviewing the nominal ledger and journals posted during the year to ensure there is no evidence of management override.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be non-compliance. Our procedures to respond to these risks included the following:

1. Review the financial statement disclosures with completion of a disclosure checklist and testing to supporting documentation to assess compliance with the Companies Act 2006;

2. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist;

3. A safeguard review of the financial statements by a qualified accountant independent of the audit team;

4. A safeguard review of the corporation tax computation by someone independent of the audit team and CTA qualified;

5. We have checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members where necessary, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Emma Crowley (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

18 May 2026

TURNOVER

3

6,542,593

7,723,045

Cost of sales

2,968,517

2,883,205

GROSS PROFIT

3,574,076

4,839,840

Administrative expenses

3,147,917

3,528,695

OPERATING PROFIT

5

426,159

1,311,145

Interest receivable and similar income

48,318

509

474,477

1,311,654

Interest payable and similar expenses

6

25,446

190,250

PROFIT BEFORE TAXATION

449,031

1,121,404

Tax on profit

7

(12,086

)

28,680

PROFIT FOR THE FINANCIAL YEAR

461,117

1,092,724

PROFIT FOR THE YEAR

461,117

1,092,724

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

461,117

1,092,724

FIXED ASSETS

Tangible assets

8

123,583

20,868

CURRENT ASSETS

Debtors

9

930,117

4,204,836

Cash at bank

119,782

1,001,090

1,049,899

5,205,926

CREDITORS

Amounts falling due within one year

10

482,642

4,997,071

NET CURRENT ASSETS

567,257

208,855

TOTAL ASSETS LESS CURRENT
LIABILITIES

690,840

229,723

PROVISIONS FOR LIABILITIES

12

6,347

NET ASSETS

684,493

223,376

CAPITAL AND RESERVES

Called up share capital

13

4

Share premium

14

9,459,236

Capital contribution reserve

14

1,822,350

Retained earnings

14

(10,597,097

)

(11,058,214

)

684,493

223,376

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

G S Sampson - Director

Called up

Capital

share

Retained

Share

contribution

Total

capital

earnings

premium

reserve

equity

£

Balance at 1 January 2024

4

(12,150,938

)

9,459,236

1,624,642

(1,067,056

)

Changes in equity

Total comprehensive income

-

1,092,724

-

197,708

1,290,432

Balance at 31 December 2024

4

(11,058,214

)

9,459,236

1,822,350

223,376

Changes in equity

Total comprehensive income

-

461,117

-

461,117

Balance at 31 December 2025

4

(10,597,097

)

9,459,236

1,822,350

684,493

1.	STATUTORY INFORMATION

Adlib Digital Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address can be found on the Company Information page.

The company's trading address is: 57 Rathbone Place, London, W1T 1JU.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors are currently planning on closing the Company to consolidate their UK presence. The timing of this closure is uncertain due to the position of the Philippines branch, transfer of IP and transfer of customer contracts, but could be within 12 months of the signing of the audit report.

Notwithstanding the timing of the closure as above, the ultimate parent company has confirmed they will continue to support Adlib Digital Limited until the earlier of the closure or a period of at least 12 months and a day from the signing of the audit report. Therefore the directors believe the use of the going concern basis is appropriate.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover includes both internal and external revenue streams.

External sales revenue, from contracts for the provision of professional services, is recognised when the stage of completion can be reliably measured using a percentage of completion method.

Internal sales revenue represents amounts charged to the company's parent company under a cost-plus agreement, excluding value added tax. Revenue is recongised when chargeable costs are incurred.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings:

5 years straight line

Computer equipment:

3 years straight line

Financial instruments

Basic financial instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS 102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments

Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services.

The cost of equity-settled transactions is measured at fair value on grant date.

For options over shares, the fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

For restricted stock units (RSUs) the fair value is determined using the share value at the grant date.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.25

31.12.24

£

External service revenue

159,559

1,177,846

Intra-group revenue

6,374,014

6,545,199

6,533,573

7,723,045

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

Wages and salaries

3,215,197

3,082,348

Social security costs

120,309

161,958

Other pension costs

1,815

20,194

3,337,321

3,264,500

The average number of employees during the year was as follows:

31.12.25

31.12.24

General & Admin

18

13

Delivery

192

152

R&D

1

2

Sales and Marketing

5

7

216

174

31.12.25

31.12.24

£

Directors' remuneration

-

99,862

Directors' pension contributions to money purchase schemes

-

330

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

£

Other operating leases

351,368

211,764

Depreciation - owned assets

20,953

2,070

Auditors' remuneration

30,275

32,025

Foreign exchange differences

28,262

71,619

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

Loan interest

25,446

190,250

7.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

31.12.25

31.12.24

£

Current tax:

(Under)/Over provision of R&D

-

(6,920

)

Overseas tax

(12,086

)

35,600

Tax on profit

(12,086

)

28,680

8.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

22,938

Additions

123,668

At 31 December 2025

146,606

DEPRECIATION

At 1 January 2025

2,070

Charge for year

20,953

At 31 December 2025

23,023

NET BOOK VALUE

At 31 December 2025

123,583

At 31 December 2024

20,868

9.

DEBTORS

31.12.25

31.12.24

£

Amounts falling due within one year:

Trade debtors

-

96,748

Amounts owed by group undertakings

827,169

3,977,235

Other debtors

59,682

3,739

VAT

1,922

1,044

Prepayments and accrued income

41,344

87,825

930,117

4,166,591

Amounts falling due after more than one year:

Other debtors

-

38,245

Aggregate amounts

930,117

4,204,836

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

Trade creditors

36,679

11,181

Amounts owed to group undertakings

-

4,299,807

Tax

-

35,600

Social security and other taxes

95,808

266,725

Other creditors

5,418

13,742

Accruals and deferred income

344,737

370,016

482,642

4,997,071

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

Within one year

18,622

202,217

Between one and five years

-

16,851

18,622

219,068

12.	PROVISIONS FOR LIABILITIES

31.12.25

31.12.24

£

Deferred tax

6,347

Deferred

tax

£

Balance at 1 January 2025

6,347

Balance at 31 December 2025

6,347

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.23

31.12.22

value:

£

3,182,100

Ordinary

£0.00001

£0.32

14,502,808

Series A

£0.00001

£1.45

16,046,273

A Ordinary

£0.00001

£1.60

2,157,721

B Ordinary

£0.00001

£0.22

£3.59

All shares carry full and equal rights to participate in voting in all circumstances, in dividends, and in capital distributions, whether on a winding up or otherwise. Ordinary shares are not redeemable.

14.

RESERVES

Capital

Retained

Share

contribution

earnings

premium

reserve

Totals

£

At 1 January 2025

(11,058,214

)

9,459,236

1,822,350

223,372

Profit for the year

461,117

At 31 December 2025

(10,597,097

)

9,459,236

1,822,350

684,489

15.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Smartly.io Solutions Oy, a company incorporated in Finland.

The ultimate parent company is Smartly.io Holding Oy, a company incorporated in Finland. Smartly.io Holding Oy is the smallest and largest group into which Adlib Digital Limited is consolidated. A copy of the consolidated financial statements are available on request from its registered office: Elielinaukio 2G, 00100, Helsinki, Finland.

There is no ultimate controlling party.

16.	SHARE-BASED PAYMENT TRANSACTIONS

The Company has issued equity settled share incentives with its employees. The equity offered is that of Smartly.io Holding Oy (incorporated in Finland). These incentives all vest over a period of 4 years and expire after 10 years from the vesting commencement date.

The incentives are presented in the form of both an option and a restricted stock unit (RSU).

For options, the fair value of the share option is independently determined using the Black Scholes option pricing model that takes into account various factors as discussed in note 2.

For RSUs, the fair value at the date of grant is the share value at the date of grant.

The charge recognised in the year was £0 (2024: £197,708) as all employees transferred to Smartly.io Solutions Limited during the prior year.

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.